Correspondence 0001398344-25-000556 from RBB FUND, INC. (CIK 0000831114)
RBB FUND, INC. (CIK 0000831114)
Date: Jan. 10, 2025 · CIK: 0000831114 · Accession: 0001398344-25-000556
AI Filing Summary & Sentiment
File numbers found in text: 811-05518
Letter
Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: The RBB Fund, Inc. (the “Company”) File Nos.: 033-20827 and 811-05518
Dear Mr. Ellington,
The purpose of this letter is to respond to oral comments received by U.S. Bancorp Fund Services, LLC, the Company’s administrator, from the Securities and Exchange Commission (“SEC”) Staff (the “Staff”) on December 10, 2024, regarding the Staff’s recent Sarbanes-Oxley review of (i) the Company’s annual certified shareholder reports for the fiscal year ended August 31, 2024, filed on Form N-CSR on November 12, 2024 for the operating series of the Company (each, a “Fund” and collectively, the “Funds”), and (ii) the annual report for registered investment companies filed on Form N-CEN on November 14, 2024.
For your convenience, the Staff’s comments have been reproduced in bold typeface and are immediately followed by the Company’s responses. The Company’s responses will be applied to all of its Funds, as applicable.
FORM N-CSR
General
1. Staff Comment: If a Fund contractually permits an investment adviser to seek recoupment of waived advisory fees and/or expenses paid by the investment adviser, please add disclosure that such recoupment is limited to the lesser of (a) the expense limitation in effect at the time such advisory fees were waived or expenses were paid, or (b) the expense limitation in effect at the time of the reimbursement.
Response: The Company will make the requested change in future shareholder reports.
SGI Peak Growth Fund, SGI Prudent Growth Fund, SGI U.S. Large Cap Core ETF, SGI Dynamic Tactical ETF, SGI Enhanced Core ETF, and SGI Enhanced Nasdaq-100 ETF
2. Staff Comment: Please provide in the Notes to the Financial Statements a general description of each Fund’s “fund-of-funds” structure consistent with FASB ASC 946-235-50-5.
Response: The Company will make the requested change in future shareholder reports.
3. Staff Comment: In the “Transactions with Affiliates” section of the Notes to the Financial Statements, please disclose the balance at the beginning of the period consistent with Regulation S-X Article 12-14 footnote 1(b)(2).
Response: The Company will make the requested change in future shareholder reports.
4. Staff Comment: In the “Share Transactions” section of the Notes to the Financial Statements, please add disclosure relating to the transaction fees currently imposed for each purchase or redemption of a Creation Unit.
Response: The Company will make the requested change in future shareholder reports, adding language substantially as follows:
“A fixed transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. The standard fixed transaction fee for each Fund is $300, payable to the custodian. In addition, a variable fee may be charged on all cash transactions or substitutes for Creation Units of up to a maximum of 2% as a percentage of the value of the Creation Units subject to the transaction. Variable fees are imposed to compensate each Fund for the transaction costs associated with the cash transactions. Variable fees received by each Fund, if any, are displayed in the capital shares transactions section of the Statements of Changes in Net Assets.”
SGI Peak Growth Fund, SGI Prudent Growth Fund, SGI U.S. Large Cap Core ETF, SGI Dynamic Tactical ETF, SGI Enhanced Core ETF, SGI Enhanced Nasdaq-100 ETF, Motley Fool, Motley Fool Global Opportunities ETF, Motley Fool Mid-Cap Growth ETF, Motley Fool 100 Index ETF, Motley Fool Small-Cap Growth ETF, Motley Fool Capital Efficiency 100 Index, and Motley Fool Next Index ETF
5. Staff Comment: Please include a website with information regarding how often shares of a Fund trade on an exchange at price above (i.e., at a premium) or below (i.e., at a discount) the NAV of the Fund.
Response: The Company will make the requested change in future shareholder reports.
FORM N-CEN
6. Staff Comment: The Staff notes that the Company’s Form N-CEN filed on November 14, 2024, includes an internal control report by Cohen & Company, Ltd. for the incorrect registrant – the as-filed internal control report was applicable for The RBB Fund Trust. Please file an amended Form N-CEN that includes the correct internal control report by Cohen & Company, Ltd. for the Company.
Response: The Company filed an amended Form N-CEN with the correct internal control report on January 8, 2025.
7. Staff Comment: The Staff notes that the response to Item C.6.b for the Matson Money U.S. Equity VI Portfolio states that the Fund lent its securities during the reporting period, but the response to Item C.6.f states that the monthly average of the value of portfolio securities on loan during the reporting period was 0.00. Please amend Item C.6 for the Matson Money U.S. Equity VI Portfolio so that the responses are internally consistent.
Response: The Company filed an amended Form N-CEN with the corrected Item C.6 on January 8, 2025.
* * * * * *
If you have any additional questions or require further information, please contact Edward Paz of U.S Bancorp Fund Services, LLC at edward.paz@usbank.com.
Very truly yours,
/s/ James G. Shaw
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The RBB Fund, Inc.
615 East Michigan Street
Milwaukee, Wisconsin 53202
January 10, 2025
Mr. Kenneth Ellington
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Re: The RBB Fund, Inc. (the “Company”)
File Nos.: 033-20827 and 811-05518
Dear Mr. Ellington,
The purpose of this letter is to respond to oral
comments received by U.S. Bancorp Fund Services, LLC, the Company’s administrator, from the Securities and Exchange Commission (“SEC”)
Staff (the “Staff”) on December 10, 2024, regarding the Staff’s recent Sarbanes-Oxley review of (i) the Company’s
annual certified shareholder reports for the fiscal year ended August 31, 2024, filed on Form N-CSR on November 12, 2024 for the operating
series of the Company (each, a “Fund” and collectively, the “Funds”), and (ii) the annual report for registered
investment companies filed on Form N-CEN on November 14, 2024.
For your convenience, the Staff’s comments
have been reproduced in bold typeface and are immediately followed by the Company’s responses. The Company’s responses will
be applied to all of its Funds, as applicable.
FORM N-CSR
General
1. Staff Comment: If a Fund contractually
permits an investment adviser to seek recoupment of waived advisory fees and/or expenses paid by the investment adviser, please add disclosure
that such recoupment is limited to the lesser of (a) the expense limitation in effect at the time such advisory fees were waived
or expenses were paid, or (b) the expense limitation in effect at the time of the reimbursement.
Response: The Company
will make the requested change in future shareholder reports.
SGI Peak Growth Fund, SGI Prudent Growth Fund,
SGI U.S. Large Cap Core ETF, SGI Dynamic Tactical ETF, SGI Enhanced Core ETF, and SGI Enhanced Nasdaq-100 ETF
2. Staff Comment: Please provide
in the Notes to the Financial Statements a general description of each Fund’s “fund-of-funds” structure consistent
with FASB ASC 946-235-50-5.
Response: The Company
will make the requested change in future shareholder reports.
3. Staff Comment: In the “Transactions
with Affiliates” section of the Notes to the Financial Statements, please disclose the balance at the beginning of the period consistent
with Regulation S-X Article 12-14 footnote 1(b)(2).
Response: The Company
will make the requested change in future shareholder reports.
4. Staff Comment: In the “Share
Transactions” section of the Notes to the Financial Statements, please add disclosure relating to the transaction fees currently
imposed for each purchase or redemption of a Creation Unit.
Response: The
Company will make the requested change in future shareholder reports, adding language substantially as follows:
“A fixed
transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. The
standard fixed transaction fee for each Fund is $300, payable to the custodian. In addition, a variable fee may be charged on all
cash transactions or substitutes for Creation Units of up to a maximum of 2% as a percentage of the value of the Creation Units
subject to the transaction. Variable fees are imposed to compensate each Fund for the transaction costs associated with the cash
transactions. Variable fees received by each Fund, if any, are displayed in the capital shares transactions section of the
Statements of Changes in Net Assets.”
SGI Peak Growth Fund, SGI Prudent Growth Fund,
SGI U.S. Large Cap Core ETF, SGI Dynamic Tactical ETF, SGI Enhanced Core ETF, SGI Enhanced Nasdaq-100 ETF, Motley Fool, Motley Fool Global
Opportunities ETF, Motley Fool Mid-Cap Growth ETF, Motley Fool 100 Index ETF, Motley Fool Small-Cap Growth ETF, Motley Fool Capital Efficiency
100 Index, and Motley Fool Next Index ETF
5. Staff Comment: Please include
a website with information regarding how often shares of a Fund trade on an exchange at price above
(i.e., at a premium) or below (i.e., at a discount) the NAV of the Fund.
Response: The Company
will make the requested change in future shareholder reports.
FORM N-CEN
6. Staff Comment: The
Staff notes that the Company’s Form N-CEN filed on November 14, 2024, includes an internal control report by Cohen & Company,
Ltd. for the incorrect registrant – the as-filed internal control report was applicable for The RBB Fund Trust. Please file
an amended Form N-CEN that includes the correct internal control report by Cohen & Company, Ltd. for the Company.
Response: The
Company filed an amended Form N-CEN with the correct internal control report on January 8, 2025.
7. Staff Comment: The
Staff notes that the response to Item C.6.b for the Matson Money U.S. Equity VI Portfolio states that the Fund lent its securities during
the reporting period, but the response to Item C.6.f states that the monthly average of the value of portfolio securities on loan during
the reporting period was 0.00. Please amend Item C.6 for the Matson Money U.S. Equity VI Portfolio so that the responses are internally
consistent.
Response: The
Company filed an amended Form N-CEN with the corrected Item C.6 on January 8, 2025.
* * * * * *
If you have any additional questions or require
further information, please contact Edward Paz of U.S Bancorp Fund Services, LLC at edward.paz@usbank.com.
Very truly yours,
/s/ James G. Shaw
James G. Shaw
Chief Financial Officer, Chief Operating Officer & Secretary
cc: Steven Plump, The RBB Fund Inc.
Jillian Bosmann, Faegre Drinker Biddle & Reath LLP