Exhibit (d)(22)
THE RBB FUND, INC.
AMENDMENT NO. 2
TO
INVESTMENT ADVISORY AGREEMENT
n/i numeric investors Mid Cap Fund
This Amendment No. 2 to the Investment Advisory Agreement ("Amendment No.
2"), dated as of May 25, 2005, is entered into between THE RBB FUND, INC., a
Maryland corporation (the "Fund"), and Numeric Investors LLC (the "Investment
Adviser").
WHEREAS, the Fund and the Investment Adviser have entered into an
Investment Advisory Agreement dated as of November 12, 2004 (the "Agreement"),
pursuant to which the Fund appointed the Investment Adviser to act as investment
adviser to the Fund for its n/i numeric investors Mid Cap Fund (the
"Portfolio");
WHEREAS, the parties amended the Agreement on December 1, 2005 ("Amendment
No. 1") to change the Target; and
WHEREAS, the parties wish to amend Amendment No. 1 to more precisely
describe the performance-based advisory fee arrangement with respect to the
Portfolio;
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree that Amendment No. 1 is hereby replaced in its entirety with this
Amendment No. 2, which replaces Section 12 of the Agreement as follows:
"12. COMPENSATION.
(a) For the services provided and the expenses assumed
pursuant to the Agreement with respect to the Fund, commencing on December 1,
2005, 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 accrued daily and paid monthly
in arrears at the annual rate of 0.85% of the Portfolio's net assets averaged
daily over the 12-month rolling period ending on the last day of the current
calendar month (the "Base Fee"), provided, however, that if subparagraph (ii)
below is applicable, the fee shall be calculated pursuant to subparagraphs (iii)
and (iv) below.
(ii) At the end of each calendar month, it shall be
determined whether the investment performance of the Portfolio for the 12-month
rolling period ending on the last day of such calendar month (calculated in
accordance with subparagraph (vi) below) has matched, exceeded or lagged the
investment record of the Target (as hereinafter defined) within the parameters
of subparagraphs (A) through (K) below for the same 12-month rolling period over
which the investment performance of the Portfolio was measured:
(A) the investment performance of the Portfolio
lagged the Target;
(B) the investment performance of the Portfolio
matched the Target or exceeded the Target by 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 Base Fee for
such calendar month should be adjusted as follows:
(A) If subparagraph (ii)(A) applies, the Base Fee
shall be 0.35%;
(B) If subparagraph (ii)(B) applies, the Base Fee
shall be 0.45%;
(C) If subparagraph (ii)(C) applies, the Base Fee
shall be 0.55%;
(D) If subparagraph (ii)(D) applies, the Base Fee
shall be 0.65%;
(E) If subparagraph (ii)(E) applies, the Base Fee
shall be 0.75%;
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(F) If subparagraph (ii)(F) applies, the Base Fee
shall be 0.85%;
(G) If subparagraph (ii)(G) applies, the Base Fee
shall be 0.95%;
(H) If subparagraph (ii)(H) applies, the Base Fee
shall be 1.05%;
(I) If subparagraph (ii)(I) applies, the Base Fee
shall be 1.15%;
(J) If subparagraph (ii)(J) applies, the Base Fee
shall be 1.25%; or
(K) If subparagraph (ii)(K) applies, the Base Fee
shall be 1.35%.
(iv) At the end of each calendar month, the Base Fee as
adjusted based on the investment performance of the Portfolio during the
12-month rolling period ending on the last day of such calendar month will be
applied to the net assets of the Portfolio averaged daily over the same 12-month
rolling period over which the investment performance of the Portfolio was
measured to determine the adjusted Base Fee.
(v) The "Target" means the investment record of the
Xxxxxxx Xxxxxx Index.
(vi) The investment record of the Target 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.
(b) For each month in the 12-month period commencing December
1, 2004, the rate of the Base Fee for such calendar month shall be the lesser of
the Base Fee as calculated pursuant to subparagraph (a) where the Target shall
mean the investment record of the Xxxxxxx Midcap Index; or the Base Fee as
calculated pursuant to subparagraph (a) where the Target shall mean the
investment record of the Standard & Poor's MidCap 400.
(c) The fee attributable to the Portfolio shall be satisfied
only against assets of the Portfolio and not against the assets of any other
investment portfolio of the Fund."
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IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
hereto have caused this Amendment No. 2 to be executed by their officers
designated below as of the date first above written.
THE RBB FUND, INC.
By: /S/ XXXXXX X. XXXXX
-------------------
Xxxxxx X. Xxxxx
Title: President
NUMERIC INVESTORS LLC
By: /S/ XXXXXXX X. XXXXXX
---------------------
Title: Managing Director & CFO
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