THE RBB FUND, INC.
AMENDMENT NO. 1
TO
INVESTMENT ADVISORY AGREEMENT
n/i NUMERIC INVESTORS SMALL CAP VALUE FUND
WHEREAS, The RBB Fund, Inc. (the "Fund") and Numeric Investors L.P.
(the "Investment Advisor") desire to amend the Investment Advisory Agreement
("the Agreement") for the n/i numeric investors Small Cap Value Fund (the
"Portfolio") dated November 30, 1998, by and among them under which the
Investment Adviser renders investment advisory service; and
WHEREAS, the Investment Adviser is willing to render such service to
the Fund with respect to the Portfolio;
The parties hereto, intending to be legally bound hereby, agree that
the Agreement is amended as follows:
12. COMPENSATION.
(a) For the services provided and the expenses assumed
pursuant to the Agreement with respect to the Fund, until December 31, 2000, the
Fund will pay the Investment Adviser from the assets of the Fund and the
Investment Adviser will accept as full compensation therefor a fee, computed
daily and payable monthly, at the annual rate of 0.75% of the Fund's average
daily net assets.
(b) Effective January 1, 2001, the Portfolio will pay the
Investment Adviser from the assets of the Portfolio and the Investment Adviser
will accept as full compensation therefor fees calculated as follows:
(i) There shall be a fee, computed daily and
payable monthly, at the annual rate of 0.85% of the Portfolio's average daily
net assets (the "Base Fee"), PROVIDED, however, that if subparagraph (ii) below
is applicable, the fee shall be calculated pursuant to subparagraph (iii) below.
(ii) After each calendar month, it shall be
determined whether the investment performance of the Portfolio (calculated in
accordance with subparagraph (v) below) has exceeded or lagged the Target (as
hereinafter defined) within the parameters of one of subparagraphs (A) through
(E) during the immediately preceding twelve months:
(A) the investment performance of the
Portfolio lagged the Target;
(B) the investment performance of the
Portfolio exceeded the Target by at least 0 but less than 100 basis points;
(C) the investment performance of the
Portfolio exceeded the Target by at least 100 but less than 200 basis points;
(D) the investment performance of the
Portfolio exceeded the Target by at least 200 but less than 300 basis points;
(E) the investment performance of the
Portfolio exceeded the Target by at least 300 but less than 400 basis points;
(F) the investment performance of the
Portfolio exceeded the Target by at least 400 but less than 500 basis points;
(G) the investment performance of the
Portfolio exceeded the Target by at least 500 but less than 600 basis points;
(H) the investment performance of the
Portfolio exceeded the Target by at least 600 but less than 700 basis points;
(I) the investment performance of the
Portfolio exceeded the Target by at least 700 but less than 800 basis points;
(J) the investment performance of the
Portfolio exceeded the Target by at least 800 but less than 900 basis points; or
(K) the investment performance of the
Portfolio exceeded the Target by 900 basis points or more;
(iii) If subparagraph (ii) applies, the rate of
the Base Fee for such calendar month should be adjusted as follows:
(A) If subparagraph (ii)(A) applies,
the annual rate of the Base Fee shall be 0.35%;
(B) If subparagraph (ii)(B) applies,
the annual rate of the Base Fee shall be 0.45%;
(C) If subparagraph (ii)(C) applies,
the annual rate of the Base Fee shall be 0.55%;
(D) If subparagraph (ii)(D) applies,
the annual rate of the Base Fee shall be 0.65%;
(E) If subparagraph (ii)(E) applies,
the annual rate of the Base Fee shall be 0.75%;
(F) If subparagraph (ii)(F) applies, the
annual rate of the Base Fee shall be 0.85%;
(G) If subparagraph (ii)(G) applies, the
annual rate of the Base Fee shall be 0.95%;
(H) If subparagraph (ii)(H) applies, the
annual rate of the Base Fee shall be 1.05%;
(I) If subparagraph (ii)(I) applies, the
annual rate of the Base Fee shall be 1.15%;
(J) If subparagraph (ii)(J) applies, the
annual rate of the Base Fee shall be 1.25%; or
(K) If subparagraph (ii)(K) applies, the
annual rate of the Base Fee shall be 1.35%.
(iv) The "Target" means the investment record of
the ▇▇▇▇▇▇▇ 2000 Value Index.
(v) The investment record of the ▇▇▇▇▇▇▇ 2000
Value Index shall be calculated in accordance with Rule 205-1(b) under the
Investment Advisers Act of 1940, as amended (the "Advisers Act") as such Rule
shall be amended from time to time or any successor regulation. The investment
performance of the Fund shall be calculated in accordance with Rule 205-1(a)
under the Advisers Act as such Rule shall be amended from time to time or any
successor regulation.
(c) The fee attributable to the Fund shall be satisfied only
against assets of the Portfolio and not against the assets of any other
investment portfolio of the Company.
IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
hereto have caused this instrument to be executed by their officers designated
below as of December 31, 1999.
THE RBB FUND, INC.
By: /S/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its: PRESIDENT AND TREASURER
NUMERIC INVESTORS L.P.
By: /S/▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
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Its: GENERAL PARTNER OF NUMERIC INVESTORS LP