EX-99.28 3 fp0092454-1_ex9928g16.htm

FIFTEENTH AMENDMENT TO THE

AMENDED AND RESTATED CUSTODY AGREEMENT

 

THIS FIFTEENTH AMENDMENT effective as of the last date on the signature block, 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 with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

 

RECITALS

 

WHEREAS, the parties have entered into the Agreement; and

 

WHEREAS, the parties desire to amend the Agreement to amend Exhibit A of the Agreement, the funds list of the Company, to add the following funds:

 

- SGI Enhanced Market Leaders ETF
-F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF
-F/m High Yield 100 ETF

 

WHEREAS, the parties desire to amend the Agreement to update Schedule I and Schedule II of the Agreement, and

 

WHEREAS, 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 as follows:

 

1. Exhibit A of the Agreement is hereby superseded and replaced in its entirety with Amended Exhibit A attached hereto.
2.Effective January 1, 2025, Schedule I of the Agreement is hereby superseded and replaced in its entirety with Amended Schedule I attached hereto.
3.Effective January 1, 2025, Schedule II of the Agreement is hereby superseded and replaced in its entirety with Amended Schedule II attached hereto.

 

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

 

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

 

THE RBB FUND, INC.   U.S. BANK NATIONAL ASSOCIATION  
           
By: /s/ James G. Shaw   By: /s/ Gregory Farley  
Name: James G. Shaw   Name: Gregory Farley  
Title: CFO/COO & Secretary   Title: Sr. Vice President  
Date: 2/20/2025   Date: 2/20/25  

 

 

Page 1 

 

Exhibit A

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

Campbell Systematic Macro Fund

Campbell Systematic Macro Offshore Limited

F/m 10-Year Investment Grade Corporate Bond ETF

F/m 9-18 Month Investment Grade Corporate Bond ETF

F/m 15+ Year Investment Grade Corporate Bond ETF

F/m 20-Year Investment Grade Corporate Bond ETF

F/m 2-Year Investment Grade Corporate Bond ETF

F/m 30-Year Investment Grade Corporate Bond ETF

F/m 3-Year Investment Grade Corporate Bond ETF

F/m 5-Year Investment Grade Corporate Bond ETF

F/m 6-Month Investment Grade Corporate Bond ETF

F/m 7-Year Investment Grade Corporate Bond ETF

F/m Opportunistic Income ETF

F/m Investments Large Cap Focused Fund

F/m Emerald Life Sciences Innovation ETF

F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF

F/m High Yield 100 ETF

Free Market Fixed Income Fund

Free Market International Equity Fund

Free Market US Equity Fund

Matson Money Fixed Income VI Portfolio

Matson Money International Equity VI Portfolio

Matson 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

 

Page 2 

 

Motley Fool Next Index ETF

Motley Fool Small-Cap Growth ETF

Oakhurst Fixed Income Fund

Oakhurst Short Duration Bond Fund

Oakhurst Short Duration High Yield Credit Fund

Optima Strategic Credit Fund

SGI Dynamic Tactical ETF

SGI Enhanced Core ETF

SGI Enhanced Global Income ETF

SGI Enhanced Market Leaders ETF

SGI Enhanced Nasdaq-100 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

US Treasury 3 Month Bill ETF

US Treasury 6 Month Bill ETF

US Treasury 12 Month Bill ETF

US Treasury 20 Year Bond ETF

US Treasury 30 Year Bond ETF

US Treasury 2 Year Note ETF

US Treasury 3 Year Note ETF

US Treasury 5 Year Note ETF

US Treasury 7 Year Note ETF

US Treasury 10 Year Note ETF

WPG Partners Select Hedged Fund

WPG Partners Select Small Cap Value Fund

WPG Partners Small Cap Value Diversified Fund

 

Page 3 

 

Schedule I

 

Mutual Fund Fees

 

Custody Services Fee Schedule

Annual Fee Based Upon Average Net Assets on the Fund Complex

 

[ ] basis points on the first $[ ]billion

[ ] 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, Margin Variation Wire and outbound Fed wire
§$[ ] – Physical security transaction
§$[ ] – Check disbursement (waived if U.S. Bancorp is Administrator)
§$[ ] Manual instructions fee. (Additional Per Securities and Cash Transactions) – Shall be mutually agreed upon

 

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

 

Miscellaneous Expenses

All other 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

§Additional fees apply for global servicing. Fund of Fund expenses quoted separately.
§$[ ] per custody sub – account per year (e.g., per sub –adviser, segregated account, etc.)
§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.
§Third Party lending - Additional fees will apply

 

Fees are calculated pro rata and billed monthly.

 

Page 4 

 

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.

 

5 

 

Global Custody Base Fee

A monthly base fee of $[ ] per fund will apply based on the number of foreign securities held. If no global assets are held within a given month, the monthly base charge will not apply for that month. Safekeeping and transaction fees are assessed on security and currency transactions.

 

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, central securities depository fees, securities market regulator 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.

 

Non Eurobonds rate sheet – below rate is applied on ISINs held at Euroclear plus (in addition to standard [ ] basis point charge.) Non Eurobond rate is calculated on any ISIN code listed below held at Euroclear at month end.

 

Page 6 

 

Market Non Eurobond ISIN code Non Eurobond Rate ISINs held at EOC*
ARGENTINA AR [ ]
AUSTRALIA AU [ ]
BELGIUM BE [ ]
CANADA CA [ ]
CHILE CL [ ]
CZECH REPUBLIC CZ [ ]
DENMARK DK [ ]
FINLAND FI [ ]
FRANCE FR [ ]
GERMANY DE [ ]
GREECE GG [ ]
HOLLAND NL [ ]
HONG KONG HK [ ]
HUNGARY HU [ ]
ISRAEL IL [ ]
ITALY IT [ ]
JAPAN JP [ ]
LUXEMBOURG LU [ ]
MEXICO MX [ ]
NEWZEALAND NZ [ ]
NORWAY NO [ ]
PERU PE [ ]
POLAND PL [ ]
PORTUGAL PT [ ]
ROMANIA RO [ ]
RUSSIA RU [ ]
SINGAPORE SG [ ]
SLOVAK REPUBLIC SK [ ]
SLOVENIA SI [ ]
SPAIN ES [ ]
SOUTH-AFRICA ZA [ ]
SWEDEN SE [ ]
SWITZERLAND CH [ ]
THAILAND TH [ ]
UNITED KINGDOM GB [ ]
UNITED STATES US [ ]

 

 

Page 7 

 

Schedule II

 

ETF Fees

 

Base Fee for Custody Services

 

Annual Fee Based Upon Average Net Assets on the Fund Complex

 

[ ] basis points on the first $[ ]billion

[ ] 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 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
§$[ ] – Book entry DTC transaction, Federal Reserve transaction, principal paydown
§$[ ] – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction
§$[ ] – Option/SWAPS/future contract written, exercised or expired
§$[ ] – Mutual fund trade, Margin Variation Wire and outbound Fed wire
§$[ ] – Physical security transaction
§$[ ] – Check disbursement (waived if U.S. Bancorp is Administrator)
§$[ ] Manual instructions fee. (Additional Per Securities and Cash Transactions) – Shall be mutually agreed upon

 

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

 

Miscellaneous Expenses

All other 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

§Additional fees apply for global servicing. Fund of Fund expenses quoted separately.
§$[ ] per custody sub – account per year (e.g., per sub –adviser, segregated account, etc.)
§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.
§Third Party lending - Additional fees will apply

 

Fees are calculated pro rata and billed monthly.

 

 

Page 8 

 

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.

 

Page 9 

 

Global Custody Base Fee

A monthly base fee of $[ ] per fund will apply based on the number of foreign securities held. If no global assets are held within a given month, the monthly base charge will not apply for that month. Safekeeping and transaction fees are assessed on security and currency transactions.

 

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, central securities depository fees, securities market regulator 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.
§Non Eurobonds rate sheet – below rate is applied on ISINs held at Euroclear plus (in addition to standard 1 basis point charge.) Non Eurobond rate is calculated on any ISIN code listed below held at Euroclear at month end.

 

Page 10 

 

Market Non Eurobond ISIN code Non Eurobond Rate ISINs held at EOC*
ARGENTINA AR [ ]
AUSTRALIA AU [ ]
BELGIUM BE [ ]
CANADA CA [ ]
CHILE CL [ ]
CZECH REPUBLIC CZ [ ]
DENMARK DK [ ]
FINLAND FI [ ]
FRANCE FR [ ]
GERMANY DE [ ]
GREECE GG [ ]
HOLLAND NL [ ]
HONG KONG HK [ ]
HUNGARY HU [ ]
ISRAEL IL [ ]
ITALY IT [ ]
JAPAN JP [ ]
LUXEMBOURG LU [ ]
MEXICO MX [ ]
NEWZEALAND NZ [ ]
NORWAY NO [ ]
PERU PE [ ]
POLAND PL [ ]
PORTUGAL PT [ ]
ROMANIA RO [ ]
RUSSIA RU [ ]
SINGAPORE SG [ ]
SLOVAK REPUBLIC SK [ ]
SLOVENIA SI [ ]
SPAIN ES [ ]
SOUTH-AFRICA ZA [ ]
SWEDEN SE [ ]
SWITZERLAND CH [ ]
THAILAND TH [ ]
UNITED KINGDOM GB [ ]
UNITED STATES US [ ]

 

 

Page 11