THIS EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
(“the Agreement”) is effective as of the 10th day of September 2019 by and between Abbey Capital Limited (the “Adviser”)
and The RBB Fund, Inc., (the “Company”), on behalf of its series listed on Appendix A hereto (each, a “Fund”
and collectively, the “Funds”).
WHEREAS, the Company is registered under the
Investment Company Act of 1940, as amended (the "1940 Act") as an open-end management investment company; and
WHEREAS, the Adviser renders advice and services
to the Funds pursuant to the terms and provisions of an Investment Advisory Agreement between the Company and the Adviser (the
“Advisory Agreement”); and
WHEREAS, the Funds and their respective classes,
are responsible for, and have assumed the obligation for, payment of certain expenses that have not been assumed by the Adviser;
WHEREAS, the Adviser desires to limit each
Fund’s Expenses (as such term is defined in Paragraph 2 of this Agreement) pursuant to the terms and provisions of this Agreement,
and the Company (on behalf of each Fund) desires to allow the Adviser to implement these limits;
NOW, THEREFORE, in consideration of the covenants
and the mutual promises hereinafter set forth, the parties, intended to be legally bound hereby, mutually agree as follows:
1. Limit on Expenses.
The Adviser hereby agrees to limit each class of a Fund’s current Expenses to an annual rate, expressed as a percentage of
each class’ respective average daily net assets, to the amounts listed in Appendix A (the “Annual Limits”).
In the event that the current Expenses of a class of a Fund, as accrued each month, exceed its Annual Limit, the Adviser will pay
to that class of the Fund, on a monthly basis, the excess expense within thirty (30) calendar days of being notified that an excess
expense payment is due. In the event that the Board of Directors of the Company determines that an excess expense payment due date
to be other than thirty (30) calendar days, the Company will provide the Adviser with ten (10) calendar days written notice prior
to the implementation of such other excess expense payment due date. In no case will an excess expense payment due date be less
than fifteen (15) calendar days from the date the Adviser is notified of such excess expense.
2. Definition. For
purposes of this Agreement, the term “Expenses with respect to a Fund is defined to include all expenses necessary or appropriate
for the operation of a Fund, including the Adviser’s investment advisory or management fee detailed in the Advisory Agreement,
any Rule 12b-1 fees and other expenses described in the Advisory Agreement, but does not include any acquired fund fees and expenses,
brokerage commissions, extraordinary items, interest or taxes.
3. Reimbursement of
Fees and Expenses. The Company hereby agrees to reimburse the Adviser for any excess expense payments that are paid or absorbed
by the Adviser pursuant to this Agreement set forth above (“Excess Expenses”), subject to the condition set forth in
this Section 3. Such reimbursement will be made as promptly as possible, and to the maximum extent permissible without causing
the Expenses for any year to exceed the Annual Limit; provided, however, that such reimbursement for Excess Expenses shall be made
only if payable within three years of the end of the fiscal year in which such Excess Expenses were incurred.
4. Term. This Agreement
shall become effective on the date specified herein for an initial term run through December 31, 2020 and for consecutive one-year
terms thereafter, subject to annual approval by the Board of Directors of the Company, unless sooner terminated as provided in
Paragraph 5 of this Agreement.
This Agreement may be terminated at any time, and without payment of any penalty, by the Board of Directors of the Company, on
behalf of each Fund, upon sixty (60) days’ written notice to the Adviser. This Agreement may not be terminated by the Adviser,
other than at the end of any one-year term by providing sixty (60) days’ written notice to a Fund, without the consent of
the Board of Directors of the Company, which consent will not be unreasonably withheld. This Agreement will automatically terminate,
with respect to a Fund listed in Appendix A, if the Advisory Agreement for that Fund is terminated, with such termination effective
upon the effective date of the Advisory Agreement’s termination for that Fund.
6. Assignment. This
Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.
If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered
invalid, the remainder of this Agreement shall not be affected thereby.
8. Governing Law.
This Agreement constitutes the entire agreement of the parties, shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and shall be governed by Delaware law in a manner not in conflict with the provision of
the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their officers designated below as of the day and year first above written.
THE RBB FUND, INC., on behalf of its series,
the Abbey Capital Futures Strategy Fund and Abbey Capital Multi Asset Fund