Correspondence 0001398344-25-018219 from RBB FUND, INC. (CIK 0000831114)
RBB FUND, INC. (CIK 0000831114)
Date: Sept. 17, 2025 · CIK: 0000831114 · Accession: 0001398344-25-018219
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 811-05518
Letter
VIA EDGAR TRANSMISSION Securities and Exchange Commission Washington, D.C. 20549 Re: The RBB Fund, Inc . (the "Registrant" or "RBB") Registration Statement on Form N-1A (File Nos.: 033-20827 and 811-05518)
Dear Ms. McManus:
The purpose of this letter is to respond to oral comments provided by the staff of the U.S. Securities and Exchange Commission ("Staff") regarding RBB's Registration Statement on Form N-1A (the "Registration Statement") filed on July 28, 2025, on behalf of F/m Callable Tax-Free Municipal ETF (the "Fund").
For your convenience, each comment has been reproduced in bold typeface immediately followed by the Registrant's response. Capitalized but undefined terms used herein have the meanings assigned to them in the Registration Statement. The Registrant confirms that, where applicable, the responses to the comments provided in one section of the Registration Statement will be similarly updated in other parallel sections of the Registration Statement, except as noted by the Registrant. The changes to the disclosures discussed below will be reflected in an amendment to the Registration Statement.
PROSPECTUS
Fees and Expenses
1. Comment: Please include an acquired fund fees and expenses ("AFFE") line in the fee table.
Response: The Fund does not expect to incur AFFE in an amount equal to or in excess of 0.01% of the Fund's average net assets during its initial year of investment operations. Therefore, AFFE is not listed as a separate line item in the Fees and Expenses table.
Principal Investment Strategies
2. Comment: Is there any limit on the amount of securities the Fund may invest in that are not in the Underlying Index (those deemed to have substantially similar economic characteristics, but may be of a smaller issuer size)?
Response: There is not a limit on the number of securities that the Fund may invest in outside of the Underlying Index. The Fund may invest in securities not included in the Underlying Index only to the extent consistent with its 80% policy, and the Fund expects such investments to be primarily in a small number of smaller municipal securities that are not currently included in the Underlying Index but are expected to be incorporated into the Underlying Index in 2026.
3. Comment: Please provide the number or range of the Underlying Index components and the index weighting methodology (e.g., free flow adjusted, capitalization weighted, price weighted, equal weighted, etc.).
Response: As of September 1, 2025, the Underlying Index has approximately 1800 constituents. The Registrant confirms that the Underlying Index is market-value weighted.
STATEMENT OF ADDITIONAL INFORMATION
Investment Restrictions – Fundamental Policies
4. Comment: Please revise to include a fundamental policy: (1) to invest, under normal circumstances, at least 80% of the value of the Fund's asset in investments the income from which is exempt, as applicable, from federal income tax or from both federal and state income tax; or (2) to invest, under normal circumstance, its assets so that at least 80% of the income that is distributed will be exempt, as applicable, from federal income tax, or from both federal and state income tax.
Response: The Registrant will make the requested changes in the amended Registration Statement.
PART C
5. Comment: Please file the index licenses or sub-licenses agreement to which the Fund is a party, as an exhibit pursuant to Item 28(h) of Form N-1A.
Response: The Registrant confirms that it will include the requested agreement as an exhibit to the amended Registration Statement filing.
* * * * *
We trust that the foregoing is responsive to your comments. Questions and further comments concerning this filing may be directed to the undersigned at (202) 230-5218 or gwendolyn.williamson@faegredrinker.com.
Sincerely,
/s/ Gwendolyn A. Williamson
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CORRESP
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Faegre Drinker Biddle & Reath LLP
1500 K Street NW
Suite 1100
Washington, D.C. 20005
Telephone: (202) 842-8800
www.faegredrinker.com
September 17, 2025
VIA EDGAR TRANSMISSION
Ms. Kim McManus
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
The RBB Fund, Inc . (the "Registrant" or "RBB")
Registration Statement on Form N-1A
(File Nos.: 033-20827 and 811-05518)
Dear Ms. McManus:
The purpose of this letter
is to respond to oral comments provided by the staff of the U.S. Securities and Exchange Commission ("Staff") regarding RBB's
Registration Statement on Form N-1A (the "Registration Statement") filed on July 28, 2025, on behalf of F/m Callable Tax-Free
Municipal ETF (the "Fund").
For your convenience, each comment
has been reproduced in bold typeface immediately followed by the Registrant's response. Capitalized but undefined terms used herein
have the meanings assigned to them in the Registration Statement. The Registrant confirms that, where applicable, the responses to the
comments provided in one section of the Registration Statement will be similarly updated in other parallel sections of the Registration
Statement, except as noted by the Registrant. The changes to the disclosures discussed below will be reflected in an amendment to the
Registration Statement.
PROSPECTUS
Fees and Expenses
1. Comment: Please include an
acquired fund fees and expenses ("AFFE") line in the fee table.
Response: The Fund does not expect to incur
AFFE in an amount equal to or in excess of 0.01% of the Fund's average net assets during its initial year of investment operations.
Therefore, AFFE is not listed as a separate line item in the Fees and Expenses table.
Principal Investment Strategies
2. Comment: Is there any limit
on the amount of securities the Fund may invest in that are not in the Underlying Index (those
deemed to have substantially similar economic characteristics, but may be of a smaller issuer
size)?
Response: There is not a limit on the number
of securities that the Fund may invest in outside of the Underlying Index. The Fund may invest in securities not included in the Underlying
Index only to the extent consistent with its 80% policy, and the Fund expects such investments to be primarily in a small number of smaller
municipal securities that are not currently included in the Underlying Index but are expected to be incorporated into the Underlying
Index in 2026.
3. Comment: Please provide the
number or range of the Underlying Index components and the index weighting methodology (e.g.,
free flow adjusted, capitalization weighted, price weighted, equal weighted, etc.).
Response: As of September 1, 2025, the
Underlying Index has approximately 1800 constituents. The Registrant confirms that the Underlying Index is market-value weighted.
STATEMENT OF ADDITIONAL INFORMATION
Investment Restrictions – Fundamental
Policies
4. Comment: Please revise to include
a fundamental policy: (1) to invest, under normal circumstances, at least 80% of the value
of the Fund's asset in investments the income from which is exempt, as applicable,
from federal income tax or from both federal and state income tax; or (2) to invest, under
normal circumstance, its assets so that at least 80% of the income that is distributed will
be exempt, as applicable, from federal income tax, or from both federal and state income
tax.
Response: The Registrant will make the
requested changes in the amended Registration Statement.
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PART C
5. Comment: Please file the index
licenses or sub-licenses agreement to which the Fund is a party, as an exhibit pursuant to
Item 28(h) of Form N-1A.
Response: The Registrant confirms that
it will include the requested agreement as an exhibit to the amended Registration Statement filing.
* * * * *
We trust that the foregoing is
responsive to your comments. Questions and further comments concerning this filing may be directed to the undersigned at (202) 230-5218
or gwendolyn.williamson@faegredrinker.com.
Sincerely,
/s/ Gwendolyn A. Williamson
Gwendolyn A. Williamson
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