EX-99.D 6 exhibit_d40.txt D (40) CONTRACTUAL FEE WAIVER AGREEMENT Exhibit (d)(40) [Schneider Letterhead] December 14, 2004 Edward J. Roach President The RBB Fund, Inc. Bellevue Park Corporate Center 400 Bellevue Parkway Wilmington, DE 19809 Re: The RBB Fund, Inc. Schneider Value Fund (the "Fund") --------------------------------- Dear Mr. Roach: By our execution of this letter agreement (this "Agreement"), intending to be legally bound hereby, Schneider Capital Management Company (the "Adviser") agrees that in order to improve the performance of the Fund, the Adviser shall, from January 1, 2005 through December 31, 2005, waive all or a portion of its investment advisory fees and/or reimburse expenses (other than brokerage commissions, extraordinary items, interest and taxes) in an aggregate amount equal to the amount by which the Fund's total operating expenses (other than brokerage commissions, extraordinary items, interest and taxes) exceed a total operating expense ratio (other than brokerage commissions, extraordinary items, interest and taxes) of 0.85% of the Fund's average daily net assets. The Adviser acknowledges that (1) it shall not be entitled to collect on or make a claim for waived fees at any time in the future, and (2) it shall not be entitled to collect on or make a claim for reimbursed Fund expenses at any time in the future. SCHNEIDER CAPITAL MANAGEMENT COMPANY By: /s/ Steven Fellin ------------------ Title: COO/CFO Your signature below acknowledges acceptance of this Agreement: By: /s/ Edward J. Roach ------------------- Edward J. Roach President The RBB Fund, Inc.