Application for an order under section 6(c) of the Investment Company Act of 1940 (“Act”) for an exemption from Sections 2(a)(32), 5(a)(1), 22(d) and 22(e) of the Act and Rule 22c-1 under the Act, and under Sections 6(c) and 17(b) of the Act for exemptions from Sections 17(a)(1) and 17(a)(2) of the Act, and under Section 12(d)(1)(J) of the Act for exemptions from Sections 12(d)(1)(A) and 12(d)(1)(B) of the Act

Gateway Corporate Center, Ste 216

223 Wilmington West Chester Pike

Chadds Ford, PA 19317

Gateway Corporate Center, Ste 216

223 Wilmington West Chester Pike

Chadds Ford, PA 19317

As filed with the U.S. Securities and Exchange Commission on September 28, 2020

In this application, The RBB Fund, Inc. (“Company”) and Red Gate Advisers, LLC (“Adviser”) (together, the “Applicants”) apply for and request an order under Section 6(c) of the Investment Company Act of 1940, as amended (the “Act”), for an exemption from Sections 2(a)(32), 5(a)(1), 22(d) and 22(e) of the Act and Rule 22c-1 under the Act, and under Sections 6(c) and 17(b) of the Act for exemptions from Section 17(a)(1) and 17(a)(2) of the Act, and under Section 12(d)(1)(J) of the Act for exemptions from Sections 12(d)(1)(A) and (B) of the Act (“Order”). Except as noted herein, the Order would be subject to the same terms and conditions contained in a previous order, as may be amended from time to time, issued by the U.S. Securities and Exchange Commission (“Commission”) to permit the operations of Shielded Alpha^SM ETFs (“Reference Order”), which terms and conditions are hereby incorporated by reference into this Order.¹

Applicants request that the relief apply to the Shielded Alpha^SM ETF listed in Appendix A (the “Initial Fund”) and to any other existing or future registered open-end management investment company or series thereof that (a) is advised by the Adviser or any entity controlling, controlled by, or under common control with the Adviser (any such entity included in the term “Adviser”), (b) operates as a Shielded Alpha^SM ETF as described in the Reference Order, and (c) complies with the terms and conditions of the Order and of the Reference Order (each such company or series and Initial Fund, a “Fund”).²

No form having been specifically prescribed for this application, Applicants proceed under rule 0-2 under the Act.

The Company is a corporation organized under the laws of Maryland and will include certain series operating as Shielded Alpha^SM ETFs. The Company is registered with the Commission as an open-end management investment company under the Act.

The Adviser will be the investment adviser to the Initial Fund. The Adviser is a Pennsylvania limited liability company with its principal place of business in Chadds Ford, Pennsylvania. The Adviser and any other Adviser will be registered as an “investment adviser” under section 203 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser has entered into a licensing agreement with Blue Tractor Group LLC, or an affiliate thereof, in order to offer Shielded Alpha^SM ETFs.³

Subject to approval by the Fund’s board of directors, the Adviser will serve as investment adviser to the Funds. The Adviser may enter into subadvisory agreements with other investment advisers to act as subadvisers with respect to Funds (“Subadvisers”). Any Subadviser to a Fund will be registered with the Commission as an investment adviser under Section 203 of the Advisers Act.

A distributor (“Distributor”) will serve as the principal underwriter and distributor of shares of the Funds (“Shares”). The Distributor will be a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Distributor will distribute Shares on an agency basis. Applicants request that the relief requested in this application apply to any distributor of Shares, whether affiliated or unaffiliated with the Adviser and/or Subadviser. Any distributor will comply with the terms and conditions of this application and be registered under the Exchange Act as a broker-dealer.

Applicants agree that the Order will be subject to the same terms and conditions as the Reference Order, except as noted herein. For the reasons stated in the Reference Order, Applicants believe that:

•With respect to the relief requested pursuant to Section 6(c), the relief is appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act;

•With respect to the relief requested pursuant to Section 17(b), the proposed transactions are reasonable and fair and do not involve overreaching on the part of any person concerned, are consistent with the policies of each registered investment company concerned and with the general purposes of the Act; and

•With respect to the relief requested pursuant to Section 12(d)(1)(J), the relief is consistent with the public interest and the protection of investors.

Pursuant to Rule 0-2(f) under the Act, Applicants state that their addresses are as indicated on the first page of this application. Applicants further state that all written or oral communications concerning this application should be directed to the persons listed on the first page.

Applicants file this application in accordance with Rule 0-2 under the Act. Applicants have attached the required verifications to the application. In accordance with Rule 0-2(c) under the Act, Applicants state that all actions necessary to authorize the execution and filing of this application have been taken, and the persons signing and filing this document are authorized to do so on behalf of the Applicants. In the case of the Company, the relevant resolutions authorizing the filing are attached as Appendix B. In accordance with Rule 0-5 under the Act, Applicants request that the Commission issue the Order without holding a hearing.

Based on the facts, analysis and conditions in the application, Applicants respectfully request that the Commission issue the Order under sections 6(c), 17(b) and 12(d)(1)(J) of the Act granting the relief requested by this application.

In accordance with Rule 0-2(c), the undersigned states that all actions necessary to authorize the execution and filing of this application by The RBB Fund, Inc. have been taken, and that as President thereof, he is authorized to execute and file the same on behalf of The RBB Fund, Inc. and all actions necessary to execute and file such instrument have been taken. The undersigned further states that he is familiar with such instrument and its contents, and that the facts therein set forth are true to the best of his knowledge, information and belief.

In accordance with Rule 0-2(c), the undersigned states that all actions necessary to authorize the execution and filing of this application by Red Gate Advisers, LLC have been taken, and that as the President thereof, he is authorized to execute and file the same on behalf of Red Gate Advisers, LLC and all actions necessary to execute and file such instrument have been taken. The undersigned further states that he is familiar with such instrument and its contents, and that the facts therein set forth are true to the best of his knowledge, information and belief.

In accordance with Rule 0-2(d) under the Act, the undersigned states that he has duly executed the attached application dated September 28, 2020 for, and on behalf of, The RBB Fund, Inc.; that he is President of such entity; and that all actions necessary to authorize the undersigned to execute and file such instrument have been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

In accordance with Rule 0-2(d) under the Act, the undersigned states that he has duly executed the attached application dated September 28, 2020 for, and on behalf of, Red Gate Advisers, LLC; that he is the President of such company; and that all actions necessary to authorize the undersigned to execute and file such instrument have been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

Stance Equity ESG Large Cap Core ETF: The Fund’s investment objective is capital appreciation. The Fund will primarily invest in U.S. publicly traded equity securities.

RESOLVED, that the officers of the Company are hereby authorized to prepare and file with the Securities and Exchange Commission an application for an exemptive order, and any and all amendments thereto, pursuant to Section 6(c) of the Investment Company Act of 1940 (“Act”) for an exemption from Sections 2(a)(32), 5(a)(1), 22(d) and 22(e) of the Act and Rule 22c-1 under the Act, and under Sections 6(c) and 17(b) of the Act for exemptions from Section 17(a) of the Act, and under Section 12(d)(1)(J) of the Act for exemptions from Sections 12(d)(1)(A) and (B) of the Act; and further

RESOLVED, that each of the officers of the Company is hereby authorized and directed to take any and all actions in accordance with the respective duties of each, including without limitation, making, executing, acknowledging and delivering all documents, and paying all necessary fees and expenses, as in any such officer’s judgment may be necessary or advisable in order to carry out the purposes of the foregoing resolutions, the authority granted hereby to be conclusively evidenced by the taking of such action or the execution and delivery of any such document.

The RBB Fund, Inc.

	By:	/s/ Salvatore Faia

	Name:	Salvatore Faia
	Title:	President

Red Gate Advisers, LLC

	By:	/s/ Craig A. Urciuoli

	Name:	Craig A. Urciuoli
	Title:	President

	The RBB Fund, Inc.

	By:	/s/ Salvatore Faia
	Name:	Salvatore Faia
	Title:	President

	Red Gate Advisers, LLC

	By:	/s/ Craig A. Urciuoli
	Name:	Craig A. Urciuoli
	Title:	President

	The RBB Fund, Inc.

	By:	/s/ Salvatore Faia
	Name:	Salvatore Faia
	Title:	President

	Red Gate Advisers, LLC

	By:	/s/ Craig A. Urciuoli
	Name:	Craig A. Urciuoli
	Title:	President