SEC Company Response from RBB Fund Trust (CIK 0001618627) — Oct 21, 2025
RBB Fund Trust (CIK 0001618627)
Date: Oct. 21, 2025 · CIK: 0001618627 · Accession: 0001398344-25-019469
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-200168, 811-23011
Letter
VIA EDGAR TRANSMISSION Securities and Exchange Commission Washington, DC 20549 Re: The RBB Fund Trust (the “Trust” or “Registrant”) Registration Statement on Form N-1A File Nos.: 333-200168 and 811-23011
Dear Ms. Larkin:
The purpose of this letter is to respond to oral comments provided by the staff of the Securities and Exchange Commission (“Staff”) regarding the Trust’s post-effective amendment No. 65 to its registration statement on Form N-1A (the “Registration Statement”) filed on August 4, 2025 pursuant to Rule 485(a) under the Securities Act of 1933 in connection with Wayfinder Dynamic U.S. Interest Rate ETF, Wayfinder U.S. Dispersion ETF, Wayfinder Gold ETF, Wayfinder Oil ETF, Wayfinder U.S. Market Better Beta ETF, and Wayfinder Saber ETF (each a “Fund,” together, the “Funds”).
The Trust will file a subsequent PEA under Rule 485(b) (“Amended Registration Statement”) to update any missing information, respond to Staff comments, and file updated exhibits.
For your convenience, each comment has been reproduced below, immediately followed by the Trust’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 Trust. The changes to the disclosures discussed below will be reflected in the Amended Registration Statement.
PROSPECTUS
1. Comment: Under the heading “Annual Fund Operating Expenses” of each Fund, please include a footnote that “Other Expenses” are based on estimated amounts for current fiscal year.
Response: The requested change will be made in the Amended Registration Statement.
2. Comment: Please ensure that each Fund’s investment objective is aligned throughout such Fund’s corresponding disclosure in the Registration Statement.
Response: The requested change will be made in the Amended Registration Statement.
3. Comment: The first paragraph of the “Principal Investment Strategies” section on page four of the Prospectus states that the Fund’s investment objective is to “provide investment results that, before fees and expenses, equal or exceed the yield performance of the 0-12 month segment of the United States Treasury Bill market.” Please include disclosure that clarifies that the Fund’s investments differ from those of the United States Treasury Bill market.
Response: The Registrant will include the following disclosure in the Amended Registration Statement:
“The Fund's investment in options differs from a direct investment in the United States Treasury Bill market.”
4. Comment: In the first paragraph of the “Principal Investment Strategies” section on page four of the Prospectus, please clarify whether the “0-12 month segment of the United States Treasury Bill market” is a rolling twelve month period, or a fixed time period from January to December.
Response: The Registrant confirms that the “0-12 month segment of the United States Treasury Bill Market” is a rolling period. The Registrant will revise the referenced language in the Amended Registration Statement as follows:
“The Wayfinder Dynamic U.S. Interest Rate ETF is an actively managed exchange-traded fund (“ETF”) whose investment objective seeks to provide investment results that, before fees and expenses, equal or exceed the performance of an investment that tracks the rolling 0-12 month segment of the United States Treasury Bill market.”
5. Comment: In the third paragraph of the “Principal Investment Strategies” section on page four of the Prospectus, please add “the” to the following sentence (insertion noted as underlined text): “All four options relate to a single equity security or an equity index and have the same expiration date. The synthetic long position consists of buying a call option and selling a put option on the same security or index where the call option and put option share the same strike and expiration date (a “Synthetic Long”).”
Response: The requested change will be made in the Amended Registration Statement.
6. Comment: In the third paragraph of the “Principal Investment Strategies” section on page four of the Prospectus, please add disclosure related to how the Adviser chooses “a single equity security or an equity index.”
Response: The Registrant will include the following disclosure in the Amended Registration Statement:
“The selection of a single equity security or an equity index depends on market conditions and variables that may include but are not limited to liquidity, open interest, supply/demand, and relative prices.”
7. Comment: In the fifth paragraph of the “Principal Investment Strategies” section on page four of the Prospectus, please rephrase the following sentence in plain English: “The Fund expects to terminate some or all of the Box Spreads prior to their respective expiration dates, when Gladius believes it is advantageous for the Fund to do so.”
Response: The Registrant will revise the referenced language in the Amended Registration Statement as follows:
“The Fund expects to terminate some or all of the Box Spreads prior to their respective expiration dates, when Gladius believes it is advantageous for the Fund to do so. This may include but is not limited to instances where the theoretical or modeled option price is greater than current market prices and when changes occur in supply/demand or in the relative pricing value of the options.”
8. Comment: For each Fund, please clarify what percentage of the Fund’s assets will be allocated to the Box Spread Strategy, and what percentage of the Fund’s assets will be allocated to other investments.
Response: The Registrant will revise the disclose in each Fund’s prospectus to add the following:
“For cash management purposes, the Fund may use the Underlying Fund or similar strategies directly or through derivatives, including listed options, index options, or FLEX Options with customized terms. The Fund’s allocations supporting its stated investment objectives are dynamic and dependent on prevailing market conditions. Such allocations may range from 0% to 99% of net assets, with the remainder invested in instruments utilized for cash management purposes.”
9. Comment: In the fifth paragraph of the “Principal Investment Strategies” section on page four of the Prospectus, please add an explanation describing the “Federal Funds Futures market.”
Response: The requested change will be made in the Amended Registration Statement.
10. Comment: In the sixth paragraph of the “Principal Investment Strategies” section on page four of the Prospectus, the disclosure states “The Fund may engage in active and frequent trading of portfolio securities to achieve its investment objective.” Please change “may” to “will” as the preceding paragraph states “The Fund’s strategy is expected to result in high portfolio turnover.”
Response: The requested change will be made in the Amended Registration Statement.
11. Comment: In the second paragraph of the “Principal Investment Strategies” section on page five of the Prospectus, please consider removing the following language from the Fund’s 80% policy: “that seek to replicate the returns of U.S. securities.”
Response: The requested change will be made in the Amended Registration Statement.
12. Comment: For the Wayfinder Dynamic U.S. Interest Rate ETF, Wayfinder U.S. Dispersion ETF and Wayfinder U.S. Market Better Beta ETF, please disclose the specific criteria used to determine how each respective Fund’s investments are economically tied to the United States, in accordance with Rule 35d-1 under the Investment Company Act of 1940, as amended (the Names Rule).
Response: The Registrant will revise the disclose in each Fund’s prospectus to add the following:
“For purposes of this policy, investments that are considered tied economically to the United States include, but are not limited to: securities of issuers that are organized or incorporated under the laws of the United States; issuers whose principal place of business is in the United States; issuers that derive a majority of their revenues from business activities within the United States; U.S. Treasury securities and U.S. Treasury futures contracts; and other financial instruments that provide exposure to U.S. equity or fixed income markets, including derivatives based on U.S. indices or securities.”
13. Comment: In the “Principal Investment Risks” section on page seven of the Prospectus, please explain why the Fund is subject to CFTC requirements.
Response: The Registrant has removed the referenced disclosure.
14. Comment: For the Wayfinder Dynamic U.S. Interest Rate ETF, Wayfinder U.S. Dispersion ETF and Wayfinder U.S. Market Better Beta ETF, please consider whether risks related to the underlying market that the Fund is targeting should be included in Registration Statement.
Response: The Registrant confirms that each of the Wayfinder Dynamic U.S. Interest Rate ETF, Wayfinder U.S. Dispersion ETF and Wayfinder U.S. Market Better Beta ETF does not seek to replicate the returns of the underlying market that the respective Fund is targeting and will not adjust its principal investment strategy based upon the market conditions affecting the underling market. However, disclosure relating to “Interest Rate Risk” will be added for each Fund in the Amended Registration Statement.
15. Comment: The Wayfinder U.S. Dispersion ETF’s Investment Objective states that the Fund “seeks to provide portfolio diversification and relative value, market-neutral returns by capturing volatility differences between an equity index and its individual constituent components.” Please clarify which equity index the Fund seeks to target. If it is more than one equity index, please clarify how the Adviser will choose the equity index and for what time period.
Response: The Registrant will clarify the disclosure in the Amended Registration Statement as follows:
“The Fund generally targets broad U.S. equity indices, such as the S&P 500, as the reference index for its dispersion strategy. The Adviser may select other major indices (e.g., Nasdaq 100 or Russell 1000) based on liquidity, volatility characteristics, and relative value opportunities, reviewing such selections periodically to maintain the Fund’s investment objectives.”
16. Comment: In the third paragraph of the “Principal Investment Strategies” section on page fifteen of the Prospectus, please rephrase the following sentence in plain English: “The Fund’s investment adviser, Gladius, may seek to hedge the market exposure of the portfolio or its constituents using the underlying or synthetic equivalents, and other instruments and daily or intra-day.”
Response: The Registrant will clarify the disclosure in the Amended Registration Statement as follows:
“The Fund’s investment adviser, Gladius, may hedge the Fund’s overall market exposure or individual portfolio positions using the underlying securities or economically equivalent instruments. Such hedges may be established or adjusted on a daily or intra-day basis as market conditions warrant.”
17. Comment: In the fourth paragraph of the “Principal Investment Strategies” section on page fifteen of the Prospectus, please rephrase the following sentence in plain English: “The Fund may take all of physical, synthetic long and synthetic short positions in securities, or baskets of securities, including listed options; options on broad-based equity indexes and the individual stocks that compose such indexes, and exchange-traded options contracts with customizable terms like exercise price, style, and expiration date (“FLEX options”).”
Response: The Registrant will clarify the disclosure in the Amended Registration Statement as follows:
“The Fund may hold long or short positions, directly or through derivatives, including listed options, index options, and FLEX Options, which are exchange-traded option contracts with uniquely customizable terms.”
18. Comment: The Wayfinder U.S. Dispersion ETF discloses that it may invest in fixed income markets through derivative instruments, or in fixed income securities as part of its principal investment strategies. If fixed income investments are part of the Fund’s principal investment strategies, please add a corresponding risk disclosure and explain in correspondence why fixed income is part of the Fund’s principal investment strategies.
Response: The Registrant will include risk disclosure related to fixed income investments in the Amended Registration Statement. The Registrant confirms that, as part of the Wayfinder U.S. Dispersion ETF’s 80% Policy, the Fund intends to invest in fixed income markets. See response to Comment #12.
19. Comment: The Wayfinder U.S. Dispersion ETF, Wayfinder Gold ETF, Wayfinder Oil ETF and the Wayfinder U.S. Market Better Beta ETF each disclose that they may invest in the Wayfinder Dynamic Interest Rate ETF (the “Underlying Fund”) as part of the respective principal investment strategies. Depending on the amount of exposure each Fund intends to have to the Underlying Fund, please consider adding additional disclosure describing the Underlying Fund and the risks associated with investing in the Underlying Fund.
Response: The Registrant respectfully notes that “Affiliated Fund Risk” and “Options Risk” are included in the prospectus for each of the the Wayfinder U.S. Dispersion ETF, Wayfinder Gold ETF, Wayfinder Oil ETF and the Wayfinder U.S. Market Better Beta ETF. The Registrant notes that “Interest Rate Risk” will also be added to each Fund’s prospectus in response to Comment #14.
20. Comment: The Wayfinder U.S. Dispersion ETF, Wayfinder Gold ETF, Wayfinder Oil ETF and the Wayfinder U.S. Market Better Beta ETF each disclose that they may invest in equity securities for cash management purposes. Please disclose what percentage of net assets of each Fund will be used for cash management purposes. Additionally, please supplementally explain how the Fund uses equity securities for cash management purposes, and which types of equity securities are intended to be utilized.
Response: The Registrant will clarify the disclosure in the Amended Registration Statement as follows:
“For cash management purposes, the Fund may use the Underlying Fund, or similar strategies directly or through derivatives, including listed options, index options, or FLEX Options with customized terms. The Fund’s allocations supporting its stated investment objectives are dynamic and dependent on prevailing market conditions. Such allocations may range from 0% to 99% of net assets, with the remainder invested in instruments utilized for cash management purposes.”
The Registrant supplementally confirms that each Fund may invest in the Underlying Fund for cash management purposes, in accordance with the updated disclosure included herein.
21. Comment: The Wayfinder U.S. Dispersion ETF, Wayfinder Gold ETF, Wayfinder Oil ETF and the Wayfinder U.S. Market Better Beta ETF each disclose that they may invest in equity securities and fixed income securities. Please confirm if such investments in equity securities and fixed income securities are principal investment strategies of each Fund, and if so, please include risk associated with each investment type.
Response: The Registrant confirms that investments in equity and fixed income securities are principal investment strategies of each Fund and additional disclosure related to equities and fixed income securities will be included in the Amended Registration Statement.
22. Comment
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CORRESP
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filename1.htm
Faegre Drinker Biddle & Reath LLP
320 South Canal Street, Suite 3300
Chicago, IL 60606-5707
(312) 569-1000 (Phone)
(312) 569-3000 (Facsimile)
www.faegredrinker.com
October 21, 2025
VIA EDGAR TRANSMISSION
Ms. Lisa Larkin
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: The RBB Fund Trust (the “Trust” or “Registrant”)
Registration Statement on Form N-1A
File Nos.: 333-200168 and 811-23011
Dear Ms. Larkin:
The purpose of this letter is to respond to oral comments
provided by the staff of the Securities and Exchange Commission (“Staff”) regarding the Trust’s post-effective amendment
No. 65 to its registration statement on Form N-1A (the “Registration Statement”) filed on August 4, 2025 pursuant to Rule
485(a) under the Securities Act of 1933 in connection with Wayfinder Dynamic U.S. Interest Rate ETF, Wayfinder U.S. Dispersion ETF, Wayfinder
Gold ETF, Wayfinder Oil ETF, Wayfinder U.S. Market Better Beta ETF, and Wayfinder Saber ETF (each a “Fund,” together, the
“Funds”).
The Trust will file a subsequent PEA under Rule 485(b)
(“Amended Registration Statement”) to update any missing information, respond to Staff comments, and file updated exhibits.
For your convenience, each comment has been
reproduced below, immediately followed by the Trust’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
Trust. The changes to the disclosures discussed below will be reflected in the Amended Registration Statement.
PROSPECTUS
1. Comment: Under
the heading “Annual Fund Operating Expenses” of each Fund, please include a footnote that “Other Expenses” are
based on estimated amounts for current fiscal year.
Response: The requested
change will be made in the Amended Registration Statement.
2. Comment: Please
ensure that each Fund’s investment objective is aligned throughout such Fund’s corresponding disclosure in the Registration
Statement.
Response: The requested
change will be made in the Amended Registration Statement.
3. Comment: The
first paragraph of the “Principal Investment Strategies” section on page four of the Prospectus states that the Fund’s
investment objective is to “provide investment results that, before fees and expenses, equal or exceed the yield performance of
the 0-12 month segment of the United States Treasury Bill market.” Please include disclosure that clarifies that the Fund’s
investments differ from those of the United States Treasury Bill market.
Response: The Registrant
will include the following disclosure in the Amended Registration Statement:
“The Fund's investment in options differs from a direct investment in the United States Treasury Bill market.”
4. Comment: In the
first paragraph of the “Principal Investment Strategies” section on page four of the Prospectus, please clarify whether the
“0-12 month segment of the United States Treasury Bill market” is a rolling twelve month period, or a fixed time period from
January to December.
Response: The Registrant
confirms that the “0-12 month segment of the United States Treasury Bill Market” is a rolling period. The Registrant will
revise the referenced language in the Amended Registration Statement as follows:
“The Wayfinder Dynamic U.S.
Interest Rate ETF is an actively managed exchange-traded fund (“ETF”) whose investment objective seeks to provide investment
results that, before fees and expenses, equal or exceed the performance of an investment that tracks the rolling 0-12 month segment of
the United States Treasury Bill market.”
5. Comment: In the
third paragraph of the “Principal Investment Strategies” section on page four of the Prospectus, please add “the”
to the following sentence (insertion noted as underlined text): “All four options relate to a single equity security or an equity
index and have the same expiration date. The synthetic long position consists of buying a call option and selling a put option
on the same security or index where the call option and put option share the same strike and expiration date (a “Synthetic Long”).”
Response: The requested
change will be made in the Amended Registration Statement.
6. Comment: In the
third paragraph of the “Principal Investment Strategies” section on page four of the Prospectus, please add disclosure related
to how the Adviser chooses “a single equity security or an equity index.”
Response: The Registrant
will include the following disclosure in the Amended Registration Statement:
“The selection of a single
equity security or an equity index depends on market conditions and variables that may include but are not limited to liquidity, open
interest, supply/demand, and relative prices.”
7. Comment: In the
fifth paragraph of the “Principal Investment Strategies” section on page four of the Prospectus, please rephrase the following
sentence in plain English: “The Fund expects to terminate some or all of the Box Spreads prior to their respective expiration dates,
when Gladius believes it is advantageous for the Fund to do so.”
2
Response: The Registrant
will revise the referenced language in the Amended Registration Statement as follows:
“The Fund expects to terminate some or all of the Box Spreads prior to their respective expiration dates, when Gladius believes it is advantageous
for the Fund to do so. This may include but is not limited to instances where the theoretical or modeled option price is greater than
current market prices and when changes occur in supply/demand or in the relative pricing value of the options.”
8. Comment: For
each Fund, please clarify what percentage of the Fund’s assets will be allocated to the Box Spread Strategy, and what percentage
of the Fund’s assets will be allocated to other investments.
Response: The Registrant
will revise the disclose in each Fund’s prospectus to add the following:
“For cash management purposes,
the Fund may use the Underlying Fund or similar strategies directly or through derivatives, including listed options, index options, or
FLEX Options with customized terms. The Fund’s allocations supporting its stated investment objectives are dynamic and dependent
on prevailing market conditions. Such allocations may range from 0% to 99% of net assets, with the remainder invested in instruments utilized
for cash management purposes.”
9. Comment: In the
fifth paragraph of the “Principal Investment Strategies” section on page four of the Prospectus, please add an explanation
describing the “Federal Funds Futures market.”
Response: The requested
change will be made in the Amended Registration Statement.
10. Comment: In
the sixth paragraph of the “Principal Investment Strategies” section on page four of the Prospectus, the disclosure states
“The Fund may engage in active and frequent trading of portfolio securities to achieve its investment objective.” Please change
“may” to “will” as the preceding paragraph states “The Fund’s strategy is expected to result in high
portfolio turnover.”
Response: The requested
change will be made in the Amended Registration Statement.
11. Comment: In
the second paragraph of the “Principal Investment Strategies” section on page five of the Prospectus, please consider removing
the following language from the Fund’s 80% policy: “that seek to replicate the returns of U.S. securities.”
Response: The requested
change will be made in the Amended Registration Statement.
12. Comment: For
the Wayfinder Dynamic U.S. Interest Rate ETF, Wayfinder U.S. Dispersion ETF and Wayfinder U.S. Market Better Beta ETF, please disclose
the specific criteria used to determine how each respective Fund’s investments are economically tied to the United States, in accordance
with Rule 35d-1 under the Investment Company Act of 1940, as amended (the Names Rule).
3
Response: The Registrant
will revise the disclose in each Fund’s prospectus to add the following:
“For purposes of this policy,
investments that are considered tied economically to the United States include, but are not limited to: securities of issuers that are
organized or incorporated under the laws of the United States; issuers whose principal place of business is in the United States; issuers
that derive a majority of their revenues from business activities within the United States; U.S. Treasury securities and U.S. Treasury
futures contracts; and other financial instruments that provide exposure to U.S. equity or fixed income markets, including derivatives
based on U.S. indices or securities.”
13. Comment: In
the “Principal Investment Risks” section on page seven of the Prospectus, please explain why the Fund is subject to CFTC requirements.
Response: The Registrant
has removed the referenced disclosure.
14. Comment: For
the Wayfinder Dynamic U.S. Interest Rate ETF, Wayfinder U.S. Dispersion ETF and Wayfinder U.S. Market Better Beta ETF, please consider
whether risks related to the underlying market that the Fund is targeting should be included in Registration Statement.
Response: The Registrant
confirms that each of the Wayfinder Dynamic U.S. Interest Rate ETF, Wayfinder U.S. Dispersion ETF and Wayfinder U.S. Market Better Beta
ETF does not seek to replicate the returns of the underlying market that the respective Fund is targeting and will not adjust its principal
investment strategy based upon the market conditions affecting the underling market. However, disclosure relating to “Interest Rate
Risk” will be added for each Fund in the Amended Registration Statement.
15. Comment: The
Wayfinder U.S. Dispersion ETF’s Investment Objective states that the Fund “seeks to provide portfolio diversification and
relative value, market-neutral returns by capturing volatility differences between an equity index and its individual constituent components.”
Please clarify which equity index the Fund seeks to target. If it is more than one equity index, please clarify how the Adviser will choose
the equity index and for what time period.
Response: The Registrant
will clarify the disclosure in the Amended Registration Statement as follows:
“The Fund generally targets
broad U.S. equity indices, such as the S&P 500, as the reference index for its dispersion strategy. The Adviser may select other major
indices (e.g., Nasdaq 100 or Russell 1000) based on liquidity, volatility characteristics, and relative value opportunities, reviewing
such selections periodically to maintain the Fund’s investment objectives.”
16. Comment: In
the third paragraph of the “Principal Investment Strategies” section on page fifteen of the Prospectus, please rephrase the
following sentence in plain English: “The Fund’s investment adviser, Gladius, may seek to hedge the market exposure of the
portfolio or its constituents using the underlying or synthetic equivalents, and other instruments and daily or intra-day.”
Response: The Registrant
will clarify the disclosure in the Amended Registration Statement as follows:
“The Fund’s investment
adviser, Gladius, may hedge the Fund’s overall market exposure or individual portfolio positions using the underlying securities
or economically equivalent instruments. Such hedges may be established or adjusted on a daily or intra-day basis as market conditions
warrant.”
4
17. Comment: In
the fourth paragraph of the “Principal Investment Strategies” section on page fifteen of the Prospectus, please rephrase the
following sentence in plain English: “The Fund may take all of physical, synthetic long and synthetic short positions in securities,
or baskets of securities, including listed options; options on broad-based equity indexes and the individual stocks that compose such
indexes, and exchange-traded options contracts with customizable terms like exercise price, style, and expiration date (“FLEX options”).”
Response: The Registrant
will clarify the disclosure in the Amended Registration Statement as follows:
“The Fund may hold long
or short positions, directly or through derivatives, including listed options, index options, and FLEX Options, which are exchange-traded
option contracts with uniquely customizable terms.”
18. Comment: The
Wayfinder U.S. Dispersion ETF discloses that it may invest in fixed income markets through derivative instruments, or in fixed income
securities as part of its principal investment strategies. If fixed income investments are part of the Fund’s principal investment
strategies, please add a corresponding risk disclosure and explain in correspondence why fixed income is part of the Fund’s principal
investment strategies.
Response: The Registrant
will include risk disclosure related to fixed income investments in the Amended Registration Statement. The Registrant confirms that,
as part of the Wayfinder U.S. Dispersion ETF’s 80% Policy, the Fund intends to invest in fixed income markets. See response to Comment
#12.
19. Comment: The
Wayfinder U.S. Dispersion ETF, Wayfinder Gold ETF, Wayfinder Oil ETF and the Wayfinder U.S. Market Better Beta ETF each disclose that
they may invest in the Wayfinder Dynamic Interest Rate ETF (the “Underlying Fund”) as part of the respective principal investment
strategies. Depending on the amount of exposure each Fund intends to have to the Underlying Fund, please consider adding additional disclosure
describing the Underlying Fund and the risks associated with investing in the Underlying Fund.
Response: The Registrant
respectfully notes that “Affiliated Fund Risk” and “Options Risk” are included in the prospectus for each of the
the Wayfinder U.S. Dispersion ETF, Wayfinder Gold ETF, Wayfinder Oil ETF and the Wayfinder U.S. Market Better Beta ETF. The Registrant
notes that “Interest Rate Risk” will also be added to each Fund’s prospectus in response to Comment #14.
20. Comment: The
Wayfinder U.S. Dispersion ETF, Wayfinder Gold ETF, Wayfinder Oil ETF and the Wayfinder U.S. Market Better Beta ETF each disclose that
they may invest in equity securities for cash management purposes. Please disclose what percentage of net assets of each Fund will be
used for cash management purposes. Additionally, please supplementally explain how the Fund uses equity securities for cash management
purposes, and which types of equity securities are intended to be utilized.
5
Response: The Registrant
will clarify the disclosure in the Amended Registration Statement as follows:
“For cash management purposes,
the Fund may use the Underlying Fund, or similar strategies directly or through derivatives, including listed options, index options,
or FLEX Options with customized terms. The Fund’s allocations supporting its stated investment objectives are dynamic and dependent
on prevailing market conditions. Such allocations may range from 0% to 99% of net assets, with the remainder invested in instruments utilized
for cash management purposes.”
The Registrant supplementally
confirms that each Fund may invest in the Underlying Fund for cash management purposes, in accordance with the updated disclosure included
herein.
21. Comment: The
Wayfinder U.S. Dispersion ETF, Wayfinder Gold ETF, Wayfinder Oil ETF and the Wayfinder U.S. Market Better Beta ETF each disclose that
they may invest in equity securities and fixed income securities. Please confirm if such investments in equity securities and fixed income
securities are principal investment strategies of each Fund, and if so, please include risk associated with each investment type.
Response: The Registrant
confirms that investments in equity and fixed income securities are principal investment strategies of each Fund and additional disclosure
related to equities and fixed income securities will be included in the Amended Registration Statement.
22. Comment