0001398344-20-023165 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT Stance Equity ESG Large Cap Core ETF
Investment Advisory Agreement • November 23rd, 2020 • RBB Fund, Inc. • Delaware

AGREEMENT made as of ___________, 2020 between THE RBB FUND, INC., a Maryland corporation (herein called the "Fund"), and RED GATE ADVISERS, LLC, a Delaware limited liability company (herein called the "Investment Adviser").

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FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
Form of Investment Sub-Advisory Agreement • November 23rd, 2020 • RBB Fund, Inc. • Delaware

AGREEMENT, dated as of ____________, 2020 by and between Red Gate Advisers, LLC, a Delaware limited liability company (the “Adviser”) and Stance Capital LLC, a Massachusetts limited liability company (the “Sub-Adviser”).

TRADING ADVISORY AGREEMENT Abbey Capital Multi Asset Fund
Trading Advisory Agreement • November 23rd, 2020 • RBB Fund, Inc. • Delaware

This Trading Advisory Agreement (this “Agreement”) is entered into as of the 1st day of July, 2020 and shall take effect on the Effective Date ( as defined below) by and among THE RBB FUND, INC., a Maryland corporation (herein called the “Fund”) for and on behalf of the Abbey Capital Multi Asset Fund (the “Portfolio”), ABBEY CAPITAL LIMITED, an Irish limited company (the “Adviser”), ABBEY CAPITAL MULTI ASSET OFFSHORE FUND LIMITED, an exempted company incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of the Portfolio (the “Subsidiary”) and CRABEL CAPITAL MANAGEMENT, LLC, a Wisconsin limited liability company, with its principal office at 10250 Constellation BLVD, Suite 2650, Los Angeles, CA 90067 (the “Trader”) (each, a “Party” and together the “Parties”).

FORM OF DISTRIBUTION AGREEMENT
Form of Distribution Agreement • November 23rd, 2020 • RBB Fund, Inc. • Delaware

THIS AGREEMENT is made and entered into as of [Insert Date], by and between The RBB Fund, Inc., a Maryland corporation (the “Company”) and Herald Investment Marketing, LLC, a Pennsylvania limited liability company (the “Distributor”). Red Gate Advisers, LLC, a Delaware limited liability company and an investment advisor to the Company (the “Advisor”), is a party hereto with respect to Sections 3 F. and 6 only.

FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Agreement • November 23rd, 2020 • RBB Fund, Inc.

THIS FIRST AMENDMENT, effective as of August 1, 2020, to the Distribution Agreement, dated as of March 31, 2020 (the "Agreement"), is entered into by and between THE RBB FUND, INC., a Maryland corporation, (the "Company"), Quasar Distributors, LLC, a Delaware limited liability company (the "Distributor"), and Abbey Capital Limited, an Irish limited company and an investment adviser to certain series of the Company (the "Adviser") (Company, Distributor, and Adviser each a "Party" and collectively, the "Parties").

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT with Vident Investment Advisory, LLC
Form of Investment Sub-Advisory Agreement • November 23rd, 2020 • RBB Fund, Inc. • Delaware

This INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) is made as of this __th day of _________, 202_ by and among RED GATE ADVISERS, LLC, a Pennsylvania limited liability company company with its principal place of business at 223 WILMINGTON WEST CHESTER PIKE #216, CHADDS FORD, PENNSYLVANIA 19317 (the “Adviser”), THE RBB FUND, INC. (the “Company”), and VIDENT INVESTMENT ADVISORY, LLC, a Delaware limited liability company with its principal place of business located at 1125 Sanctuary Parkway, Suite 515, Alpharetta, GA 30009 (the “Sub-Adviser”).

FORM OF EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Form of Expense Limitation and Reimbursement Agreement • November 23rd, 2020 • RBB Fund, Inc. • Delaware

THIS EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT (the “Agreement”) is effective as of the [ ], 2021 by and between Red Gate Advisers, LLC (the “Adviser”), a Delaware limited liability company and The RBB Fund, Inc., a Maryland corporation (the “Company”), on behalf of its series listed on Appendix A hereto (the “Fund”).

FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Agreement • November 23rd, 2020 • RBB Fund, Inc.

THIS FIRST AMENDMENT, effective as of August 1st, 2020, to the Distribution Agreement, dated as of March 31st, 2020 (the "Agreement"), is entered into by and between THE RBB FUND, INC., a Maryland corporation, (the "Company"), Quasar Distributors, LLC, a Delaware limited liability company (the "Distributor"), and Orinda Asset Management, LLC, an investment adviser to the Company (the "Adviser") (Company, Distributor, and Adviser each a "Party" and collectively, the "Parties").

FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Agreement • November 23rd, 2020 • RBB Fund, Inc.

THIS FIRST AMENDMENT, effective as of August I , 2020, to the Distribution Agreement, dated as of March 31, 2020 (the "Agreement"), is entered into by and between THE RBB FUND, INC., a Maryland corporation, (the "Company" ), Quasar Distributors, LLC, a Delaware limited liability company (the " Distributor" ), and Boston Partners Global Investors, Inc., a Delaware corporation and an investment adviser to certain series of the Company (the "Adviser") (Company, Distributor, and Adviser each referred to herein as a "Party" and collectively, the "Parties").

FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Agreement • November 23rd, 2020 • RBB Fund, Inc.

THIS FIRST AMENDMENT, effective as of August 1st, 2020, to the Distribution Agreement, dated as of March 31st, 2020 (the "Agreement"), is entered into by and between THE RBB FUND, INC., a Maryland corporation, (the "Company"), Quasar Distributors, LLC, a Delaware limited liability company (the "Distributor"), and Motley Fool Asset Management, LLC, an investment adviser to the Company (the "Adviser") (Company, Distributor, and Adviser each a "Party" and collectively, the "Parties").

FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Agreement • November 23rd, 2020 • RBB Fund, Inc.

THIS FIRST AMENDMENT, effective as of August 1st, 2020, to the Distribution Agreement, dated as of March 31st, 2020 (the "Agreement"), is entered into by and between THE RBB FUND, INC., a Maryland corporation, (the "Company"), Quasar Distributors, LLC, a Delaware limited liability company (the "Distributor"), and Bogle Investment Management, L.P., a Delaware limited partnership and an investment adviser to the Company (the "Adviser") (Company, Distributor, and Adviser each a "Party" and collectively, the "Parties").

FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Agreement • November 23rd, 2020 • RBB Fund, Inc.

THIS FIRST AMENDMENT, effective as of August I , 2020, to the Distribution Agreement, dated as of March 31, 2020 (the "Agreement"), is entered into by and between THE RBB FUND, INC., a Maryland corporation, (the "Company" ), Quasar Distributors, LLC, a Delaware limited liability company (the " Distributor" ), and Campbell & Company Investment Adviser LLC, an investment adviser to certain series of the Company (the "Adviser") (Company, Distributor, and Adviser each referred to herein as a "Party" and collectively, the "Parties").

FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Agreement • November 23rd, 2020 • RBB Fund, Inc.

THIS FIRST AMENDMENT, effective as of August 1st, 2020, to the Distribution Agreement, dated as of March 31st, 2020 (the "Agreement"), is entered into by and between THE RBB FUND, INC., a Maryland corporation, (the "Company"), Quasar Distributors, LLC, a Delaware limited liability company (the "Distributor"), and Altair Advisers LLC, a Delaware limited liability company and an investment adviser to the Company (the "Adviser") (Company, Distributor, and Adviser each a "Party" and collectively, the "Parties").

FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Agreement • November 23rd, 2020 • RBB Fund, Inc.

THIS FIRST AMENDMENT, effective as of August 1st, 2020, to the Distribution Agreement, dated as of March 31st, 2020 (the "Agreement"), is entered into by and between THE RBB FUND, INC., a Maryland corporation, (the "Company"), Quasar Distributors, LLC, a Delaware limited liability company (the "Distributor"), and Summit Global Investments, LLC, a Utah limited liability company and an investment adviser to the Company (the "Adviser") (Company, Distributor, and Adviser each a "Party" and collectively, the "Parties").

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