SIXTH AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT

SIXTH AMENDMENT TO THE 

AMENDED AND RESTATED CUSTODY AGREEMENT

THIS SIXTH AMENDMENT, effective as of the last date in the signature line, to the Amended and Restated Custody Agreement dated as of June 30, 2019, as amended (the “Agreement”), is entered into by and between THE RBB FUND, INC., a Maryland corporation, (the “Company”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the Company and the Custodian desire to amend Exhibit A of the Agreement, the funds list of the Company to add and remove Funds to its series; and

WHEREAS, the Parties desire to amend the fee schedule on Schedules I and II of the Agreement; and

WHEREAS, the Parties desire to amend the term within Article XIII, Section 13.01 of the Agreement; and

WHEREAS, Article XV, Section 15.02 of the Agreement provides that the Agreement may be amended by written agreement executed by both parties, and authorized or approved by the Board of Directors of the Company.

NOW, THEREFORE, the parties agree to amend and restate Exhibit A of the Agreement for the purposes of

(1) adding the SGI U.S. Large Cap Core ETF and SGI Dynamic Tactical ETF to the Agreement;

(2) removing the Orinda Income Opportunities Fund and the SGI Conservative Fund from the Agreement; and

(3) Amended Exhibit A of the Agreement is hereby superseded and replaced with Amended Exhibit A attached hereto; and

(4) Schedule I of the Agreement is hereby superseded and replaced with Schedule I attached hereto; and

(5) Schedule II of the Agreement is hereby superseded and replaced with Schedule II attached hereto: and

(6) Article XIII, Section 13.01 of the Agreement is hereby superseded and replaced with the following:

Effective Period and Termination. This Agreement shall become effective as of the date first written above and will continue in effect for a period of four (4) years. Subsequent to the end of the four (4) year period, this Agreement continues until one party gives 90 days prior written notice to the other party or such shorter notice period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. However, this cure period only applies to the first two such breaches of the same material term of this Agreement. Either party may terminate this Agreement after the third such breach of the same material term of this Agreement. In addition, the Company may, at any time, immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction or upon its “assignment” as defined under the1940 Act.; and

(7) Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

THE RBB FUND, INC.			U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Xxxxx X. Xxxx		By:	/s/ Xxxxxxx Xxxxxx
Printed Name:	Xxxxx X. Xxxx		Printed Name:	Xxxxxxx Xxxxxx
Title:	CFO/Treasurer & Secretary		Title:	Senior Vice President
Date:	7/1/2022		Date:	7/11/2022

Amended Exhibit A to the Amended and Restated Custody Agreement

The separate Mutual Fund Series and ETF Series of the RBB Fund, Inc. and Certain Related Entities

Abbey Capital Futures Strategy Fund

Abbey Capital Master Offshore Fund Limited

Abbey Capital Multi Asset Fund

Abbey Capital Offshore Fund SPC

Abbey Capital Onshore Series LLC

ACMAF Master Offshore Limited

ACMAF Offshore SPC

ACMAF Onshore Series LLC

Adara Smaller Companies Fund

Aquarius International Fund

Boston Partners All-Cap Value Fund

Boston Partners Emerging Markets Dynamic Equity Fund

Boston Partners Emerging Markets Fund

Boston Partners Emerging Markets Long/Short Offshore Fund Ltd.

Boston Partners Global Equity Fund

Boston Partners Global Long/Short Fund

Boston Partners Global Sustainability Fund

Boston Partners Long/Short Equity Fund

Boston Partners Long/Short Research Fund

Boston Partners Small Cap Value Fund II

Xxxxxxxx Systematic Macro Fund

Xxxxxxxx Systematic Macro Offshore Limited

DriveWealth Power Saver ETF

DriveWealth Steady Saver ETF

Free Market Fixed Income Fund

Free Market International Equity Fund

Free Market US Equity Fund

Xxxxxx Money Fixed Income VI Portfolio

Xxxxxx Money International Equity VI Portfolio

Xxxxxx Money U.S. Equity VI Portfolio

Motley Fool 100 Index ETF

Motley Fool Capital Efficiency 100 Index ETF

Motley Fool Global Opportunities ETF

Motley Fool Mid-Cap Growth ETF

Motley Fool Next Index ETF

Motley Fool Small-Cap Growth ETF

Optima Strategic Credit Fund

SGI Dynamic Tactical ETF

SGI Global Equity Fund

SGI Peak Growth Fund

SGI Prudent Growth Fund

SGI Small Cap Core Fund

SGI U.S. Large Cap Core ETF

SGI U.S. Large Cap Equity Fund

SGI U.S. Large Cap Equity VI Portfolio

SGI U.S. Small Cap Equity Fund

Stance Equity ESG Large Cap Core ETF

WPG Partners Select Small Cap Value Fund

WPG Partners Small/Micro Cap Value Fund

YieldX Diversified Income ETF

SCHEDULE I to the Amended and Restated Custody Agreement – The RBB Fund, Inc. (the “Company”)

Domestic and Global Custody Services Fee Schedule at July 2022

Annual Fee Based Upon Average Net Assets on the Fund Complex*

[ ] basis points on the first $[ ]

[ ] basis points on the balance

Plus portfolio transaction fees

Portfolio Transaction Fees

■ $[ ] – Book entry DTC transaction, Federal Reserve transaction, principal paydown

■ $[ ] – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction

■ $[ ] – Option/SWAPS/future contract written, exercised or expired

■ $[ ] – Mutual fund trade, Fed wire, margin variation Fed wire

■ $[ ] – Physical security transaction

■ $[ ] – Check disbursement (waived if U.S. Bancorp is Administrator)

A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

Miscellaneous Expenses

All miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges and extraordinary expenses based upon complexity.

Additional Services

■ See Additional Global Sub-Custodial Services Annual Fee Schedule for global servicing fees.

■ Sub Advised Funds - $[ ] per custody account per year

■ $[ ] – Segregated account per year

■ Class Action Services – $[ ] filing fee per class action per account, plus [ ] % of gross proceeds, up to a maximum per recovery not to exceed $[ ]

■ No charge for the initial conversion free receipt.

■ Overdrafts – charged to the account at prime interest rate plus [ ] unless a line of credit is in place.

Fees are calculated pro rata and billed monthly.

Additional Global Sub-Custodial Services Annual Fee Schedule

Country	Safekeeping (BPS)	Transaction fee*		Country	Safekeeping (BPS)	Transaction fee*		Country	Safekeeping (BPS)	Transaction fee*
Argentina	[  ]	$[  ]		Hong Kong	[  ]	$[  ]		Poland	[  ]	$[  ]
Australia	[  ]	$[  ]		Hungary	[  ]	$[  ]		Portugal	[  ]	$[  ]
Austria	[  ]	$[  ]		Iceland	[  ]	$[  ]		Qatar	[  ]	$[  ]
Bahrain	[  ]	$[  ]		India	[  ]	$[  ]		Romania	[  ]	$[  ]
Bangladesh	[  ]	$[  ]		Indonesia	[  ]	$[  ]		Russia	[  ]	$[  ]
Belgium	[  ]	$[  ]		Ireland	[  ]	$[  ]		Saudi Arabia	[  ]	$[  ]
Bermuda	[  ]	$[  ]		Israel	[  ]	$[  ]		Serbia	[  ]	$[  ]
Botswana	[  ]	$[  ]		Italy	[  ]	$[  ]		Singapore	[  ]	$[  ]
Brazil	[  ]	$[  ]		Japan	[  ]	$[  ]		Slovakia	[  ]	$[  ]
Bulgaria	[  ]	$[  ]		Jordan	[  ]	$[  ]		Slovenia	[  ]	$[  ]
Canada	[  ]	$[  ]		Kenya	[  ]	$[  ]		South Africa	[  ]	$[  ]
Chile	[  ]	$[  ]		Kuwait	[  ]	$[  ]		South Korea	[  ]	$[  ]
China Connect	[  ]	$[  ]		Latvia	[  ]	$[  ]		Spain	[  ]	$[  ]
China (B Shares)	[  ]	$[  ]		Lithuania	[  ]	$[  ]		Sri Lanka	[  ]	$[  ]
Colombia	[  ]	$[  ]		Luxembourg	[  ]	$[  ]		Sweden	[  ]	$[  ]
Costa Rica	[  ]	$[  ]		Malaysia	[  ]	$[  ]		Switzerland	[  ]	$[  ]
Croatia	[  ]	$[  ]		Malta	[  ]	$[  ]		Taiwan	[  ]	$[  ]
Cyprus	[  ]	$[  ]		Mauritius	[  ]	$[  ]		Tanzania	[  ]	$[  ]
Czech Republic	[  ]	$[  ]		Mexico	[  ]	$[  ]		Thailand	[  ]	$[  ]
Denmark	[  ]	$[  ]		Morocco	[  ]	$[  ]		Tunisia	[  ]	$[  ]
Egypt	[  ]	$[  ]		Namibia	[  ]	$[  ]		Turkey	[  ]	$[  ]
Estonia	[  ]	$[  ]		Netherlands	[  ]	$[  ]		UAE	[  ]	$[  ]
Eswatini	[  ]	$[  ]		New Zealand	[  ]	$[  ]		Uganda	[  ]	$[  ]
Euroclear (Eurobonds)	[  ]	$[  ]		Nigeria	[  ]	$[  ]		Ukraine	[  ]	$[  ]
Euroclear (Non-Eurobonds)	Rates are available upon request	Rates are available upon request		Norway	[  ]	$[  ]		United Kingdom	[  ]	$[  ]
Finland	[  ]	$[  ]		Oman	[  ]	$[  ]		Uruguay	[  ]	$[  ]
France	[  ]	$[  ]		Pakistan	[  ]	$[  ]		Vietnam	[  ]	$[  ]
Germany	[  ]	$[  ]		Panama	[  ]	$[  ]		West African Economic Monetary Union (WAEMU)**	[  ]	$[  ]
Ghana	[  ]	$[  ]		Peru	[  ]	$[  ]		Zambia	[  ]	$[  ]
Greece	[  ]	$[  ]		Philippines	[  ]	$[  ]		Zimbabwe	[  ]	$[  ]

* Transaction Fee includes: Receive Versus Payment (RVP), Delivery Versus Payment (DVP), FREE REC, and FREE DEL activity related to securities settlement within U.S. Bank sub-custodian network.

** Includes Ivory Coast, Mali, Niger, Burkina Faso, Senegal, Guinea Bissau, Togo, and Benin.

Global Sub-Custodial Services Annual Fee Schedule

Base Fee - $[ ] monthly base fee per account

(Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.

■ For all other markets specified above, surcharges may apply if a security is held outside of the local market.

Tax Reclamation Services: Tax reclaims that have been outstanding for more than [ ] ([ ]) months with the client will be charged $[ ] per claim.

Miscellaneous Expenses

■ Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.

■ A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.

■ SWIFT reporting and message fees.

SCHEDULE II to the Amended and Restated Custody Agreement – The RBB Fund, Inc. (the “Company”)

Domestic and Global Custody Services Fee Schedule at July 2022

Base Fee for Custody Services

Annual Fee Based Upon Average Net Assets on the Fund Complex*

[ ] basis points on the first $[ ]

[ ] basis points on the balance

Plus portfolio transaction fees

Portfolio Transaction Fees Associated with Sponsor Trades

■ “Sponsor trades” are defined as any trades put through the Portfolio, on behalf of the Fund by any portfolio manager/sub advisor and their affiliates authorized by the BOT to act on behalf of the Fund, outside of the create/redeem process.

■ Cash-in-Lieu proceeds received as part of the create/redeem process, and their related transactions are not considered to be “Sponsor trades”.

A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

Schedule II (continued) to the Custody Agreement – The RBB Fund, Inc. - Additional Global Sub-Custodial Services Annual Fee Schedule

Country	Safekeeping (BPS)	Transaction fee*		Country	Safekeeping (BPS)	Transaction fee*		Country	Safekeeping (BPS)	Transaction fee*
Argentina	[  ]	$[  ]		Hong Kong	[  ]	$[  ]		Poland	[  ]	$[  ]
Australia	[  ]	$[  ]		Hungary	[  ]	$[  ]		Portugal	[  ]	$[  ]
Austria	[  ]	$[  ]		Iceland	[  ]	$[  ]		Qatar	[  ]	$[  ]
Bahrain	[  ]	$[  ]		India	[  ]	$[  ]		Romania	[  ]	$[  ]
Bangladesh	[  ]	$[  ]		Indonesia	[  ]	$[  ]		Russia	[  ]	$[  ]
Belgium	[  ]	$[  ]		Ireland	[  ]	$[  ]		Saudi Arabia	[  ]	$[  ]
Bermuda	[  ]	$[  ]		Israel	[  ]	$[  ]		Serbia	[  ]	$[  ]
Botswana	[  ]	$[  ]		Italy	[  ]	$[  ]		Singapore	[  ]	$[  ]
Brazil	[  ]	$[  ]		Japan	[  ]	$[  ]		Slovakia	[  ]	$[  ]
Bulgaria	[  ]	$[  ]		Jordan	[  ]	$[  ]		Slovenia	[  ]	$[  ]
Canada	[  ]	$[  ]		Kenya	[  ]	$[  ]		South Africa	[  ]	$[  ]
Chile	[  ]	$[  ]		Kuwait	[  ]	$[  ]		South Korea	[  ]	$[  ]
China Connect	[  ]	$[  ]		Latvia	[  ]	$[  ]		Spain	[  ]	$[  ]
China (B Shares)	[  ]	$[  ]		Lithuania	[  ]	$[  ]		Sri Lanka	[  ]	$[  ]
Colombia	[  ]	$[  ]		Luxembourg	[  ]	$[  ]		Sweden	[  ]	$[  ]
Costa Rica	[  ]	$[  ]		Malaysia	[  ]	$[  ]		Switzerland	[  ]	$[  ]
Croatia	[  ]	$[  ]		Malta	[  ]	$[  ]		Taiwan	[  ]	$[  ]
Cyprus	[  ]	$[  ]		Mauritius	[  ]	$[  ]		Tanzania	[  ]	$[  ]
Czech Republic	[  ]	$[  ]		Mexico	[  ]	$[  ]		Thailand	[  ]	$[  ]
Denmark	[  ]	$[  ]		Morocco	[  ]	$[  ]		Tunisia	[  ]	$[  ]
Egypt	[  ]	$[  ]		Namibia	[  ]	$[  ]		Turkey	[  ]	$[  ]
Estonia	[  ]	$[  ]		Netherlands	[  ]	$[  ]		UAE	[  ]	$[  ]
Eswatini	[  ]	$[  ]		New Zealand	[  ]	$[  ]		Uganda	[  ]	$[  ]
Euroclear (Eurobonds)	[  ]	$[  ]		Nigeria	[  ]	$[  ]		Ukraine	[  ]	$[  ]
Euroclear (Non-Eurobonds)	Rates are available upon request	Rates are available upon request		Norway	[  ]	$[  ]		United Kingdom	[  ]	$[  ]
Finland	[  ]	$[  ]		Oman	[  ]	$[  ]		Uruguay	[  ]	$[  ]
France	[  ]	$[  ]		Pakistan	[  ]	$[  ]		Vietnam	[  ]	$[  ]
Germany	[  ]	$[  ]		Panama	[  ]	$[  ]		West African Economic Monetary Union (WAEMU)**	[  ]	$[  ]
Ghana	[  ]	$[  ]		Peru	[  ]	$[  ]		Zambia	[  ]	$[  ]
Greece	[  ]	$[  ]		Philippines	[  ]	$[  ]		Zimbabwe	[  ]	$[  ]

* Transaction Fee includes: Receive Versus Payment (RVP), Delivery Versus Payment (DVP), FREE REC, and FREE DEL activity related to securities settlement within U.S. Bank sub-custodian network.

** Includes Ivory Coast, Mali, Niger, Burkina Faso, Senegal, Guinea Bissau, Togo, and Benin.

Schedule II (continued) to the Custody Agreement-The RBB Fund, Inc. - Additional Global Sub-Custodial Services Annual Fee Schedule

Base Fee - $[ ] monthly base fee per account

(Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.

■ For all other markets specified above, surcharges may apply if a security is held outside of the local market.

Tax Reclamation Services: Tax reclaims that have been outstanding for more than [ ] ([ ]) months with the client will be charged $[ ] per claim.

Miscellaneous Expenses

■ Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.

■ A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.

■ SWIFT reporting and message fees.