DEF 14C 1 fp0089411-1_def14c.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

Schedule 14C

 

(Rule 14c-101)

 

Schedule 14C Information

 

Information Statement pursuant to Section 14(c) of the

Securities Exchange Act of 1934 (Amendment No. )

 

Check the appropriate box:

 

[    ]       Preliminary information statement.

[    ]       Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)).

[X]       Definitive information statement.

 

The RBB Fund, Inc.

(Name of Registrant as Specified in Its Charter)

 

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[X]No fee required.

 

[    ]Fee computed on table below per
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ABBEY CAPITAL FUTURES STRATEGY FUND

 

(INVESTMENT PORTFOLIO OF THE RBB FUND, INC.)

 

615 East Michigan Street

 

Milwaukee, WI 53202

 

July 26, 2024

 

Dear Shareholder:

 

This letter is being provided to shareholders of the Abbey Capital Futures Strategy Fund (the “Fund”), a portfolio of The RBB Fund, Inc. (the “Company”), to notify shareholders of a new trading advisory agreement with a new trading adviser.

 

Abbey Capital Limited (“Abbey Capital” or the “Adviser”) and the Company are required to furnish shareholders with information about new trading advisers and trading advisory agreements. This notification is a condition of an exemptive order that Abbey Capital and the Company received from the Securities and Exchange Commission (the “SEC”) permitting Abbey Capital, as the Fund’s investment adviser, to hire new trading advisers or make changes to existing trading advisory agreements with the approval of the Company’s board of directors, but without obtaining approval of the Fund’s shareholders.

 

The enclosed “Information Statement” provides information relating to the approval of a new trading advisory agreement with a new trading adviser of the Fund. The approval of the new trading advisory agreement as described in the Information Statement does not require shareholder approval.

 

Please take a few minutes to review the attached materials. Thank you for your investment in the Abbey Capital Futures Strategy Fund.

 

Best regards,

 

Steven Plump

President

The RBB Fund, Inc., on behalf of the Abbey Capital Futures Strategy Fund

 

 

IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF THE INFORMATION STATEMENT

 

The Information Statement is available at www.abbeycapital.com

 

ABBEY CAPITAL FUTURES STRATEGY FUND

(INVESTMENT PORTFOLIO OF THE RBB FUND, INC.)

615 East Michigan Street

Milwaukee, WI 53202

 

INFORMATION STATEMENT

 

July 26, 2024

 

This Information Statement is being provided to the shareholders of the Abbey Capital Futures Strategy Fund (the “Fund”), a portfolio of The RBB Fund, Inc. (the “Company”), to provide information regarding a new trading advisory agreement (the “Trading Advisory Agreement”) among Abbey Capital Limited (“Abbey Capital” or the “Adviser”), QMS Capital Management LP (“QMS”), Abbey Capital Offshore Fund SPC, an indirect wholly-owned and controlled subsidiary of the Fund organized as a segregated portfolio company under the laws of the Cayman Islands (the “SPC”), and Abbey Capital Onshore Series LLC, another wholly-owned subsidiary of the Fund organized as a Delaware series limited liability company (the “Onshore Subsidiary” and, together with the SPC, the “Subsidiaries”). THIS INFORMATION STATEMENT DOES NOT RELATE TO A MEETING OF THE FUND’S SHAREHOLDERS OR TO ANY ACTION BY SHAREHOLDERS. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

 

Background

 

The Company is an open-end management investment company organized as a corporation under the laws of the State of Maryland. The Company currently consists of 66 separate portfolios, including the Fund.

 

The Fund seeks to provide long-term capital appreciation, with current income as a secondary objective. The Fund seeks to achieve its investment objective by allocating its assets between a “Managed Futures” strategy and a “Fixed Income” strategy. The Managed Futures strategy is achieved by the Fund investing a portion of its assets in the Onshore Subsidiary and up to 25% of its total assets in Abbey Capital Master Offshore Fund Limited, a wholly-owned and controlled subsidiary of the Fund organized under the laws of the Cayman Islands (the “Cayman Subsidiary”). The Cayman Subsidiary, in turn, invests all or substantially all of its assets in segregated portfolios of the SPC. The Cayman Subsidiary serves solely as an intermediate entity through which the Fund invests in the SPC. The Cayman Subsidiary makes no independent investment decisions and has no investment or other discretion over the Fund’s investable assets. The Managed Futures strategy investments are designed to achieve capital appreciation in the financial and commodities futures markets. The Adviser allocates the assets of the Subsidiaries to one or more trading advisers (“Trading Advisers”) to manage in percentages determined at the discretion of the Adviser.

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In addition to QMS, the Fund’s Trading Advisers consist of the following existing Trading Advisers: Aspect Capital Limited; Crabel Capital Management, LLC; Eclipse Capital Management, Inc.; Episteme Capital Partners (UK), LLP; Graham Capital Management, LP; P/E Global, LLC; Revolution Capital Management; R.G. Niederhoffer Capital Management, Inc.; LLC; Systematica Investments Limited; Tudor Investment Corporation; Welton Investment Partners LLC; and Winton Capital Management Limited.

 

The Adviser may allocate assets of the Subsidiaries to multiple Managed Futures portfolios (the “Segregated Portfolios”) that include investment styles or sub-strategies such as (i) trend following, (ii) discretionary, fundamentals-based investing with a focus on macroeconomic analysis, (iii) strategies that pursue both fundamental and technical trading approaches, (iv) other specialized approaches to specific or individual market sectors such as equities, interest rates, metals, agricultural and soft commodities, and (v) systematic trading strategies which incorporate technical and fundamental variables.

 

Each Trading Adviser manages one or more of its own Segregated Portfolios. Each Trading Adviser invests according to a Managed Futures strategy in one or a combination of (i) options, (ii) futures, (iii) forwards, (iv) spot contracts, or (v) swaps, including total return swaps, each of which may be tied to (i) commodities, (ii) financial indices and instruments, (iii) foreign currencies, or (iv) equity indices. All commodities futures and commodities-related investments are made in the Segregated Portfolios of the SPC. Each current Trading Adviser is registered with the U.S. Commodity Futures Trading Commission (the "CFTC") as a Commodity Trading Advisor (“CTA”). Trading Advisers that are not registered with the SEC as investment advisers provide advice only regarding matters that do not involve securities.

 

The Fixed Income strategy invests the Fund's assets primarily in investment grade fixed income securities (of all durations and maturities) in order to generate interest income and capital appreciation, which may add diversification to the returns generated by the Fund's Managed Futures strategy.

 

The Adviser has entered into a trading advisory agreement with each Trading Adviser to manage a portion of the Subsidiaries’ assets. Each Trading Adviser makes investment decisions for the assets it has been allocated to manage. The Adviser oversees the Trading Advisers for compliance with the Fund’s investment objective, policies, strategies and restrictions, and monitors each Trading Adviser’s adherence to its investment style. The board of directors of the Company (the “Board”) supervises the Adviser and the Trading Advisers, establishes policies that they must follow in their management activities, and oversees the hiring, termination and replacement of Trading Advisers recommended by the Adviser.

 

Not all of the Trading Advisers listed for the Subsidiaries may be actively managing assets for one or both of the Subsidiaries at all times. Subject to the oversight of the Board, the Adviser may temporarily allocate the assets of one or both of the Subsidiaries away from a Trading Adviser. Situations in which the Adviser may make such a determination include changes in the level of assets in the Fund, changes to the Adviser's view of the Trading Adviser's current opportunities, changes in a Trading Adviser's personnel or a Trading Adviser's adherence to an investment strategy.

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The Fund is managed by the Adviser and one or more Trading Advisers unaffiliated with the Adviser. The Adviser also has the ultimate responsibility to oversee the Trading Advisers, and to recommend their hiring, termination and replacement, subject to approval by the Board. The Fund compensates the Adviser for its services at the annual rate of 1.77% of the Fund’s average annual net assets, payable on a monthly basis in arrears. The Adviser compensates the Trading Advisers out of the advisory fee that it receives from the Fund.

 

The Fund has registered four classes of shares: Class I Shares, Class A Shares, Class C Shares and Class T Shares. Class T Shares are not currently available for sale. The Adviser has contractually agreed to waive its advisory fee and/or reimburse expenses in order to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) to 1.79%, 2.04%, 2.79% and 2.04% of the Fund’s average daily net assets attributable to Class I Shares, Class A Shares, Class C Shares and Class T Shares, respectively. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause net Total Annual Fund Operating Expenses to exceed 1.79%, 2.04%, 2.79% or 2.04% as applicable: acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes. This contractual limitation is in effect until December 31, 2024 and may not be terminated prior to that date without the approval of the Board. If at any time the Fund’s Total Annual Fund Operating Expenses (not including acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes) for a year are less than 1.79%, 2.04%, 2.79% or 2.04%, as applicable, the Adviser may recoup any waived or reimbursed amounts from the Fund within three years from the date on which such waiver or reimbursement was made by the Adviser, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement.

 

QMS Capital Management LP and the QMS Agreement

 

At a regular meeting of the Board held on November 15-16, 2023 (the “Meeting”), the directors, including a majority of those directors who are not “interested persons” of the Company (as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) voting separately, approved a new trading advisory agreement among Abbey Capital, QMS, and the Subsidiaries (the “QMS Agreement”). The initial allocation of Fund assets to QMS occurred on April 29, 2024.

 

The terms and conditions of the QMS Agreement are substantially the same as those of the existing trading advisory agreements with the Fund's other Trading Advisers, except that the fee rate to be paid to QMS under the QMS Agreement may differ from the fee rate charged by the Fund's other Trading Advisers pursuant to their respective trading advisory agreements with the Adviser. Under the QMS Agreement, QMS receives a fee from the Adviser to manage a portion of the assets of one or both of the Subsidiaries allocated to QMS by the Adviser (the “Allocated Assets”). Such fee is paid by the Adviser and not by the Fund or the Subsidiaries out of the advisory fee paid by the Fund to the Adviser pursuant to their advisory agreement (“Advisory Agreement”). The Fund would have paid the same amount of advisory fees had the QMS Agreement been in effect during the last fiscal year.

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The QMS Agreement provides that QMS shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiaries in accordance with the terms of the QMS Agreement and the Supplemental Trading Agreement entered into by the Adviser and QMS in relation to the Allocated Assets and in accordance with (i) the investment objective, policies and restrictions of the Subsidiaries and the Fund in relation to the Subsidiaries set forth in the Fund’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Company’s Chief Compliance Officer, or by the Board, that have been furnished in writing to QMS, provided that QMS receives reasonable notice prior to the effective date of such policies or guidelines so that QMS may comply with them; (ii) the written instructions and directions received from the Adviser and the Company as delivered; and (iii) all laws applicable to QMS’s duties under the QMS Agreement, all as may be in effect from time to time.

 

The QMS Agreement provides that QMS may, on occasions when it deems the purchase or sale of a commodity interest (including futures contracts, options on futures contracts [selling uncovered options is not permitted], spot or forward contracts or commodities and swaps) to be in the best interests of a Subsidiary as well as other fiduciary or agency accounts managed by QMS, aggregate, to the extent permitted by applicable laws and regulations, the commodity interests to be sold or purchased in order to obtain the best overall terms available. QMS agrees to be aware of the position limits imposed on it, on certain commodity interest contracts by the CFTC or applicable contract market. QMS currently believes and represents that such speculative limits will not materially affect its trading recommendations or strategy for the Subsidiaries given QMS’s current accounts and all proposed accounts for which QMS has a contract to act as a CTA.

 

The QMS Agreement provides that it will continue in effect for an initial term ending August 16, 2025, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the directors of the Company who are not interested persons of the Company, the Adviser or QMS, cast in person at a meeting called for the purpose of voting on such approval. The QMS Agreement may at any time be terminated without penalty on 60 days’ written notice to QMS by vote of the Board or by vote of a majority of the outstanding voting securities of the Fund, by QMS on 60 days' written notice to the Company and the Adviser, or by the Adviser immediately upon notice to QMS, and the QMS Agreement terminates automatically in the event of an assignment (as defined in the 1940 Act) or upon termination of the Advisory Agreement.

 

The QMS Agreement provides that QMS shall not be liable for any loss arising out of any services carried out under or in connection with the QMS Agreement or the Supplemental Trading Agreement, except a loss resulting from QMS’s material breach of the QMS Agreement or of its representations or warranties therein, or from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties thereunder. Under no circumstances shall QMS be liable for any loss arising out of any act or omission taken by another trading adviser, or any other third party, in respect of any portion of the Fund’s assets not managed by QMS.

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The QMS Agreement provides that QMS shall indemnify the Adviser, the Company, the Fund and the Subsidiaries, and their respective affiliates and controlling persons (the “Adviser Indemnified Persons”) for any liability and expenses, including reasonable attorneys' fees, which the Adviser Indemnified Persons may sustain as a result of QMS’s breach of the QMS Agreement or its representations and warranties therein or as a result of QMS’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties thereunder or violation of applicable law; provided, however, that the Adviser Indemnified Persons shall not be indemnified for any liability or expenses that may be sustained as a result of the Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under the QMS Agreement.

 

The QMS Agreement provides that the Adviser shall indemnify QMS, its affiliates and their respective controlling persons (the “QMS Indemnified Persons”) for any liability and expenses, including reasonable attorneys' fees, arising from, or in connection with, the Adviser's breach of the QMS Agreement or its representations and warranties therein or as a result of the Adviser's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties thereunder or violation of applicable law; provided, however, that QMS Indemnified Persons shall not be indemnified for any liability or expenses that may be sustained as a result of QMS’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under the QMS Agreement.

 

Information About QMS. QMS manages a portion of the Fund’s assets using its Medium-Term Macro strategy. QMS Capital Management LP is a Delaware limited partnership formed in 2008 and is located at 240 Leigh Farm Road, Ste 450, Durham, NC 27707. QMS is registered as a CTA and commodity pool operator (“CPO”) with the CFTC and is a member of the National Futures Association (the “NFA”). QMS is an alternative investment management firm and is controlled by Michael Brandt and Adil Nathani.

 

Michael Brandt is a co-founder and chief investment officer for QMS, where he heads the Investment Committee and is responsible for overseeing the research and investment process. Dr. Brandt is also a non-active faculty member at Duke University’s Fuqua School of Business. Prior to founding QMS Capital in 2009, Dr. Brandt consulted for large financial institutions, served as an editor and on editorial boards of academic journals, and was a faculty member at the Wharton School of the University of Pennsylvania. He began his career at J.P. Morgan Futures and J.P. Morgan Securities in 1994. Dr. Brandt serves on several academic advisory boards. He holds a Ph.D. and an MBA in finance from the University of Chicago and an MSc in economics from the London School of Economics.

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Adil Nathani is chief risk officer for QMS, where he is responsible for risk management. Prior to joining QMS in 2011, Mr. Nathani worked for Citigroup, Old Lane, CDC Investment Management/Capital Markets NA and its successor organizations, Normandy Asset Management, and AMBAC. He began his career at Smith Breeden Associates (acquired by Amundi) in 1987 as an associate. Mr. Nathani currently serves on the Board of Visitors at Duke University’s Fuqua School of Business. He also serves on the Board of Directors for Community Access Inc., the Advisory Board of Sakhi for South Asian Women, and the Board of Directors of BondXN. Mr. Nathani is a member of QMS’s Investment Committee. Mr. Nathani holds an MBA from Duke University’s Fuqua School of Business.

 

Pete Nolan is a co-founder and head of business development for QMS, where he is responsible for business development, product structuring, and oversight of investment strategies and strategic relationships. Prior to joining QMS in 2010, Dr. Nolan worked for Smith Breeden Associates (acquired by Amundi) as a principal and began his career at Exxon Mobil as a senior research engineer in 1999. He serves on the Advisory Board to Bridge Alternatives. Dr. Nolan is a member of QMS Capital’s Investment Committee. He holds an MBA from Duke University’s Fuqua School of Business as well as a Ph.D. and an MS in chemical engineering from The University of Texas at Austin.

 

Principal Executive Officers. Set forth below is a list of each executive officer of QMS indicating position(s) held with QMS. The address of each individual is c/o QMS at the address noted above.

 

Name Position(s) Held with QMS
Michael Brandt Co-Founder and Chief Investment Officer
Adil Nathani Chief Risk Officer
Pete Nolan Co-Founder and Head of Business Development
Bill Schwartz General Counsel, Chief Compliance Officer, and Chief Operating Officer
Richard O’Brien Co-Founder and Head of Execution Research and Trading

 

Other Advisory Clients. QMS does not act as investment adviser or sub-adviser to any other registered investment company having a similar investment objective to that of the Fund.

 

Board’s Considerations in Approving the QMS Agreement

 

The Board, including a majority of those directors who are not "interested persons" of the Company (as such term is defined in the 1940 Act) approved the QMS Agreement at the Meeting.

 

The QMS Agreement. In considering the approval of the QMS Agreement, the Board took into account all materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. Among other things, the Board considered (i) the nature, extent, and quality of services to be provided to the Fund by QMS; (ii) descriptions of the experience and qualifications of the personnel providing those services; (iii) QMS’s investment philosophies and processes; (iv) QMS’s assets under management and client descriptions; (v) QMS’s trade execution and trade allocation policies; (vi) QMS’s advisory fee arrangements with the Company and other similarly managed clients, as applicable; and (vii) QMS’s compliance procedures.

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The Board also considered the fees payable to QMS under the proposed Trading Advisory Agreement with QMS and the services to be provided by QMS. In this regard, the Board noted that the fees for QMS were payable by Abbey Capital.

 

After reviewing the information regarding the Adviser’s and QMS’s costs, profitability and economies of scale, and after considering the services to be provided by QMS, the Board concluded that the trading advisory fees to be paid by the Adviser to QMS were fair and reasonable, that the Trading Advisory Agreement is in the best interests of the Fund and its shareholders and does not involve a conflict of interest from which the Adviser derives an inappropriate advantage, and that the Trading Advisory Agreement should be approved for an initial period ending August 16, 2025.

 

Additional Information

 

Advisory and Trading Advisory Fees. For the fiscal year ended August 31, 2023, after waivers, the Fund paid advisory fees to the Adviser of $46,740,899, and the Adviser paid trading advisory fees to the Trading Advisers in the aggregate amount of $13,807,846.

 

As of June 28, 2024 (the “Record Date”), the Company’s directors and officers as a group owned beneficially less than 1% of the outstanding shares of the Fund. For the fiscal year ended August 31, 2023, the Fund made no brokerage commission payments to affiliated persons.

 

Information about the Adviser and the Advisory Agreement. Abbey Capital Limited, an Irish limited company founded in 2000, serves as the investment adviser to the Fund. The Adviser’s principal place of business is located at 8 St. Stephen’s Green, Dublin 2, Ireland. As of March 31, 2024, the Adviser had over $7.5 billion in assets under management. The Adviser is registered as an Investment Adviser with the SEC and as a CTA and a CPO with the CFTC, and is a member of the NFA.

 

The list below shows each executive officer and manager of the Adviser indicating position(s) held with the Adviser and other business, profession, vocation or employment of a substantial nature. The address of each individual is c/o the Adviser at the address noted above.

 

Name Position(s) Held with Abbey Capital Limited
Claire Gately Non-Executive Director and Chair
Mick Swift Director and Chief Executive Officer
Anthony Gannon Director and Chief Investment Officer
Conor Brosnan Non-Executive Director
David McCarthy Non-Executive Director
Peter G. Carney Chief Operating Officer
Louise Harris Chief Compliance Officer
David McInerney Chief Financial Officer
Patrick Ryan Chief Risk Officer

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The Fund compensates the Adviser for its services at an annual rate of 1.77% of the average daily net assets of the Fund. The Adviser will continue to manage, supervise and conduct the affairs and business of the Fund and the Subsidiaries and matters incidental thereto. The Advisory Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment. The Advisory Agreement may be terminated at any time, on 60 days' written notice by the Adviser or by the Company (by vote of a majority of the outstanding voting securities of the Fund or by vote of the Board). The Advisory Agreement will continue in effect only if approved annually by a majority of the Board, including a majority of non-interested Directors, or by the vote of the shareholders of a majority of the outstanding voting securities of the Fund.

 

Information About Administrator and Distributor. U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin, 53202, serves as the Fund’s administrator and Quasar Distributors, LLC, 111 East Kilbourn Avenue, Suite 2200, Milwaukee, Wisconsin 53202, serves as the Fund’s principal underwriter.

 

Shareholder Reports. Copies of the Fund’s most recent annual and semi-annual reports, including financial statements, have previously been mailed to shareholders. The Company will furnish, without charge, an additional copy of the Fund’s most recent annual report and subsequent semi-annual report to any shareholder upon request addressed to: Abbey Capital Futures Strategy Fund, c/o U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, WI 53202. The Fund's annual and semi-annual reports may also be obtained, without charge, by calling 1-844-261-6484.

 

Share Ownership Information. This Information Statement is being provided to shareholders of record of the Fund as of the Record Date specified above. On such date, following shares of each class of the Fund were outstanding.

 

Abbey Capital Futures Strategy Fund Shares Outstanding
Class A 233,755,890
Class C 2,135,448
Class I 866,083
Class T None

 

As of the Record Date, to the Company’s knowledge, the following named persons at the addresses shown below were owners of record of approximately 5% or more of the total outstanding shares of each class of the Fund as indicated below:

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Name of Fund Shareholder Name and Address

 

Number of Shares
Owned

Percentage of
Class Shares

Owned

Abbey Capital Futures Strategy Fund — Class I Merrill Lynch Pierce Fenner & Smith,
For The Sole Benefit Of Its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
60,582,608 25.91%
Abbey Capital Futures Strategy Fund — Class I Charles Schwab & Co, INC
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA 94105-1905
42,450,452 18.16%
Abbey Capital Futures Strategy Fund — Class I Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its Customers
1 New York Plz, FL 12
New York, NY 10004-1932
32,498,693 13.90%
Abbey Capital Futures Strategy Fund — Class I National Financial Services LLC
499 Washington Blvd Fl 4th
Jersey City, NJ 07310-1995
21,098,505 9.03%
Abbey Capital Futures Strategy Fund — Class I Wells Fargo Clearing Services LLC
Special Custody Acct for the
Exclusive benefit of Customer
2801 Market St
St. Louis, MO 63103-2523
18,519,928 7.92%
Abbey Capital Futures Strategy Fund — Class I UBS WM USA
SPEC CDY A/C EBOC UBSFSI
1000 Harbor Blvd
Weehawken, NJ 07086-6761
13,104,539 5.61%
Abbey Capital Futures Strategy Fund — Class A Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its Customers
1 New York Plz, FL 12
New York, NY 10004-1932
718,101 33.63%
Abbey Capital Futures Strategy Fund — Class A Charles Schwab & Co, INC
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA 94105-1905
449,585 21.05%
Abbey Capital Futures Strategy Fund — Class A Merrill Lynch Pierce Fenner & Smith,
For The Sole Benefit Of Its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
377,845 17.69%
Abbey Capital Futures Strategy Fund — Class A Wells Fargo Clearing Services LLC
Special Custody Acct for the
Exclusive benefit of Customer
2801 Market St
St. Louis, MO 63103-2523
172,807 8.09%
Abbey Capital Futures Strategy Fund — Class A Raymond James
For Benefit of Clients
880 Carillon Parkway,
St. Petersburg, FL 33716-1102
149,112 6.98%
Abbey Capital Futures Strategy Fund — Class C Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its Customers
1 New York Plz, FL 12
New York, NY 10004-1932  
311,916 36.01%
Abbey Capital Futures Strategy Fund — Class C Merrill Lynch Pierce Fenner & Smith,
For The Sole Benefit Of Its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
199,256 23.01%
Abbey Capital Futures Strategy Fund — Class C Charles Schwab & Co, INC
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA 94105-1905
109,262 12.62%
Abbey Capital Futures Strategy Fund — Class C UBS WM USA
SPEC CDY A/C EBOC UBSFSI
1000 Harbor Blvd
Weehawken, NJ 07086-6761
92,616 10.69%
Abbey Capital Futures Strategy Fund — Class C Raymond James
For Benefit of Clients
880 Carillon Parkway,
St. Petersburg, FL 33716-1102
87,896 10.15%

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Procedures for Shareholder Communications with the Board. The Board will receive and review written correspondence from shareholders. Shareholders may address correspondence to individual directors or to the full Board at the Company’s principal business address. The Board or an individual director will respond to shareholder correspondence in a manner that the Board or director deems appropriate given the subject matter of the particular correspondence.

 

The Company maintains copies of all correspondence addressed to individual directors or the Board. Copies of all such correspondence are forwarded promptly to an individual director or the Board, as applicable. The Company responds to any correspondence in the nature of routine operational matters, such as routine account inquiries, on a timely basis, notwithstanding that the correspondence is addressed to an individual director or the Board, and communicates such response to the Board or director to whom the correspondence was addressed.

 

Shareholder Proposals. The Company does not intend to hold meetings of shareholders except to the extent that such meetings may be required under the 1940 Act or state law. Under the Company’s By-Laws, shareholders owning in the aggregate 10% of the outstanding shares of all classes of the Company have the right to call a meeting of shareholders to consider the removal of one or more directors. Shareholders who wish to submit proposals for inclusion in a proxy statement for a subsequent shareholder meeting should submit their written proposals to the Company at its principal office within a reasonable time before such meeting. The timely submission of a proposal does not guarantee its consideration at the meeting.

 

Householding Information. If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Information Statement will be sent to shareholders at the same address.  If you would like to receive a separate copy of this Information Statement, please call toll-free at 1-844-261-6484 or write to the Fund c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.  If you currently receive multiple copies of Information Statements or shareholder reports and would like to request to receive a single copy of documents in the future, please call the toll-free number or write to the address above.

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