Correspondence 0001398344-25-009612 from RBB Fund Trust (CIK 0001618627)
RBB Fund Trust (CIK 0001618627)
Date: May 15, 2025 · CIK: 0001618627 · Accession: 0001398344-25-009612
AI Filing Summary & Sentiment
File numbers found in text: 333-200168, 811-23011
Letter
VIA EDGAR TRANSMISSION Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Preliminary Proxy Statement of The RBB Fund Trust (File Nos.: 333-200168 and 811-23011) (the “Trust”)
Dear Mr. Bellacicco:
The following responds to the Staff’s comments that you provided by telephone on May 8, 2025, regarding the review of the preliminary proxy statement filed by the Trust on behalf of its series First Eagle Global Equity ETF and First Eagle Overseas Equity ETF (the “Funds”) on Schedule 14A on May 2, 2025 (the “Proxy”). For your convenience, the Staff’s comments are bolded and summarized below and each comment is followed by the Trust’s response. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Proxy, unless otherwise indicated.
1. Comment: Please supplementally represent that if a different assignment occurs between the vote and the Transaction, a new shareholder vote will be taken. In this regard, please add the following disclosure to the proxy statement: “The Trust will not execute the New Advisory Agreement if there is a change in control of the Adviser other than the one specifically described in this proxy statement, or other event that would cause the New Advisory Agreement to terminate pursuant to the investment company act, if already executed.”
Response: The Trust has added the requested disclosure.
2. Comment: Assuming that the Shareholders approve the proposal for a new advisory agreement, the Trust should supplement its registration statement to explain the results of the proxy vote as this information is material in nature. In particular, the Trust should explain the related preapproval timing provision while that provision is in place since a new investor in the Trust during the interim period might not be aware of the proxy vote and thus the fact that the investment advisory agreement being used at the time of their purchase will terminate once the interim period ends and be replaced simultaneously with a new investment advisory agreement.
Response: If Fund Shareholders approve the proposal to approve a new advisory agreement for the Funds, the Trust confirms that it will supplement the Funds’ registration statements as requested.
* * * * *
We trust that the foregoing is responsive to your comments. Questions and further comments concerning this filing may be directed to the undersigned at (212) 248-3258.
Sincerely,
/s/ Amanda H. Rudolph
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Faegre Drinker Biddle & Reath LLP
1177 Avenue of the Americas, 41st Floor
New York, New York 10036
Telephone: (212) 248-3140
Facsimile: (212) 248-3141
www.faegredrinker.com
May 15, 2025
VIA EDGAR TRANSMISSION
Mr. Christopher R. Bellacicco
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Preliminary Proxy
Statement of The RBB Fund Trust (File Nos.: 333-200168 and 811-23011) (the “Trust”)
Dear Mr. Bellacicco:
The following responds to the Staff’s
comments that you provided by telephone on May 8, 2025, regarding the review of the preliminary proxy statement filed by the Trust
on behalf of its series First Eagle Global Equity ETF and First Eagle Overseas Equity ETF (the “Funds”) on Schedule 14A
on May 2, 2025 (the “Proxy”). For your convenience, the Staff’s comments are bolded and summarized below and each
comment is followed by the Trust’s response. Capitalized terms not otherwise defined herein shall have the meaning ascribed to
them in the Proxy, unless otherwise indicated.
1. Comment: Please supplementally
represent that if a different assignment occurs between the vote and the Transaction, a new
shareholder vote will be taken. In this regard, please add the following disclosure to the
proxy statement: “The Trust will not execute the New Advisory Agreement if there is
a change in control of the Adviser other than the one specifically described in this proxy
statement, or other event that would cause the New Advisory Agreement to terminate pursuant
to the investment company act, if already executed.”
Response: The Trust has added the requested
disclosure.
2. Comment: Assuming that the
Shareholders approve the proposal for a new advisory agreement, the Trust should supplement
its registration statement to explain the results of the proxy vote as this information is
material in nature. In particular, the Trust should explain the related preapproval timing
provision while that provision is in place since a new investor in the Trust during the interim
period might not be aware of the proxy vote and thus the fact that the investment advisory
agreement being used at the time of their purchase will terminate once the interim period
ends and be replaced simultaneously with a new investment advisory agreement.
Response: If Fund Shareholders approve
the proposal to approve a new advisory agreement for the Funds, the Trust confirms that it will supplement the Funds’ registration
statements as requested.
* * * * *
We trust that the foregoing is responsive to your
comments. Questions and further comments concerning this filing may be directed to the undersigned at (212) 248-3258.
Sincerely,
/s/ Amanda H. Rudolph
Amanda H. Rudolph