EX-99.28.D.18.A 2 fp0062420_ex9928d18a.htm

 

AMENDMENT TO TRADING ADVISORY AGREEMENT

 

THIS AMENDMENT is entered into on the 16th day of December, 2020, by and among:

 

1.Abbey Capital Onshore Series LLC (the “Onshore LLC”) a Delaware series limited liability company acting for and on behalf of the series designated as Series 5 (“Series 5”)

 

2.Abbey Capital Offshore Fund SPC, a Segregated Portfolio Company incorporated under the laws of the Cayman Islands (the “Company”) acting for and on behalf of the segregated portfolio designated as Segregated Portfolio 5 (“SP5”)

 

3.Abbey Capital Limited, a company organized under the laws of Ireland with its principal office at 1- 2 Cavendish Row, Dublin 1, Ireland (“Adviser”)

 

4.Graham Capital Management, L.P., a Delaware limited partnership under the laws of the U.S.A. with its principal office at 40 Highland Avenue, Rowayton, Connecticut, U.S.A. (the “Trader”)

 

(the Onshore LLC, the Adviser, the Company and the Trader, together the “Parties”)

 

WHEREAS the Adviser has entered into an Investment Advisory Agreement dated the 25th day of June, 2014 (the “Investment Advisory Agreement”) with The RBB Fund, Inc. (the “Fund”), relating to the provision of investment advisory services to the Abbey Capital Futures Strategy Fund (the “Portfolio”);

 

WHEREAS the Onshore LLC is a wholly-owned subsidiary of the Portfolio;

 

WHEREAS the Company is a wholly-owned subsidiary of Abbey Capital Master Offshore Fund Limited an exempted company incorporated under the laws of the Cayman Islands and Abbey Capital Master Offshore Fund Limited is a wholly-owned subsidiary of the Portfolio;

 

WHEREAS the Adviser has also entered into an investment advisory agreement dated the 2nd day of October, 2018 (the “Delaware IMA”) with the Onshore LLC relating to the provision of investment advisory services to the Onshore LLC and each of its segregated series including the series designated as Series 5;

 

WHEREAS the Adviser has entered into an Amended and Restated Investment Advisory Agreement dated the 9th day of October, 2018 (the “Company IMA”) (the Investment Advisory Agreement, Delaware IMA, and the Company IMA, together the “Advisory Agreements”) with the Company, relating to the provision of investment advisory services to the Company and each of its segregated portfolios including SP5 ;

 

WHEREAS, the Parties, have entered into a Trading Advisory Agreement dated 9th day of October, 2018 as amended (the “Trading Advisory Agreement”), whereby the Trader was appointed to act as a commodity trading advisor to Series 5 and SP5; and

 

WHEREAS, the Parties now wish to amend the Trading Advisory Agreement as set out in this amendment agreement (the “Amendment”).

 

NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

 

1.Appendix A of the Trading Advisory Agreement shall be deleted in its entirety and replaced with Appendix A attached hereto.

 

2.Except where the context otherwise requires, terms and expressions described in this Amendment shall bear the same meaning as those given to them in the Trading Advisory Agreement.

 1

 

3.This Amendment is subject to and shall be construed and enforced with the laws applicable to the Trading Advisory Agreement and the jurisdiction provisions of the Trading Advisory Agreement shall apply equally to this Amendment.

 

4.This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The Parties agree that this Amendment may be exchanged by electronic means and that any portable document format (pdf) file, facsimile or other reproduction of its signature on any counterpart of this Amendment shall be equal to and enforceable and shall have the same binding force and effect as its original signature.

 

5.Except as expressly amended by the Amendment, the Parties hereby confirm that in all other respects the Trading Advisory Agreement and the rights and obligations therein remain in full force and effect.

 

6.This Amendment shall be deemed effective as at the open of business on the 17th day of December, 2020.

 

[remainder of the page intentionally blank, signature page to follow]

 2

 

IN WITNESS WHEREOF the Parties hereto have caused the Amendment to be duly executed.

 

For and on behalf of  
Graham Capital Management, L.P.  
   
Signed: /s/ Brian Douglas  
     
Name: Brian Douglas  
     
Title: COO  
     
Date: 12/16/2020  
     
For and on behalf of  
Abbey Capital Limited  
     
Signed: /s/ Mick Swift  
     
Name: Mick Swift  
     
Title: CEO  
     
Date: 17-Dec-2020  
     
Signed: /s/ Tony Gannon  
     
Name: Tony Gannon  
     
Title: CIO  
     
Date: 17-Dec-2020  
     
Abbey Capital Offshore Fund SPC acting for and on behalf of the segregated portfolio designated as Segregated Portfolio 5
     
Signed: /s/ Peter Carney  
     
Name: Peter Carney  
     
Title: Authorised Signatory  
     
Date: 17-Dec-2020  
     
Abbey Capital Onshore Series LLC acting for and on behalf of the series designated as Series 5
     
Signed: /s/ James G. Shaw  
     
Name: James G. Shaw  
     
Title: CFO/Treasurer & Secretary  
     
Date: 12/17/2020  

 3

 

Appendix A

 

Trading Fees

 

4