ADDENDUM NO. 1 TO INVESTMENT

ADVISORY AGREEMENT

 

THIS ADDENDUM (the “Addendum”) made as of July 2, 2026 is an addendum to the Investment Advisory Agreement (the “Agreement”) dated December 23, 2025, by and between The RBB Fund Trust (the “Fund”) and Opal Capital LLC (the “Investment Adviser”).

 

WHEREAS, the Fund has appointed the Investment Adviser to act as investment adviser for each series of the Fund set forth on Exhibit A to the Agreement for the compensation set forth on Exhibit A to the Agreement; and

 

WHEREAS, the Fund has notified the Investment Adviser that it has established two new series, namely the Polen Dividend Income ETF and the Polen International Dividend Income ETF (each, a “Portfolio”), and that it desires to retain the Investment Adviser to act as investment adviser for the Portfolios, and the Investment Adviser has notified the Fund that it is willing to serve as investment adviser to the Portfolios as of the date of the effectiveness of the Post-Effective Amendment to the Fund’s Registration Statement on Form N-1A related to the Portfolios (the “Effective Date”).

 

NOW THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

 

  1. Exhibit A to the Agreement is hereby amended and restated in its entirety, as provided on Appendix 1 attached hereto, as of the Effective Date.

 

  2. The Agreement shall become effective with respect to the Portfolios as of the Effective Date and, unless sooner terminated as provided in the Agreement, shall continue with respect to the Portfolios until August 16, 2027. Thereafter, if not terminated, the Agreement shall continue with respect to the Portfolios for successive annual periods ending on August 16, provided such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Directors of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolios; provided, however, that this Agreement may be terminated with respect to the Portfolios by the Fund at any time, without the payment of any penalty, by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolios, on 60 days’ prior written notice to the Investment Adviser, or by the Investment Adviser at any time, without payment of any penalty, on 60 days’ prior written notice to the Fund. The Agreement will immediately terminate in the event of its assignment.

 

  3. From and after the Effective Date, the term “Portfolios” as used in the Agreement shall be deemed to include the Portfolios. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.

 

  4. Except to the extent supplemented hereby, the Agreement shall remain unchanged and in full force and effect.

 

  5. This Addendum 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.

 

 

 

IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date and year first above written.

 

THE RBB FUND TRUST  
   
By: /s/ Steven Plump  
Name: Steven Plump  
Title: President  
   
OPAL CAPITAL LLC  
   
By: /s/ Austin Graff  
Name: Austin Graff  
Title: Chief Investment Officer  

 

 

 

APPENDIX 1

EXHIBIT A

TO THE

INVESTMENT ADVISORY AGREEMENT

 

Portfolio Effective Date of Investment Advisory Services Annual Rate
Pathfinder Focused Opportunities ETF December 23, 2025 0.59%
Pathfinder Disciplined US Equity ETF December 23, 2025 0.59%
Polen Dividend Income ETF July 2, 2026 0.65%
Polen International Dividend Income ETF July 2, 2026 0.75%