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Filed with the Securities and Exchange Commission on December 9, 2022

 

1933 Act Registration File No. 333-200168

1940 Act Registration File No. 811-23011

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM N-1A

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]
Pre-Effective Amendment No.     [   ]
Post-Effective Amendment No. 28   [ X ]

 

and/or

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 31   [ X ]
           

 

(Check Appropriate Box or Boxes)

 

THE RBB FUND TRUST

(Exact Name of Registrant as Specified in Charter)

615 East Michigan Street
Milwaukee, Wisconsin 53202

(Address of Principal Executive Offices, including Zip Code)

 

Registrant’s Telephone Number, including Area Code: (609) 731-6256

Copies to:

 

STEVEN PLUMP   JILLIAN L. BOSMANN, ESQUIRE
The RBB Fund Trust   Faegre Drinker Biddle & Reath LLP
615 East Michigan Street   One Logan Square, Suite 2000
Milwaukee, Wisconsin 53202-5207   Philadelphia, Pennsylvania 19103-6996

 

Approximate Date of Proposed Public Offering: As soon as practicable after the Registration Statement becomes effective.

 

[   ] immediately upon filing pursuant to paragraph (b)
[ X ] on December 12, 2022 pursuant to paragraph (b)
[   ] 60 days after filing pursuant to paragraph (a)(1)
[   ] on (date) pursuant to paragraph (a)(1)
[   ] 75 days after filing pursuant to paragraph (a)(2)
[   ] on (date) pursuant to paragraph (a)(2) of Rule 485.

 

If appropriate, check the following box:

 

[   ] This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

 

 

PROSPECTUS

 

December 12, 2022

 

Torray Fund 

Ticker: TORYX

 

A series of The RBB Fund Trust

 

The Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. 

 
 

TABLE OF CONTENTS

 

Page

 

SUMMARY SECTION 1
Investment Objectives 1
Fees and Expenses of the Fund 1
Principal Investment Approach 1
Principal Risks of Investing in the Fund 2
Performance Information 3
Portfolio Managers 4
Purchasing and Selling Fund Shares 4
Tax Information 4
Payments to Broker-Dealers and Other Financial Intermediaries 4
MORE INFORMATION ABOUT INVESTMENT OBJECTIVES, APPROACH AND RISKS 4
MORE INFORMATION ABOUT FUND MANAGEMENT 6
MORE INFORMATION ABOUT PURCHASING AND REDEEMING SHARES 7
ACCOUNT STATEMENTS 14
HOUSEHOLDING 14
ELECTRONIC DELIVERY OF FINANCIAL REPORTS 14
DISCLOSURE OF FUND PORTFOLIO HOLDINGS 14
TAXES AND DISTRIBUTIONS 14
PAYMENTS TO THIRD PARTIES BY THE ADVISER 16
OTHER INFORMATION 16
FINANCIAL HIGHLIGHTS 18
 
 

SUMMARY SECTION

 

Investment Objectives

 

The Torray Fund’s (the “Fund”) investment objectives are to build investor wealth over extended periods and to minimize shareholder capital gains tax liability by limiting the realization of long- and short-term gains.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

 

Shareholder Fees 

(fees paid directly from your investment) None

 

Annual Fund Operating Expenses 

(expenses that you pay each year as a percentage of the value of your investment)  
Management Fees(1) 0.85%
Other Expenses(2) 0.08%
Total Annual Fund Operating Expenses 0.93%

 

 

(1)The Torray Fund (the “Predecessor Fund”), a series of The Torray Fund, reorganized into the Fund following the close of business on December 9, 2022.

 

(2)“Other Expenses” have been restated to reflect expenses for the current fiscal year.

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

 

The example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year 3 Years 5 Years 10 Years
 $95 $296 $515 $1,143

 

Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Predecessor Fund’s portfolio turnover rate was 36.46% of the average value of its portfolio.

 

Principal Investment Approach

 

The Fund views common stock ownership as an investment in a business, and therefore invests for the long term, employing a value-oriented approach to security selection. In this approach, the Fund utilizes a variety of quantitative and qualitative methods to determine a range of values for prospective and current investments. The Fund seeks to invest in securities when it believes valuations are modest relative to earnings, cash flow or asset values. The Fund invests principally in common stock of large capitalization domestic companies (defined as market capitalizations in excess of $8 billion) that have demonstrated records of operating profitability, including growth in net income and cash flow through business cycles; conservative financial structures, characterized by modest levels of debt relative to assets, market capitalization and cash flow; and shareholder-oriented management, with a history of prudent capital allocation, candid reporting to shareholders and insider ownership. Information relative to these items is found in company SEC filings, annual reports, conversations with management and industry reports. Investments are held as long as the issuers’ fundamentals remain intact, and the Fund believes issuers’ shares are reasonably valued.

1 

 

 

Ordinarily, 90% or more of the Fund’s assets will be invested in common stocks to the extent the Fund can identify common stocks which satisfy its selection criteria, with the balance held in U.S. Treasury securities or other cash equivalents. Although the number of holdings may vary, the Fund usually holds between 25 and 40 stocks, with positions in individual issuers generally ranging between 2% and 4% of the Fund’s assets. Generally, positions in individual issuers will not exceed 5% of Fund assets. The Fund currently expects to invest a significant portion of its assets in the Financials sector. However, the Fund will not invest in excess of 25% of its assets in any one industry or group of industries.

 

Principal Risks of Investing in the Fund

 

Risk is inherent in all investing. The value of your investment in the Fund, as well as the amount of return you receive on your investment, may fluctuate significantly from day to day and over time. You may lose part or all of your investment in the Fund or your investment may not perform as well as other similar investments. The Fund’s principal risks are presented in alphabetical order to facilitate finding particular risks and comparing them with other funds. Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears. Different risks may be more significant at different times depending on market conditions or other factors. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

 

Equity Securities Risk. The Fund expects to invest in, or have exposure to, equity securities. Equity securities tend to be more volatile than other investment choices, such as debt and money market instruments. The value of your investment may decrease in response to overall stock market movements or the value of individual securities.

 

Large Companies Risk. The securities of large-capitalization companies may be relatively mature compared to smaller companies and therefore subject to slower growth during times of economic expansion. Large-capitalization companies may also be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.

 

Management Risk. All investments are subject to risks, and an investment in the Fund is no exception. Accordingly, you may lose money by investing in the Fund and investors face the risk that Torray LLC’s, the Fund’s investment manager (the “Adviser”) business analyses prove faulty.

 

Market Risk. The value of the Fund’s investments will fluctuate as markets fluctuate and could decline over short- or long-term periods, sometimes rapidly and unpredictably.  Markets for securities in which the Fund invests may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. In addition, extraordinary events outside the control of the Fund, including acts of God (e.g., fire, flood, earthquake, storm, hurricane or other natural disaster), acts of war and terrorist activities, and global health events, such as epidemics, pandemics and disease, and their related social and economic impacts, may cause significant adverse market conditions and result in losses in value to the Fund’s investments.

 

Sector Risk. The securities of companies in the same or related businesses (“industry sectors”), if comprising a significant portion of the Fund’s portfolio, may in some circumstances react negatively to market conditions, interest rates and economic, regulatory or financial developments and adversely affect the value of the portfolio to a greater extent than if such securities comprised a lesser portion of the Fund’s portfolio or the Fund’s portfolio was diversified across a greater number of industry sectors.  Some industry sectors have particular risks that may not affect other sectors. The Fund may focus its investments in the following sector(s):

 

• Financial Sector Risk. The Fund may invest in companies in the financial sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. This sector can be significantly affected by changes in interest rates, government regulation, the rate of defaults on corporate, consumer and government debt, and the availability and cost of capital.

 

Share Ownership Risk. To the extent that a significant portion of the Fund’s shares are held by a limited number of shareholders or their affiliates, there is a risk that the share trading activities of these shareholders could disrupt the Fund’s investment strategies, which could have adverse consequences for the Fund and other shareholders (e.g., by requiring the Fund to sell investments at inopportune times or causing the Fund to maintain larger-than-expected cash positions pending acquisition of investments).

2 

 

 

Value-Style Investment Risk. The Fund’s value investments are subject to the risk that their intrinsic values may not be recognized by the broad market or that their prices may decline.

 

Performance Information

 

The Fund was reorganized following the close of business on December 9, 2022, to acquire the assets and liabilities of the Predecessor Fund, a series of The Torray Fund, in exchange for shares of the Fund. Accordingly, the Fund is the successor to the Predecessor Fund, and the following performance information shown prior to December 12, 2022, is that of the Predecessor Fund. The Fund has an investment objective, strategies and policies substantially similar to the Predecessor Fund, which was also advised by the Adviser.

 

Below is a bar chart and performance table that provides some indication of the risks of investing in the Fund. The bar chart illustrates how the Predecessor Fund’s annual total returns have varied from year to year. The performance table provides the Predecessor Fund’s average annual total returns both on a before-tax and an after-tax basis and compares the Predecessor Fund’s performance against the performance of unmanaged market indices. It is important to remember that the Predecessor Fund’s past performance (both before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information may be obtained on the Fund’s website (https://funds.torray.com/fund-performance/).

 Annual Total Returns (%) as of 12/31

 

 

 

During the period covered by this bar chart, the Predecessor Fund’s highest return for a calendar quarter was 17.27% in the fourth quarter of 2020, and the lowest return for a calendar quarter was -26.40% in the first quarter of 2020.

 

The Fund’s year-to-date return for the nine-month period ended September 30, 2022 was -12.90%.

 

Average Annual Total Returns 

(For the periods ended December 31, 2021)

 

  1 Year 5 Years 10 Years

Since Inception

December 31, 1990

Torray Fund        
Return Before Taxes 21.39% 7.29% 9.96% 9.63%
Return After Taxes on Distributions 18.14% 5.92% 8.85% 8.69%
Return After Taxes on Distributions and Sale of Fund Shares 14.27% 5.50% 7.99% 8.28%
Russell 1000 Value Index*(reflects no deduction for fees, expenses, or taxes) 25.16% 11.16% 12.97% 10.67%
S&P 500 Stock Index*(reflects no deduction for fees, expenses, or taxes) 28.71% 18.47% 16.55% 11.24%

 

 

*The Russell 1000 Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 companies with lower price-to-book ratios and lower excepted and historical growth rates. The S&P 500 Stock Index measures the performance of 500 large-capitalization U.S. companies. These indexes are unmanaged and do not reflect the fees and expenses typically incurred by mutual funds. Results include reinvested dividends.

3 

 

After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

 

Investment Adviser

 

The Fund’s investment manager is Torray LLC.

 

Portfolio Managers

 

Mr. Shawn M. Hendon, President of the Adviser, serves as co-portfolio manager of the Fund and the Predecessor Fund along with Mr. Jeffrey D. Lent. Mr. Hendon has served as co-portfolio manager of the Fund and the Predecessor Fund since 2017. Mr. Hendon previously also served as co-portfolio manager of the Predecessor Fund from 2008-2012.  Mr. Lent has served as co-portfolio manager of the Fund and the Predecessor Fund since 2020.

 

Purchasing and Selling Fund Shares

 

To purchase shares of the Fund for the first time, you must invest $2,000. Additional purchases can be made for $500 or more. The Fund has the discretion to further modify, waiver or reduce the above investment minimum requirements. Shares of the Fund may be available through certain brokerage firms, financial institutions and other industry professionals (collectively, "Service Organizations").

 

You may purchase and sell shares on any day that the New York Stock Exchange is open.

 

You may sell Fund shares through your financial intermediary or by contacting the Fund: (i) by telephone at 1-800-626-9769; or (ii) in writing c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, WI 53201-0701.

 

For more information about purchasing and redeeming Fund shares, see the section entitled “More Information About Purchasing and Redeeming Shares.”

 

Tax Information

 

The Fund intends to make distributions that will be taxed as ordinary income or capital gains unless you are a tax-exempt organization or are investing through a tax-advantaged arrangement such as a 401(k) plan or Individual Retirement Account. Distributions on investments made through such tax-advantaged arrangements may be taxed later upon withdrawal of assets from those accounts.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase and/or hold Fund shares through a broker-dealer or other financial intermediary, the Fund and/or the Fund’s Adviser, Torray LLC, may pay the intermediary for facilitating the sale of Fund shares and/or for shareholder services that the intermediary provides. These payments have the potential to create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

MORE INFORMATION ABOUT INVESTMENT OBJECTIVES, APPROACH AND RISKS

 

Investment Objectives

 

As noted earlier, the Fund’s investment objectives are to build investor wealth over extended periods and to minimize shareholder capital gains tax liability by limiting the realization of long- and short-term gains. The Fund’s investment objectives may be changed without shareholder approval. Shareholders will be provided with prior written notice of any changes to the Fund’s investment objectives.

 

There is no guarantee that these objectives will be achieved.

4 

 

Investment Process

 

The Adviser’s primary focus is on business analysis. The Fund invests principally in common stock of large-capitalization domestic companies that generally have demonstrated records of profitability, conservative financial structures, and shareholder-oriented management. The Fund seeks to invest in such companies when it believes that valuations are modest relative to earnings, cash flow or asset values. A company’s historical record is central to valuation, and the Adviser seeks to identify companies whose managements are good stewards of capital, focus on profitability and growth in per share value, and are candid in reporting to shareholders. Companies with successful track records that have fallen from investor favor can be of interest if the Adviser determines the cause or causes of investor disaffection are temporary and that the share prices fail to reflect the Adviser’s assessment of their intrinsic value. However, companies with poor records or those that suffer reversals deemed likely to be permanent are avoided regardless of how “cheap” their shares may appear. Positions may be reduced or sold if (a) a superior investment opportunity is identified, (b) a company’s fundamentals are deteriorating to the point where the original investment thesis for owning the stock is no longer intact, or (c) the investment has become significantly overvalued. The Fund currently expects to invest a significant portion of its assets in the Financials sector.

 

Principal Risks of Investing in the Fund

 

Equity Securities Risk. The Fund expects to invest in, or have exposure to, equity securities. Equity securities tend to be more volatile than other investment choices, such as debt and money market instruments. The value of your investment may decrease in response to overall stock market movements or the value of individual securities. The Fund’s investments in equity securities may subject the Fund to volatility and the following risks: prices of stock may fall over short or extended periods of time; cyclical movements of the equity market may cause the value of the Fund’s securities to fluctuate drastically from day to day; and individual companies may report poor results or be negatively affected by industry and or economic trends and developments.

 

Large Companies Risk. The securities of large-capitalization companies may be relatively mature compared to smaller companies and therefore subject to slower growth during times of economic expansion. Large-capitalization companies may also be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes. Furthermore, Also, large-capitalization companies are sometimes unable to attain the high growth rates of successful, smaller companies, especially during extended periods of economic expansion. 

 

Management Risk. All investments are subject to risks, and an investment in the Fund is no exception. Accordingly, you may lose money by investing in the Fund and investors face the risk that Torray LLC’s, the Fund’s investment manager (the “Adviser”) business analyses prove faulty. The Fund is actively managed and its performance may reflect the Adviser’s ability to make decisions which are suited to achieving the Fund’s investment objectives.  As a result, the Fund could underperform other mutual funds with similar investment objectives.

 

Market Risk. The value of the Fund’s investments will fluctuate as markets fluctuate and could decline over short- or long-term periods, sometimes rapidly and unpredictably.  Markets for securities in which the Fund invests may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. In addition, extraordinary events outside the control of the Fund, including acts of God (e.g., fire, flood, earthquake, storm, hurricane or other natural disaster), acts of war and terrorist activities, and global health events, such as epidemics, pandemics and disease, and their related social and economic impacts, may cause significant adverse market conditions and result in losses in value to the Fund’s investments.

 

An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in December 2019 and has spread internationally. The outbreak has resulted in closing borders and quarantines, enhanced health screenings, cancellations, disrupted supply chains and customer activity, and has produced general concern and uncertainty. The impact of this coronavirus, and other epidemics and pandemics that may arise in the future, could affect national and global economies, individual companies and the market in general in a manner that cannot be foreseen at the present time. Health crises caused by the recent outbreak may heighten other pre-existing political, social and economic risks in a country or region. In the event of a pandemic or an outbreak, there can be no assurance that the Fund and its service providers will be able to maintain normal business operations for an extended period of time or will not lose the services of key personnel on a temporary or long-term basis due to illness or other reasons. Although vaccines for COVID-19 are becoming more widely available, the full impacts of a pandemic or disease outbreaks are unknown and the pace of recovery may vary from market to market, resulting in a high degree of uncertainty for potentially extended periods of time.

5 

 

Sector Risk. The securities of companies in the same or related businesses (“industry sectors”), if comprising a significant portion of the Fund’s portfolio, may in some circumstances react negatively to market conditions, interest rates and economic, regulatory or financial developments and adversely affect the value of the portfolio to a greater extent than if such securities comprised a lesser portion of the Fund’s portfolio or the Fund’s portfolio was diversified across a greater number of industry sectors.  Some industry sectors have particular risks that may not affect other sectors. The Fund may focus its investments in the following sector(s):

 

• Financial Sector Risk. The Fund may invest in companies in the financial sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. This sector can be significantly affected by changes in interest rates, government regulation, the rate of defaults on corporate, consumer and government debt, and the availability and cost of capital. These factors and events have had, and may continue to have, a significant negative impact on the valuations and stock prices of companies in this sector and have increased the volatility of investments in this sector. Certain events in the financial sector may cause an unusually high degree of volatility in the financial markets and cause certain financial services companies to incur large losses. Securities of financial services companies may experience a dramatic decline in value when such companies experience substantial declines in the valuations of their assets, take action to raise capital (such as the issuance of debt or equity securities), or cease operations. Credit losses resulting from financial difficulties of borrowers and financial losses associated with investment activities can negatively impact the sector. 

 

Share Ownership Risk. To the extent that a significant portion of the Fund’s shares are held by a limited number of large shareholders or their affiliates, there is a risk that the share trading activities of these shareholders could disrupt the Fund’s investment strategies, which could have adverse consequences for the Fund and other shareholders (e.g., by requiring the Fund to sell investments at inopportune times or causing the Fund to maintain larger-than-expected cash positions pending acquisition of investments). These shareholders may redeem shares in substantial quantities or on a frequent basis, which may negatively impact the Fund’s performance, may increase realized capital gains, may accelerate the realization of taxable income to other shareholders and may potentially limit the use of available capital loss carryforwards or certain other losses to offset any future realized capital gains. Large shareholder redemption activity also may increase the Fund’s brokerage and other expenses.

 

Value-Style Investment Risk. The Fund’s value investments are subject to the risk that their intrinsic values may not be recognized by the broad market, that their prices may decline, or that a stock judged to be undervalued may actually be appropriately priced. The determination that a stock is undervalued is subjective; the market may not agree, and a stock’s price may not rise to what the Adviser believes is its full value.  If the market does not consider the stock to be undervalued then the value of the Fund’s shares may decline, even if stock prices generally are rising.

 

MORE INFORMATION ABOUT FUND MANAGEMENT

 

The Fund’s investment manager is Torray LLC, 7501 Wisconsin Avenue, Suite 750W, Bethesda, Maryland 20814. The Manager offers investment management services to individuals, institutions and investment companies. Shawn M. Hendon, President of the Adviser, serves as co-manager of the Fund with Jeffrey D. Lent, and they share the same responsibilities for the day-to-day management of the Fund’s investment portfolio.

 

Mr. Hendon is a Principal at the Adviser and is a critical member of the Adviser’s research and portfolio management team. He previously served as co-portfolio manager of the Predecessor Fund from 2008-2012, and again from January 1, 2017 through present, after re-joining the Adviser’s portfolio management team. Prior to joining Torray LLC in 2008, Mr. Hendon was co-founder and Partner of Rockledge Partners (from 2004 to 2007) and Managing Director and Portfolio Manager for Lockheed Martin Investment Management Company (from 1979 to 2003). In 2012, he founded Harewood Partners, LLC, and has served as Managing Partner of that firm since its inception. Mr. Hendon received a BA degree from Georgetown University (1973), and an MBA from the George Washington University (1976).

 

Mr. Lent is a Principal at the Adviser and serves as Portfolio Manager or Co-Portfolio Manager for all separate account strategies at Torray. He began his investment career in 1987 with Kemper Mutual Funds in Chicago, Illinois. Prior to joining Torray in 2010, he was an analyst and portfolio manager with Resolute Capital Management and a Vice President with Tucker Anthony, Inc., where he formed the Corporate Services Group. Mr. Lent received a BS from the University of New Hampshire in 1987. Additional information about the portfolio managers’ compensation, other accounts they manage, and their ownership of shares in the Fund is available in the Statement of Additional Information (“SAI”).

 

Subject to the oversight of the Board of Trustees of the Trust (the “Board”), the Adviser provides investment advice and portfolio management services and oversees the administration of the Fund. The Fund compensates the Adviser for its services at the annual rate of 0.85% of its average daily net assets, payable on a monthly basis in arrears.

6 

 

A discussion regarding the basis for the Board’s initial approval of the investment advisory contract of the Fund will be available in the first Semi-Annual or Annual Report to Shareholders.

 

Fund Expenses

 

The Fund is responsible for its own operating expenses. Pursuant to an Expense Limitation and Reimbursement Agreement between the Adviser and the Trust, on behalf of the Fund (the “Agreement”), the Adviser has contractually agreed to waive all or a portion of its advisory fee and/or reimburse expenses in an aggregate amount equal to the amount by which the Total Annual Fund Operating Expenses (excluding certain items discussed below) for the Fund exceed 0.95% of the average daily net assets attributable to the Fund (the “Expense Cap”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause net Total Annual Fund Operating Expenses to exceed 0.95%: acquired fund fees and expenses (“AFFE”), taxes, interest expense, dividends on securities sold short and extraordinary expenses.

 

The Agreement will remain in effect until December 31, 2023 and may not be terminated without the approval of the Board. If at any time the Fund’s Total Annual Fund Operating Expenses (not including AFFE, short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes) for a year are less than 0.95% or the expense cap then in effect, whichever is less, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided it is able to effect such recoupment without causing the Fund’s expense ratio (after recoupment) to exceed (i) the expense limit in effect at the time of the waiver or reimbursement and (ii) the current expense limit in effect at the time of the recoupment. The Adviser was effectively paid a management fee of 0.91% of the Predecessor Fund’s average daily net assets for the fiscal year ending December 31, 2021.

 

MORE INFORMATION ABOUT PURCHASING AND REDEEMING SHARES

 

Pricing Fund Shares

 

Shares of the Fund are sold at their net asset value (“NAV”). The NAV per share of the Fund is calculated as follows:

 

NAV =    Value of Assets - Value of Liabilities

Number of Outstanding Shares

 

The Fund's NAV is calculated once daily at the close of regular trading hours on the NYSE (generally 4:00 p.m. Eastern time) on each day the NYSE is open. The NYSE is generally open Monday through Friday, except national holidays. The NYSE also may be closed on national days of mourning or due to natural disaster or other extraordinary events or emergency. Fund shares will generally not be priced on any day the NYSE is closed. The Fund will effect purchases of Fund Shares at the NAV next determined after receipt by the transfer agent of your purchase order in good order as described below. The Fund will effect redemptions of Fund Shares at the NAV next calculated after receipt by the transfer agent of your redemption request in good order as described below. If the Fund holds securities that are primarily listed on non-U.S. exchanges, the NAV of the Fund's shares may change on days when shareholders will not be able to purchase or redeem the Fund's shares.

 

If available, the Fund's investments in securities and other exchange traded assets are generally valued based on market quotations. If market quotations are unavailable or deemed unreliable by the Fund’s administrator, in consultation with the Adviser, securities will be valued by the Adviser in accordance with procedures adopted by the Board and under the Board’s ultimate supervision. The Fund will regularly value its investments in derivative instruments at fair value. The Fund may use independent pricing services to assist in calculating the value of the Fund’s portfolio holdings. Relying on prices supplied by pricing services or dealers or using fair valuation involves the risk that the values used by the Fund to price its investments may be higher or lower than the values used by other investment companies and investors to price the same investments.

 

How to Buy Shares

 

You may buy shares of the Fund on a no-load basis on any day that the NYSE is open.

 

All checks must be in U.S. Dollars drawn on a domestic bank. The Fund will not accept payment in cash or money orders. The Fund does not accept post-dated checks or any conditional order or payment. To prevent check fraud, the Fund will not accept third party checks, Treasury checks, credit card checks, traveler’s checks or starter checks for the purchase of shares.

7 

 

Shares of the Fund have not been registered for sale outside of the United States. The Fund generally does not sell shares to investors residing outside the United States, even if they are United States citizens or lawful permanent residents, except to investors with United States military APO or FPO addresses.

 

The transfer agent will charge a $25 fee against a shareholder’s account, in addition to any loss sustained by the Fund, for any payment that is returned. It is the policy of the Fund not to accept applications under certain circumstances or in amounts considered disadvantageous to shareholders. The Fund reserves the right to reject any application.

 

The minimum initial purchase is $2,000. You should send your check payable to “Torray Fund” with a completed account application to the Fund’s transfer agent:

 

Regular Mail Address

Courier Address

Torray Fund Torray Fund
c/o U.S. Bank Global Fund Services c/o U.S. Bank Global Fund Services
P.O. Box 701 615 East Michigan Street, 3rd Floor
Milwaukee, WI 53201-0701 Milwaukee, WI 53202-5207

 

The Fund does not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, deposit in the mail or with such services, or receipt at U.S. Bank Global Fund Services post office box, of purchase orders or redemption requests does not constitute receipt by the transfer agent of the Fund. Receipt of purchase orders or redemption requests is based on when the order is received at the transfer agent’s offices.

 

Additional purchases can be made for $500 or more and should be sent to the applicable address above. Please remember to include your account number on your check.

 

Purchases Through Intermediaries. Shares of the Fund may also be available through certain Service Organizations. Certain features of the Fund, such as the initial and subsequent investment minimums and certain trading restrictions, may be modified or waived by Service Organizations. Service Organizations may impose minimum investment requirements. Service Organizations may also impose transaction or administrative charges or other direct fees, which charges and fees would not be imposed if Fund shares are purchased directly from the Trust. Therefore, you should contact the Service Organization acting on your behalf concerning the fees (if any) charged in connection with a purchase or redemption of Shares and should read this Prospectus in light of the terms governing your accounts with the Service Organization. Service Organizations will be responsible for promptly transmitting client or customer purchase and redemption orders to the Trust in accordance with their agreements with the Trust or its agent and with clients or customers. Service Organizations or, if applicable, their designees that have entered into agreements with the Trust or its agent, may enter confirmed purchase orders on behalf of clients and customers, with payment to follow no later than the Trust’s pricing on the following business day. If payment is not received by such time, the Service Organization could be held liable for resulting fees or losses. The Trust will be deemed to have received a purchase or redemption order when a Service Organization, or, if applicable, its authorized designee, accepts a purchase or redemption order in good order if the order is actually received by the Trust in good order not later than the next business morning. If a purchase order is not received by the Trust in good order, the transfer agent will contact the financial intermediary to determine the status of the purchase order. Orders received by the Trust in good order will be priced at the Fund’s NAV next computed after such orders are deemed to have been received by the Service Organization or its authorized designee.

 

For administration, subaccounting, transfer agency and/or other services, the Adviser or its affiliates may pay Service Organizations and certain recordkeeping organizations a fee (the “Service Fee”) based on the average annual NAV of accounts with the Trust maintained by such Service Organizations or recordkeepers. The Service Fee payable to any one Service Organization is determined based upon a number of factors, including the nature and quality of services provided, the operations processing requirements of the relationship and the standardized fee schedule of the Service Organization or recordkeeper.

 

In addition, the Fund may enter into agreements with Service Organizations pursuant to which the Fund will pay a Service Organization for networking, sub-transfer agency, sub-administration and/or sub-accounting services. These payments are generally based on either (1) a percentage of the average daily net assets of Fund shareholders serviced by the Service Organization or (2) a fixed dollar amount for each account serviced by the Service Organization. The aggregate amount of these payments may be substantial.

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Initial Investment – By Wire

 

If you are making your first investment in the Fund, before you wire funds, the transfer agent must have a completed account application. You may mail or overnight deliver your account application to the transfer agent. Upon receipt of your completed application, the transfer agent will establish an account for you. The account number assigned will be required as part of the instruction that should be provided to your bank to send the wire. Your bank must include the name of the Fund you are purchasing, the account number, and your name so that monies can be correctly applied. Your bank should transmit Funds by wire to:

 

U.S. Bank, N.A. 

777 East Wisconsin Avenue

Milwaukee, WI 53202

ABA #075000022

Credit:

U.S. Bancorp Fund Services, LLC

Account #112-952-137

Further Credit:

Torray Fund

(shareholder registration)

(shareholder account number)

 

For Subsequent Investments - Telephone Purchases

 

Subject to the conditions described below, investors may purchase additional shares of the Fund by calling 1-800-626-9769. If you elected this option on your account application, and your account has been open for at least 7 business days, telephone orders will be accepted via electronic funds transfer from your bank account through the Automated Clearing House (ACH) network. This option is offered to shareholders whose accounts are held directly with the Fund. (Please speak with your Financial Intermediary if your account is held elsewhere.) You must have banking information established on your account prior to making a purchase. If your order is received prior to 4:00 p.m. Eastern time, your shares will be purchased at the net asset value calculated on the day your order is placed.

 

For Subsequent Investments – By Wire

 

Before sending your wire, please contact the transfer agent at 1-800-626-9769 to advise them of your intent to wire funds. This will ensure prompt and accurate credit upon receipt of your wire.

 

Wired funds must be received prior to 4:00 pm Eastern time to be eligible for same day pricing. The Fund and U.S. Bank, N.A., the Fund’s custodian, are not responsible for the consequences of delays resulting from the banking or Federal Reserve wire system, or from incomplete wiring instructions.

 

For Subsequent Investments – By Electronic Transfer Online

 

Subject to the conditions described below, and if you elected this option on your account application, and your account has been open for at least 7 business days, you may purchase additional shares of the Fund through the Fund’s investor portal, a link to which can be found on the Fund’s website at https://funds.torray.com. This option is offered to shareholders whose accounts are held directly with the Fund. (Please speak with your Financial Intermediary if your account is held elsewhere.) Electronic orders will be accepted via electronic funds transfer from your bank account through the Automated Clearing House (ACH) network. You must have banking information established on your account prior to making an online purchase. If your order is received prior to 4:00 p.m. Eastern time, your shares will be purchased at the net asset value calculated on the day your order is placed.

 

Automatic Investment Plan

 

Once an account has been opened with the initial minimum investment you may make additional purchases at regular intervals through the Automatic Investment Plan. This Plan provides a convenient method to have monies deducted from your bank account, for investment into the Fund, on a monthly, bi-monthly, or quarterly basis. In order to participate in the Plan, each purchase must be in the amount of $500 or more, and your financial institution must be a member of the Automated Clearing House (ACH) network. If your bank rejects your payment, the Fund’s transfer agent will charge a $25 fee to your account. To begin participating in the Plan, please complete the Automatic Investment Plan section on the account application or call the Fund’s transfer agent at 1-800-626-9769 for instructions. Any request to change or terminate your automatic Investment Plan should be submitted to the transfer agent at least 5 days prior to the desired effective date.

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How to Redeem Shares

 

You may redeem your shares either in writing or if you elected the telephone redemption privilege on your application, by telephone or through the online investor portal, a link to which can be found on the Fund’s website at https://funds.torray.com. The online redemption maximum is $100,000. Your written redemption request must include: (1) the name of the Fund, (2) the number of shares or dollar amount to be redeemed, (3) the account number and (4) signatures by all of the shareholders whose names appear on the account registration with a signature guarantee, if applicable. You should submit your written redemption request directly to:

 

Regular Mail Address Courier Address
Torray Fund Torray Fund
c/o U.S. Bank Global Fund Services c/o U.S. Bank Global Fund Services
P.O. Box 701 615 East Michigan Street, 3rd Floor
Milwaukee, WI 53201-0701 Milwaukee, WI 53202-5207

 

The Fund does not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, deposit in the mail or with such services, or receipt at U.S. Bank Global Fund Services post office box, of purchase orders or redemption requests does not constitute receipt by the transfer agent of the Fund. Receipt of purchase orders or redemption requests is based on when the order is received at the transfer agent’s offices.

 

Under normal circumstances, the Fund expects to meet redemption requests through the sale of investments held in cash or cash equivalents. The Fund may also choose to sell portfolio assets for the purpose of meeting such requests. The Fund further reserves the right to distribute “in kind” securities from the Fund’s portfolio in lieu (in whole or in part) of cash under certain circumstances, including under stressed market conditions.

 

If your account is held in the name of a corporation, as a fiduciary or agent, or as a surviving joint owner, you may be required to provide additional documents with your redemption request.

 

If your address of record has changed within the last 30 calendar days of receipt of your redemption request, you will be required to obtain a signature guarantee. See the section entitled “Redemptions Requiring a Signature Guarantee.”

 

The Fund and the transfer agent reserve the right to refuse any telephone transaction when they are unable to confirm to their satisfaction that a caller is the account owner, or a person authorized by the account owner. Neither the Fund nor any of its service contractors will be liable for any loss or expense in acting upon telephone instructions that are reasonably believed to be genuine. The telephone transaction privilege may be suspended, limited, modified or terminated at any time without prior notice by the Fund or U.S. Bancorp Fund Services, LLC.

 

To redeem by telephone, you can call 1-800-626-9769.

 

Please remember that all redemption requests must include your name and account number. The Fund typically sends the redemption proceeds on the next business day (a day when the NYSE is open for normal business) after the redemption request is received in good order and prior to market close, regardless of whether the redemption proceeds are sent via check, wire, or automated clearing house (ACH) transfer. The Fund may suspend redemptions, or postpone payment for up to seven days, as permitted by federal securities law. If you redeem by wire transfer, the Fund’s transfer agent charges a fee (currently $15) for each wire redemption. If you are redeeming shares that were recently purchased by check or electronic funds transfer through the ACH network, the proceeds may be delayed until the payment for purchase clears; this may take up to 15 calendar days from the date of purchase. This delay will not apply if you purchased your shares via wire payment.

 

Shareholders who have an IRA or other tax-advantaged retirement plans may redeem their shares by writing to the Fund or, if you elected this option on your account application, by telephone. Redeeming shareholders must either complete and submit the Fund’s IRA/Qualified Plan Distribution Request Form, available on the Fund’s website at https://funds.torray.com, or must otherwise indicate on their written redemption request whether or not to withhold federal income tax. Redemption requests failing to indicate an election not to have tax withheld will generally be subject to 10% withholding. Shares held in IRA or other tax-advantaged retirement plan accounts may also be redeemed by telephone at 1-800-626-9769. Investors will be asked whether or not to withhold taxes from any distribution. Shares held in IRA or other tax-advantaged retirement plan accounts may not be redeemed through the online investor portal; however, you can visit the Fund’s website to obtain the IRA/Qualified Plan Distribution Request Form.

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For those set up to redeem online, log in to your existing investor portal account, a link to which can be found on the Fund’s website at https://funds.torray.com.

 

Redemption in Kind

 

It is currently the Fund’s policy to pay all redemptions in cash. The Fund retains the right, however, to alter this policy to provide for redemptions in whole or in part by a distribution in-kind of securities held by the Fund in lieu of cash. Distribution in-kind redemptions are taxable to shareholders in the same manner as cash redemptions, generally resulting in capital gain or loss subject to certain loss limitation rules. Shareholders may incur brokerage charges on the sale of any such securities so received in payment of redemptions, and will bear any market risks associated with such securities until they are converted into cash. 

 

Systematic Withdrawal Plan

 

You can also redeem shares automatically on a monthly, quarterly, semi-annual or annual basis via a Systematic Withdrawal Plan (“SWP”). To establish a SWP, an account must have a current market value of $2,000 or more and should have dividends reinvested. The minimum amount of the systematic withdrawal is $250. The systematic withdrawals can be sent by check to the address of record or to your bank via ACH provided the bank is an online member of ACH. Any check or ACH withdrawal will be sent the business day following the redemption date. You may establish this plan by completing the appropriate section on the Account Application or by calling 1-800-626-9769 for instructions. Any request to change or terminate your SWP should be submitted to the transfer agent at least 5 days prior to the desired effective date.

 

Redemptions Requiring a Signature Guarantee

 

Signature guarantees will generally be accepted from domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations, as well as from participants in the New York Stock Exchange Medallion Signature Program and the Securities Transfer Agents Medallion Program (“STAMP”). A notary public is not an acceptable signature guarantor.

 

A signature guarantee, from either a Medallion program member or a non-Medallion program member, is required in the following situations:

 

If ownership is being changed on your account;

 

When redemption proceeds are payable or sent to any person, address or bank account not on record;

 

If a change of address was received by the transfer agent within the 30 calendar days prior to the redemption request;

 

For all redemptions in excess of $100,000 from any shareholder account.

 

The Fund may waive any of the above requirements in certain instances, subject to the Fund receiving upon request another acceptable form of authentication from a financial institution source. In such instances, it is in the Fund’s sole discretion to determine whether such authentication is acceptable. In addition to the situations described above, the Fund and the transfer agent each reserve the right to require a signature guarantee in other instances based on the circumstances relative to the particular situation.

 

Non-financial transactions, including establishing or modifying certain services on an account, may require a signature guarantee, signature verification from a Signature Validation Program member, or other acceptable form of authentication from a financial institution source.

 

Additional Purchase and Redemption Information

 

The Fund reserves the following rights as they relate to purchases and redemptions:

11 

 

To redeem your shares if your account balance falls below $2,000 as a result of redemptions and not market performance. You will receive 30 days’ notice to increase the value of your account to $2,000 before the account is closed;

 

To refuse any purchase order;

 

To refuse third-party checks, starter checks or cash equivalents for purchases of shares;

 

To change or waive the Fund’s investment minimums;

 

To suspend the right to redeem and delay redemption proceeds during times when trading on the NYSE is restricted or halted, or otherwise as permitted by the SEC;

 

To require additional documentation or a medallion signature guarantee on any redemption request.

 

Shareholders should be aware that purchase and redemption requests mailed to the Adviser’s Maryland address will not be processed until the date that they are received by the Fund’s transfer agent (generally the next business day) at the address noted under “How to Buy Shares”, and that such transactions will be priced at the NAV determined as of that date in accordance with the procedures described under “Pricing Fund Shares”. You can avoid delays by mailing requests for purchases and redemptions directly to the Fund’s transfer agent.

 

Telephone trades must be received by or prior to market close. During periods of high market activity, shareholders may encounter higher than usual call waits. Please allow sufficient time to place your telephone transaction. Once a telephone transaction has been placed, it cannot be cancelled or modified after the close of regular trading on the NYSE (generally, 4:00 p.m., Eastern time).

 

Before executing an instruction received by telephone, the transfer agent will use reasonable procedures to confirm that the telephone instructions are genuine. The telephone call may be recorded, and the caller may be asked to verify certain personal identification information. If the Fund or its agents follow these procedures, they cannot be held liable for any loss, expense or cost arising out of any telephone redemption request that is reasonably believed to be genuine. This includes fraudulent or unauthorized requests. If an account has more than one owner or authorized person, the Fund will accept telephone instructions from any one owner or authorized person.

 

Online transactions are subject to the same purchase and redemption minimums and maximums as other transaction methods. You should be aware that there may be delays, malfunctions or other inconveniences associated with online transactions. There also may be times when the website is unavailable for Fund transactions or other purposes. Should this happen, you should consider performing transactions by another method.

 

The Fund employs procedures to confirm that online transactions are genuine. These procedures include passwords, encryption and other precautions reasonably designed to protect the integrity, confidentiality and security of shareholder information. In order to conduct transactions online, you will need your account number, username and password. The Fund and its service providers will not be liable for any loss, liability, cost or expense for following instructions communicated online, including fraudulent or unauthorized instructions.

 

You can decline telephone and internet buy or sell privileges on your New Account Application. If you have telephone/online privileges on your account and want to discontinue them, please contact Shareholder Services at 1-800-626-9769 for instructions. You may reinstate these privileges at any time in writing, including online registration with respect to Internet privileges.

 

Lost Shareholder, Inactive Accounts and Unclaimed Property

 

It is important that the Fund maintain a correct address for each investor. An incorrect address may cause an investor’s account statements and other mailings to be returned to the Fund. Based upon statutory requirements for returned mail, the Fund will attempt to locate the investor or rightful owner of the account. If the Fund is unable to locate the investor, then it will determine whether the investor’s account can legally be considered abandoned. Your mutual fund account may be transferred to your state of residence if no activity occurs within your account during the “inactivity period” specified in your state's abandoned property laws. The Fund is legally obligated to escheat (or transfer) abandoned property to the appropriate state’s unclaimed property administrator in accordance with statutory requirements. The investor’s last known address of record determines which state has jurisdiction. Please proactively contact the transfer agent at 1-800-626-9769 (toll free) at least annually to ensure your account remains in active status.

12 

 

Investors with a state of residence in Texas have the ability to designate a representative to receive legislatively required unclaimed property due diligence notifications. Please contact the Texas Comptroller of Public Accounts for further information. Please contact the transfer agent if you wish to complete a Texas Designation of Representative form.

 

Frequent Trading Policy

 

In accordance with the policy adopted by the Board, the Trust discourages and does not accommodate market timing and other excessive trading practices. Purchases should be made with a view to longer-term investment only. Excessive short-term (market timing) trading practices may disrupt portfolio management strategies, increase brokerage and administrative costs, harm Fund performance and result in dilution in the value of Fund Shares held by long-term shareholders. The Trust and the Adviser reserve the right to (i) reject a purchase or exchange order, (ii) delay payment of immediate cash redemption proceeds for up to seven calendar days, (iii) revoke a shareholder’s privilege to purchase Fund shares (including exchanges), or (iv) limit the amount of any exchange involving the purchase of Fund shares. An investor may receive notice that their purchase order or exchange has been rejected after the day the order is placed or after acceptance by a financial intermediary. It is currently expected that a shareholder would receive notice that its purchase order or exchange has been rejected within 48 hours after such purchase order or exchange has been received by the Trust in good order. The Trust and the Adviser will not be liable for any loss resulting from rejected purchase orders. To minimize harm to the Trust and its shareholders (or the Adviser), the Trust (or the Adviser) will exercise its right if, in the Trust’s (or the Adviser’s) judgment, an investor has a history of excessive trading or if an investor’s trading, in the judgment of the Trust (or the Adviser), has been or may be disruptive to the Fund. No waivers of the provisions of the policy established to detect and deter market timing and other excessive trading activity are permitted that would harm the Fund and its shareholders or would subordinate the interests of the Fund and its shareholders to those of the Adviser or any affiliated person or associated person of the Adviser.

 

Pursuant to the policy adopted by the Board, the Adviser has developed criteria that it uses to identify trading activity that may be excessive. The Adviser reviews on a regular, periodic basis available information related to the trading activity in the Fund in order to assess the likelihood that the Fund may be the target of excessive trading. As part of its excessive trading surveillance process, the Adviser, on a periodic basis, examines transactions that exceed certain monetary thresholds or numerical limits within a period of time. If, in its judgment, the Adviser detects excessive, short-term trading, it may reject or restrict a purchase request and may further seek to close an investor's account with the Fund. The Adviser may modify its surveillance procedures and criteria from time to time without prior notice regarding the detection of excessive trading or to address specific circumstances. The Adviser will apply the criteria in a manner that, in the its judgment, will be uniform.

 

There is no assurance that the Fund will be able to identify market timers, particularly if they are investing through intermediaries.

 

If necessary, the Trust may prohibit additional purchases of shares by a financial intermediary or by certain customers of the financial intermediary. Financial intermediaries may also monitor their customers’ trading activities in the Fund. The criteria used by intermediaries to monitor for excessive trading may differ from the criteria used by the Trust. If a financial intermediary fails to enforce the Trust’s excessive trading policies, the Trust may take certain actions, including terminating the relationship.

 

Customer Identification Information

 

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person that opens a new account, and to determine whether such person’s name appears on government lists of known or suspected terrorists and terrorist organizations.

 

As a result, the Fund must obtain the following information for each person that opens a new account:

 

Name;

 

Date of birth (for individuals);

 

Residential or business street address (although post office boxes are still permitted for mailing); and

 

Social security number, taxpayer identification number, or other identifying number.

13 

 

You may also be asked for a copy of your driver’s license, passport or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities. If you are opening the account in the name of a legal entity (e.g., partnership, limited liability company, business trust, corporation, etc.), you must also supply the identity of the beneficial owners.

 

Federal law prohibits the Fund and other financial institutions from opening a new account unless they receive the minimum identifying information listed above. After an account is opened, the Fund may restrict your ability to purchase additional shares until your identity is verified. The Fund may close your account or take other appropriate action if it is unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed.

 

ACCOUNT STATEMENTS

 

The Fund provides you with:

 

a confirmation statement after each transaction;

 

an account statement reflecting your transactions for the calendar quarter;

 

an account statement reflecting your annual transactions; and

 

by February 15 of each year, certain tax information which is also filed with the Internal Revenue Service.

 

The Fund provides the above shareholder services without charge but may charge for special services such as requests for historical transcripts of accounts. You may also view your quarterly and annual statements through the Fund’s investor login, a link to which can be found on the Fund’s website at https://funds.torray.com.

 

HOUSEHOLDING

 

In an effort to decrease costs, the Fund intends to reduce the number of duplicate Prospectuses you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders that the transfer agent reasonably believes are from the same family or household. Once implemented, if you would like to discontinue householding for your accounts, please call toll-free at 1-800-626-9769 to request individual copies of these documents. Once the Fund receives notice to stop householding, we will begin sending individual copies thirty days after receiving your request. This householding policy does not apply to account statements, which will be sent to each shareholder separately.

 

ELECTRONIC DELIVERY OF FINANCIAL REPORTS

 

Also in an effort to decrease costs, the Fund has elected under relevant SEC rules not to mail paper copies of annual and semiannual reports to all shareholders, but instead will mail a notice to all shareholders advising them that such reports are available online and identifying the website to access such reports. As required by such rules, the mailed notice will include instructions for how an investor can elect—at any time—to receive all future reports in paper, or request to receive particular reports in paper on an ad hoc basis.

 

DISCLOSURE OF FUND PORTFOLIO HOLDINGS

 

A complete list of the Fund’s portfolio holdings is publicly available on a quarterly basis through applicable filings made with the SEC on Forms N-CSR and Part F of Form N-PORT. Additional information is also available on the Fund’s website at https://funds.torray.com. A description of the Fund’s policies and procedures with respect to the disclosure of its portfolio securities is provided in the SAI.

 

TAXES AND DISTRIBUTIONS

 

It is the Fund’s policy to make distributions at least annually of all or substantially all of its net investment income and net realized capital gains (the excess of net long-term capital gain over net short-term capital loss), if any. Unless you elect to receive your distributions in cash, your ordinary income and capital gain distributions will be reinvested in additional shares of the same share class of the Fund at the NAV calculated as of the payment date. The Fund pays distributions on a per-share basis. As a result, on the ex-dividend date of such a payment, the NAV of the Fund will be reduced by the amount of the payment.

14 

 

If you elect to receive distributions and/or capital gains paid in cash and the U.S. Postal Service cannot deliver the check, or if a check remains outstanding for 6 months, the Fund reserves the right to reinvest the distribution check in your account, at the Fund’s current NAV, and to reinvest all subsequent distributions.

 

Taxes

 

The following is a summary of certain U.S. tax considerations relevant under current law, which may be subject to change in the future. The tax information in this Prospectus is provided as general information and more information about taxes is contained in the SAI. Except where otherwise indicated, the discussion relates to investors who are individual United States citizens or residents and domestic corporations and trusts. You should consult your own tax professional about the federal, state, local and/or foreign tax consequences of an investment in shares of the Fund.

 

Taxes on Distributions

 

For federal income tax purposes, distributions of net investment income are generally taxable as ordinary income or qualified dividend income. Taxes on distributions of capital gains are determined by how long the Fund owned the investments that generated them, rather than how long you owned your shares. Distributions of net capital gains (that is, the excess of net long-term capital gains from the sale of investments that the Fund owned for more than 12 months over net short-term capital losses) that are reported to shareholders by the Fund as capital gain dividends will be taxable as long-term capital gains, which for non-corporate shareholders are subject to tax at reduced rates. Distribution of net gains from the sale of investments that the Fund owned for 12 months or less will be taxable as ordinary income.

 

Distributions of investment income reported to shareholders by the Fund as derived from “qualified dividend income” will be taxed in the hands of individuals at the rates applicable to long-term capital gains, provided that certain holding period and other requirements are met at both the shareholder and Fund level. “Qualified dividend income” generally is income derived from dividends paid by U.S. corporations or certain foreign corporations that are either incorporated in a U.S. possession or eligible for tax benefits under certain U.S. income tax treaties. In addition, dividends that the Fund receives in respect of stock of certain foreign corporations may be qualified dividend income if that stock is readily tradable on an established U.S. securities market. The amount of the Fund’s distributions that qualify for this favorable treatment may be reduced as a result of the Fund’s securities lending activities, if any. Corporate shareholders may be entitled to a dividends-received deduction for the portion of dividends they receive from the Fund that are attributable to dividends received by the Fund from U.S. corporations, subject to certain limitations. The amount of the dividends qualifying for this deduction may, however, be reduced as a result of the Fund’s securities lending activities, if any.

 

A distribution will be treated as paid on December 31 of the current calendar year if it is declared by the Fund in October, November or December with a record date in such a month and paid by the Fund during January of the following calendar year.

 

Distributions are taxable to you even if they are paid from income or gains earned before your investment (and thus were included in the price you paid for your shares). In general, you will be taxed on the distributions you receive from the Fund, whether you receive them as additional shares or in cash. Any gain resulting from the sale of your shares in the Fund will generally be subject to tax.

 

The Fund’s investment in foreign securities may be subject to foreign withholding taxes. In that case, the Fund’s yield on those securities would be decreased. However, if more than 50% of the Fund’s gross assets consist of foreign securities, the Fund may be able to pass through to you a foreign tax credit for such foreign taxes.

 

In addition, the Fund’s investments in foreign securities or foreign currencies may increase or accelerate the Fund’s recognition of ordinary income and may affect the timing, amount or character of the Fund’s distributions.

 

By January 31 of each year, we will send you a statement showing the tax status of your dividends and distributions for the prior year.

 

Taxes on Sales or Exchanges of Shares

 

For federal income tax purposes, any capital gain or loss realized upon a sale or exchange of shares of the Fund will generally be treated as a long-term capital gain or loss if those shares have been held for more than 12 months and as a short-term capital gain or loss if those shares have been held for 12 months or less. However, any capital loss on a sale of shares held for 6 months or less is treated as long-term capital loss to the extent of capital gain dividends received on the shares.

15 

 

Any loss realized on a sale will be disallowed to the extent shares of the Fund are acquired, including through reinvestment of dividends, within a 61-day period beginning 30 days before and ending 30 days after the sale of shares. If disallowed, the loss will be reflected in an upward adjustment to the basis of the shares acquired.

 

U.S. Tax Treatment of Foreign Shareholders

 

If you are neither a resident nor a citizen of the United States or if you are a foreign entity, dividends (other than capital gain dividends) paid to you by the Fund are subject to withholding of U.S. federal income tax at a rate of 30% (or such lower rate as may be provided by an applicable income tax treaty). However, dividends attributable to the Fund’s interest income from U.S. obligors and dividends attributable to net short-term capital gains of the Fund are generally exempt from the 30% withholding tax.

 

Foreign shareholders will generally not be subject to U.S. tax on gains realized on the sale or redemption of shares in the Fund, except that a non-resident alien individual who is present in the U.S. for 183 days or more in a calendar year will be taxable on such gains and on capital gain dividends from the Fund.

 

However, if a foreign investor conducts a trade or business in the U.S. and the investment in the Fund is effectively connected with that trade or business, then the foreign investor’s income from the Fund will generally be subject to U.S. federal income tax at graduated rates in a manner similar to the income of a U.S. citizen or resident.

 

The Fund will also generally be required to withhold 30% tax on certain payments to foreign entities that do not provide a Form W-8BEN-E that evidences their compliance with, or exemption from, specified information reporting requirements under the Foreign Account Tax Compliance Act.

 

The estate of a foreign shareholder may be subject to U.S. federal estate tax on shares of the Fund in addition to the federal tax on income referred to above.

 

In order to qualify for any exemptions from withholding described above or for lower withholding tax rates under income tax treaties, or to establish an exemption from backup withholding, a foreign shareholder must comply with special certification and filing requirements relating to its non-U.S. status (including, in general, furnishing the completed applicable IRS Form W-8BEN or substitute form).

 

All foreign investors should consult their own tax advisors regarding the tax consequences in their country of residence of an investment in the Fund.

 

State and Local Taxes

You may also be subject to state and local taxes on distributions on, and sales and redemptions of, your Fund shares. State income taxes may not apply, however, to the portions of the Fund’s distributions, if any, that are attributable to interest on U.S. government securities. You should consult your tax advisor regarding the tax status of distributions in your state and locality.

 

PAYMENTS TO THIRD PARTIES BY THE ADVISER

 

The Adviser may, out of its own resources, and without additional direct cost to the Fund or its shareholders, provide compensation to certain financial intermediaries, such as broker-dealers and financial advisers, in connection with sales of shares of the Fund.  This compensation is generally paid to those intermediaries that provide shareholder servicing, marketing support, broker education, and/or access to sales meetings, sales representatives and management representatives of the intermediary.  Compensation may also be paid to intermediaries for inclusion of the Fund on a sales list, including a preferred or select sales list, or in other sales programs, or as an expense reimbursement in cases where the intermediary provides shareholder services to Fund shareholders. 

 

Please be aware that the Fund may use brokers who sell shares of the Fund to effect portfolio transactions.  The Fund does not consider the sale of Fund shares as a factor when selecting brokers to effect portfolio transactions.  The Fund has adopted procedures which address these matters.  You should note that if one mutual fund sponsor makes greater distribution assistance payments than another, your broker or financial adviser and his or her firm may have an incentive to recommend one fund complex over another. 

16 

 

OTHER INFORMATION

 

Shareholder Rights

 

The Fund’s Amended and Restated Agreement and Declaration of Trust requires shareholders bringing a derivative action on behalf of the Fund to first make a pre-suit demand and also to collectively hold at least 10% of the outstanding shares of the Trust or at least 10% of the outstanding shares of the series or class to which the demand relates and to undertake to reimburse the Trust for the expense of any counsel or advisors used when considering the merits of the demand in the event that the Board of Trustees determines not to bring such action. Following receipt of the demand, the Trustees must be afforded a reasonable amount of time to investigate and consider the demand. In each case, these requirements do not apply to claims arising under the federal securities laws.

 

Duties of Trustees

 

The Fund’s Amended and Restated Agreement and Declaration of Trust provides that the Fund’s Trustees are subject to the same fiduciary duties to which the directors of a Delaware corporation would be subject if (i) the Trust were a Delaware corporation, (ii) the Shareholders were shareholders of such Delaware corporation, and (iii) the Trustees were directors of such Delaware corporation, and that such modified duties are instead of any fiduciary duties to which the Trustees would otherwise be subject.  Without limiting the generality of the foregoing, all actions and omissions of the Trustees are evaluated under the doctrine commonly referred to as the “business judgment rule,” as defined and developed under Delaware law, to the same extent that the same actions or omissions of directors of a Delaware corporation in a substantially similar circumstance would be evaluated under such doctrine.  Notwithstanding the foregoing, the provisions of the Fund’s Amended and Restated Agreement and Declaration of Trust and its By-Laws, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities relating thereto of a Trustee otherwise applicable under the foregoing standard or otherwise existing at law or in equity, replace such other duties and liabilities of such Trustee. In addition, nothing in the Fund’s Agreement and Declaration of Trust modifying, restricting or eliminating the duties or liabilities of Trustees shall apply to, or in any way limit, the duties (including state law fiduciary duties of loyalty and care) or liabilities of such persons with respect to matters arising under the federal securities laws.

 

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN THE FUND'S SAI INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE TRUST OR ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE TRUST OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.

17 

 

FINANCIAL HIGHLIGHTS

 

The financial highlights tables are intended to help you understand the Predecessor Fund's financial performance for the past five years. The financial information presented for each applicable period prior to December 12, 2022 is that of the Predecessor Fund. The Fund is the accounting successor to the Predecessor Fund as a result of the reorganization of the Predecessor Fund into the Fund following the close of business on December 9, 2022. The Fund has adopted the financial statements of the Predecessor Fund. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate of return that an investor would have earned or lost on an investment in the Predecessor Fund (assuming reinvestment of all dividends and distributions). Except for the six months ended June 30, 2022, the information in the table below has been audited by BBD, LLP, the Fund’s prior independent registered public accounting firm whose report, along with the Predecessor Fund’s financial statements, are included in the annual report, which is available upon request.

 

PER SHARE DATA                        
   Six months
ended
June 30, 2022 (unaudited)
   Years ended December 31: 
       2021   2020   2019   2018   2017 
Net Asset Value, Beginning of Year  $52.240   $47.640   $50.700   $43.450   $49.600   $47.600 
                               
Investment operations:                              
Net investment income(1)    0.297    0.595    0.631    0.739    0.619    0.550 
Net realized and unrealized gain (loss) on securities   (5.345)   9.646    (2.156)   7.862    (5.806)   5.091 
Total from investment operations   (5.048)   10.241    (1.525)   8.601    (5.187)   5.641 
                               
Less distributions from:                              
Net investment income   (0.282)   (0.594)   (0.636)   (0.953)   (0.620)   (0.576)
Net capital gains       (5.047)   (0.899)   (0.398)   (0.343)   (3.065)
Total distributions   (0.282)   (5.641)   (1.535)   (1.351)   (0.963)   (3.641)
                               
Net Asset Value, End of Year  $46.910   $52.240   $47.640   $50.700   $43.450   $49.600 
TOTAL RETURN(2)    -9.69%*   21.39%   -2.51%   19.89%   -10.60%   12.07%
                               

RATIOS/ SUPPLEMENTAL DATA

                              
Net assets, end of year (000’s omitted)  $303,578   $380,868   $356,342   $408,961   $370,973   $447,688 
Ratios of expenses to average net assets:                              
Before expense waiver   1.18%**   1.16%   1.17%   1.15%   1.16%   1.16%
After expense waiver   1.07%**   1.07%   1.06%   1.06%   1.07%   1.07%
Ratios of net investment income to average net assets   1.16%**   1.10%   1.46%   1.53%   1.28%   1.11%
Portfolio turnover rate   12.97%*   36.46%   32.79%   11.05%   4.18%   19.38%

 

 

(1)Calculated based on the average amount of shares outstanding during the year.

(2)Past performance is not predictive of future performance. Returns assume reinvestment of all dividends and distributions.

*Not annualized.

**Annualized.

18 

 

INVESTMENT ADVISER

 

Torray LLC

7501 Wisconsin Avenue, Suite 750W 

Bethesda, MD 20814

 

LEGAL COUNSEL

 

Faegre Drinker Biddle & Reath LLP 

One Logan Square, Suite 2000 

Philadelphia, PA 19103

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Cohen & Company, Ltd.

342 North Water Street, Suite 830

Milwaukee, Wisconsin 53202

 

ADMINISTRATOR AND TRANSFER AGENT

 

U.S. Bancorp Fund Services, LLC 

615 East Michigan Street

Milwaukee, WI 53202

 

UNDERWRITER

 

Foreside Funds Distributors LLC

400 Berwyn Park 

899 Cassatt Road 

Berwyn, PA 19312

19 

 

 

HOW TO OBTAIN MORE INFORMATION

 

The Statement of Additional Information (“SAI”) contains additional information about the Fund including a more detailed discussion of its investment policies and the risks associated with various investments. The SAI is incorporated by reference into this prospectus. This means that the SAI is legally a part of the prospectus.

 

Additional information about the Fund’s investments is available in the Fund’s Annual and Semi-Annual Reports to Shareholders. In the Fund’s Annual Report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year.

 

You may obtain a copy of the SAI or Reports to Shareholders by request and without charge by contacting the Fund at 1-800-626-9769, in writing to Torray Fund, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, WI 53201-0701, or on the Fund’s website at https://funds.torray.com/literature.html.

 

You may view and copy information about the Trust and the Fund, including the SAI, by visiting the SEC’s Internet site at www.sec.gov. You may also obtain copies of Fund documents by paying a duplicating fee and sending an electronic request to the following e-mail address: publicinfo@sec.gov.

 

Investment Company Act File No. 811-23011

 

 

 

TORRAY

FUND

 

 

 

PROSPECTUS

 

 

 

December 12, 2022

 

 

 

 

 

 

 

TORRAY FUND

 

Ticker: TORYX

 

A series of The RBB Fund Trust

 

STATEMENT OF ADDITIONAL INFORMATION

 

December 12, 2022

 

This Statement of Additional Information (“SAI”) is not a prospectus. This Statement of Additional Information should be read in conjunction with the Prospectus for the Torray Fund (the “Fund”) dated December 12, 2022. The Fund is a series of The RBB Fund Trust (the “Trust”). A copy of the Prospectus may be obtained by writing Torray Fund, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701, or by telephoning toll free at 1-800-626-9769, or on the Fund’s website at https://funds.torray.com/literature.html. The Fund’s most recent Annual Report is a separate document and includes the Fund’s audited financial statements, which are deemed to be incorporated by reference into this Statement of Additional Information.

 

The Fund is the accounting successor of the Torray Fund (the “Predecessor Fund”), which was organized as a series of The Torray Fund.  The financial statements and financial highlights for the Predecessor Fund (File No. 811-06096) for the fiscal year ended December 31, 2021, which are contained in the Annual Report for that fiscal year are hereby incorporated herein by reference into this SAI. These financial statements have been audited by the Predecessor Fund’s prior independent registered public accounting firm, whose report thereon is incorporated herein by reference. The financial statements and financial highlights for the Predecessor Fund for the fiscal period ended June 30, 2022, which are contained in the Semi-Annual Report for that fiscal period are hereby incorporated herein by reference into this SAI. 

 

 

TABLE OF CONTENTS

 

Page

 

TABLE OF CONTENTS 2
ORGANIZATION OF THE FUND 1
INVESTMENT OBJECTIVES, POLICIES, RISKS AND RESTRICTIONS 1
Investment Objectives 1
Investment Restrictions 4
MANAGEMENT OF THE FUND 5
INVESTMENT ADVISER AND OTHER SERVICE PROVIDERS 13
The Adviser 13
Code of Ethics 15
Other Service Providers 15
BROKERAGE SERVICES 16
REDEMPTION OF SHARES AND DETERMINATION OF NET ASSET VALUE 17
How to Redeem Shares 17
How Net Asset Value is Determined 17
TAXES 18
PROXY VOTING 19
DISCLOSURE OF FUND PORTFOLIO HOLDINGS 19
FINANCIAL STATEMENTS 20

 

 

ORGANIZATION OF THE FUND

 

The RBB Fund Trust, formerly known as the PENN Capital Funds Trust (the “Trust”), is an open-end management investment company organized as a Delaware statutory trust on August 29, 2014. The Declaration of Trust permits the Trust to offer separate series of shares of beneficial interest (each of which is a separate mutual fund) and separate classes of such series. Upon liquidation Fund shareholders are entitled to share pro rata in the net assets of such Fund available for distribution to shareholders. Expenses attributable to any Fund are borne by that Fund.

 

The Trust is authorized to issue an unlimited number of interests (or shares) with no par value. Shares of each series have equal voting rights, and are voted in the aggregate and not by the series except in matters where a separate vote is required by the Investment Company Act of 1940, as amended (the “1940 Act”), or when the matter affects only the interest of a particular Fund. The Trust’s series may hold special meetings of shareholders to elect or remove Trustees (as defined below), change fundamental policies, approve a management contract, or for other purposes. The Trust’s series will mail proxy materials in advance of a shareholder meeting, including a proxy and information about the proposals to be voted on. When matters are submitted to shareholders for a vote, each shareholder is entitled to one vote for each full share owned and fractional votes for fractional shares owned. Fund shares do not have cumulative voting rights or any preemptive or conversion rights. The Trust does not normally hold annual meetings of shareholders.

 

This SAI pertains to the shares representing interests in the Torray Fund (the “Fund”). Torray LLC (the “Adviser”) serves as the investment adviser to the Fund.

 

INVESTMENT OBJECTIVES, POLICIES, RISKS AND RESTRICTIONS

 

Investment Objectives

 

The Fund is a diversified, open-end management investment company. The Fund’s investment objectives are to build investor wealth over extended periods and to minimize shareholder capital gains tax liability by limiting the realization of long- and short-term gains. There is no guarantee that the Fund will achieve these objectives.

 

Equity Securities. Since the Fund purchases equity securities, including common stocks, preferred stocks and securities convertible into common stocks, the Fund is subject to the risks that stock prices both individually and market-wide will fall over short or extended periods of time, and that prices of the equity securities held by the Fund may fluctuate from day -to- day. Historically, the stock markets have moved in cycles. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The stock prices of these companies may suffer a decline in response. These factors contribute to price volatility. Therefore, in order to be successful, investors must accept that, although the stocks of good companies generally rise over long periods, they can trade at virtually any price in the short run.

 

Fixed-Income Securities. The Fund may invest up to 5% of its assets in fixed-income securities consisting of corporate notes, bonds and debentures, which may include convertible notes and bonds. Fixed-income securities are subject to interest rate risk which refers to the risk that the value of the Fund’s fixed -income securities can change in response to changes in prevailing interest rates causing volatility and possible loss of value in response to the movement in interest rates. The Fund is not limited with respect to the investment rating of the fixed -income securities in which it may invest, and it may therefore purchase securities with investment ratings below investment grade. Securities that are rated below investment grade are subject to risks related to the credit quality of the issuer of the security. Such high yield/high risk securities are further subject to the risk that changes in economic conditions could lead to a weakened capacity of the issuers of the securities to make principal and interest payments, which is not necessarily the case with issuers of higher rated securities.

 

U.S. Treasury Securities. The Fund is free to invest in U.S. Treasury Securities of varying maturities. There are usually no brokerage commissions as such paid by the Fund in connection with the purchase of such instruments. The value of such securities can be expected to vary inversely to the changes in prevailing interest rates. Thus, if interest rates have increased from the time a security was purchased, such security, if sold, might be sold at a price less than its cost. Similarly, if interest rates have declined from the time a security was purchased, such security, if sold, might be sold at a price greater than its cost. See “Brokerage Services,” for a discussion of underwriters’ commissions and dealers’ spreads involved in the purchase and sale of such instruments.

 

Cash Investments. The Fund may invest in high-quality, short-term debt securities and money market instruments, including money market funds, certificates of deposit, bankers’ acceptances time deposits, savings association obligations, commercial paper, short-term notes (including discount notes), and other obligations.

 

While the Fund holds cash investments, the Fund may not participate in market advances to the extent it would have if the Fund had been more fully invested. Cash investments are subject to credit risk and interest rate risk, although to a lesser extent than longer-term debt securities, due to cash investments’ short-term, significant liquidity, and typical high credit quality.

1 

 

Generally, money market mutual funds seek to earn income consistent with the preservation of capital and maintenance of liquidity. They primarily invest in high-quality money market obligations, including U.S. government obligations, bank obligations and high-grade corporate instruments. These investments generally mature within 397 calendar days from the date of acquisition. An investment in a money market mutual fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any government agency.

 

To the extent that the Fund invests in money market mutual funds, shareholders will indirectly bear fees and expenses charged by the underlying money market mutual funds in addition to the Fund’s direct fees and expenses. Furthermore, investing in money market mutual funds could affect the timing, amount and character of distributions to shareholders and therefore may increase the amount of taxes payable by shareholders.

 

The investment objectives and policies of the Fund set forth above and, in the Prospectus, may be changed without shareholder approval. Shareholders will be provided with prior written notice of any changes to the Fund’s investment objective.

 

Large Shareholder Purchase and Redemption Risk

 

The Fund may experience adverse effects when certain large shareholders purchase or redeem large amounts of shares of the Fund.  Such large shareholder redemptions may cause the Fund to sell its securities at times when it would not otherwise do so, which may negatively impact the Fund’s NAV and liquidity.  Similarly, large share purchases may adversely affect the Fund’s performance to the extent that the Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would.  In addition, a large redemption could result in the Fund’s current expenses being allocated over a smaller asset base, leading to an increase in the Fund’s expense ratio. However, this risk may be limited to the extent that the Adviser and the Fund have entered into a fee waiver and/or expense reimbursement arrangement.

 

Pandemic Risk

 

Disease outbreaks that affect local economies or the global economy may materially and adversely impact the Fund and/or the Adviser’s business. For example, uncertainties regarding the novel Coronavirus (“COVID-19”) outbreak have resulted in serious economic disruptions across the globe. These types of outbreaks can be expected to cause severe decreases in core business activities such as manufacturing, purchasing, tourism, business conferences and workplace participation, among others. These disruptions lead to instability in the market place, including stock market losses and overall volatility, as has occurred in connection with COVID-19. In the face of such instability, governments may take extreme and unpredictable measures to combat the spread of disease and mitigate the resulting market disruptions and losses. The Adviser has in place business continuity plans reasonably designed to ensure that it maintains normal business operations, and it periodically tests those plans. However, in the event of a pandemic or an outbreak, there can be no assurance that the Adviser or the Fund’s service providers will be able to maintain normal business operations for an extended period of time or will not lose the services of key personnel on a temporary or long-term basis due to illness or other reasons. Although vaccines for COVID-19 are becoming more widely available, the full impacts of a pandemic or disease outbreaks are unknown and the pace of recovery may vary from market to market, resulting in a high degree of uncertainty for potentially extended periods of time.

 

Restricted and Illiquid Investments

 

Pursuant to Rule 22e-4 under the 1940 Act, the Fund may invest up to 15% of its net assets in illiquid investments. An illiquid investment as defined in Rule 22e-4 is an investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions within 7 calendar days or less without the sale or disposition significantly changing the market value of the investment. Illiquid investments include securities that are illiquid by virtue of the absence of a readily available market or legal or contractual restrictions on resale. Illiquid investments may include: repurchase agreements and time deposits with a notice or demand period of more than seven days; interest rate; currency, mortgage and credit default swaps; interest rate caps; floors and municipal leases; certain restricted securities, such as those purchased in a private placement of securities, unless it is determined, based upon a review of the trading markets for a specific restricted security, that such restricted security is liquid; and certain over-the-counter options. Securities that have legal or contractual restrictions on resale but have a readily available market are not considered illiquid for purposes of this limitation. With respect to the Fund, repurchase agreements subject to demand are deemed to have a maturity equal to the notice period.

 

Mutual funds do not typically hold a significant amount of restricted or other illiquid investments because of the potential for delays on resale and uncertainty in valuation. Limitations on resale may have an adverse effect on the marketability of portfolio securities and a mutual fund might be unable to dispose of restricted or other illiquid investments promptly or at reasonable prices and might thereby experience difficulty in satisfying redemptions within seven days. A mutual fund might also have to register such restricted securities in order to dispose of them resulting in additional expense and delay. Adverse market conditions could impede such a public offering of securities. To the extent an investment held by the Fund is deemed to be an illiquid investment or a less liquid investment, the Fund will be exposed to a greater liquidity risk.

2 

 

The Fund may purchase securities which are not registered under the Securities Act of 1933, as amended (the “Securities Act”) but which may be sold to “qualified institutional buyers” in accordance with Rule 144A under the Securities Act (“Restricted Securities”). These securities will not be considered illiquid so long as it is determined by the Adviser that an adequate trading market exists for the securities. This investment practice could have the effect of increasing the level of illiquidity in the Fund during any period that qualified institutional buyers become uninterested in purchasing restricted securities.

 

The Adviser will monitor the liquidity of Restricted Securities held by the Fund under the supervision of the Trust’s Board of Trustees (the “Board”). In reaching liquidity decisions, the Adviser may consider, among others, the following factors: (1) the unregistered nature of the security; (2) the frequency of trades and quotes for the security; (3) the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; (4) dealer undertakings to make a market in the security; and (5) the nature of the security and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers and the mechanics of the transfer).

 

The purchase price and subsequent valuation of Restricted Securities normally reflect a discount from the price at which such securities trade when they are not restricted, since the restriction makes them less liquid. The amount of the discount from the prevailing market price is expected to vary depending upon the type of security, the character of the issuer, the party who will bear the expenses of registering the Restricted Securities and prevailing supply and demand conditions.

 

The Trust has implemented a liquidity risk management program and related procedures to identify illiquid investments pursuant to Rule 22-4. If the limitation on illiquid investments is exceeded, other than by a change in market values, the condition will be reported to the Board and, when required, to the SEC.

 

Cyber Security Risk

 

The Fund and its service providers may be prone to operational and information security risks resulting from breaches in cyber security. A breach in cyber security refers to both intentional and unintentional events that may cause the Fund to lose proprietary information, suffer data corruption, or lose operational capacity. Breaches in cyber security include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cyber-attacks. Cyber security breaches affecting the Fund or the Adviser, custodian, transfer agent, intermediaries and other third-party service providers may adversely impact the Fund. For instance, cyber security breaches may interfere with the processing of shareholder transactions, impact the Fund’s ability to calculate its NAV, cause the release of private shareholder information or confidential business information, impede trading, subject the Fund to regulatory fines or financial losses and/or cause reputational damage. The Fund may also incur additional costs for cyber security risk management purposes. Similar types of cyber security risks are also present for issuers of securities in which the Fund may invest, which could result in material adverse consequences for such issuers and may cause the Fund’s investment in such companies to lose value. While the Fund and its service providers have established IT and data security programs and have in place business continuity plans and other systems designed to prevent losses and mitigate cyber security risk, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified or that cyber-attacks may be highly sophisticated. Furthermore, the Fund has limited ability to prevent or mitigate cyber security incidents affecting third-party service providers, and such third-party service providers may have limited indemnification obligations to the Fund or the Adviser.

 

Temporary Investments 

 

Although the Fund invests primarily in equity securities, for temporary defensive purposes, the Fund may hold cash or invest in a variety of money market instruments and short-term and medium-term debt securities including: (a) obligations of the United States or foreign governments, their respective agencies or instrumentalities; (b) bank deposits and bank obligations (including certificates of deposit, time deposits and bankers’ acceptances) of U.S. or foreign banks denominated in any currency; (c) floating rate securities and other instruments denominated in any currency issued by international development agencies; (d) finance company and corporate commercial paper and other short-term corporate debt obligations of U.S. and foreign corporations; and (e) repurchase agreements with banks and broker-dealers with respect to such securities. If the Fund were to take a temporary defensive position, it may be unable to achieve its investment objective for a period of time.

3 

 

Special Note Regarding Market Events

 

Periods of unusually high financial market volatility and restrictive credit conditions, at times limited to a particular sector or geographic area, have occurred in the past and may be expected to recur in the future. Some countries, including the United States, have adopted or have signaled protectionist trade measures, relaxation of the financial industry regulations that followed the financial crisis, and/or reductions to corporate taxes. The scope of these policy changes is still developing, but the equity and debt markets may react strongly to expectations of change, which could increase volatility, particularly if a resulting policy runs counter to the market’s expectations. The outcome of such changes cannot be foreseen at the present time. In addition, geopolitical and other risks, including environmental and public health risks, may add to instability in the world economy and markets generally. As a result of increasingly interconnected global economies and financial markets, the value and liquidity of the Fund's investments may be negatively affected by events impacting a country or region, regardless of whether the Fund invests in issuers located in or with significant exposure to such country or region.

 

Recent events are impacting the securities markets. An outbreak of respiratory disease caused by a novel coronavirus was first detected in December 2019 and has spread internationally. Governmental authorities and regulators throughout the world, such as the U.S. Federal Reserve, have in the past responded to major economic disruptions with changes to fiscal and monetary policy, including but not limited to, direct capital infusions, new monetary programs, and dramatically lower interest rates. Certain of those policy changes are being implemented or considered in response to the coronavirus outbreak. Such policy changes may adversely affect the value, volatility and liquidity of dividend and interest paying securities.

 

In certain cases, an exchange or market may close or issue trading halts on either specific securities or even the entire market, which may result in the Fund being, among other things, unable to buy or sell certain securities or financial instruments or to accurately price its investments. Although multiple asset classes may be affected by a market disruption, the duration and effects may not be the same for all types of assets. To the extent the Fund may overweight its investments in certain countries, companies, industries or market sectors, such position will increase the Fund’s exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors. These conditions could result in the Fund’s inability to achieve its investment objectives, cause the postponement of reconstitution or rebalance dates for benchmark indices, adversely affect the prices and liquidity of the securities and other instruments in which the Fund invests, negatively impact the Fund’s performance, and cause losses on your investment in the Fund.

 

Portfolio Turnover

 

The frequency of portfolio transactions of the Fund (the portfolio turnover rate) will vary from year to year depending on many factors. An annual portfolio turnover rate of 100% would occur if all the securities in the Fund were replaced once in a period of one year. Higher portfolio turnover rates may result in increased brokerage costs to the Fund and a possible increase in short-term capital gains or losses.

 

For the fiscal years ended December 31, 2021 and December 31, 2020, the Predecessor Fund had portfolio turnover rates of 36.46% and 32.79%, respectively.

 

Investment Restrictions

 

Without a vote of the majority of the outstanding voting securities of the Fund, the Fund will not take any of the following actions:

 

(1)Borrow money in excess of 5% of the value (taken at the lower of cost or current value) of the Fund’s total assets (not including the amount borrowed) at the time the borrowing is made, and then only from banks as a temporary measure to facilitate the meeting of redemption requests (and not for leverage) or for extraordinary or emergency purposes.

 

(2)Pledge, hypothecate, mortgage or otherwise encumber its assets in excess of 10% of the Fund’s total assets (taken at cost), and then only to secure borrowings permitted by Restriction 1 above.

 

(3)Purchase securities on margin, except such short-term credits as may be necessary for the clearance of purchases and sales of securities.

 

(4)Make short sales of securities or maintain a short position for the account of the Fund unless at all times when a short position is open the Fund owns an equal amount of such securities or owns securities which, without payment of any further consideration, are convertible into or exchangeable for securities of the same issue as, and equal in amount to, the securities sold short.

 

(5)Underwrite securities issued by other persons except to the extent that, in connection with the disposition of its portfolio investments, it may be deemed to be an underwriter under federal securities laws.

4 

 

(6)Purchase or sell real estate, although it may invest in securities of issuers which deal in real estate, including securities of real estate investment trusts, and may purchase securities which are secured by interests in real estate.

 

(7)Purchase or sell commodities or commodity contracts, including future contracts.

 

(8)Make loans, except by purchase of debt obligations or by entering into repurchase agreements.

 

(9)Invest in securities of any issuer if, immediately after such investment, more than 5% of the total assets of the Fund (taken at current value) would be invested in the securities of such issuer, except that up to 25% of the Fund’s total assets taken at current value may be invested without regard to such 5% limitation; provided, however, that this limitation does not apply to obligations issued or guaranteed as to interest and principal by the U.S. government or its agencies or instrumentalities.

 

(10)Acquire more than 10% of the voting securities of any issuer.

 

(11)Concentrate more than 25% of the value of its total assets in any one industry.

 

(12)Issue senior securities, except to the extent permitted by the Investment Company Act of 1940, by a SEC exemptive order, or by the SEC.

 

It is contrary to the Fund’s present policy, which may be changed by the Trustees without shareholder approval, to pledge or hypothecate its assets, make any short sales of securities, maintain any short position for the account of the Fund, issue senior securities, or purchase foreign securities which are not publicly traded in the United States. In addition, it is contrary to the Fund’s present policy to:

 

(1)Invest more than 10% of the Fund’s net assets (taken at current value) in securities which at the time of such investment are not readily marketable.

 

(2)Write (sell) or purchase options.

 

(3)Buy or sell oil, gas or other mineral leases, rights or royalty contracts.

 

(4)Make investments for the purpose of gaining control of a company’s management.

 

Except with respect to borrowing and illiquid investments, all percentage limitations on investments set forth herein and in the Prospectus will apply at the time of the making of an investment and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment.

 

The phrase “shareholder approval,” as used in the Prospectus, and the phrase “vote of a majority of the outstanding voting securities,” as used herein, means the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the Fund, or (2) 67% or more of the shares of the Fund present at a meeting if more than 50% of the outstanding shares are represented at the meeting in person or by proxy.

 

MANAGEMENT OF THE FUND

 

The business and affairs of the Trust are managed under the oversight of the Board of Trustees, subject to the laws of the State of Delaware and the Trust’s organizational documents. The Trustees are responsible for deciding matters of overall policy and overseeing the actions of the Trust’s service providers. The officers of the Trust conduct and supervise the Trust’s daily business operations.

 

Trustees who are not deemed to be “interested persons” of the Trust (as defined in the 1940 Act) are referred to as “Independent Trustees.” Trustees who are deemed to be “interested persons” of the Trust are referred to as “Interested Trustees.” The Board is currently composed of seven Independent Trustees and one Interested Trustee. The Board has selected Arnold M. Reichman, an Independent Trustee, to act as Chairman. Mr. Reichman’s duties include presiding at meetings of the Board and interfacing with management to address significant issues that may arise between regularly scheduled Board and Committee meetings. In the performance of his duties, Mr. Reichman will consult with the other Independent Trustees and the Trust’s officers and legal counsel, as appropriate. The Chairman may perform other functions as requested by the Board from time to time.

5 

 

The Board meets as often as necessary to discharge its responsibilities. Currently, the Board conducts regular, in-person meetings at least four times a year, and holds special in-person or telephonic meetings as necessary to address specific issues that require attention prior to the next regularly scheduled meeting. The Board also relies on professionals, such as the Trust’s independent registered public accounting firms and legal counsel, to assist the Trustees in performing their oversight responsibilities.

 

The Board has established seven standing committees — Audit, Contract, Executive, Nominating and Governance, Product Development, Regulatory Oversight, and Valuation Committees. The Board may establish other committees, or nominate one or more Trustees to examine particular issues related to the Board’s oversight responsibilities, from time to time. Each Committee meets periodically to perform its delegated oversight functions and reports its findings and recommendations to the Board. For more information on the Committees, see the section entitled “Standing Committees.”

 

The Board has determined that the Trust’s leadership structure is appropriate because it allows the Board to effectively perform its oversight responsibilities.

 

Trustees and Executive Officers

 

The Trustees and executive officers of the Trust, their ages, business addresses and principal occupations during the past five years are set forth below.

 

Name, Address, and Age  

Position(s) Held with

Trustee

 

Term of Office

and

Length of Time

Served1

 

Principal Occupation(s)

During Past 5 Years 

 

Number of Portfolios in

Fund 

Complex

Overseen by Trustee*

 

Other 

Directorships

Held by Trustee

During Past 5 Years 

INDEPENDENT TRUSTEES

Julian A. Brodsky 

615 East Michigan Street 

Milwaukee, WI 53202 

Age: 89 

  Trustee   June 2021 to present   From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications).   55   AMDOCS Limited (service provider to telecommunications companies).

Gregory P. Chandler 

615 East Michigan Street 

Milwaukee, WI 53202 

Age: 56 

  Trustee   June 2021 to present   Since 2020, Chief Financial Officer, Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services).   55   FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios) (registered investment company).

Lisa A. Dolly 

615 East Michigan Street Milwaukee, WI, 53202 

Age: 56

  Trustee   October 2021 to present   From July 2019-December 2019, Chairman, Pershing LLC (broker dealer, clearing and custody firm); January 2016-June 2019, Chief Executive Officer, Pershing, LLC.   55   Allfunds Group PLC (United Kingdom wealthtech and fund distribution provider); Securities Industry and Financial Markets Association (trade association for broker dealers, investment banks and asset managers); Hightower Advisors (wealth management firm).

6 

 

Nicholas A. Giordano 

615 East Michigan Street 

Milwaukee, WI 53202 

Age: 79 

  Trustee   June 2021 to present   Since 1997, Consultant, financial services organizations.   55  

IntriCon Corporation

 

(biomedical device

 

manufacturer); Wilmington Funds (12 portfolios) (registered investment company).

 

Arnold M. Reichman 

615 East Michigan Street 

Milwaukee, WI 53202 

Age: 74 

 

Chairman

 

Trustee

 

 

June 2021 to present

 

June 2021 to present 

  Retired.   55   EIP Investment Trust (registered investment company).

Brian T. Shea 

615 East Michigan Street 

Milwaukee, WI 53202 

Age: 62

  Trustee   June 2021 to present   From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm); from 1983-2014, Chief Executive Officer and various positions, Pershing LLC (broker dealer, clearing and custody firm).   55  

Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company).

 

Robert A. Straniere 

615 East Michigan Street 

Milwaukee, WI 53202 

Age: 81 

  Trustee   June 2021 to present   Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm).   55   None.
INTERESTED TRUSTEE2

Robert Sablowsky 

615 East Michigan Street 

Milwaukee, WI 53202 

Age: 84 

 

Vice Chairman

 

Trustee

 

 

June 2021 to present

 

June 2021 to present

 

  Since 2002, Senior Director — Investments and prior thereto Executive Vice President, of Oppenheimer & Co., Inc. (a registered broker-dealer).   55   None.
OFFICERS

Steven Plump 

615 East Michigan Street 

Milwaukee, WI 53202 

Age: 63 

  President

 

August 2022 to present

 

  From 2011 to 2021, Executive Vice President, PIMCO LLC.   N/A   N/A

7 

 

Salvatore Faia, JD, 

CPA, CFE 

Vigilant Compliance, LLC 

Gateway Corporate 

Center, Suite 216 

223 Wilmington West 

Chester Pike 

Chadds Ford, PA 19317 

Age: 60 

  Chief Compliance Officer   June 2021 to present   Since 2004, President, Vigilant Compliance, LLC (investment management services company); since 2005, Independent Trustee of EIP Investment Trust (registered investment company); Since 2021, Chief Compliance Officer of The RBB Fund Trust; from 2009 to 2022, President of The RBB Fund, Inc.; from 2021 to 2022, President of The RBB Fund Trust.   N/A   N/A

James G. Shaw 

615 East Michigan Street 

Milwaukee, WI 53202 

Age: 62 

 

Chief Financial Officer 

and 

Secretary

 

Chief Operating Officer

 

 

June 2021 to present

 

 

 

 

August 2022 to present

 

  Chief Financial Officer  and Secretary of The RBB Fund, Inc. (since 2016) and The RBB Fund Trust (since 2021); from 2005 to 2016, Assistant Treasurer of The RBB Fund, Inc.; from 1995 to 2016, Senior Director and Vice President of BNY Mellon Investment Servicing (US) Inc. (financial services company).   N/A   N/A

Craig A. Urciuoli 

615 East Michigan Street

Milwaukee, WI 53202

Age: 48

 

  Director of Marketing & Business Development   June 2021 to present   Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and The RBB Fund Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC (investment advisory).   N/A   N/A

Jennifer Witt 

615 East Michigan Street 

Milwaukee, WI 53202 

Age: 40 

  Assistant Treasurer   June 2021 to present   Since 2020, Vice President, U.S. Bank Global Fund Services (fund administrative services firm); from 2016 to 2020, Assistant Vice President, U.S. Bank Global Fund Services;  from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company).   N/A   N/A

Edward Paz 

615 East Michigan Street 

Milwaukee, WI 53202 

Age: 51 

 

Assistant Secretary

 

  June 2021 to present  

Since 2007, Vice President and Counsel, U.S. Bank Global Fund Services (fund administrative services firm). 

  N/A   N/A

8 

 

Michael P. Malloy 

One Logan Square 

Ste. 2000 

Philadelphia, PA 19103 

Age: 63 

 

Assistant 

Secretary

 

  June 2021 to present   Since 1993, Partner, Faegre Drinker Biddle & Reath LLP (law firm).   N/A   N/A

Jillian L. Bosmann 

One Logan Square 

Ste. 2000 

Philadelphia, PA 

19103 

Age: 43 

  Assistant Secretary   June 2021 to present   Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm).   N/A   N/A

 

*Each Trustee oversees 55 portfolios of the fund complex, consisting of the series in the Trust (7 portfolios) and in The RBB Fund, Inc. (48 portfolios).

1.Subject to the Trust’s Retirement Policy, each Trustee may continue to serve as a Trustee until the last day of the calendar year in which the applicable Trustee attains age 75 or until his or her successor is elected and qualified or his or her death, resignation or removal. The Board reserves the right to waive the requirements of the Policy with respect to an individual Trustee. The Board has approved waivers of the policy with respect to Messrs. Brodsky, Giordano, Sablowsky and Straniere. Each officer holds office at the pleasure of the Board until the next special meeting of the Trustee or until his or her successor is duly elected and qualified, or until he or she dies, resigns or is removed.

2.Mr. Sablowsky is considered an “interested person” of the Trust as that term is defined in the 1940 Act and is referred to as an “Interested Trustee.” Mr. Sablowsky is considered an “Interested Trustee” of the Trust by virtue of his position as a senior officer of Oppenheimer & Co., Inc., a registered broker-dealer.

 

Trustee Experience, Qualifications, Attributes and/or Skills

 

The information above includes each Trustee’s principal occupations during the last five years.  Each Trustee possesses extensive additional experience, skills and attributes relevant to his or her qualifications to serve as a Trustee.  The cumulative background of each Trustee led to the conclusion that each Trustee should serve as a Trustee of the Trust. Mr. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. Mr. Chandler has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the investment technology consulting/services and investment banking/brokerage industries, and also serves on various boards. Ms. Dolly has over three decades of experience in the financial services industry, and she has demonstrated her leadership and management abilities by serving in numerous senior executive-level positions. Mr. Giordano has years of experience as a consultant to financial services organizations and also serves on the boards of other registered investment companies. Mr. Reichman brings decades of investment management experience to the Board, in addition to senior executive-level management experience. Mr. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. Mr. Shea has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the brokerage, clearing and investment services industry, including service on the boards of industry regulatory organizations and a university. Mr. Straniere has been a practicing attorney for over 30 years and has served on the boards of an asset management company and another registered investment company.

 

Standing Committees

 

The responsibilities of each Committee of the Board and its members are described below.

 

Audit Committee. The Board has an Audit Committee comprised of three Independent Trustees. The current members of the Audit Committee are Messrs. Brodsky, Chandler and Giordano. The Audit Committee, among other things, reviews results of the annual audit and approves the firm(s) to serve as independent auditors. The Audit Committee convened three times during the fiscal year ended August 31, 2022.

 

Contract Committee. The Board has a Contract Committee comprised of the Interested Trustee and four Independent Trustees. The current members of the Contract Committee are Ms. Dolly and Messrs. Brodsky, Chandler, Sablowsky and Straniere. The Contract Committee reviews and makes recommendations to the Board regarding the approval and continuation of agreements and plans of the Trust. The Contract Committee convened five times during the fiscal year ended August 31, 2022.

 

Executive Committee. The Board has an Executive Committee comprised of the Interested Trustee and three Independent Trustees. The current members of the Executive Committee are Messrs. Chandler, Giordano, Reichman and Sablowsky. The Executive Committee may generally carry on and manage the business of the Trust when the Board is not in session. The Executive Committee did not meet during the fiscal year ended August 31, 2022.

9 

 

Nominating and Governance Committee. The Board has a Nominating and Governance Committee comprised of three Independent Trustees. The current members of the Nominating and Governance Committee are Messrs. Brodsky, Giordano and Reichman. The Nominating and Governance Committee recommends to the Board all persons to be nominated as Trustees of RBB. The Nominating and Governance Committee will consider nominees recommended by shareholders. Recommendations should be submitted to the Committee care of the Trust’s Secretary. The Nominating and Governance Committee convened two times during the fiscal year ended August 31, 2022.

 

Product Development Committee. The Board has a Product Development Committee comprised of the Interested Trustee and three Independent Trustees. The current members of the Product Development Committee are Messrs. Chandler, Reichman, Sablowsky and Shea. The Product Development Committee oversees the process regarding the addition of new investment advisers and investment products to the Trust. The Product Development Committee met five times during the fiscal year ended August 31, 2022.

 

Regulatory Oversight Committee. The Board has a Regulatory Oversight Committee comprised of the Interested Trustee and four Independent Trustees. The current members of the Regulatory Oversight Committee are Ms. Dolly and Messrs. Reichman, Sablowsky, Shea and Straniere. The Regulatory Oversight Committee monitors regulatory developments in the mutual fund industry and focuses on various regulatory aspects of the operation of the Trust. The Regulatory Oversight Committee met four times during the fiscal year August 31, 2022.

 

Valuation Committee. The Board has a Valuation Committee comprised of the Interested Trustee and two officers of the Trust. The members of the Valuation Committee are Messrs. Faia, Sablowsky and Shaw. The Valuation Committee is responsible for reviewing fair value determinations. The Valuation Committee met four times during the fiscal year ended August 31, 2022.

 

Risk Oversight

 

The Board performs its risk oversight function for the Trust through a combination of (1) direct oversight by the Board as a whole and Board committees and (2) indirect oversight through the Trust’s investment advisers and other service providers, Trust officers and the Trust’s Chief Compliance Officer (“CCO”).  The Trust is subject to a number of risks, including but not limited to investment risk, compliance risk, operational risk, reputational risk, credit risk and counterparty risk.  Day-to-day risk management with respect to the Trust is the responsibility of the Trust’s investment advisers or other service providers (depending on the nature of the risk) that carry out the Trust’s investment management and business affairs.  Each of the investment advisers and the other service providers have their own independent interest in risk management and their policies and methods of risk management will depend on their functions and business models and may differ from the Trust’s and each other’s in the setting of priorities, the resources available or the effectiveness of relevant controls.

 

The Board provides risk oversight by receiving and reviewing on a regular basis reports from the Trust’s investment advisers or other service providers, receiving and approving compliance policies and procedures, periodic meetings with the Trust’s portfolio managers to review investment policies, strategies and risks, and meeting regularly with the Trust’s CCO to discuss compliance reports, findings and issues.  The Board also relies on the Trust’s investment advisers and other service providers, with respect to the day-to-day activities of the Trust, to create and maintain procedures and controls to minimize risk and the likelihood of adverse effects on the Trust’s business and reputation.  

 

Board oversight of risk management is also provided by various Board Committees.  For example, the Audit Committee meets with the Trust’s independent registered public accounting firms to ensure that the Trust’s respective audit scopes include risk-based considerations as to the Trust’s financial position and operations.

 

The Board may, at any time and in its discretion, change the manner in which it conducts risk oversight.  The Board’s oversight role does not make the Board a guarantor of the Trust’s investments or activities.

10 

 

Trustee Ownership of Shares of the Trust

 

The following table sets forth the dollar range of equity securities beneficially owned by each Trustee in the Fund and in all of the portfolios of the Trust (which for each Trustee comprise all registered investment companies within the Trust’s family of investment companies overseen by him or her), as of December 31, 2021, including the amounts through the deferred compensation plan:

 

Name of Trustee

Dollar Range of 

Equity Securities in the  

Fund(1) 

Aggregate Dollar Range of 

Equity Securities in All 

Registered Investment Companies 

Overseen by Trustee within the 

Family of Investment Companies 

  INDEPENDENT TRUSTEES  
Julian A. Brodsky None Over $100,000
Gregory P. Chandler None Over $100,000
Lisa A. Dolly(2) None None
Nicholas A. Giordano None $10,001-$50,000
Arnold M. Reichman None Over $100,000
Brian T. Shea None $10,001-$50,000
Robert A. Straniere None $10,001-$50,000
  INTERESTED TRUSTEE  
Robert Sablowsky None Over $100,000

 

 

(1)The Fund had not commenced operations prior to the date of this SAI.

(2)Ms. Dolly began serving as Trustee effective October 1, 2021.

 

As of December 31, 2021, the Independent Trustees and their respective immediate family members (spouse or dependent children) did not own beneficially or of record any securities of the Trust’s investment advisers or distributor, or of any person directly or indirectly controlling, controlled by, or under common control with the investment advisers or distributor.

 

Trustees’ and Officers’ Compensation

 

Effective January 1, 2023, the Trust and The RBB Fund, Inc., based on an allocation formula, pay each Trustee a retainer at the rate of $150,000 annually, $13,500 for each regular meeting of the Board, $5,000 for each Regulatory Oversight Committee meeting attended in-person, $4,000 for each other committee (excluding the Regulatory Oversight Committee) meeting attended in-person, and $2,000 for each committee meeting attended telephonically or special meeting of the Board attended in-person or telephonically. The Chairman of the Audit Committee and Chairman of the Regulatory Oversight Committee each receives an additional fee of $20,000 for his services. The Chairman of the Contract Committee and the Chairman of the Nominating and Governance Committee each receives an additional fee of $10,000 per year for his services. The Vice Chairman of the Board receives an additional fee of $35,000 per year for his services in this capacity and the Chairman of the Board receives an additional fee of $75,000 per year for his services in this capacity.

 

From January 1, 2022 through December 31, 2022, the Trust and The RBB Fund, Inc., based on an allocation formula, paid each Trustee a retainer at the rate of $125,000 annually, $13,500 for each regular meeting of the Board, $3,500 for each committee meeting attended in-person, and $2,000 for each committee meeting attended telephonically or special meeting of the Board attended in-person or telephonically. The Chairman of the Audit Committee and Chairman of the Regulatory Oversight Committee each received an additional fee of $20,000 for his services. The Chairman of the Contract Committee and the Chairman of the Nominating and Governance Committee each received an additional fee of $10,000 per year for his services. The Vice Chairman of the Board received an additional fee of $35,000 per year for his services in this capacity and the Chairman of the Board received an additional fee of $75,000 per year for his services in this capacity.

 

Trustees are reimbursed for any reasonable out-of-pocket expenses incurred in attending meetings of the Board or any committee thereof. An employee of Vigilant Compliance, LLC serves as CCO of the Trust and served as President of the Trust until August 2022. Vigilant Compliance, LLC is compensated for the services provided to the Trust, and such compensation is determined by the Board. For the fiscal year ended August 31, 2022, Vigilant Compliance LLC received $758,511 in aggregate from all series of the Trust and RBB Fund, Inc. for its services. Employees of the Trust serve as President, Chief Financial Officer, Chief Operating Officer, Secretary, and Director of Marketing & Business Development and are compensated for services provided. For the fiscal year ended August 31, 2022, each of the following members of the Board and the President, Chief Financial Officer, Chief Operating Officer, Secretary, and Director of Marketing & Business Development received compensation from the Trust and The RBB Fund, Inc. in the following amounts:

11 

 

Name of Trustee/Officer Aggregated
Compensation
from the
Fund(1)
Pension or
Retirement
Benefits
Accrued as Part
of Fund
Expenses

Total

Compensation

From Fund

Complex Paid to
Trustees
or Officers

Independent Trustees:      
Julian A. Brodsky, Trustee $0  N/A $198,000
J. Richard Carnall, Trustee(2) $0  N/A $0
Gregory P. Chandler, Trustee $0  N/A $232,500
Lisa A. Dolly, Trustee(3) $0 N/A $182,000
Nicholas A. Giordano, Trustee $0  N/A $210,000
Arnold M. Reichman, Trustee and Chairman $0  N/A $282,000
Brian T. Shea, Trustee $0  N/A $182,500
Robert A. Straniere, Trustee $0  N/A $203,500
Interested Trustee:      
Robert Sablowsky, Trustee $0  N/A $262,500
Officers:      
Steven Plump, President(4) $0  N/A $20,000
James G. Shaw, Chief Financial Officer, Chief Operating Officer, and Secretary $0  N/A $315,500
Craig Urciuoli, Director of Marketing & Business Development $0 N/A $262,032

(1)The Fund had not commenced operations prior to the date of this SAI. No trustee or officer fees will be charged to the Fund during its first fiscal year of operations.
(2)Mr. Carnall retired from his role as a Trustee effective October 1, 2021.
(3)Ms. Dolly was appointed as a Trustee effective October 1, 2021.
(4)Mr. Plump began serving as President on August 4, 2022.

 

Each compensated Trustee is entitled to participate in the Trust’s deferred compensation plan (the “DC Plan”). Under the DC Plan, a compensated Trustee may elect to defer all or a portion of his or her compensation and have the deferred compensation treated as if it had been invested by the Trust in shares of one or more of the portfolios of the Trust. The amount paid to the Trustees under the DC Plan will be determined based upon the performance of such investments.

 

Trustee Emeritus Program

 

The Board has created a position of Trustee Emeritus, whereby an incumbent Trustee who has attained at least the age of 75 and completed a minimum of fifteen years of service as a Trustee or as a director of The RBB Fund, Inc., may, in the sole discretion of the Nominating and Governance Committee of the Trust (“Committee”), be recommended to the full Board to serve as Trustee Emeritus.

12 

 

A Trustee Emeritus that has been approved as such receives an annual fee in an amount equal to up to 50% of the annual base compensation paid to a Trustee. Compensation will be determined annually by the Committee and the Board with respect to each Trustee Emeritus. In addition, a Trustee Emeritus will be reimbursed for any expenses incurred in connection with their service, including expenses of travel and lodging incurred in attendance at Board meetings. A Trustee Emeritus will continue to receive relevant materials concerning the Fund and will be available to consult with the Trustees at reasonable times as requested. However, a Trustee Emeritus does not have any voting rights at Board meetings and is not subject to election by shareholders of the Fund.

 

A Trustee Emeritus will be permitted to serve in such capacity from year to year at the pleasure of the Committee and the Board for up to three years. Effective October 1, 2021, J. Richard Carnall serves as a Trustee Emeritus of the Trust.

 

For the fiscal year ended August 31, 2022, J. Richard Carnall received compensation for his role as a Trustee Emeritus in the following amounts:

 

Aggregate Compensation from the Fund(1) Pension or Retirement Benefits Accrued as Part of Fund Expenses Total Compensation From Fund Complex
$0 N/A $62,500

 

(1)The Fund had not commenced operations prior to the date of this SAI. No trustee emeritus fees will be charged to the Fund during its first fiscal year of operations.

 

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

 


As the Fund is a newly created mutual fund that was organized to acquire the assets and liabilities of the Predecessor Fund in exchange for shares of the Fund, the information provided below is for the Predecessor Fund. As of November 30, 2022, the entities listed below were owners of record of approximately 5% or more of the total outstanding shares of the Predecessor Fund. Any shareholder that beneficially owns 25% or more of the outstanding shares of the Fund may be presumed to “control” (as that term is defined in the 1940 Act) the Fund. Shareholders controlling the Fund could have the ability to vote a majority of the shares of the Fund on any matter requiring approval of the shareholders of the Fund.

 

Shareholder # of Shares % of Fund

Charles Schwab & Co. Inc.
FBO Schwab Customers
San Francisco, CA 94105-1905 

631,894 9.29%
JP Morgan Securities LLC
Brooklyn, NY 11201-3873
500,230 7.36%
National Financial Services LLC
Jersey City, NJ 07310-1995
477,925 7.03%

 

As of November 30, 2022, the Trustees and Officers as a group owned less than 1% of the outstanding shares of the Predecessor Fund.

 

INVESTMENT ADVISER AND OTHER SERVICE PROVIDERS

 

The Adviser

 

Torray LLC is a Maryland limited liability company organized in 2005, and is located at 7501 Wisconsin Ave., Suite 750W, Bethesda, Maryland 20814. The Adviser is controlled by Shawn M. Hendon, Suzanne E. Kellogg, William M. Lane, and Jeffrey D. Lent. The Adviser registered as an investment adviser with the SEC.

 

Advisory Agreement with the Adviser.  The Adviser renders advisory services to the Fund pursuant to an Investment Advisory Agreement (“Advisory Agreement”).

 

Subject to the supervision of the Board, the Adviser will provide for the overall management of the Fund including (i) the provision of a continuous investment program for the Fund, including investment research and management with respect to all securities, investments, cash and cash equivalents, (ii) the determination from time to time of what securities and other investments will be purchased, retained or sold by the Fund, and (iii) the placement from time to time of orders for all purchases and sales of securities and other investments made for the Fund.  The Adviser will provide the services rendered by it in accordance with the Fund’s investment objective, restrictions and policies as stated in the Prospectus and in this SAI.  The Adviser will not be liable for any error of judgment, mistake of law, or for any loss suffered by the Fund in connection with the performance of the Advisory Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties, or from reckless disregard of its obligations and duties under the Advisory Agreement.

13 

 

For its services to the Fund, the Adviser is entitled to an advisory fee computed daily and payable monthly at the annual rate of 0.85% of the Fund’s average daily net assets.  Pursuant to an Expense Limitation and Reimbursement Agreement between the Adviser and the Trust, on behalf of the Fund (the “Agreement”), the Adviser has contractually agreed to waive all or a portion of its advisory fee and/or reimburse expenses in an aggregate amount equal to the amount by which the Total Annual Fund Operating Expenses (excluding certain items discussed below) for the Fund exceed 0.95% of the average daily net assets attributable to the Fund (the “Expense Cap”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause net Total Annual Fund Operating Expenses to exceed 0.95%: acquired fund fees and expenses (“AFFE”), taxes, interest expense, dividends on securities sold short and extraordinary expenses. This contractual limitation is in effect until December 31, 2023, and may not be terminated without the approval of the Board. If at any time the Fund’s Total Annual Fund Operating Expenses (not including AFFE, short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes) for a year are less than 0.95% or the expense cap then in effect, whichever is less, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided it is able to effect such recoupment without causing the Fund’s expense ratio (after recoupment) to exceed (i) the expense limit in effect at the time of the waiver or recoupment and (ii) the current expense limit in effect at the time of recoupment.

 

General expenses of the Trust not readily identifiable as belonging to a portfolio of the Trust are allocated among all investment portfolios by or under the direction of the Board in such manner as it deems to be fair and equitable. Expenses borne by the Fund include, but are not limited to the following (or the Fund’s share of the following): (a) the cost (including brokerage commissions) of securities and other investments, including futures contracts, forward contracts, swaps, and options, purchased or sold by the Fund and any losses incurred in connection therewith; (b) fees payable to and expenses incurred on behalf of the Fund by the Adviser; (c) filing fees and expenses relating to the registration and qualification of the Trust and the Fund’s shares under federal and/or state securities laws and maintaining such registrations and qualifications; (d) fees and salaries payable to the Trust’s Trustees and officers; (e) taxes (including any income or franchise taxes) and governmental fees; (f) costs of any liability and other insurance or fidelity bonds; (g) any costs, expenses or losses arising out of a liability of or claim for damages or other relief asserted against the Trust or the Fund for violation of any law; (h) legal, accounting and auditing expenses, including legal fees of special counsel for the independent Trustees; (i) charges of custodians and other agents; (j) expenses of setting in type and printing prospectuses, statements of additional information and supplements thereto for existing shareholders, reports, statements, and confirmations to shareholders and proxy material that are not attributable to a class; (k) costs of mailing prospectuses, statements of additional information and supplements thereto to existing shareholders, as well as reports to shareholders and proxy materials that are not attributable to a class; (1) any extraordinary expenses; (m) fees, voluntary assessments and other expenses incurred in connection with membership in investment company organizations; (n) costs of mailing and tabulating proxies and costs of shareholders’ and Trustees’ meetings; (o) costs of independent pricing services to value the Fund’s securities; and (p) the costs of investment company literature and other publications provided by the Trust to its Trustees and officers. Distribution expenses, transfer agency expenses, expenses of preparation, printing and mailing prospectuses, statements of additional information, proxy statements and reports to shareholders, and organizational expenses and registration fees, identified as belonging to a particular class of the Trust, are allocated to such class.  

 

The Advisory Agreement provides that the Adviser shall at all times have all rights in and to the Fund’s name and all investment models used by or on behalf of the Fund.  The Adviser may use the Fund’s name or any portion thereof in connection with any other mutual fund or business activity without the consent of any shareholder, and the Trust has agreed to execute and deliver any and all documents required to indicate its consent to such use.

 

The table below sets forth the management fees paid by the Predecessor Fund for the fiscal years ended December 31:

 

Torray Fund 2021 2020 2019
Management Fees Accrued $3,856,752 $3,372,231 $4,003,907
Management Fees Waived $(358,941) $(356,724) $(359,841)
Total Management Fees Paid to Adviser $3,497,811 $3,015,507 $3,644,066

 

Shawn M. Hendon and Jeffrey D. Lent are co-managers of the Fund. The following table lists the number and types of other accounts managed by each individual and assets under management in those accounts as of September 30, 2022: 

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Portfolio Manager* 

Other Registered Investment Company

Accounts

Assets Managed 

($ millions) 

Other Pooled Investment Vehicle

 Accounts

Assets Managed 

($ millions) 

Other Accounts 

Assets Managed 

($ millions) 

Shawn M. Hendon 0 $0 0 $0 2 $3 million
Jeffrey D. Lent 0 $0 0 $0 390 $243 million

 

*If an account has a co-portfolio manager, the total number of accounts and assets have been allocated to each respective manager. Therefore, some accounts and assets have been counted twice.

 

As indicated in the table above, portfolio managers at the Adviser may manage accounts for multiple clients. The portfolio managers may manage other registered investment companies, and separate accounts (i.e., accounts managed on behalf of individuals). Portfolio managers at the Adviser make investment decisions for each account based on the investment objectives and policies and other relevant investment considerations applicable to that portfolio. Because a portfolio manager’s compensation is affected by revenues earned by the Adviser, the incentives associated with any given account may be higher or lower than those associated with other accounts. The Adviser has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, which it believes address the conflicts associated with managing multiple accounts for multiple clients. The Adviser monitors a variety of areas, including compliance with account investment guidelines, the allocation of initial public offerings and other similar investment opportunities, and compliance with the Adviser’s Code of Ethics.

 

The compensation of each of the Fund’s portfolio managers consists of a fixed annual salary, plus additional remuneration based on the firm-wide results of the Adviser for the given time period.

 

The dollar range of equity securities of the Predecessor Fund beneficially owned by the portfolio managers as of September 30, 2022, is as follows:

 

Portfolio Manager 

Dollar Range of Equity Securities of the

Predecessor Fund Beneficially Owned 

Shawn M. Hendon Over $1,000,000
Jeffrey D. Lent $500,001 – $1,000,000

 

Code of Ethics

 

The Trust and the Adviser have each adopted a code of ethics under Rule 17j-1 of the 1940 Act that permits personnel subject to the codes to invest in securities, including securities that may be purchased or held by the Trust, subject to certain restrictions.

 

Other Service Providers

 

Pursuant to an administration agreement (the “Administration Agreement”) between the Trust and U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”), 615 East Michigan Street, Milwaukee, Wisconsin, 53202 (the “Administrator”), the Administrator acts as the Fund’s administrator. The Administrator provides certain administrative services to the Fund, including, among other responsibilities, preparation for signature by an officer of the Trust of all documents required to be filed for compliance by the Trust and the Fund with applicable laws and regulations; arranging for the computation of performance data, including NAV and yield; responding to shareholder inquiries; and arranging for the maintenance of books and records of the Fund, and providing, at its own expense, office facilities, equipment and personnel necessary to carry out its duties. In this capacity, the Administrator does not have any responsibility or authority for the management of the Fund, the determination of investment policies, or for any matter pertaining to the distribution of Fund shares. Pursuant to the Administration Agreement, for its services, the Administrator receives from the Fund a fee computed daily and payable monthly based on the Fund’s average net assets, subject to an annual minimum fee.

 

Fund Services also acts as Fund Accountant, Transfer Agent and dividend disbursing agent under separate agreements with the Trust.

 

The Predecessor Fund paid the following in fund administration and fund accounting fees to Fund Services during the fiscal years ended December 31:

 

  2021 2020 2019
Torray Fund $189,544 $176,772 $177,790

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Pursuant to a custody agreement between the Trust and the Fund, U.S. Bank, N.A., an affiliate of Fund Services, serves as the custodian of the Fund’s assets. For its services, the Custodian receives a monthly fee based on a percentage of the Fund’s assets, in addition to certain transaction-based fees. The Custodian’s address is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin, 53212. The Custodian does not participate in decisions relating to the purchase and sale of securities by the Fund. U.S. Bank, N.A. and its affiliates may participate in revenue sharing arrangements with service providers of mutual funds in which the Fund may invest.

 

Independent Registered Public Accounting Firm. The Fund’s independent registered public accounting firm is Cohen & Company, Ltd. Cohen & Company, Ltd. audits the annual financial statements of the Fund and provides the Fund with an audit opinion. Cohen & Company, Ltd. also provides certain related tax services to the Fund.

 

Underwriter. Foreside Funds Distributors LLC, (the “Underwriter”), located at 400 Berwyn Park, 899 Cassatt Road, Berwyn, PA 19312, serves as the principal underwriter of the Fund’s shares. The Underwriter acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares. The Underwriter has no obligation to sell any specific quantity of Fund shares. The Underwriter and its officers have no role in determining the Fund’s investment policies or which securities are to be purchased or sold by the Fund.

 

The Underwriter may enter into agreements with selected broker-dealers, banks or other financial intermediaries for distribution of shares of the Fund. With respect to certain financial intermediaries and related fund "supermarket" platform arrangements, the Fund and/or the Adviser, rather than the Underwriter, typically enters into such agreements. These financial intermediaries may charge a fee for their services and may receive shareholder service or other fees from parties other than the Underwriter. These financial intermediaries may otherwise act as processing agents and are responsible for promptly transmitting purchase, redemption and other requests to the Fund.

 

Fund Counsel. The law firm of Faegre Drinker Biddle & Reath LLP, One Logan Square, Suite 2000, Philadelphia, Pennsylvania 19103, serves as independent counsel to the Trust and the Independent Trustees.

 

DISTRIBUTIONS

 

Distributions from Net Investment Income. The Fund pays out substantially all of its net investment income (i.e., dividends, interest it receives from its investments and short-term gains). It is the present policy of the Fund to declare and pay distributions from net investment income quarterly.

 

Distributions of Capital Gains. The Fund’s policy is to distribute annually substantially all of the net realized capital gain, if any, after giving effect to any available capital loss carryover. Net realized capital gain is the excess of net realized long-term capital gain over net realized short-term capital loss.

 

BROKERAGE SERVICES

 

Transactions on stock exchanges and other agency transactions involve the payment by the Fund of negotiated brokerage commissions. Such commissions vary among different brokers. Also, a particular broker may charge different commissions according to such factors as the difficulty and size of the transaction. There is generally no stated commission in the case of securities traded in the over-the-counter markets but the price paid by the Fund usually includes a dealer commission or mark-up. It is anticipated that most purchases and sales of short-term portfolio securities will be with the issuer or with major dealers in money market instruments acting as principals. In underwritten offerings, the price paid includes a disclosed, fixed commission or discount retained by the underwriter or dealer.

 

When the Adviser places orders for the purchase and sale of portfolio securities for the Fund and buys and sells securities for the Fund, it is anticipated that such transactions will be effected through a number of brokers and dealers. In so doing, the Adviser intends to use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent that it may be permitted to pay higher brokerage commissions as described below. In seeking the most favorable price and execution, the Adviser considers all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker/ dealer involved and the quality of service rendered by the broker/dealer in other transactions.

 

It has for many years been a common practice in the investment advisory business for advisors of investment companies and other institutional investors to receive research, statistical and quotation services from brokers which execute portfolio transactions for the clients of such advisors. Consistent with this practice, the Adviser may receive research, statistical and quotation services from brokers with which the Fund’s portfolio transactions are placed. These services, which in some instances could also be purchased for cash, include such matters as general economic and security market reviews, industry and company reviews, evaluations of securities and recommendations as to the purchase and sale of securities. Some of these services may be of value to the Adviser in advising various clients (including the Fund), although not all of these services are necessarily useful and of value in managing the Fund. The fees paid to the Adviser are not reduced because it receives such services.

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As permitted by Section 28(e) of the Securities Exchange Act of 1934 and the Advisory Agreement, the Adviser may cause the Fund to pay a broker which provides “brokerage and research services” (as defined in the Act) to the Adviser an amount of disclosed commission for effecting a securities transaction for the Fund in excess of the commission which another broker would have charged for effecting that transaction. The authority of the Adviser to cause the Fund to pay any such greater commissions is subject to such policies as the Trustees may adopt from time to time.

 

Under the 1940 Act, persons affiliated with the Fund are prohibited from dealing with the Fund as a principal in the purchase and sale of securities.

 

The following table sets forth the amount of brokerage commissions paid by the Predecessor Fund during its fiscal years ended December 31:

 

2021 2020 2019
$85,180 $115,330 $83,923

 

REDEMPTION OF SHARES AND DETERMINATION OF NET ASSET VALUE

 

How to Redeem Shares

 

The procedures for redemption of Fund shares are summarized in the Prospectus section entitled “ More Information about Purchasing and Redeeming Shares - How to Redeem Shares.” Redemption requests must be in good order, as defined in the Prospectus. Upon receipt of a redemption request in good order, the shareholder will receive proceeds equal to the net asset value of the redeemed shares next determined after the redemption request has been received. The Fund will accept redemption requests only on days the New York Stock Exchange (“NYSE”) is open. Proceeds will normally be forwarded on the next day on which the NYSE is open; however, the Fund reserves the right to take up to seven days to make payment if, in the judgment of the Adviser, the Fund could be adversely affected by immediate payment. The proceeds of redemption may be more or less than the shareholder’s investment and thus may involve a capital gain or loss for tax purposes. If the shares to be redeemed represent an investment made by check or electronic funds transfer through the ACH network, the Fund reserves the right not to forward the proceeds of the redemption until the payment for purchase has been collected.

 

The Fund may suspend the right of redemption and may postpone payment only when the NYSE is closed for other than customary weekends and holidays, or if permitted by the rules of the SEC during periods when trading on the NYSE is restricted or during any emergency which makes it impracticable for the Fund to dispose of its securities or to determine fairly the value of its net assets, or during any other period permitted by order of the SEC.

 

The Fund reserves the right to redeem shares and mail the proceeds to the shareholder if at any time the net asset value of the shares in the shareholder’s account in the Fund falls below a specified level, currently set at $2,000. Shareholders will be notified and will have 30 days to bring the account up to the required level before any redemption action will be taken by the Fund. The Fund also reserves the right to redeem shares in a shareholder’s account in excess of an amount set from time to time by the Trustees. No such limit is presently in effect, but such a limit could be established at any time and could be applicable to existing as well as future shareholders.

 

How Net Asset Value is Determined

 

In accordance with procedures adopted by the Board, the NAV per share of the Fund is calculated by determining the value of the net assets attributed to the Fund and dividing by the number of outstanding shares of the Fund. All securities are valued on each Business Day as of the close of regular trading on the NYSE (normally, but not always, 4:00 p.m. Eastern Time) or such other time as the NYSE or National Association of Securities Dealers Automated Quotations System (“NASDAQ”) market may officially close. The term “Business Day” means any day the NYSE is open for trading, which is Monday through Friday except for holidays. The NYSE is generally closed on the following holidays: New Year’s Day (observed), Martin Luther King, Jr. Day, Washington’s Birthday (observed), Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

17 

 

The time at which transactions and shares are priced and the time by which orders must be received may be changed in case of an emergency or if regular trading on the NYSE is stopped at a time other than 4:00 p.m. Eastern Time. The Trust reserves the right to reprocess purchase, redemption and exchange transactions that were initially processed at a NAV other than the Fund’s official closing NAV (as the same may be subsequently adjusted), and to recover amounts from (or distribute amounts to) shareholders based on the official closing NAV. The Trust reserves the right to advance the time by which purchase and redemption orders must be received for same business day credit as otherwise permitted by the SEC. In addition, the Fund may compute its NAV as of any time permitted pursuant to any exemption, order or statement of the SEC or its staff.

 

The securities of the Fund are valued under the direction of the Fund’s Administrator and under the general supervision of the Board.  Prices are generally determined using readily available market prices.  Subject to the approval of the Board, the Fund may employ outside organizations, which may use a matrix or formula method that takes into consideration market indices, matrices, yield curves and other specific adjustments in determining the approximate market value of portfolio investments.  This may result in the investments being valued at a price that differs from the price that would have been determined had the matrix or formula method not been used.  All cash, receivables, and current payables are carried on the Fund’s books at their face value.  Other assets, if any, are valued at fair value as determined in good faith by the Fund’s Valuation Committee under the direction of the Board.

 

The procedures used by any pricing service and its valuation results are reviewed by the officers of the Trust under the general supervision of the Board.

 

The Fund may hold portfolio securities that are listed on foreign exchanges.  These securities may trade on weekends or other days when the Fund does not calculate NAV.  As a result, the value of these investments may change on days when you cannot purchase or sell Fund shares.

 

TAXES

 

The following summarizes certain additional tax considerations generally affecting the Fund and its shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its shareholders, and the discussions here and in the Prospectus are not intended as a substitute for careful tax planning. Potential investors should consult their tax advisers with specific reference to their own tax situations.

 

The discussions of the federal tax consequences in the Prospectus and this SAI are based on the Internal Revenue Code (the “Code”) and the regulations issued under it, and court decisions and administrative interpretations, as in effect on the date of this SAI.  Future legislative or administrative changes or court decisions may significantly alter the statements included herein, and any such changes or decisions may be retroactive.

 

General

 

The Fund intends to qualify and to continue to qualify as a regulated investment company under Subchapter M of Subtitle A, Chapter 1, of the Code. As such, the Fund generally will be exempt from federal income tax on its net investment income and realized capital gains that it distributes to shareholders. To qualify for treatment as a regulated investment company, it must meet three important tests each year.

 

First, the Fund must derive with respect to each taxable year at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition of stock or securities or foreign currencies, other income derived with respect to the Fund’s business of investing in stock, securities or currencies, or net income derived from interests in qualified publicly traded partnerships.

 

Second, generally, at the close of each quarter of the Fund’s taxable year, at least 50% of the value of the Fund’s assets must consist of cash and cash items, U.S. government securities, securities of other regulated investment companies, and securities of other issuers as to which the Fund has not invested more than 5% of the value of its total assets in securities of the issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer, and no more than 25% of the value of the Fund’s total assets may be invested in the securities of (1) any one issuer (other than U.S. government securities and securities of other regulated investment companies), (2) two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or (3) one or more qualified publicly traded partnerships.

18 

 

Third, the Fund must distribute an amount equal to at least the sum of 90% of its net investment company taxable income (net investment income and the excess of net short-term capital gain over net long-term capital loss) before taking into account any deduction for dividends paid and 90% of its tax-exempt income, if any, for the year.

 

The Fund intends to comply with these requirements. If the Fund were to fail to make sufficient distributions, it could be liable for corporate income tax and for excise tax in respect of the shortfall or, if the shortfall is large enough, the Fund could be disqualified as a regulated investment company. If for any taxable year the Fund were not to qualify as a regulated investment company, all its taxable income would be subject to tax at regular corporate rates without any deduction for distributions to shareholders. In that event, shareholders would recognize dividend income on distributions to the extent of the Fund’s current and accumulated earnings and profits, and corporate shareholders could be eligible for the dividends-received deduction.

 

The Code imposes a nondeductible 4% excise tax on regulated investment companies that fail to distribute each year an amount equal to specified percentages of their ordinary taxable income and capital gain net income (excess of capital gains over capital losses). The Fund intends to make sufficient distributions or deemed distributions each year to avoid liability for this excise tax. However, the Fund may not always make sufficient distributions to avoid the excise tax.

 

Loss Carryforwards

 

For federal income tax purposes, the Fund is generally permitted to carry forward a net capital loss in any year to offset its own capital gains, if any, during subsequent years.

 

As of December 31, 2021, the Predecessor Fund did not have any long-term capital loss carryovers. 

 

State and Local Taxes

 

Although the Fund expects to qualify as a regulated investment company and to be relieved of all or substantially all federal income taxes, depending upon the extent of its activities in states and localities in which its offices are maintained, in which its agents or independent contractors are located or in which it is otherwise deemed to be conducting business, the Fund may be subject to the tax laws of such states or localities.

 

PROXY VOTING

 

The Board has delegated the responsibility of voting proxies with respect to the portfolio securities purchased and/or held by the Fund to the Fund’s Adviser, subject to the Board’s continuing oversight. 

 

The Trust is required to disclose annually the Fund’s complete proxy voting record on Form N-PX.  The Fund’s proxy voting record for the most recent 12 month period ended June 30th will be available upon request by calling 1-800-626-9769 or by writing to the Fund at: Torray Fund, c/o U.S. Bank Global Fund Services, PO Box 701, Milwaukee, Wisconsin, 53202. The Fund’s Form N-PX will also be available on the SEC’s website at www.sec.gov.

 

DISCLOSURE OF FUND PORTFOLIO HOLDINGS

 

The Trust has adopted, on behalf of the Fund, a policy relating to the selective disclosure of the Fund’s portfolio holdings by the Adviser, Board, officers, or third party service provider, in accordance with regulations that seek to ensure that disclosure of information about portfolio holdings is in the best interest of Fund shareholders. The policies relating to the disclosure of the Fund’s portfolio holdings are designed to allow disclosure of portfolio holdings information where necessary to the Fund’s operation without compromising the integrity or performance of the Fund. It is the policy of the Trust that disclosure of the Fund’s portfolio holdings to a select person or persons prior to the release of such holdings to the public (“selective disclosure”) is prohibited, unless there are legitimate business purposes for selective disclosure.

 

The Trust discloses portfolio holdings information as required in regulatory filings and shareholder reports, discloses portfolio holdings information as required by federal and state securities laws and may disclose portfolio holdings information in response to requests by governmental authorities. As required by the federal securities laws, including the 1940 Act, the Trust will disclose the Fund’s portfolio holdings in applicable regulatory filings, including shareholder reports, reports on Form N-CSR, Form N-CEN, Form N-PORT or such other filings, reports or disclosure documents as the applicable regulatory authorities may require.

 

The Trust may distribute or authorize the distribution of information about the Fund’s portfolio holdings that is not publicly available to its third-party service providers, which include U.S. Bank, N.A., the custodian; U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”); Cohen & Company, Ltd., the Fund’s independent registered public accounting firm; Faegre Drinker Biddle & Reath LLP, legal counsel; FilePoint, the financial printer; the Fund’s proxy voting service(s); and the Trust’s liquidity classification agent. These service providers are required to keep such information confidential, and are prohibited from trading based on the information or otherwise using the information except as necessary in providing services to the Fund. Such holdings are released on conditions of confidentiality, which include appropriate trading prohibitions. “Conditions of confidentiality” include confidentiality terms included in written agreements, implied by the nature of the relationship (e.g. attorney-client relationship), or required by fiduciary or regulatory principles (e.g., custody services provided by financial institutions). Portfolio holdings may also be provided earlier to shareholders and their agents who receive redemptions in kind that reflect a pro rata allocation of all securities held in the Fund’s portfolio.

19 

 

Portfolio holdings may also be disclosed, upon authorization by a designated officer of the Adviser, to (i) certain independent reporting agencies recognized by the SEC as acceptable agencies for the reporting of industry statistical information, and (ii) financial consultants to assist them in determining the suitability of the Fund as an investment for their clients, in each case in accordance with the anti-fraud provisions of the federal securities laws and the Trust’s and the Adviser’s fiduciary duties to Fund shareholders. Disclosures to financial consultants are also subject to a confidentiality agreement and/or trading restrictions. The foregoing disclosures are made pursuant to the Trust’s policy on selective disclosure of portfolio holdings. The Board or a committee thereof may, in limited circumstances, permit other selective disclosure of portfolio holdings subject to a confidentiality agreement and/or trading restrictions.

 

The Adviser reserves the right to refuse to fulfill any request for portfolio holdings information from a shareholder or non-shareholder if it believes that providing such information will be contrary to the best interests of the Fund.

 

The Board provides ongoing oversight of the Trust’s policies and procedures and compliance with such policies and procedures. As part of this oversight function, the Board receives from the Trust’s Chief Compliance Officer (“CCO”) as necessary, reports on compliance with these policies and procedures. In addition, the Board receives an annual assessment of the adequacy and effectiveness of the policies and procedures with respect to the Fund, and any changes thereto, and an annual review of the operation of the policies and procedures. Any violation of the policy set forth above as well as any corrective action undertaken to address such violation must be reported by the Adviser, director, officer or third party service provider to the Trust’s CCO, who will determine whether the violation should be reported immediately to the Board or at its next quarterly Board meeting.

 

FINANCIAL STATEMENTS

 

The audited financial statements for the Predecessor Fund for the year ended December 31, 2021, including notes thereto and the report of BBD, LLP, the Predecessor Fund’s former independent registered public accounting firm, as set forth in the Predecessor Fund’s annual report to shareholders (File No. 811-06096), have been filed with the SEC and are deemed to be incorporated by reference into this Statement of Additional Information.

20 

 

 

 

 

THE RBB FUND TRUST

PART C

PEA 28/31

 

OTHER INFORMATION

 

Item 28. Exhibits.

 

(a) (1)   Certificate of Trust(1)
  (2)   Amended and Restated Agreement and Declaration of Trust dated October 21, 2015(2)
  (3)   Certificate of Amendment to Certificate of Trust(7)
(b)     Bylaws, as amended(6)
(c)     Instruments Defining Rights of Security Holders are incorporated by reference to the Declaration of Trust and Bylaws
(d)     Investment Advisory Agreement Contracts
  (1)   Form of Investment Advisory Agreement (Penn Capital Funds) between the Registrant and Penn Capital Management Company, Inc.(6)
  (2)   Form of Expense Limitation Agreement (Penn Capital Funds) between the Registrant and Penn Capital Management Company, Inc.(6)
  (3)   Form of Investment Advisory Agreement (P/E Global Enhanced International Fund) between the Registrant and P/E Global LLC will be filed by amendment.
  (4)   Form of Expense Limitation Agreement (P/E Global Enhanced International Fund) between the Registrant and P/E Global LLC will be filed by amendment.
  (5)   Form of Investment Advisory Agreement (Torray Fund) between the Registrant and Torray LLC is filed herewith.
  (6)   Form of Expense Limitation Agreement (Torray Fund) between the Registrant and Torray LLC is filed herewith.
  (7)   Form of Investment Advisory Agreement (Evermore Global Value Fund) between the Registrant and Evermore Global Advisors, LLC will be filed by amendment.
  (8)   Form of Expense Limitation Agreement (Evermore Global Value Fund) between the Registrant and Evermore Global Advisors, LLC will be filed by amendment.
  (9)   Investment Advisory Agreement (Element ETF) between the Registrant and Element ETFs, LLC will be filed by amendment.
  (10)   Investment Sub-Advisory Agreement between the Registrant, Element ETFs, LLC, and Vident Investment Advisory, LLC will be filed by amendment.
   

 

(e) (1)   Distribution Agreement (Penn Capital Funds) between the Registrant and Foreside Fund Services, LLC(2)
  (2)   Distribution Agreement Novation (Penn Capital Funds) between the Registrant and Foreside Fund Services, LLC(3)
  (3)   Amendment to Distribution Services Agreement (Penn Capital Funds) between the Registrant and Foreside Fund Services LLC dated June 24, 2021(6)
  (4)   Novation Agreement (Penn Capital Funds) between Registrant and Foreside Funds Services, LLC(7)
  (5)   Distribution Agreement between the Registrant and Quasar Distributors, LLC will be filed by amendment.
  (6)   ETF Distribution Agreement between Registrant and Quasar Distributors, LLC will be filed by amendment.
  (7)   Form of Second Amendment to Distribution Agreement (P/E Global Enhanced International Fund, Torray Fund, Evermore Global Value Fund) between the Registrant and Quasar Distributors, LLC is filed herewith.
(f)     Bonus or Profit Sharing Contracts – Not Applicable
(g) (1) (i) Custody Agreement between the Registrant and U.S. Bank National Association(2)
    (ii) Amendment to Custody Agreement between the Registrant and U.S. Bank National Association dated July 17, 2017(4)
    (iii) Amendment to Custody Agreement between the Registrant and U.S. Bank National Association dated June 24, 2021(6)
    (iv) Amendment to Custody Agreement between the Registrant and U.S. Bank National Association dated July 22, 2022 will be filed by amendment.
    (v) Amendment to Custody Agreement between the Registrant and U.S. Bank National Association dated December 7, 2022 is filed herewith.
(h)   Other Material Contracts
  (1) (i) Fund Administration Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC(2)
    (ii) Amendment to Fund Administration Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC dated July 17, 2017(4)
    (iii) Amendment to Fund Administration Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC dated June 24, 2021(6)
   
   

 

    (iv) Amendment to Fund Administration Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC dated September 2, 2021 will be filed by amendment.
    (v) Amendment to Fund Administration Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC dated July 1, 2022 will be filed by amendment.
    (vi) Amendment to Fund Administration Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC dated December 7, 2022 is filed herewith.
  (2) (i) Transfer Agent Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC(2)
    (ii) Amendment to Transfer Agent Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC dated July 17, 2017(4)
    (iii) Amendment to Transfer Agent Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC dated June 24, 2021(6)
    (iv)

Amendment to Transfer Agent Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC dated July 22, 2022 will be filed by amendment. 

    (v) Amendment to Transfer Agent Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC dated December 7, 2022 is filed herewith.
  (3) (i) Fund Accounting Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC(2)
    (ii) Amendment to Fund Accounting Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC dated July 17, 2017(4)

    (iii) Amendment to Fund Accounting Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC dated June 24, 2021(6)
    (iv) Amendment to Fund Accounting Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC dated July 1, 2022 will be filed by amendment.
    (v) Amendment to Fund Accounting Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC dated December 7, 2022 is filed herewith.
  (4)   Form of Shareholder Servicing Plan(2)
(i) (1)   Opinion of Counsel is filed herewith.
  (2)   Consent of Counsel is filed herewith.
(j)     Consent of Independent Registered Public Accounting Firm is filed herewith.
(k)     Omitted Financial Statements – Not Applicable.
(l) (1)   Initial Capital Agreement (Penn Capital Funds)(2)
  (2)   Initial Capital Agreement (Torray Fund) is filed herewith.
   

 

(m)     Rule 12b-1 Plans
  (1)   Plan of Distribution pursuant to Rule 12b-1 (P/E Global Enhanced International Fund – Class A) will be filed by amendment.
  (2)   Plan of Distribution pursuant to Rule 12b-1 (P/E Global Enhanced International Fund – Investor Class) will be filed by amendment.
(n)     Rule 18f-3 Plan will be filed by amendment.
(o)     Reserved.
(p)     Code of Ethics
  (1)   Code of Ethics of Registrant(6)
  (2)   Code of Ethics of Penn Capital Management Company, Inc.(5)
  (3)   Code of Ethics of Foreside Financial Group, LLC(6)
  (4)   Code of Ethics of P/E Global LLC will be filed by amendment.
  (5)   Code of Ethics of Torray LLC will be filed by amendment.
  (6)   Code of Ethics of Evermore Global Advisors, LLC will be filed by amendment.
  (7)   Code of Ethics of Element ETFs, LLC will be filed by amendment.
  (8)   Code of Ethics of Vident Investment Advisory, LLC will be filed by amendment.

  

(1) Incorporated herein by reference to the Registrant’s Initial Registration Statement on Form N-1A as filed with the SEC via EDGAR on November 13, 2014.

 

(2) Incorporated herein by reference to the Registrant’s Pre-Effective Registration Statement No. 3 on Form N-1A as filed with the SEC via EDGAR on November 18, 2015.

 

(3) Incorporated herein by reference to the Registrant’s Post-Effective Registration Statement No. 6 on Form N-1A as filed with the SEC via EDGAR on July 14, 2017.

 

(4) Incorporated herein by reference to the Registrant’s Post-Effective Registration Statement No. 8 on Form N-1A as filed with the SEC via EDGAR on October 27, 2017.

 

(5) Incorporated herein by reference to the Registrant’s Post-Effective Registration Statement No. 12 on Form N-1A as filed with the SEC via EDGAR on October 28, 2019.

 

(6) Incorporated herein by reference to the Registrant’s Post-Effective Registration Statement No. 15 on Form N-1A as filed with the SEC via EDGAR on October 29, 2021.

 

(7) Incorporated herein by reference to the Registrant’s Post-Effective Registration Statement No. 16 on Form N-1A as filed with the SEC via EDGAR on August 16, 2022.
   

 

Item 29. Persons Controlled by or Under Common Control with Registrant

 

No person is directly or indirectly controlled by or under common control with the Registrant.

 

Item 30. Indemnification

 

Under the terms of the Delaware Statutory Trust Act (“DSTA”) and the Registrant’s Amended and Restated Agreement and Declaration of Trust (“Declaration of Trust”), no officer or trustee of the Registrant shall have any liability to the Registrant, its shareholders, or any other party for damages, except to the extent such limitation of liability is precluded by Delaware law, the Declaration of Trust or the By-Laws of the Registrant.

 

Subject to the standards and restrictions set forth in the Declaration of Trust, DSTA, Section 3817, permits a statutory trust to indemnify and hold harmless any trustee, beneficial owner or other person from and against any and all claims and demands whatsoever. DSTA, Section 3803 protects trustees, officers, managers and other employees, when acting in such capacity, from liability to any person other than the Registrant or beneficial owner for any act, omission or obligation of the Registrant or any trustee thereof, except as otherwise provided in the Declaration of Trust.

 

The Declaration of Trust provides that any person who is or was a Trustee, officer, employee or other agent, including the underwriter, of such Trust shall be liable to the Trust and its shareholders only for (1) any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing, or (2) the person’s own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person (such conduct referred to herein as Disqualifying Conduct) and for nothing else. Except in these instances and to the fullest extent that limitations of liability of agents are permitted by the DSTA, these Agents (as defined in the Declaration of Trust) shall not be responsible or liable for any act or omission of any other Agent of the Trust or any investment adviser or principal underwriter. Moreover, except and to the extent provided in these instances, none of these Agents, when acting in their respective capacity as such, shall be personally liable to any other person, other than such Trust or its shareholders, for any act, omission or obligation of the Trust or any trustee thereof.

 

The Trust shall indemnify, out of its property, to the fullest extent permitted under applicable law, any of the persons who was or is a party or is threatened to be made a party to any Proceeding (as defined in the Declaration of Trust) because the person is or was an Agent of such Trust. These persons shall be indemnified against any Expenses (as defined in the Declaration of Trust), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the Proceeding if the person acted in good faith or, in the case of a criminal proceeding, had no reasonable cause to believe that the conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or plea of nolo contendere or its equivalent shall not in itself create a presumption that the person did not act in good faith or that the person had reasonable cause to believe that the person’s conduct was unlawful. There shall nonetheless be no indemnification for a person’s own Disqualifying Conduct.

 

Indemnification of Registrant’s Trustees, officers, advisor, distributor, custodian, administrator, transfer agent and accounting services provider against certain stated liabilities is provided for in the following documents:

 

(a) Section 12 of the Investment Advisory Agreement (Penn Capital Funds) between the Registrant and Penn Capital Management Company, Inc. in exhibit (d)(1), as previously filed and incorporated herein by reference.

   

 

(b) Section 12 of the Investment Advisory Agreement (P/E Global Enhanced International Fund) between the Registrant and P/E Global LLC in exhibit (d)(3), to be filed by amendment.

 

(c) Section 12 of the Investment Advisory Agreement (Evermore Global Value Fund) between the Registrant and Evermore Global Advisors, LLC in exhibit (d)(7), to be filed by amendment.

 

(d) Sections 7 and 8 of the Distribution Agreement (Penn Capital Funds), as previously filed and incorporated herein by reference.

 

(e) Sections 9 and 10 of the Distribution Agreement (P/E Global Enhanced International Fund), to be filed by amendment.

 

(f) Article X, Section 10.01 of the Custody Agreement, as previously filed and incorporated herein by reference.

 

(g) Section 6 of the Fund Administration Servicing Agreement, as previously filed and incorporated herein by reference.

 

(h) Section 8 of the Transfer Agent Servicing Agreement and Exhibit C thereto, as previously filed and incorporated herein by reference.

 

(i) Section 9 of the Fund Accounting Servicing Agreement, as previously filed and incorporated herein by reference.

 

(j) Section 12 of the Form of Investment Advisory Agreement (Torray Fund) between the Registrant and Torray, LLC in exhibit (d)(5), as filed herewith and incorporated by reference.

 

Pursuant to Rule 484 under the Securities Act of 1933, as amended, the Registrant furnishes the following undertaking: “Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.”

 

Item 31. Business and Other Connections of Investment Advisers

 

Penn Capital Management Company, Inc., the investment advisor to the Penn Capital Floating Rate Income Fund, Penn Capital Short Duration High Income Fund, Penn Capital Opportunistic High Income Fund, Penn Capital Mid Cap Core Fund, Penn Capital Special Situations Small Cap Equity Fund, Penn Capital Micro Cap Equity Fund, and Penn Capital Enterprise Value Small Cap Equity Fund, is a registered investment advisor. For additional information, please see Penn Capital Management Company, Inc.’s Form ADV (SEC File No. 801-31452), incorporated herein by reference, which sets forth the directors and officers of Penn Capital Management Company, Inc. and information as to any business, profession, vocation or employment of a substantial nature engaged in by Penn Capital Management Company, Inc. and its directors and officers during the past two years.

   

 

P/E Global LLC, the investment advisor to the P/E Global Enhanced International Fund, is a registered investment advisor. For additional information, please see P/E Global LLC’s Form ADV (SEC File No. 801-72133), incorporated herein by reference, which sets forth the directors and officers of P/E Global LLC and information as to any business, profession, vocation or employment of a substantial nature engaged in by P/E Global LLC and its directors and officers during the past two years.

 

Torray LLC, the investment advisor to the Torray Fund, is a registered investment advisor. For additional information, please see Torray LLC’s Form ADV (SEC File No. 801-8629), incorporated herein by reference, which sets forth the directors and officers of Torray LLC and information as to any business, profession, vocation or employment of a substantial nature engaged in by Torray LLC and its directors and officers during the past two years.

 

Evermore Global Advisors, LLC, the investment advisor to the Evermore Global Value Fund, is a registered investment advisor. For additional information, please see Evermore Global Advisors, LLC’s Form ADV (SEC File No. 801-70645), incorporated herein by reference, which sets forth the directors and officers of Evermore Global Advisors, LLC and information as to any business, profession, vocation or employment of a substantial nature engaged in by Evermore Global Advisors, LLC and its directors and officers during the past two years.

 

Element ETFs, LLC, the investment advisor to the Element EV & Solar Battery Materials (Lithium, Nickel, Copper, Cobalt) Futures ETF, is a registered investment advisor. For additional information, please see Element ETFs, LLC’s Form ADV (SEC File No. 801-126855), incorporated herein by reference, which sets forth the directors and officers of Element ETFs, LLC and information as to any business, profession, vocation or employment of a substantial nature engaged in by Element ETFs, LLC and its directors and officers during the past two years.

 

Item 32. Principal Underwriter.

 

(a)(1) Foreside Funds Services, LLC (“FFS”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:

 

1. AB Active ETFs, Inc.
2. ABS Long/Short Strategies Fund
3. Absolute Shares Trust
4. Adaptive Core ETF, Series of Collaborative Investment Series Trust
5. AdvisorShares Trust
6. AFA Multi-Manager Credit Fund
7. AGF Investments Trust
8. AIM ETF Products Trust
9. Alexis Practical Tactical ETF, Series of Listed Funds Trust
10. Alpha Intelligent – Large Cap Growth ETF, Series of Listed Funds Trust
11. Alpha Intelligent – Large Cap Value ETF, Series of Listed Funds Trust
12. AlphaCentric Prime Meridian Income Fund
13. American Century ETF Trust
14. Amplify ETF Trust
15. Applied Finance Core Fund, Series of World Funds Trust  
16. Applied Finance Explorer Fund, Series of World Funds Trust
17. Applied Finance Select Fund, Series of World Funds Trust
   

 

18. ARK ETF Trust
19. ASYMmetric ETFs Trust
20. B.A.D. ETF, Series of Listed Funds Trust
21. Bitwise Funds Trust
22. Bluestone Community Development Fund
23. BondBloxx ETF Trust
24. Braddock Multi-Strategy Income Fund, Series of Investment Managers Series Trust
25. Bridgeway Funds, Inc.
26. Brinker Capital Destinations Trust
27. Brookfield Real Assets Income Fund Inc.
28. Build Funds Trust
29. Calamos Convertible and High Income Fund
30. Calamos Convertible Opportunities and Income Fund
31. Calamos Dynamic Convertible and Income Fund
32. Calamos Global Dynamic Income Fund
33. Calamos Global Total Return Fund
34. Calamos Strategic Total Return Fund
35. Carlyle Tactical Private Credit Fund
36. Cboe Vest Bitcoin Strategy Managed Volatility Fund, Series of World Funds Trust
37. Cboe Vest S&P 500® Dividend Aristocrats Target Income Fund, Series of World Funds Trust
38. Cboe Vest US Large Cap 10% Buffer Strategies Fund, Series of World Funds Trust
39. Cboe Vest US Large Cap 10% Buffer VI Fund, Series of World Funds Trust
40. Cboe Vest US Large Cap 20% Buffer Strategies Fund, Series of World Funds Trust
41. Cboe Vest US Large Cap 20% Buffer VI Fund, Series of World Funds Trust
42. Center Coast Brookfield MLP & Energy Infrastructure Fund
43. Changebridge Capital Long/Short ETF, Series of Listed Funds Trust
44. Changebridge Capital Sustainable Equity ETF, Series of Listed Funds Trust
45. Clifford Capital Focused Small Cap Value Fund, Series of World Funds Trust
46. Clifford Capital International Value Fund, Series of World Funds Trust
47. Clifford Capital Partners Fund, Series of World Funds Trust
48. Cliffwater Corporate Lending Fund
49. Cliffwater Enhanced Lending Fund
50. Cohen & Steers Infrastructure Fund, Inc.
51. Convergence Long/Short Equity ETF, Series of Trust for Professional Managers
52. CornerCap Group of Funds
53. CrossingBridge Pre-Merger SPAC ETF, Series of Trust for Professional Managers
54. Curasset Capital Management Core Bond Fund, Series of World Funds Trust
55. Curasset Capital Management Limited Term Income Fund, Series of World Funds Trust
56. Davis Fundamental ETF Trust
57. Defiance Daily Short Digitizing the Economy ETF, Series of ETF Series Solutions
58. Defiance Digital Revolution ETF, Series of ETF Series Solutions
59. Defiance Hotel, Airline, and Cruise ETF, Series of ETF Series Solutions
60. Defiance Next Gen Connectivity ETF, Series of ETF Series Solutions
61. Defiance Next Gen H2 ETF, Series of ETF Series Solutions
62. Defiance Quantum ETF, Series of ETF Series Solutions
63. Direxion Shares ETF Trust
64. Dividend Performers ETF, Series of Listed Funds Trust
65. Dodge & Cox Funds
66. DoubleLine ETF Trust
67. DoubleLine Opportunistic Credit Fund
68. DoubleLine Yield Opportunities Fund
   

 

69. Eaton Vance NextShares Trust
70. Eaton Vance NextShares Trust II
71. EIP Investment Trust
72. Ellington Income Opportunities Fund
73. Esoterica Thematic ETF Trust
74. ETF Opportunities Trust
75. Evanston Alternative Opportunities Fund
76. Exchange Listed Funds Trust
77. Fiera Capital Series Trust
78. FlexShares Trust
79. FOMO ETF, Series of Collaborative Investment Series Trust
80. Forum Funds
81. Forum Funds II
82. Goose Hollow Tactical Allocation ETF, Series of Collaborative Investment Series Trust
83. Grayscale Future of Finance ETF, Series of ETF Series Solutions
84. Grizzle Growth ETF, Series of Listed Funds Trust
85. Guinness Atkinson Funds
86. Harbor ETF Trust
87. Horizon Kinetics Blockchain Development ETF, Series of Listed Funds Trust
88. Horizon Kinetics Inflation Beneficiaries ETF, Series of Listed Funds Trust
89. IDX Funds
90. Innovator ETFs Trust
91. Ironwood Institutional Multi-Strategy Fund LLC
92. Ironwood Multi-Strategy Fund LLC
93. John Hancock Exchange-Traded Fund Trust
94. Kelly Strategic ETF Trust
95. LDR Real Estate Value-Opportunity Fund, Series of World Funds Trust
96. LifeGoal Conservative Wealth Builder ETF, Series of Northern Lights Fund Trust II
97. LifeGoal Home Down Payment ETF, Series of Northern Lights Fund Trust II
98. LifeGoal Wealth Builder ETF, Series of Northern Lights Fund Trust II
99. Mairs & Power Balanced Fund, Series of Trust for Professional Managers
100. Mairs & Power Growth Fund, Series of Trust for Professional Managers
101. Mairs & Power Minnesota Municipal Bond ETF, Series of Trust for Professional Managers
102. Mairs & Power Small Cap Fund, Series of Trust for Professional Managers
103. Manor Investment Funds
104. Merk Stagflation ETF, Series of Listed Funds Trust
105. Milliman Variable Insurance Trust
106. Mindful Conservative ETF, Series of Collaborative Investment Series Trust
107. Moerus Worldwide Value Fund, Series of Northern Lights Fund Trust IV
108. Mohr Growth ETF, Series of Collaborative Investment Series Trust
109. Morgan Creek-Exos Active SPAC Arbitrage ETF
110. Morningstar Funds Trust
111. OTG Latin American Fund, Series of World Funds Trust
112. Overlay Shares Core Bond ETF, Series of Listed Funds Trust
113. Overlay Shares Foreign Equity ETF, Series of Listed Funds Trust
114. Overlay Shares Hedged Large Cap Equity ETF, Series of Listed Funds Trust
115. Overlay Shares Large Cap Equity ETF, Series of Listed Funds Trust
116. Overlay Shares Municipal Bond ETF, Series of Listed Funds Trust
117. Overlay Shares Short Term Bond ETF, Series of Listed Funds Trust
118. Overlay Shares Small Cap Equity ETF, Series of Listed Funds Trust
119. Palmer Square Opportunistic Income Fund
   

 

120. Partners Group Private Income Opportunities, LLC
121. PENN Capital Funds Trust
122. Performance Trust Mutual Funds, Series of Trust for Professional Managers
123. Perkins Discovery Fund, Series of World Funds Trust
124. Philotimo Focused Growth and Income Fund, Series of World Funds Trust
125. Plan Investment Fund, Inc.
126. PMC Funds, Series of Trust for Professional Managers
127. Point Bridge America First ETF, Series of ETF Series Solutions
128. Preferred-Plus ETF, Series of Listed Funds Trust
129. Putnam ETF Trust
130. Quaker Investment Trust
131. Rareview Dynamic Fixed Income ETF, Series of Collaborative Investment Series Trust
132. Rareview Inflation/Deflation ETF, Series of Collaborative Investment Series Trust
133. Rareview Systematic Equity ETF, Series of Collaborative Investment Series Trust
134. Rareview Tax Advantaged Income ETF, Series of Collaborative Investment Series Trust
135. Renaissance Capital Greenwich Funds
136. Revere Sector Opportunity ETF, Series of Collaborative Investment Series Trust
137. Reynolds Funds, Inc.
138. RiverNorth Enhanced Pre-Merger SPAC ETF, Series of Listed Funds Trust
139. RiverNorth Patriot ETF, Series of Listed Funds Trust (f/k/a RiverNorth Volition America Patriot ETF)
140. RMB Investors Trust
141. Robinson Opportunistic Income Fund, Series of Investment Managers Series Trust
142. Robinson Tax Advantaged Income Fund, Series of Investment Managers Series Trust
143. Roundhill Ball Metaverse ETF, Series of Listed Funds Trust
144. Roundhill Cannabis ETF, Series of Listed Funds Trust
145. Roundhill IO Digital Infrastructure ETF, Series of Listed Funds Trust
146. Roundhill MEME ETF, Series of Listed Funds Trust
147. Roundhill Sports Betting & iGaming ETF, Series of Listed Funds Trust
148. Roundhill Video Games ETF, Series of Listed Funds Trust
149. Rule One Fund, Series of World Funds Trust
150. Salient MF Trust
151. Securian AM Balanced Stabilization Fund, Series of Investment Managers Series Trust
152. Securian AM Equity Stabilization Fund, Series of Investment Managers Series Trust
153. Securian AM Real Asset Income Fund, Series of Investment Managers Series Trust
154. SHP ETF Trust
155. Six Circles Trust
156. Sound Shore Fund, Inc.
157. Sparrow Funds
158. Spear Alpha ETF, Series of Listed Funds Trust
159. STF Tactical Growth & Income ETF, Series of Listed Funds Trust
160. STF Tactical Growth ETF, Series of Listed Funds Trust
161. Strategy Shares
162. Swan Hedged Equity US Large Cap ETF, Series of Listed Funds Trust
163. Syntax ETF Trust
164. Teucrium Agricultural Strategy No K-1 ETF, Series of Listed Funds Trust
165. The Community Development Fund
166. The De-SPAC ETF, Series of Collaborative Investment Series Trust
167. The Finite Solar Finance Fund
168. The Private Shares Fund (f/k/a SharesPost 100 Fund)
169. The Short De-SPAC ETF, Series of Collaborative Investment Series Trust
   

 

170. The SPAC and New Issue ETF, Series of Collaborative Investment Series Trust
171. Third Avenue Trust
172. Third Avenue Variable Series Trust
173. Tidal ETF Trust
174. Tidal ETF Trust II
175. TIFF Investment Program
176. Timothy Plan High Dividend Stock Enhanced ETF, Series of The Timothy Plan
177. Timothy Plan High Dividend Stock ETF, Series of The Timothy Plan
178. Timothy Plan International ETF, Series of The Timothy Plan
179. Timothy Plan US Large/Mid Cap Core ETF, Series of The Timothy Plan
180. Timothy Plan US Large/Mid Core Enhanced ETF, Series of The Timothy Plan
181. Timothy Plan US Small Cap Core ETF, Series of The Timothy Plan
182. Total Fund Solution
183. Touchstone ETF Trust
184. TrueShares ESG Active Opportunities ETF, Series of Listed Funds Trust
185. TrueShares Low Volatility Equity Income ETF, Series of Listed Funds Trust
186. TrueShares Structured Outcome (April) ETF, Series of Listed Funds Trust
187. TrueShares Structured Outcome (August) ETF, Series of Listed Funds Trust
188. TrueShares Structured Outcome (December) ETF, Series of Listed Funds Trust
189. TrueShares Structured Outcome (February) ETF, Series of Listed Funds Trust
190. TrueShares Structured Outcome (January) ETF, Series of Listed Funds Trust
191. TrueShares Structured Outcome (July) ETF, Series of Listed Funds Trust
192. TrueShares Structured Outcome (June) ETF, Series of Listed Funds Trust
193. TrueShares Structured Outcome (March) ETF, Series of Listed Funds Trust
194. TrueShares Structured Outcome (May) ETF, Listed Funds Trust
195. TrueShares Structured Outcome (November) ETF, Series of Listed Funds Trust
196. TrueShares Structured Outcome (October) ETF, Series of Listed Funds Trust
197. TrueShares Structured Outcome (September) ETF, Series of Listed Funds Trust
198. TrueShares Technology, AI & Deep Learning ETF, Series of Listed Funds Trust
199. Tuttle Capital Short Innovation ETF, Series of Collaborative Investment Series Trust
200. U.S. Global Investors Funds
201. Union Street Partners Value Fund, Series of World Funds Trust
202. Variant Alternative Income Fund
203. Variant Impact Fund
204. VictoryShares Developed Enhanced Volatility Wtd ETF, Series of Victory Portfolios II
205. VictoryShares Dividend Accelerator ETF, Series of Victory Portfolios II
206. VictoryShares Emerging Market High Div Volatility Wtd ETF, Series of Victory Portfolios II
207. VictoryShares Emerging Markets Value Momentum ETF, Series of Victory Portfolios II
208. VictoryShares International High Div Volatility Wtd ETF, Series of Victory Portfolios II
209. VictoryShares International Value Momentum ETF, Series of Victory Portfolios II
210. VictoryShares International Volatility Wtd ETF, Series of Victory Portfolios II
211. VictoryShares NASDAQ Next 50 ETF, Series of Victory Portfolios II
212. VictoryShares Protect America ETF, Series of Victory Portfolios II
213. VictoryShares Top Veteran Employers ETF, Series of Victory Portfolios II
214. VictoryShares US 500 Enhanced Volatility Wtd ETF, Series of Victory Portfolios II
215. VictoryShares US 500 Volatility Wtd ETF, Series of Victory Portfolios II
216. VictoryShares US Discovery Enhanced Volatility Wtd ETF, Series of Victory Portfolios II
217. VictoryShares US EQ Income Enhanced Volatility Wtd ETF, Series of Victory Portfolios II
218. VictoryShares US Large Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II
219. VictoryShares US Multi-Factor Minimum Volatility ETF, Series of Victory Portfolios II
220. VictoryShares US Small Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II
   

 

221. VictoryShares US Small Cap Volatility Wtd ETF, Series of Victory Portfolios II
222. VictoryShares US Small Mid Cap Value Momentum ETF, Series of Victory Portfolios II
223. VictoryShares US Value Momentum ETF, Series of Victory Portfolios II
224. VictoryShares USAA Core Intermediate-Term Bond ETF, Series of Victory Portfolios II
225. VictoryShares USAA Core Short-Term Bond ETF, Series of Victory Portfolios II
226. VictoryShares WestEnd US Sector ETF, Series of Victory Portfolios II
227. Walthausen Funds
228. West Loop Realty Fund, Series of Investment Managers Series Trust
229. WisdomTree Trust
230. WST Investment Trust
231. XAI Octagon Floating Rate & Alternative Income Term Trust

 

(a)(2) Quasar Distributors, LLC (“Quasar”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:

 

1. American Trust Allegiance Fund, Series of Advisors Series Trust
2. Capital Advisors Growth Fund, Series of Advisors Series Trust
3. Chase Growth Fund, Series of Advisors Series Trust
4. Davidson Multi Cap Equity Fund, Series of Advisors Series Trust
5. Edgar Lomax Value Fund, Series of Advisors Series Trust
6. First Sentier American Listed Infrastructure Fund, Series of Advisors Series Trust
7. First Sentier Global Listed Infrastructure Fund, Series of Advisors Series Trust
8. Fort Pitt Capital Total Return Fund, Series of Advisors Series Trust
9. Huber Large Cap Value Fund, Series of Advisors Series Trust
10. Huber Mid Cap Value Fund, Series of Advisors Series Trust
11. Huber Select Large Cap Value Fund, Series of Advisors Series Trust
12. Huber Small Cap Value Fund, Series of Advisors Series Trust
13. Logan Capital Broad Innovative Growth ETF, Series of Advisors Series Trust
14. Logan Capital International Fund, Series of Advisors Series Trust
15. Logan Capital Large Cap Core Fund, Series of Advisors Series Trust
16. Logan Capital Small Cap Growth Fund, Series of Advisors Series Trust
17. O'Shaughnessy Market Leaders Value Fund, Series of Advisors Series Trust
18. PIA BBB Bond Fund, Series of Advisors Series Trust
19. PIA High Yield Fund, Series of Advisors Series Trust
20. PIA High Yield Managed Account Completion Shares (MACS) Fund, Series of Advisors Series Trust
21. PIA MBS Bond Fund, Series of Advisors Series Trust
22. PIA Short-Term Securities Fund, Series of Advisors Series Trust
23. Poplar Forest Cornerstone Fund, Series of Advisors Series Trust
24. Poplar Forest Partners Fund, Series of Advisors Series Trust
25. Pzena Emerging Markets Value Fund, Series of Advisors Series Trust
26. Pzena International Small Cap Value Fund, Series of Advisors Series Trust
27. Pzena Mid Cap Value Fund, Series of Advisors Series Trust
28. Pzena Small Cap Value Fund, Series of Advisors Series Trust
29. Scharf Alpha Opportunity Fund, Series of Advisors Series Trust
30. Scharf Fund, Series of Advisors Series Trust
31. Scharf Global Opportunity Fund, Series of Advisors Series Trust
32. Scharf Multi-Asset Opportunity Fund, Series of Advisors Series Trust
33. Semper MBS Total Return Fund, Series of Advisors Series Trust
34. Semper Short Duration Fund, Series of Advisors Series Trust
35. Shenkman Capital Floating Rate High Income Fund, Series of Advisors Series Trust

   

 

36. Shenkman Capital Short Duration High Income Fund, Series of Advisors Series Trust
37. VegTech Plant-based Innovation & Climate ETF, Series of Advisors Series Trust
38. The Aegis Funds
39. Allied Asset Advisors Funds
40. Angel Oak Funds Trust
41. Angel Oak Strategic Credit Fund
42. Barrett Opportunity Fund, Inc.
43. Bridges Investment Fund, Inc.
44. Brookfield Investment Funds
45. Buffalo Funds
46. Cushingâ Mutual Funds Trust
47. DoubleLine Funds Trust
48. EA Series Trust (f/k/a Alpha Architect ETF Trust)
49. Ecofin Tax-Advantaged Social Impact Fund, Inc. (f/k/a Tortoise Tax-Advantaged Social Infrastructure Fund, Inc.)
50. AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF, Series of ETF Series Solutions
51. AAM Low Duration Preferred and Income Securities ETF, Series of ETF Series Solutions
52. AAM S&P 500 Emerging Markets High Dividend Value ETF, Series of ETF Series Solutions
53. AAM S&P 500 High Dividend Value ETF, Series of ETF Series Solutions
54. AAM S&P Developed Markets High Dividend Value ETF, Series of ETF Series Solutions
55. AAM Transformers ETF, Series of ETF Series Solutions
56. AlphaClone Alternative Alpha ETF, Series of ETF Series Solutions
57. AlphaMark Actively Managed Small Cap ETF, Series of ETF Series Solutions
58. Aptus Collared Income Opportunity ETF, Series of ETF Series Solutions
59. Aptus Defined Risk ETF, Series of ETF Series Solutions
60. Aptus Drawdown Managed Equity ETF, Series of ETF Series Solutions
61. Aptus Enhanced Yield ETF, Series of ETF Series Solutions
62. Blue Horizon BNE ETF, Series of ETF Series Solutions
63. Carbon Strategy ETF, Series of ETF Series Solutions
64. ClearShares OCIO ETF, Series of ETF Series Solutions
65. ClearShares Piton Intermediate Fixed Income Fund, Series of ETF Series Solutions
66. ClearShares Ultra-Short Maturity ETF, Series of ETF Series Solutions
67. Distillate International Fundamental Stability & Value ETF, Series of ETF Series Solutions
68. Distillate US Fundamental Stability & Value ETF, Series of ETF Series Solutions
69. ETFB Green SRI REITs ETF, Series of ETF Series Solutions
70. Hoya Capital High Dividend Yield ETF, Series of ETF Series Solutions
71. Hoya Capital Housing ETF, Series of ETF Series Solutions
72. iBET Sport Betting & Gaming ETF, Series of ETF Series Solutions
73. International Drawdown Managed Equity ETF, Series of ETF Series Solutions
74. LHA Market State Alpha Seeker ETF, Series of ETF Series Solutions
75. LHA Market State Tactical Beta ETF, Series of ETF Series Solutions
76. LHA Market State Tactical Beta Q ETF, Series of ETF Series Solutions
77. Loncar Cancer Immunotherapy ETF, Series of ETF Series Solutions
78. Loncar China BioPharma ETF, Series of ETF Series Solutions
79. McElhenny Sheffield Managed Risk ETF, Series of ETF Series Solutions
80. Nationwide Dow Jones® Risk-Managed Income ETF, Series of ETF Series Solutions
81. Nationwide Nasdaq-100 Risk-Managed Income ETF, Series of ETF Series Solutions
82. Nationwide Russell 2000® Risk-Managed Income ETF, Series of ETF Series Solutions
83. Nationwide S&P 500® Risk-Managed Income ETF, Series of ETF Series Solutions
84. NETLease Corporate Real Estate ETF, Series of ETF Series Solutions
85. Opus Small Cap Value ETF, Series of ETF Series Solutions
   

 

86. Premise Capital Diversified Tactical ETF, Series of ETF Series Solutions
87. PSYK ETF, Series of ETF Series Solutions
88. Roundhill Acquirers Deep Value ETF, Series of ETF Series Solutions
89. The Acquirers Fund, Series of ETF Series Solutions
90. U.S. Global GO GOLD and Precious Metal Miners ETF, Series of ETF Series Solutions
91. U.S. Global JETS ETF, Series of ETF Series Solutions
92. U.S. Global Sea to Sky Cargo ETF, Series of ETF Series Solutions
93. U.S. Vegan Climate ETF, Series of ETF Series Solutions
94. First American Funds, Inc.
95. FundX Investment Trust
96. The Glenmede Fund, Inc.
97. The Glenmede Portfolios
98. The GoodHaven Funds Trust
99. Greenspring Fund, Incorporated
100. Harding, Loevner Funds, Inc.
101. Hennessy Funds Trust
102. Horizon Funds
103. Hotchkis & Wiley Funds
104. Intrepid Capital Management Funds Trust
105. Jacob Funds Inc.
106. The Jensen Quality Growth Fund Inc.
107. Kirr, Marbach Partners Funds, Inc.
108. AAF First Priority CLO Bond ETF, Series of Listed Funds Trust
109. Core Alternative ETF, Series of Listed Funds Trust
110. Wahed Dow Jones Islamic World ETF, Series of Listed Funds Trust
111. Wahed FTSE USA Shariah ETF, Series of Listed Funds Trust
112. LKCM Funds
113. LoCorr Investment Trust
114. Lord Asset Management Trust
115. MainGate Trust
116. ATAC Rotation Fund, Series of Managed Portfolio Series
117. Cove Street Capital Small Cap Value Fund, Series of Managed Portfolio Series
118. Ecofin Digital Payments Infrastructure Fund, Series of Managed Portfolio Series
119. Ecofin Global Energy Transition Fund, Series of Managed Portfolio Series
120. Ecofin Global Renewables Infrastructure Fund, Series of Managed Portfolio Series
121. Ecofin Global Water ESG Fund, Series of Managed Portfolio Series
122. Ecofin Sustainable Water Fund, Series of Managed Portfolio Series
123. Great Lakes Disciplined Equity Fund, Series of Managed Portfolio Series
124. Great Lakes Large Cap Value Fund, Series of Managed Portfolio Series
125. Great Lakes Small Cap Opportunity Fund, Series of Managed Portfolio Series
126. Jackson Square Global Growth Fund, Series of Managed Portfolio Series
127. Jackson Square Large-Cap Growth Fund, Series of Managed Portfolio Series
128. Jackson Square SMID-Cap Growth Fund, Series of Managed Portfolio Series
129. Kensington Active Advantage Fund, Series of Managed Portfolio Series
130. Kensington Dynamic Growth Fund, Series of Managed Portfolio Series
131. Kensington Managed Income Fund, Series of Managed Portfolio Series
132. LK Balanced Fund, Series of Managed Portfolio Series
133. Muhlenkamp Fund, Series of Managed Portfolio Series
134. Nuance Concentrated Value Fund, Series of Managed Portfolio Series
135. Nuance Concentrated Value Long Short Fund, Series of Managed Portfolio Series
136. Nuance Mid Cap Value Fund, Series of Managed Portfolio Series
   

 

137. Port Street Quality Growth Fund, Series of Managed Portfolio Series
138. Principal Street High Income Municipal Fund, Series of Managed Portfolio Series
139. Principal Street Short Term Municipal Fund, Series of Managed Portfolio Series
140. Reinhart Genesis PMV Fund, Series of Managed Portfolio Series
141. Reinhart International PMV Fund, Series of Managed Portfolio Series
142. Reinhart Mid Cap PMV Fund, Series of Managed Portfolio Series
143. Tortoise MLP & Energy Income Fund, Series of Managed Portfolio Series
144. Tortoise MLP & Pipeline Fund, Series of Managed Portfolio Series
145. Tortoise North American Pipeline Fund, Series of Managed Portfolio Series
146. V-Shares MSCI World ESG Materiality and Carbon Transition ETF, Series of Managed Portfolio Series
147. V-Shares US Leadership Diversity ETF, Series of Managed Portfolio Series
148. Argent Small Cap Fund, Series of Manager Directed Portfolios
149. Greenspring Income Opportunities Fund, Series of Manager Directed Portfolios
150. Hood River International Opportunity Fund, Series of Manager Directed Portfolios
151. Hood River Small-Cap Growth Fund, Series of Manager Directed Portfolios
152. Mar Vista Strategic Growth Fund, Series of Manager Directed Portfolios
153. Vert Global Sustainable Real Estate Fund, Series of Manager Directed Portfolios
154. Matrix Advisors Funds Trust
155. Matrix Advisors Value Fund, Inc.
156. Monetta Trust
157. Nicholas Equity Income Fund, Inc.
158. Nicholas Fund, Inc.
159. Nicholas II, Inc.
160. Nicholas Limited Edition, Inc.
161. Permanent Portfolio Family of Funds
162. Perritt Funds, Inc.
163. Procure ETF Trust II
164. Professionally Managed Portfolios
165. Prospector Funds, Inc.
166. Provident Mutual Funds, Inc.
167. Abbey Capital Futures Strategy Fund, Series of The RBB Fund, Inc.
168. Abbey Capital Multi-Asset Fund, Series of The RBB Fund, Inc.
169. Adara Smaller Companies Fund, Series of The RBB Fund, Inc.
170. Aquarius International Fund, Series of The RBB Fund, Inc.
171. Boston Partners All Cap Value Fund, Series of The RBB Fund, Inc.
172. Boston Partners Emerging Markets Fund, Series of The RBB Fund, Inc.
173. Boston Partners Emerging Markets Long/Short Fund, Series of The RBB Fund, Inc.
174. Boston Partners Global Equity Fund, Series of The RBB Fund, Inc.
175. Boston Partners Global Long/Short Fund, Series of The RBB Fund, Inc.
176. Boston Partners Global Sustainability Fund, Series of The RBB Fund, Inc.
177. Boston Partners Long/Short Equity Fund, Series of The RBB Fund, Inc.
178. Boston Partners Long/Short Research Fund, Series of The RBB Fund, Inc.
179. Boston Partners Small Cap Value II Fund, Series of The RBB Fund, Inc.
180. Campbell Systematic Macro Fund, Series of The RBB Fund, Inc.
181. Motley Fool 100 Index ETF, Series of The RBB Fund, Inc.
182. Motley Fool Capital Efficiency 100 Index ETF, Series of The RBB Fund, Inc.
183. Motley Fool Global Opportunities ETF, Series of The RBB Fund, Inc.
184. Motley Fool Mid-Cap Growth ETF, Series of The RBB Fund, Inc.
185. Motley Fool Next Index ETF, Series of The RBB Fund, Inc.
186. Motley Fool Small-Cap Growth ETF, Series of The RBB Fund, Inc.
   

 

187. Optima Strategic Credit Fund, Series of The RBB Fund, Inc.
188. SGI Global Equity Fund, Series of The RBB Fund, Inc.
189. SGI Peak Growth Fund, Series of The RBB Fund, Inc.
190. SGI Prudent Growth Fund, Series of The RBB Fund, Inc.
191. SGI Small Cap Core Fund, Series of The RBB Fund, Inc.
192. SGI U.S. Large Cap Equity Fund, Series of The RBB Fund, Inc.
193. SGI U.S. Large Cap Equity VI Portfolio, Series of The RBB Fund, Inc.
194. SGI U.S. Small Cap Equity Fund, Series of The RBB Fund, Inc.
195. US Treasury 3 Month Bill ETF, Series of The RBB Fund, Inc.
196. US Treasury 2 Year Note ETF, Series of The RBB Fund, Inc.
197. US Treasury 10 Year Note ETF, Series of The RBB Fund, Inc.
198. WPG Partners Select Small Cap Value Fund, Series of The RBB Fund, Inc.
199. WPG Partners Small/Micro Cap Value Fund, Series of The RBB Fund, Inc.
200. RBC Funds Trust
201. Series Portfolios Trust
202. Thompson IM Funds, Inc.
203. TrimTabs ETF Trust
204. Trust for Advised Portfolios
205. Barrett Growth Fund, Series of Trust for Professional Managers
206. Bright Rock Mid Cap Growth Fund, Series of Trust for Professional Managers
207. Bright Rock Quality Large Cap Fund, Series of Trust for Professional Managers
208. CrossingBridge Low Duration High Yield Fund, Series of Trust for Professional Managers
209. CrossingBridge Responsible Credit Fund, Series of Trust for Professional Managers
210. CrossingBridge Ultra-Short Duration Fund, Series of Trust for Professional Managers
211. Dearborn Partners Rising Dividend Fund, Series of Trust for Professional Managers
212. Jensen Global Quality Growth Fund, Series of Trust for Professional Managers
213. Jensen Quality Value Fund, Series of Trust for Professional Managers
214. Rockefeller Climate Solutions Fund, Series of Trust for Professional Managers
215. Terra Firma US Concentrated Realty Fund, Series of Trust for Professional Managers
216. USQ Core Real Estate Fund
217. Wall Street EWM Funds Trust
218. Wisconsin Capital Funds, Inc.

 

(a)(3) Foreside Funds Distributors LLC (“FFD”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:

 

1. Fairholme Funds, Inc.
2. FundVantage Trust
3. GuideStone Funds
4. Matthews International Funds (d/b/a Matthews Asia Funds)
5. New Alternatives Fund
6. Old Westbury Funds, Inc.
7. The Torray Fund
8. Versus Capital Multi-Manager Real Estate Income Fund LLC (f/k/a Versus Global Multi-Manager Real Estate Income Fund LLC)
9. Versus Capital Real Assets Fund LLC

 

(b)(1) The following are the Officers and Manager of FFS, one of the Registrant’s underwriters. FFS’s main business address is Three Canal Plaza, Suite 100, Portland, Maine 04101.

   

 

Name Address Position with Underwriter Position with Registrant
Teresa Cowan 111 E. Kilbourn Ave, Suite 2200,
Milwaukee, WI 53202
President/Manager None
Chris Lanza Three Canal Plaza, Suite 100, Portland,
ME 04101
Vice President None
Kate Macchia

Three Canal Plaza, Suite 100, Portland,

ME 04101

Vice President None
Nanette K. Chern

Three Canal Plaza, Suite 100, Portland,

ME 04101

Vice President and Chief Compliance Officer None
Kelly B. Whetstone

Three Canal Plaza, Suite 100, Portland,

ME 04101

Secretary None
Susan L. LaFond

111 E. Kilbourn Ave, Suite 2200,

Milwaukee, WI 53202

Treasurer None

 

(b)(2) The following are the Officers and Manager of Quasar, one of the Registrant’s underwriters. Quasar’s main business address is Three Canal Plaza, Suite 100, Portland, ME 04101.

 

Name Address Position with Underwriter Position with Registrant
Teresa Cowan

111 E. Kilbourn Ave, Suite 2200,

Milwaukee, WI 53202

President/Manager None
Chris Lanza

Three Canal Plaza, Suite 100, Portland,

ME 04101

Vice President None
Kate Macchia

Three Canal Plaza, Suite 100, Portland,

ME 04101

Vice President None
Jennifer A. Brunner

111 East Kilbourn Ave, Suite 2200,

Milwaukee, WI 53202

Vice President and Chief Compliance Officer None
Kelly B. Whetstone

Three Canal Plaza, Suite 100, Portland,

ME 04101

Secretary None
Susan L. LaFond

111 E. Kilbourn Ave, Suite 2200,

Milwaukee, WI 53202

Vice President/Chief Compliance Officer/Treasurer None

 

(b)(3) The following are the Officers and Manager of FFD, one of the Registrant’s underwriters. FFD’s main business address is 899 Cassatt Road, 400 Berwyn Park, Suite 110, Berwyn, PA 19312.

 

Name Address Position with Underwriter Position with Registrant
Teresa Cowan

111 E. Kilbourn Ave, Suite 2200,

Milwaukee, WI 53202

President/Manager None
Chris Lanza

Three Canal Plaza, Suite 100, Portland,

ME 04101

Vice President None
Kate Macchia

Three Canal Plaza, Suite 100, Portland,

ME 04101

Vice President None
Susan K. Moscaritolo

Three Canal Plaza, Suite 100, Portland,

ME 04101

Vice President and Chief Compliance Officer None
Kelly B. Whetstone

Three Canal Plaza, Suite 100, Portland,

ME 04101

Secretary None
Susan L. LaFond

111 E. Kilbourn Ave, Suite 2200,

Milwaukee, WI 53202

Treasurer None
   

 

(c) Not Applicable.

 

Item 33. Location of Accounts and Records.

 

The books and records required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, are maintained at the following locations:

 

Records Relating to: Are located at:
Registrant

The RBB Fund Trust

615 East Michigan Street

Milwaukee, Wisconsin 53202

Investment Adviser

Penn Capital Management Company, LLC

Navy Yard Corporate Center

1200 Intrepid Avenue, Suite 400

Philadelphia, Pennsylvania 19112

Investment Adviser

P/E Global LLC

75 State Street, 31st Floor

Boston, Massachusetts 02109

Investment Adviser

Torray LLC

7501 Wisconsin Avenue, Suite 750W

Bethesda, Maryland 20814

Investment Adviser

Evermore Global Advisors, LLC

89 Summit Avenue, 3rd Floor

Summit, New Jersey 07901

Investment Adviser

Element ETFs, LLC

704 Goodlette Frank Road North, Suite 118

Naples, Florida 34102

Registrant’s Fund Administrator, Fund Accountant, Transfer Agent and Dividend Disbursing Agent

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202

Registrant’s Custodian

U.S. Bank National Association

1555 North River Center Drive, Suite 302

Milwaukee, Wisconsin 53212

Underwriter

Foreside Fund Services, LLC

Three Canal Plaza, Suite 100

Portland, Maine 04101

Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, Pennsylvania 19312

Underwriter

Quasar Distributors, LLC

Three Canal Plaza, Suite 100

Portland, ME 04101

   

 

Item 34. Management Services

 

Not applicable.

 

Item 35. Undertakings

 

None.

   

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment to its Registration Statement under Rule 485(b) under the 1933 Act and has duly caused this Post-Effective Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Short Hills, and State of New Jersey on December 9, 2022.

 

  THE RBB FUND TRUST  
     
  By: /s/ Steven Plump  
    Steven Plump  
    President  

 

Pursuant to the requirements of the 1933 Act, this Amendment to Registrant’s Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

 

SIGNATURE   TITLE   DATE
         
/s/ Steven Plump   President (Principal Executive Officer)   December 9, 2022
Steven Plump      
         
/s/ James G. Shaw   Chief Financial Officer (Principal Financial and Accounting Officer)   December 9, 2022
James G. Shaw        
         
*Julian A. Brodsky   Trustee   December 9, 2022
Julian A. Brodsky        
         
*Gregory P. Chandler   Trustee   December 9, 2022
Gregory P. Chandler        
         
*Lisa A. Dolly   Trustee   December 9, 2022
Lisa A. Dolly        
         
*Nicholas A. Giordano   Trustee   December 9, 2022
Nicholas A. Giordano        
         
*Arnold M. Reichman   Trustee   December 9, 2022
Arnold M. Reichman        
         
*Robert Sablowsky   Trustee   December 9, 2022
Robert Sablowsky        
         
*Brian T. Shea   Trustee   December 9, 2022
Brian T. Shea        
         
*Robert Straniere   Trustee   December 9, 2022
Robert Straniere        

 

*By: /s/ James G. Shaw  
James G. Shaw  
Attorney-in-Fact  
   

 

THE RBB FUND, INC.

(the “Company”)

 

THE RBB FUND TRUST

(the “Trust”)

 

POWER OF ATTORNEY

 

Know All Men by These Presents, that the undersigned, Julian A. Brodsky, hereby constitutes and appoints Steven Plump, Salvatore Faia, Michael P. Malloy, James G. Shaw, Edward Paz, and Jillian L. Bosmann, his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.

 

DATED: September 8, 2022  
     
  /s/ Julian A. Brodsky  
     
  Julian A. Brodsky  
   

 

THE RBB FUND, INC.

(the “Company”)

 

THE RBB FUND TRUST

(the “Trust”)

 

POWER OF ATTORNEY

 

Know All Men by These Presents, that the undersigned, Gregory P. Chandler, hereby constitutes and appoints Steven Plump, Salvatore Faia, Michael P. Malloy, James G. Shaw, Edward Paz, and Jillian L. Bosmann, his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.

 

DATED: September 8, 2022  
     
  /s/ Gregory P. Chandler  
     
  Gregory P. Chandler  
   

 

THE RBB FUND, INC.

(the “Company”)

 

THE RBB FUND TRUST

(the “Trust”)

 

POWER OF ATTORNEY

 

Know All Men by These Presents, that the undersigned, Lisa A. Dolly, hereby constitutes and appoints Steven Plump, Salvatore Faia, Michael P. Malloy, James G. Shaw, Edward Paz, and Jillian L. Bosmann, her true and lawful attorneys, to execute in her name, place, and stead, in her capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in her name and on her behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as she might or could do in person, said acts of said attorneys being hereby ratified and approved.

 

DATED: September 8, 2022  
     
  /s/ Lisa A. Dolly  
     
  Lisa A. Dolly  
   

 

THE RBB FUND, INC.

(the “Company”)

 

THE RBB FUND TRUST

(the “Trust”)

 

POWER OF ATTORNEY

 

Know All Men by These Presents, that the undersigned, Nicholas A. Giordano, hereby constitutes and appoints Steven Plump, Salvatore Faia, Michael P. Malloy, James G. Shaw, Edward Paz, and Jillian L. Bosmann, his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.

 

DATED: September 8, 2022  
     
  /s/ Nicholas A. Giordano  
     
  Nicholas A. Giordano  
   

 

THE RBB FUND, INC.

(the “Company”)

 

THE RBB FUND TRUST

(the “Trust”)

 

POWER OF ATTORNEY

 

Know All Men by These Presents, that the undersigned, Arnold M. Reichman, hereby constitutes and appoints Steven Plump, Salvatore Faia, Michael P. Malloy, James G. Shaw, Edward Paz, and Jillian L. Bosmann, his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.

 

DATED: September 8, 2022  
     
  /s/ Arnold M. Reichman  
     
  Arnold M. Reichman  
   

 

THE RBB FUND, INC.

(the “Company”)

 

THE RBB FUND TRUST

(the “Trust”)

 

POWER OF ATTORNEY

 

Know All Men by These Presents, that the undersigned, Robert Sablowsky, hereby constitutes and appoints Steven Plump, Salvatore Faia, Michael P. Malloy, James G. Shaw, Edward Paz, and Jillian L. Bosmann, his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.

 

DATED: September 8, 2022  
     
  /s/ Robert Sablowsky  
     
  Robert Sablowsky  
   

 

THE RBB FUND, INC.

(the “Company”)

 

THE RBB FUND TRUST

(the “Trust”)

 

POWER OF ATTORNEY

 

Know All Men by These Presents, that the undersigned, Brian T. Shea, hereby constitutes and appoints Steven Plump, Salvatore Faia, Michael P. Malloy, James G. Shaw, Edward Paz, and Jillian L. Bosmann, his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.

 

DATED: September 8, 2022  
     
  /s/ Brian T. Shea  
     
  Brian T. Shea  
   

 

THE RBB FUND, INC.

(the “Company”)

 

THE RBB FUND TRUST

(the “Trust”)

 

POWER OF ATTORNEY

 

Know All Men by These Presents, that the undersigned, Robert A. Straniere, hereby constitutes and appoints Steven Plump, Salvatore Faia, Michael P. Malloy, James G. Shaw, Edward Paz, and Jillian L. Bosmann, his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.

 

DATED: September 8, 2022  
     
  /s/ Robert Straniere  
     
  Robert Straniere  
   

 

EXHIBIT INDEX

 

Exhibit No. Exhibit
(d)(5) Form of Investment Advisory Agreement (Torray Fund) between the Registrant and Torray LLC
(d)(6) Form of Expense Limitation Agreement (Torray Fund) between the Registrant and Torray LLC
(e)(7) Form of Second Amendment to Distribution Agreement (P/E Global Enhanced International Fund, Torray Fund, Evermore Global Value Fund) between the Registrant and Quasar Distributors, LLC
(g)(1)(v) Amendment to Custody Agreement between the Registrant and U.S. Bank National Association dated December 7, 2022
(h)(1)(vi) Amendment to Fund Administration Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC dated December 7, 2022
(h)(2)(v) Amendment to Transfer Agent Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC dated December 7, 2022
(h)(3)(v) Amendment to Fund Accounting Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC dated December 7, 2022
(i)(1) Opinion of Counsel
(i)(2) Consent of Counsel
(j) Consent of Independent Registered Public Accounting Firm
(l)(2) Initial Capital Agreement(Torray Fund)
   

 

 

 

FORM OF INVESTMENT ADVISORY AGREEMENT

 

Torray Fund

 

AGREEMENT made as of [   ] between THE RBB FUND TRUST, a Delaware statutory trust (herein called the "Fund"), and Torray LLC, a Maryland limited liability company (herein called the "Investment Adviser").

 

WHEREAS, the Fund is registered as an open-end management investment company under the Investment Company Act of 1940 (the “1940 Act”), and currently offers or proposes to offer shares representing interests in separate investment portfolios; and

 

WHEREAS, the Fund desires to retain the Investment Adviser to render certain investment advisory services to the Fund with respect to the Torray Fund, a series of the Fund (the “Portfolio”), and the Investment Adviser is willing to so render such services; and

 

WHEREAS, the Board of Trustees of the Fund and [the sole shareholder] of the Portfolio have approved this Agreement, and the Investment Adviser is willing to furnish such services upon the terms and conditions herein set forth;

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, it is agreed between the parties hereto as follows:

 

SECTION 1. APPOINTMENT. The Fund hereby appoints the Investment Adviser to act as investment adviser for the Portfolio for the period and on the terms set forth in this Agreement. The Investment Adviser accepts such appointment and agrees to render the services herein set forth for the compensation herein provided.

 

SECTION 2. DELIVERY OF DOCUMENTS. The Fund has furnished the Investment Adviser with copies properly certified or authenticated of each of the following:

 

(a) Resolutions of the Board of Trustees of the Fund authorizing the appointment of the Investment Adviser and the execution and delivery of this Agreement; and

 

(b) A prospectus and statement of additional information relating to the shares representing interests in the Portfolio of the Fund in effect under the Securities Act of 1933 (such prospectus and statement of additional information, as presently in effect and as they shall from time to time be amended and supplemented, are herein collectively called the "Prospectus" and “Statement of Additional Information,” respectively).

 

The Fund will promptly furnish the Investment Adviser from time to time with copies, properly certified or authenticated, of all amendments of or supplements to the foregoing, if any.

 

In addition to the foregoing, the Fund will also provide the Investment Adviser with copies of the Fund’s Amended and Restated Agreement and Declaration of Trust and By-laws, and any registration statement or service contracts related to the Portfolio, and will promptly furnish the Investment Adviser with any amendments of or supplements to such documents.

 

SECTION 3. MANAGEMENT.

 

(a ) Subject to the supervision of the Board of Trustees of the Fund and subject to Section 3 (b) below, the Investment Adviser will provide for the overall management of the Portfolio including (i) the provision of a continuous investment program for the Portfolio, including investment research and management with respect to all securities, investments, cash and cash equivalents in the Portfolio, (ii) the determination from time to time of the securities and other investments to be purchased, retained, or sold by the Fund for the Portfolio, and (iii) the placement from time to time of orders for all purchases and sales made for the Portfolio. The Investment Adviser shall have a limited power-of-attorney to execute any trading and/or subscription documents necessary in order to carry out its duties under this Section 3. The Investment Adviser will provide the services rendered by it hereunder in accordance with the Portfolio's investment objective, restrictions and policies as stated in the applicable Prospectus and Statement of Additional Information, provided that the Investment Adviser has actual notice or knowledge of any changes by the Board of Trustees to such investment objectives, restrictions or policies. The Investment Adviser further agrees that it will render to the Fund's Board of Trustees such periodic and special reports regarding the performance of its duties under this Agreement as the Board may reasonably request. The Investment Adviser agrees to provide to the Fund (or its agents and service providers) prompt and accurate data with respect to the Portfolio's transactions and, where not otherwise available, the daily valuation of securities in the Portfolio.

 

(b) Sub-Advisers. The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Trustees of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser.

 

Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions:

 

1.      Any fees or compensation payable to any Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Investment Adviser prior to the Sub-Adviser’s incurring such expenses.

 

2.      If the Investment Adviser delegates its responsibilities to more than one Sub-Adviser, the Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Fund’s Board of Trustees.

- 2 -

 

3.      To the extent that any obligations of the Investment Adviser or any Sub-Adviser require any service provider of the Fund or Portfolio to furnish information or services, such information or services shall be furnished by the Fund’s or the Portfolio’s service providers directly to both the Investment Adviser and any Sub-Adviser.

 

SECTION 4. BROKERAGE. Subject to the Investment Adviser's obligation to obtain best price and execution, the Investment Adviser shall have full discretion to select brokers or dealers to effect the purchase and sale of securities. When the Investment Adviser places orders for the purchase or sale of securities for the Portfolio, in selecting brokers or dealers to execute such orders, the Investment Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services for the benefit of the Portfolio directly or indirectly. Without limiting the generality of the foregoing, the Investment Adviser is authorized to cause the Portfolio to pay brokerage commissions which may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio or who otherwise provide brokerage and research services utilized by the Investment Adviser, provided that the Investment Adviser determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates or the Investment Adviser's overall responsibilities with respect to accounts as to which the Investment Adviser exercises investment discretion. The Investment Adviser may aggregate securities orders so long as the Investment Adviser adheres to a policy of allocating investment opportunities to the Portfolio over a period of time on a fair and equitable basis relative to other clients. In no instance will the Portfolio’s securities be purchased from or sold to the Fund's principal underwriter, the Investment Adviser, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law.

 

The Investment Adviser shall report to the Board of Trustees of the Fund at least quarterly with respect to brokerage transactions that were entered into by the Investment Adviser, pursuant to the foregoing paragraph, and shall certify to the Board that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the Investment Adviser to the Fund and the Investment Adviser's other clients, that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund over the long term, and that such commissions were paid in compliance with Section 28(e) of the Securities Exchange Act of 1934.

 

SECTION 5. CONFORMITY WITH LAW; CONFIDENTIALITY. The Investment Adviser further agrees that it will comply with all applicable rules and regulations of all federal regulatory agencies and self-regulatory organizations having jurisdiction over the Portfolio and/or the Investment Adviser in the performance of its duties hereunder. The Investment Adviser will treat confidentially and as proprietary information of the Fund all records and other information relating to the Fund and prior, present, or potential shareholders (except with respect to clients of the Investment Adviser) and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Investment Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund. Where the Investment Adviser may be exposed to civil or criminal contempt proceedings for failure to comply with a request for records or other information relating to the Fund, the Investment Adviser may comply with such request prior to obtaining the Fund’s written approval, provided that the Investment Adviser has taken reasonable steps to promptly notify the Fund, in writing, upon receipt of the request.

- 3 -

 

SECTION 6. SERVICES NOT EXCLUSIVE. The Investment Adviser and its officers may act and continue to act as investment managers for others, and nothing in this Agreement shall in any way be deemed to restrict the right of the Investment Adviser to perform investment management or other services for any other person or entity, and the performance of such services for others shall not be deemed to violate or give rise to any duty or obligation to the Portfolio or the Fund.

 

Nothing in this Agreement shall limit or restrict the Investment Adviser or any of its directors, officers, affiliates or employees from buying, selling or trading in any securities for its or their own account. The Fund acknowledges that the Investment Adviser and its directors, officers, affiliates, employees and other clients may, at any time, have, acquire, increase, decrease, or dispose of positions in investments which are at the same time being acquired or disposed of for the Portfolio. The Investment Adviser shall have no obligation to acquire for the Portfolio a position in any investment which the Investment Adviser, its directors, officers, affiliates or employees may acquire for its or their own accounts or for the account of another client, so long as it continues to be the policy and practice of the Investment Adviser not to favor or disfavor consistently or consciously any client or class of clients in the allocation of investment opportunities so that, to the extent practical, such opportunities will be allocated among clients over a period of time on a fair and equitable basis.

 

The Investment Adviser agrees that this Section 6 does not constitute a waiver by the Fund of the obligations imposed upon the Investment Adviser to comply with Sections 17(d) and 17(j) of the 1940 Act, and the rules thereunder, nor constitute a waiver by the Fund of the obligations imposed upon the Investment Adviser under Section 206 of the Investment Advisers Act of 1940 and the rules thereunder. Further, the Investment Adviser agrees that this Section 6 does not constitute a waiver by the Fund of the fiduciary obligation of the Investment Adviser arising under federal or state law, including Section 36 of the 1940 Act. The Investment Adviser agrees that this Section 6 shall be interpreted consistent with the provisions of Section 17(i) of the 1940 Act.

 

SECTION 7. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Investment Adviser hereby agrees that all records which it maintains for the Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Fund's request. The Investment Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.

 

SECTION 8. EXPENSES. During the term of this Agreement, the Investment Adviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Portfolio shall bear all of its own expenses not specifically assumed by the Investment Adviser. General expenses of the Fund not readily identifiable as belonging to an investment portfolio of the Fund shall be allocated among all investment portfolios by or under the direction of the Fund's Board of Trustees in such manner as the Board determines to be fair and equitable. Expenses borne by the Portfolio shall include, but are not limited to, the following (or the Portfolio's share of the following): (a) the cost (including brokerage commissions) of securities purchased or sold by the Portfolio and any losses incurred in connection therewith; (b) fees payable to and expenses incurred on behalf of the Portfolio by the Investment Adviser; (c) filing fees and expenses relating to the registration and qualification of the Fund and the Portfolio’s shares under federal and/or state securities laws and maintaining such registrations and qualifications; (d) fees and salaries payable to the Fund's trustees and officers; (e) taxes (including any income or franchise taxes) and governmental fees; (f) costs of any liability and other insurance or fidelity bonds; (g) any costs, expenses or losses arising out of a liability of or claim for damages or other relief asserted against the Fund or the Portfolio for violation of any law; (h) legal, accounting and auditing expenses, including legal fees of special counsel for the independent trustees; (i) charges of custodians and other agents; (j) expenses of setting in type and printing prospectuses, statements of additional information and supplements thereto for existing shareholders, reports, statements, and confirmations to shareholders and proxy materials that are not attributable to a class; (k) costs of mailing prospectuses, statements of additional information and supplements thereto to existing shareholders, as well as reports to shareholders and proxy materials that are not attributable to a class; (1) any extraordinary expenses; (m) fees, voluntary assessments and other expenses incurred in connection with membership in investment company organizations; (n) costs of mailing and tabulating proxies and costs of shareholders' and trustees' meetings; (o) costs of independent pricing services to value the Portfolio's securities; and (p) the costs of investment company literature and other publications provided by the Fund to its trustees and officers. Distribution expenses, transfer agency expenses, expenses of preparing, printing and mailing prospectuses, statements of additional information, proxy statements and reports to shareholders, and organizational expenses and registration fees, identified as belonging to a particular class of the Portfolio are allocated to such class.

- 4 -

 

SECTION 9. VOTING. The Investment Adviser shall have the authority to vote as agent for the Portfolio, either in person or by proxy, tender and take all actions incident to the ownership of all securities in which the Portfolio’s assets may be invested from time to time, subject to such policies and procedures as the Board of Trustees of the Fund may adopt from time to time.

 

SECTION 10. RESERVATION OF NAME. The Investment Adviser shall at all times have all rights in and to the Portfolio’s name and all investment models used by or on behalf of the Portfolio. The Investment Adviser may use the Portfolio’s name or any portion thereof in connection with any other investment company or business activity without the consent of any shareholder and the Fund shall execute and deliver any and all documents required to indicate the consent of the Fund to such use. The Fund hereby agrees that in the event that neither the Investment Adviser nor any of its affiliates acts as investment adviser to the Portfolio, the name of the Portfolio will be changed to one that does not suggest an affiliation with the Investment Adviser.

- 5 -

 

SECTION 11. COMPENSATION.

 

(a) For the services provided and the expenses assumed pursuant to this Agreement with respect to the Portfolio, the Fund will pay the Investment Adviser from the assets of the Portfolio and the Investment Adviser will accept as full compensation therefor a fee, computed daily and payable monthly in arrears, at the annual rate of 0.85% of the Portfolio’s average daily net assets. For any period less than a full month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month.

 

(b) The fee attributable to the Portfolio shall be satisfied only against the assets of the Portfolio and not against the assets of any other investment portfolio of the Fund. The Investment Adviser may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue) and/or undertake to pay or reimburse the Portfolio for all or a portion of its expenses not otherwise required to be borne or reimbursed by the Investment Adviser.

 

SECTION 12. LIMITATION OF LIABILITY. The Investment Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment Adviser in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement (“disabling conduct”). The Portfolio will indemnify the Investment Adviser against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from disabling conduct by the Investment Adviser. Indemnification shall be made only following: (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Investment Adviser was not liable by reason of disabling conduct or (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Investment Adviser was not liable by reason of disabling conduct by (a) the vote of a majority of a quorum of trustees of the Portfolio who are neither "interested persons" of the Fund nor parties to the proceeding ("disinterested non-party trustees") or (b) an independent legal counsel in a written opinion. The Investment Adviser shall be entitled to advances from the Portfolio for payment of the reasonable expenses incurred by it in connection with the matter as to which it is seeking indemnification in the manner and to the fullest extent permissible under the Delaware Statutory Trust Act. The Investment Adviser shall provide to the Portfolio a written affirmation of its good faith belief that the standard of conduct necessary for indemnification by the Portfolio has been met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) the Investment Adviser shall provide a security in form and amount acceptable to the Portfolio for its undertaking; (b) the Portfolio is insured against losses arising by reason of the advance; or (c) a majority of a quorum of disinterested non-party trustees, or independent legal counsel, in a written opinion, shall have determined, based upon a review of facts readily available to the Portfolio at the time the advance is proposed to be made, that there is reason to believe that the Investment Adviser will ultimately be found to be entitled to indemnification. Any amounts payable by the Portfolio under this Section shall be satisfied only against the assets of the Portfolio and not against the assets of any other investment portfolio of the Fund.

- 6 -

 

The limitations on liability and indemnification provisions of this Section 12 shall not be applicable to any losses, claims, damages, liabilities or expenses arising from the Investment Adviser's rights to the Portfolio’s name. The Investment Adviser shall indemnify and hold harmless the Fund and the Portfolio for any claims arising from the use of the term “Torray” in the name of the Portfolio.

 

SECTION 13. DURATION AND TERMINATION. This Agreement shall become effective with respect to the Portfolio as of the date first above written and, unless sooner terminated as provided herein, shall continue with respect to the Portfolio until August 16, 2024. Thereafter, if not terminated, this Agreement shall continue with respect to the Portfolio 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 Trustees 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 Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; provided, however, that this Agreement may be terminated with respect to the Portfolio by the Fund at any time, without the payment of any penalty, by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, 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. This Agreement will immediately terminate in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested person" and "assignment" shall have the same meaning as such terms have in the 1940 Act).

 

SECTION 14. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be changed, discharged or terminated orally, except by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought, and, unless otherwise permitted by the 1940 Act, no amendment of this Agreement affecting the Portfolio shall be effective until approved by vote of the holders of a majority of the outstanding voting securities of the Portfolio.

 

SECTION 15. MISCELLANEOUS. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

 

SECTION 16. NOTICE. All notices hereunder shall be given in writing and delivered by hand, national overnight courier, facsimile (provided written confirmation of receipt is obtained and said notice is sent via first class mail on the next business day) or mailed by certified mail, return receipt requested, as follows:

- 7 -

 

If to the Fund:

 

The RBB Fund Trust 

c/o U.S. Bancorp Fund Services, LLC 

615 East Michigan St. 

Milwaukee, WI 53202 

Attention: Steven Plump

 

If to the Investment Adviser:

 

Torray LLC 

7501 Wisconsin Avenue, Suite 750W 

Bethesda, Maryland 20814 

Attention: [  ]

 

The effective date of any notice shall be (i) the date such notice is sent if such delivery is effected by hand or facsimile, (ii) one business day after the date such notice is sent if such delivery is effected by national overnight courier; or (iii) the fifth (5th) Business Day after the date of mailing thereof.

 

SECTION 17. GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without giving effect to the conflicts of laws principles thereof.

 

SECTION 18. COUNTERPARTS. This Agreement may be executed in two or more 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 parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

 

 THE RBB FUND TRUST
       
  By:       
  Name: Steven Plump  
  Title: President  

 

 TORRAY LLC
       
  By:          
  Name: [  ]  
  Title: [  ]  

 

- 8 -

 

FORM OF EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT

 

THIS EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT (the “Agreement”) is effective as of [  ] by and between Torray LLC (the “Adviser”), a Maryland limited liability company, and The RBB Fund Trust, a Delaware statutory trust (the “Trust”), on behalf of its series listed on Appendix A hereto (the “Fund”).

 

WITNESSETH:

 

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as an open-end management investment company; and

 

WHEREAS, the Adviser renders advice and services to the Fund pursuant to the terms and provisions of an Investment Advisory Agreement between the Trust and the Adviser (the “Advisory Agreement”); and

 

WHEREAS, the Fund is responsible for, and has assumed the obligation for, payment of certain expenses that have not been assumed by the Adviser; and

 

WHEREAS, the Adviser desires to limit the Fund’s Expenses (as such term is defined in Paragraph 2 of this Agreement) pursuant to the terms and provisions of this Agreement, and the Trust (on behalf of the Fund) desires to allow the Adviser to implement those limits;

 

NOW THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties, intended to be legally bound hereby, mutually agree as follows:

 

1. Limit on Expenses. The Adviser hereby agrees to waive all or a portion of its advisory fee and/or reimburse expenses to limit the Fund’s current Expenses to an annual rate, expressed as a percentage of its average daily net assets, to the amount listed in Appendix A (the “Annual Limit”). In the event that the current Expenses of the Fund, as accrued each month, exceed its Annual Limit, the Adviser will waive all or a portion of its advisory fee and/or reimburse expenses, on a monthly basis, the excess expense within thirty (30) calendar days of being notified that an excess expense payment is due. In the event that the Board of Trustees of the Trust determines that an excess expense payment due date be other than thirty (30) calendar days, the Trust will provide the Adviser with ten (10) calendar days written notice prior to the implementation of such other excess expense payment due date. In no case will an excess expense payment due date be less than fifteen (15) calendar days from the date the Adviser is notified of such excess expense.

 

2. Definition. For purposes of this Agreement, the term “Expenses” with respect to the Fund is defined to include all expenses necessary or appropriate for the operation of the Fund, including the investment advisory or management fee detailed in the Advisory Agreement, any Rule 12b-1 fees and other expenses described in the Advisory Agreement, but does not include acquired fund fees and expenses, taxes, interest expense, dividends on securities sold short and extraordinary expenses.

 

3. Reimbursement of Fees and Expenses. The Trust hereby agrees to reimburse the Adviser for any advisory fees forgone and other payments remitted by the Adviser to the Fund pursuant to this Agreement set forth above ("Excess Expenses"), subject to the conditions set forth in this Section 3. Such reimbursement will be made as promptly as possible, and to the maximum extent permissible without causing the Expenses for any year to exceed the Annual Limit; provided, however, that such reimbursement for Excess Expenses shall be made only if (i) payable within three years after the date on which such Excess Expenses were incurred and (ii) is able to be effected without causing the Fund’s expense ratio (after recoupment) to exceed the expense limit in effect at the time of the waiver or expense reimbursement.

 

4. Term. This Agreement shall become effective on the date specified herein for an initial term running through December 31, 2023 and for consecutive one-year terms thereafter, subject to annual approval by the Board of Trustees of the Trust, unless sooner terminated as provided in Paragraph 5 of this Agreement.

 

5. Termination. This Agreement may be terminated at any time, and without payment of any penalty, by the Board of Trustees of the Trust, on behalf of the Fund, upon sixty (60) days’ written notice to the Adviser. This Agreement may not be terminated by the Adviser, other than at the end of any one-year term by providing sixty (60) days’ written notice to the Fund, without the consent of the Board of Trustees of the Trust, which consent will not be unreasonably withheld. This Agreement will automatically terminate, with respect to the Fund, if the Advisory Agreement is terminated with respect to the Fund, with such termination effective upon the effective date of the Advisory Agreement’s termination with respect to the Fund.

 

6. Assignment. This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

 

7. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.

 

8. Governing Law. This Agreement constitutes the entire agreement of the parties, shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and shall be governed by Delaware law in a manner not in conflict with the provisions of the 1940 Act.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first above written.

 

THE RBB FUND TRUST, on behalf of its series, the Torray Fund
     
By:      
Name: Steven Plump  
Title: President  

 

Torray LLC  
     
By:      
Name:  
Title:  

 

APPENDIX A

 

Fund 

Expense
Limitation
Initial Term
Month End Date
Torray Fund 0.95% December 31, 2023

 

 

SECOND AMENDMENT TO

DISTRIBUTION AGREEMENT

 

This second amendment (“Amendment”) to the distribution agreement (the “Agreement”) dated as of November 21, 2022, by and between The RBB Fund Trust and Quasar Distributors, LLC (together, the “Parties”) is effective as of December 6, 2022.

 

WHEREAS, the Parties desire to amend the Agreement to update Exhibit A.

 

WHEREAS, Section 18 of the Agreement requires that all amendments and modifications to the Agreement be in writing and executed by the Parties.

 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

1.Capitalized terms not otherwise defined herein shall have the meanings set forth in Agreement.

 

2.Exhibit A of the Agreement is hereby deleted in its entirety and replaced by the Exhibit A attached hereto.

 

3.Except as expressly amended hereby, all of the provisions of the Agreement shall remain unamended and in full force and effect to the same extent as if fully set forth herein.

 

4.This Amendment shall be governed by, and the provisions of this Amendment shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.

 

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers.

 

THE RBB FUND TRUST   QUASAR DISTRIBUTORS, LLC
         
By: /s/ James G. Shaw   By: /s/ Teresa Cowan
  James G. Shaw, Chief Financial Officer     Teresa Cowan, President
Date: 12/5/2022   Date: December 6, 2022

   

 

EXHIBIT A

 

Fund Names

 

Series of The RBB Fund Trust

P/E Global Enhanced International Fund

The Torray Fund

Evermore Global Value Fund

   

 

SIXTH AMENDMENT TO THE

THE RBB FUND TRUST

CUSTODY AGREEMENT

 

THIS AMENDMENT, effective as of the last date in the signature block, to the Custody Agreement, dated as of October 22, 2015, as amended (the “Agreement”), is entered into by and between THE RBB FUND TRUST (f/k/a PENN Capital Funds Trust), a Delaware statutory trust (the “Trust”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”).

 

RECITALS

 

WHEREAS, the parties have entered into the Agreement; and

 

WHEREAS, the parties desire to amend the Agreement to update the Trust’s name to The RBB Fund Trust; and

 

WHEREAS, the Trust has issued shares of beneficial interest of its series that are open end mutual funds (each, a “Mutual Fund Series”) and exchange-traded funds (each, an “ETF Series”); and

 

WHEREAS, the parties desire to update the list of funds on Exhibit B to the Agreement; and

 

WHEREAS, the parties desire to amend the Agreement to update the fee schedule so that the Custodian will be compensated in accordance with the fee schedule set forth on Exhibit C-1 for Mutual Fund Series and Exhibit C-2 for ETF Series; and

 

WHEREAS, Article XV, Section 15.02 of the Agreement allows for its amendment by a written instrument executed by both parties.

 

NOW, THEREFORE, the parties agree as follows:

 

1.

Exhibit B is hereby superseded and replaced with Exhibit B attached hereto.

 

2.Exhibit C is hereby superseded and replaced with Exhibit C-1 for Mutual Fund Series and Exhibit C-2 for ETF Series attached hereto.

 

3.Except to the extent amended hereby, the Agreement shall remain in full force and effect.

 

SIGNATURES ON NEXT PAGE

   

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the last date on the signature block.

 

THE RBB FUND TRUST   U.S. BANK NATIONAL ASSOCIATION
           
By: /s/ James G. Shaw   By: /s/ Gregory Farley  
Name: James G. Shaw   Name: /s/ Gregory Farley  
Title: CFO, COO & Secretary   Title: Senior Vice President  
Date:        12/6/2022   Date:        12/7/2022  
   

 

EXHIBIT B to the Custody Agreement

Separate Series of The RBB Fund Trust

 

Name of Series

 

Penn Capital Floating Rate Income Fund

Penn Capital Mid Cap Core Fund

Penn Capital Opportunistic High Income Fund

Penn Capital Short Duration High Income Fund

Penn Capital Special Situations Small Cap Equity Fund

Element EV & Solar Battery Materials (Lithium, Nickel, Copper, Cobalt) Futures ETF

P/E Global Enhanced International Fund

Evermore Global Value Fund

Torray Fund

   

 

EXHIBIT C-1 to the Custody Agreement

 

Domestic and Global Custody Services Fee Schedule at July 2022

 

Annual Fee Based Upon Market Value on Net Assets Per Fund*

[ ] basis points on the first $[ ]

[ ] basis points on the balance

 

Plus portfolio transaction fees

 

Portfolio Transaction Fees

§

$[ ] – Book entry DTC transaction, Federal Reserve transaction, principal paydown

§

$[ ] – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction

§

$[ ] – Option/SWAPS/future contract written, exercised or expired

§

$[ ] – Mutual fund trade, Fed wire, margin variation Fed wire

§

$[ ] – Physical security transaction

§

$[ ] – Check disbursement (waived if U.S. Bancorp is Administrator)

 

A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

 

Miscellaneous Expenses

All miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges and extraordinary expenses based upon complexity.

 

Additional Services

§

See Additional Global Sub-Custodial Services Annual Fee Schedule for global servicing fees.

§

Sub Advised Funds - $[ ] per custody account per year

§

$[ ] – Segregated account per year

§

Class Action Services – $[ ] filing fee per class action per account, plus [ ] % of gross proceeds, up to a maximum per recovery not to exceed $[ ]

§

No charge for the initial conversion free receipt.

§

Overdrafts – charged to the account at prime interest rate plus [ ] unless a line of credit is in place.

 

Fees are calculated pro rata and billed monthly.

   

 

Additional Global Sub-Custodial Services Annual Fee Schedule

 

Country Safekeeping (BPS) Transaction fee*   Country Safekeeping (BPS) Transaction fee*   Country Safekeeping (BPS) Transaction fee*
Argentina [  ] $[  ]   Hong Kong [  ] $[  ]   Poland [  ] $[  ]
Australia [  ] $[  ]   Hungary [  ] $[  ]   Portugal [  ] $[  ]
Austria [  ] $[  ]   Iceland [  ] $[  ]   Qatar [  ] $[  ]
Bahrain [  ] $[  ]   India [  ] $[  ]   Romania [  ] $[  ]
Bangladesh [  ] $[  ]   Indonesia [  ] $[  ]   Russia [  ] $[  ]
Belgium [  ] $[  ]   Ireland [  ] $[  ]   Saudi Arabia [  ] $[  ]
Bermuda [  ] $[  ]   Israel [  ] $[  ]   Serbia [  ] $[  ]
Botswana [  ] $[  ]   Italy [  ] $[  ]   Singapore [  ] $[  ]
Brazil [  ] $[  ]   Japan [  ] $[  ]   Slovakia [  ] $[  ]
Bulgaria [  ] $[  ]   Jordan [  ] $[  ]   Slovenia [  ] $[  ]
Canada [  ] $[  ]   Kenya [  ] $[  ]   South Africa [  ] $[  ]
Chile [  ] $[  ]   Kuwait [  ] $[  ]   South Korea [  ] $[  ]
China Connect [  ] $[  ]   Latvia [  ] $[  ]   Spain [  ] $[  ]
China (B Shares) [  ] $[  ]   Lithuania [  ] $[  ]   Sri Lanka [  ] $[  ]
Colombia [  ] $[  ]   Luxembourg [  ] $[  ]   Sweden [  ] $[  ]
Costa Rica [  ] $[  ]   Malaysia [  ] $[  ]   Switzerland [  ] $[  ]
Croatia [  ] $[  ]   Malta [  ] $[  ]   Taiwan [  ] $[  ]
Cyprus [  ] $[  ]   Mauritius [  ] $[  ]   Tanzania [  ] $[  ]
Czech Republic [  ] $[  ]   Mexico [  ] $[  ]   Thailand [  ] $[  ]
Denmark [  ] $[  ]   Morocco [  ] $[  ]   Tunisia [  ] $[  ]
Egypt [  ] $[  ]   Namibia [  ] $[  ]   Turkey [  ] $[  ]
Estonia [  ] $[  ]   Netherlands [  ] $[  ]   UAE [  ] $[  ]
Eswatini [  ] $[  ]   New Zealand [  ] $[  ]   Uganda [  ] $[  ]
Euroclear
(Eurobonds)
[  ] $[  ]   Nigeria [  ] $[  ]   Ukraine [  ] $[  ]
Euroclear
(Non-Eurobonds)
Rates are available upon request Rates are available upon request   Norway [  ] $[  ]   United Kingdom [  ] $[  ]
Finland [  ] $[  ]   Oman [  ] $[  ]   Uruguay [  ] $[  ]
France [  ] $[  ]   Pakistan [  ] $[  ]   Vietnam [  ] $[  ]
Germany [  ] $[  ]   Panama [  ] $[  ]   West African Economic Monetary Union (WAEMU)** [  ] $[  ]
Ghana [  ] $[  ]   Peru [  ] $[  ]   Zambia [  ] $[  ]
Greece [  ] $[  ]   Philippines [  ] $[  ]   Zimbabwe [  ] $[  ]

 

*Transaction Fee includes: Receive Versus Payment (RVP), Delivery Versus Payment (DVP), FREE REC, and FREE DEL activity related to securities settlement within U.S. Bank sub-custodian network.

 

**Includes Ivory Coast, Mali, Niger, Burkina Faso, Senegal, Guinea Bissau, Togo, and Benin.
   

 

Global Sub-Custodial Services Annual Fee Schedule

 

Base Fee - $[ ] monthly base fee per account

 

(Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.

§

For all other markets specified above, surcharges may apply if a security is held outside of the local market.

 

Tax Reclamation Services: Tax reclaims that have been outstanding for more than [ ] months with the client will be charged $[ ] per claim.

 

Miscellaneous Expenses

§Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.

§

A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.

§

SWIFT reporting and message fees.
   

 

EXHIBIT C-2 to the Custody Agreement

 

Domestic and Global Custody Services Fee Schedule at July 2022

 

Base Fee for Custody Services

 

Annual Fee Based Upon Average Net Assets on the Fund Complex•

 

[ ] basis points on the first $[ ]

[ ] basis points on the balance Plus

 

portfolio transaction fees

 

Portfolio Transaction Fees Associated with Sponsor Trades

 

"Sponsor trades" are defined as any trades put through the Portfolio, on behalf of the Fund by any portfolio manager/sub advisor and their affiliates authorized by the BOT to act on behalf of the Fund, outside of the create/redeem process.
Cash-in-Lieu proceeds received as part of the create/redeem process, and their related transactions are not considered to be "Sponsor trades".

 

A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

   

 

Additional Global Sub-Custodial Services Annual Fee Schedule

Country Safekeeping (BPS) Transaction fee*   Country Safekeeping (BPS) Transaction fee*   Country Safekeeping (BPS) Transaction fee*
Argentina [  ] $[  ]   Hong Kong [  ] $[  ]   Poland [  ] $[  ]
Australia [  ] $[  ]   Hungary [  ] $[  ]   Portugal [  ] $[  ]
Austria [  ] $[  ]   Iceland [  ] $[  ]   Qatar [  ] $[  ]
Bahrain [  ] $[  ]   India [  ] $[  ]   Romania [  ] $[  ]
Bangladesh [  ] $[  ]   Indonesia [  ] $[  ]   Russia [  ] $[  ]
Belgium [  ] $[  ]   Ireland [  ] $[  ]   Saudi Arabia [  ] $[  ]
Bermuda [  ] $[  ]   Israel [  ] $[  ]   Serbia [  ] $[  ]
Botswana [  ] $[  ]   Italy [  ] $[  ]   Singapore [  ] $[  ]
Brazil [  ] $[  ]   Japan [  ] $[  ]   Slovakia [  ] $[  ]
Bulgaria [  ] $[  ]   Jordan [  ] $[  ]   Slovenia [  ] $[  ]
Canada [  ] $[  ]   Kenya [  ] $[  ]   South Africa [  ] $[  ]
Chile [  ] $[  ]   Kuwait [  ] $[  ]   South Korea [  ] $[  ]
China Connect [  ] $[  ]   Latvia [  ] $[  ]   Spain [  ] $[  ]
China (B Shares) [  ] $[  ]   Lithuania [  ] $[  ]   Sri Lanka [  ] $[  ]
Colombia [  ] $[  ]   Luxembourg [  ] $[  ]   Sweden [  ] $[  ]
Costa Rica [  ] $[  ]   Malaysia [  ] $[  ]   Switzerland [  ] $[  ]
Croatia [  ] $[  ]   Malta [  ] $[  ]   Taiwan [  ] $[  ]
Cyprus [  ] $[  ]   Mauritius [  ] $[  ]   Tanzania [  ] $[  ]
Czech Republic [  ] $[  ]   Mexico [  ] $[  ]   Thailand [  ] $[  ]
Denmark [  ] $[  ]   Morocco [  ] $[  ]   Tunisia [  ] $[  ]
Egypt [  ] $[  ]   Namibia [  ] $[  ]   Turkey [  ] $[  ]
Estonia [  ] $[  ]   Netherlands [  ] $[  ]   UAE [  ] $[  ]
Eswatini [  ] $[  ]   New Zealand [  ] $[  ]   Uganda [  ] $[  ]
Euroclear
(Eurobonds)
[  ] $[  ]   Nigeria [  ] $[  ]   Ukraine [  ] $[  ]
Euroclear
(Non-Eurobonds)
Rates are available upon request Rates are available upon request   Norway [  ] $[  ]   United Kingdom [  ] $[  ]
Finland [  ] $[  ]   Oman [  ] $[  ]   Uruguay [  ] $[  ]
France [  ] $[  ]   Pakistan [  ] $[  ]   Vietnam [  ] $[  ]
Germany [  ] $[  ]   Panama [  ] $[  ]   West African Economic Monetary Union (WAEMU)** [  ] $[  ]
Ghana [  ] $[  ]   Peru [  ] $[  ]   Zambia [  ] $[  ]
Greece [  ] $[  ]   Philippines [  ] $[  ]   Zimbabwe [  ] $[  ]
                     

 

*Transaction Fee includes: Receive Versus Payment (RVP), Delivery Versus Payment (DVP), FREE REC, and FREE DEL activity related to securities settlement within U.S. Bank sub-custodian network.

 

**Includes Ivory Coast, Mali, Niger, Burkina Faso, Senegal, Guinea Bissau, Togo, and Benin.
   

 

Additional Global Sub-Custodial Services Annual Fee Schedule

 

Base Fee - $[ ] monthly base fee per account

 

(Euroclear - Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.

 

For all other markets specified above, surcharges may apply if a security is held outside of the local market.

 

Tax Reclamation Services: Tax reclaims that have been outstanding for more than [ ] months with the client will be charged

$[ ] per claim.

 

Miscellaneous Expenses

 

·Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.
·A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.
·SWIFT reporting and message fee
   

SEVENTH AMENDMENT TO THE

THE RBB FUND TRUST

FUND ADMINISTRATION SERVICING AGREEMENT

 

THIS AMENDMENT, effective as of the last date in the signature block, to the Fund Administration Servicing Agreement, dated as of October 22, 2015 as amended (the “Agreement”), is entered into by and between THE RBB FUND TRUST (f/k/a PENN Capital Funds Trust), a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC d/b/a/U.S. Bank Global Fund Services, a Wisconsin limited liability company (“Fund Services”).

 

RECITALS

 

WHEREAS, the parties have entered into the Agreement; and

 

WHEREAS, the parties desire to amend the Agreement to update the Trust’s name to The RBB Fund Trust; and

 

WHEREAS, the Trust has issued shares of beneficial interest of its series that are open end mutual funds (each, a “Mutual Fund Series”) and exchange-traded funds (each, an “ETF Series”); and

 

WHEREAS, the parties desire to update the list of funds on Exhibit A to the Agreement; and

 

WHEREAS, the parties desire to amend the Agreement to update the fee schedule so that the Custodian will be compensated in accordance with the fee schedule set forth on Exhibit C-1 for Mutual Fund Series and Exhibit C-2 for ETF Series; and

 

WHEREAS, Section 11 of the Agreement allows for its amendment by a written instrument executed by both parties.

 

NOW, THEREFORE, the parties agree as follows:

 

1.Exhibit A is hereby superseded and replaced with Exhibit A attached hereto.

 

2.Effective July 1, 2022, Exhibit C is hereby superseded and replaced with Exhibit C-1 for Mutual Fund Series and Exhibit C-2 for ETF Series attached hereto.

 

3.Except to the extent amended hereby, the Agreement shall remain in full force and effect.

 

SIGNATURES ON NEXT PAGE

  

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the last date on the signature block.

 

THE RBB FUND TRUST   U.S. BANCORP FUND SERVICES, LLC
     
By: /s/ James G. Shaw   By: /s/ Gregory Farley
Name: James G. Shaw   Name: Gregory Farley
Title: CFO, COO & Secretary   Title: Senior Vice President
Date: 12/6/2022   Date:  12/7/2022
 2 

 

EXHIBIT A to the Fund Administration Servicing Agreement

 

Separate Series of The RBB Fund Trust

 

Name of Series

 

Penn Capital Floating Rate Income Fund

Penn Capital Mid Cap Core Fund

Penn Capital Opportunistic High Income Fund

Penn Capital Short Duration High Income Fund

Penn Capital Special Situations Small Cap Equity Fund

Element EV & Solar Battery Materials (Lithium, Nickel, Copper, Cobalt) Futures ETF

P/E Global Enhanced International Fund

Evermore Global Value Fund

Torray Fund

  

 

Exhibit C-1 to the Fund Administration Servicing Agreement

 

FUND ACCOUNTING, FUND ADMINISTRATION & PORTFOLIO

COMPLIANCE AND CCO SUPPORT SERVICES FEE SCHEDULE AT July 2022

 

Annual Fee Based Upon Average Net Assets Per Fund*

[ ] basis points on the first $[ ]

[ ] basis points on the next $[ ]

[ ] basis points on the next $[ ]

[ ] basis points on the balance

 

Minimum annual fee: $[ ]

 

Services Included in Annual Fee Per Fund

Daily Performance Reporting - Daily pre and post-tax fund and/or sub-advisor performance reporting.
Advisor Information Source - On-line access to portfolio management and compliance information.
Fund Services Legal Administration (e.g., registration statement update)
Section 15(c) reporting
Electronic Board book portal (BookMark)

 

Data Services

 

Pricing Services

§$[ ] – Domestic Equities, Options, ADRs, Foreign Equities
§$[ ] – Domestic Corporates, Domestic Convertibles, Domestic Governments, Domestic Agencies, Futures, Options on Futures, Forwards, Currency Rates, Mortgage Backed,
§$[ ] – CMOs, Municipal Bonds, Money Market Instruments, Foreign Corporates, Foreign Convertibles, Foreign Governments, Foreign Agencies, Asset Backed, High Yield
§$[ ] – Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps
§$[ ] – Bank Loans
§$[ ] – Swaptions
§$[ ] – Credit Default Swaps
§$[ ] per Month Manual Security Pricing (>[ ] per day)

 

Fair Value Services (Charged at the Complex Level)

§$[ ] per security on the First [ ] Securities
§$[ ] per security on the Balance of Securities

 

NOTE: Prices above are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change.  Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees. 

 2 

 

Corporate Action and Factor Services (security paydown)

§$[ ] per Foreign Equity Security per Month
§$[ ] per Domestic Equity Security per Month

 

Factor Services (security paydown factor data)

§$[ ] per CMOs, Asset Backed, Mortgage Backed Security per Month

 

Third Party Administrative Data Charges (descriptive data for each security)

§$[ ] per security per month for fund administrative

 

SEC Modernization Requirements

 

§Form N-PORT – $[ ] per year, per Fund
§Form N-CEN – $[ ] per year, per Fund

 

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:

Fair Value Services, SWIFT processing, customized reporting, third-party data provider costs (including Bloomberg, S&P, Moody’s, Morningstar GICS, MSCI, Lipper, etc.), postage, stationery, programming, special reports, proxies, insurance, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary) and travel related costs.

 

Additional Services

Additional services not included above shall be mutually agreed upon at the time of the service being added. Additional legal administration (e.g., subsequent new fund launch), daily compliance testing, Section 18 compliance testing, Section 15(c) reporting, equity & fixed income attribution reporting, and additional services mutually agreed upon.

In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).

 

Fees are calculated pro rata and billed monthly

 3 

 

Exhibit C-2 to the Fund Administration Servicing Agreement

 

Fee Schedule for each ETF Series

 

Base Fee for Accounting, Administration and Transfer Agent Services

 

The following reflects the greater of the basis point fee or annual minimum for series of the Fund Complex

 

Annual Minimum per Fund Basis Points on Company AUM
Waived [  ]  basis points on the first $[  ]  
  [  ]  basis points on the next $[  ]  
  [  ]  basis points on the next $[  ]  
  [  ]  basis points on the balance

 

Accounting, Administration, Transfer Agent Services in addition to the Base Fee Pricing Services

For daily pricing of each securities (estimated [ ] pricing days annually)

$[ ] - Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Mutual Funds, ETFs
$[ ] - Domestic Corporates, Domestic Convertibles, Domestic Governments, Domestic Agencies, Mortgage Backed, Municipal Bonds
$[ ] - CMOs, Money Market Instruments, Foreign Corporates, Foreign Convertibles, Foreign Governments, Foreign Agencies, Asset Backed, High Yield
$[ ] - Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps
$[ ] - Bank Loans
$[ ] - Swaptions
$[ ] - Credit Default Swaps
$[ ] per Month Manual Security Pricing (>[ ] per day)

 

Fair Value Services (Charged at the Complex Level

$[ ] per security on the First [ ] Securities
$[ ] per security on the Balance of Securities

 

NOTE: Prices are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees. All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.

 

Corporate Action Services

 

Fee for IDC data used to monitor corporate actions

$[ ] per Foreign Equity Security per Month
$[ ] per Domestic Equity Security per Month

 

Factor Services (security paydown factor data)

 

$[ ] per CMOs, Asset Backed, Mortgage Backed Security per Month

 4 

 

Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)

 

$[ ] per security per month for fund administrative

 

Miscellaneous Expenses

·All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: Portfolio Composition File (PCF) management services, SWIFT processing, customized reporting, third-party data provider costs (including GICS, MSCI, Lipper, etc.), postage, stationary, programming, special reports, proxies, insurance, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, expenses related to and including travel to and from Board of Director meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary), and travel related costs.

 

·Additional services not included above shall be mutually agreed upon at the time of the service being added. In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).

 

Fees are calculated pro rata and billed monthly

 5 

 

FIFTH AMENDMENT TO THE

THE RBB FUND TRUST

TRANSFER AGENT SERVICING AGREEMENT

 

THIS AMENDMENT, effective as of the last date in the signature block, to the Transfer Agent Servicing Agreement dated as of October 22, 2015, as amended (the “Agreement”), is entered into by and between THE RBB FUND TRUST (f/k/a PENN Capital Funds Trust), a Delaware statutory trust, (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

 

RECITALS

 

WHEREAS, the parties have entered into the Agreement; and

 

WHEREAS, the parties desire to amend the Agreement to update the Trust’s name to The RBB Fund Trust; and

 

WHEREAS, the Trust has issued shares of beneficial interest of its series that are open end mutual funds (each, a “Mutual Fund Series”) and exchange-traded funds (each, an “ETF Series”); and

 

WHEREAS, the parties desire to update the list of funds on Exhibit A to the Agreement; and

 

WHEREAS, the parties desire to amend the Agreement to update the fee schedule so that the Custodian will be compensated in accordance with the fee schedule set forth on Exhibit D-1 for Mutual Fund Series and Exhibit D-2 for ETF Series; and

 

WHEREAS, Section 13 of the Agreement allows for its modification by a written instrument executed by all parties.

 

NOW, THEREFORE, the parties agree as follows:

 

1.Exhibit A is hereby superseded and replaced with Exhibit A attached hereto.

 

2.Exhibit D is hereby superseded and replaced with Exhibit D-1 for Mutual Fund Series and Exhibit D-2 for ETF Series attached hereto.

 

3.Except to the extent amended hereby, the Agreement shall remain in full force and effect.

 

SIGNATURES ON NEXT PAGE

 1 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the last date on the signature block.

 

THE RBB FUND TRUST   U.S. BANCORP FUND SERVICES, LLC
         
By: /s/ James G. Shaw   By: /s/ Gregory Farley
Name: James G. Shaw   Name: Gregory Farley
Title: CFO, COO & Secretary   Title: Senior Vice President
Date: 12/6/2022   Date: 12/7/2022
 2 

 

Exhibit A

to the Transfer Agent Servicing Agreement

Separate Series of The RBB Fund Trust

 

Name of Series

 

Penn Capital Floating Rate Income Fund

Penn Capital Mid Cap Core Fund

Penn Capital Opportunistic High Income Fund

Penn Capital Short Duration High Income Fund

Penn Capital Special Situations Small Cap Equity Fund

Element EV & Solar Battery Materials (Lithium, Nickel, Copper, Cobalt) Futures ETF

P/E Global Enhanced International Fund

Evermore Global Value Fund

Torray Fund

 3 

 

Exhibit D-1 to the

Transfer Agent Servicing Agreement

 

TRANSFER AGENT & SHAREHOLDER SERVICES ACCOUNT SERVICES

FEE SCHEDULE at July 2022

 

Transfer Agent and Shareholder Servicing Fee Schedules for the Mutual Fund Series

 

Annual Service Charges to the Fund

§ NSCC Level 3 Accounts $[  ] per open account
§ Direct Accounts $[  ] per open account
§ Direct Load Fund Accounts $[  ] per open account
§ Closed Accounts $[  ] per closed account

 

Activity Charges

§Telephone Calls - $[ ] / minute
§Voice Response Calls - $[ ] / call
§Manual Shareholder Transactions - $[ ] / event
§Correspondence - $[ ] / event
§Omnibus Account Transaction
§First [ ] transactions - $[ ] / transaction
§Next [ ] transactions - $[ ] / transaction
§Next [ ] transactions - $[ ] / transaction
§Remaining transactions - $[ ] / transaction
§Daily Valuation/Manual 401k Trade $[ ] / trade (purchase and redemption) and an additional $[ ] for each wire out
§NSCC System Interface - $[ ] annually per CUSIP
§Short-Term Trader Reporting
§All rates are monthly -
§[ ] days or less: $[ ] /open account
§[ ] -[ ] days: $[ ] /open account
§[ ] -[ ] days: $[ ] /open account
§[ ] days – [ ] year: $[ ] /open account
§[ ] year – [ ] years: $[ ] open account
§Excessive Trader - $[ ] / year / open account
§12b-1 Aging - $[ ] per account

 

CUSIP Setup

§CUSIP Setup beyond the initial CUSIP - $[ ] per CUSIP
§Expedited CUSIP Setup - $[ ] per CUSIP (Less than [ ] days)

 

Conversion fee

§$[ ] per account

 

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:

Telephone toll-free lines, mailing, sorting and postage, stationery, envelopes, service/data conversion, AML verification services, special reports, record retention, lost shareholder search, disaster recovery charges, ACH fees, Fed wire charges, NSCC activity charges, DST charges, shareholder/dealer print out (daily confirms, investor statements, tax, check printing and writing and commissions), voice response (VRU) maintenance and development, data communication and implementation charges, specialized programming, omnibus conversions, travel, excess history, FATCA and other compliance mailings, electronic document archiving.

 

Additional Services

Additional services not included above shall be mutually agreed upon at the time of the service being added. Digital Investor shareholder e-commerce, FAN Mail electronic data delivery, Vision intermediary e-commerce, client Web data access, recordkeeping application access, programming charges, outbound calling & marketing campaigns, training, cost basis reporting, investor email services, dealer reclaim services, literature fulfillment, money market fund service organizations, charges paid by investors, physical certificate processing, CTI reporting, sales reporting & 22c-2 reporting (MARS), electronic statements (Informa), Fund Source, EConnect Delivery, Shareholder Call review analysis, statement support, Mutual Fund Profile II services, dealer/fund merger events, NAV reprocessing, voluntary state withholdings and additional services mutually agreed upon.

 4 

 

In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).

 

Fees are calculated pro rata and billed monthly.

 

The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed

 

Charges Paid by Investors

 

Shareholder accounts will be charged based upon the type of activity and type of account, including the following:

Qualified Plan Fees

§$[ ] per qualified plan account or Coverdell ESA account (Cap at $[ ] per SSN)
§$[ ] per transfer to successor trustee
§$[ ] per participant distribution (Excluding SWPs)
§$[ ] per refund of excess contribution
§$[ ] per reconversion/recharacterization

 

Additional Shareholder Paid Fees

§$[ ] per outgoing wire transfer or overnight delivery
§$[ ] per telephone exchange
§$[ ] per return check or ACH or stop payment
§$[ ] per statement year requested per account (This fee applies to research requests for statements older than the prior year)

 

Digital Investor

 

Shareholder account access through the internet. Shareholders can securely access account information, conduct financial transactions, and perform account maintenance activities. Electronic document delivery is also available as an adjunct service. Digital Investor includes user interface which caters to a full range of connected devices, including tablets and smart phones. The standard implementation comes with advanced authentication, eCommerce inspired workflows, and a base package of transaction and maintenance functionality.

§Digital Investor
Implementation – $[ ] per fund group
Annual Base Fee – $[ ] per year

Optional features with additional implementation fees and ongoing fees are available. A full feature list and quote is available upon request.

§Activity (Session) Fees:
Inquiry – $[ ] per event
Login Challenge – $[ ] per event
Account Maintenance – $[ ] per event
Transaction – financial transactions, duplicate statement requests, etc. – $[ ] per event
New Account Set-up – $[ ] per event
Bank Verification Attempt – $[ ] per event

 

FAN Mail

 

Financial planner mailbox provides transaction, account and price information to financial planners and small broker/dealers for import into a variety of financial planning software packages.

§Base Fee Per Management Company – file generation and delivery – $[ ] per year
§Per Record Charge
-Rep/Branch/ID – $[ ]
-Dealer – $[ ]
§Price Files – $[ ] per record or $[ ] per user per month, whichever is less

 

Vision Electronic Statement Services

 

Online account access for broker/dealers, financial planners, and RIAs.

 5 

 

[ ] Account inquiry
-Inquiry - $[ ] per event
-Vision ID - $[ ] per month per ID
[ ] Transaction Processing*
-Implementation Fee - $[ ] per Management Company
-Transaction – purchase, redeem, and exchange - $[ ] per event
-Monthly Minimum Charge - $[ ] per month
[ ] Electronic Statements*
-Implementation- $[ ] per fund group
-Load charges-$[ ] per image
-Archive charge (for any image stored beyond [ ] years)-$ [ ] per document

*Vision ID and event charges also apply.

 

Fund Source

 

Client Access to audited fund information, pricing, performance, literature, processing guidelines.

-$[ ] per Month – Unlimited Users

 

Electronic Correspondence

 

Upon consent from shareholder caller, forms and fulfillment pieces can be sent via email through a secured service rather than mailed.

§$[ ] per Email

 

Client Web Data Access

 

U.S. Bank client on-line access to fund and investor data through U.S. Bank technology applications and data delivery and security software. 

§STAT – Statement and Tax Form Storage & Retrieval
-Setup: $[ ] per user
-Support: $[ ] per user per month
§ReportSource – Report and Data File Storage & Retrieval
-Setup: Included in initial fund setup on Transfer Agent system
-$[ ] per user per month beyond 2 users included as part of setup

Additional Data Delivery Services

§Ad Hoc/PowerSelect File Development
-Standard ad-hoc select: $[ ] per file
-Custom coded data for recurring, scheduled delivery: $[ ] per hour consultation and programming development
-Support: $[ ] per file per month for recurring files/reports scheduled for delivery via Report Source.
-Recurring files scheduled for delivery via Report Source.
§Custom Electronic File Exchange (MFS delivery of standard TIP files)
-Setup: $[ ] one-time fee
-Support: $[ ] per file per month
§File Delivery to Alternate Sales Reporting Provider
-Setup: $[ ] one-time fee
-Maintenance Fee: $[ ] per file per month

 

Chat Services

 

§Implementation Fee – $[ ]
§Monthly Fee – $[ ] per month
§Per Chat Fee – $[ ] per chat or $[ ] per minute of chat

 

Outbound Calling & Marketing Campaigns

 

§Cost based on project requirements including hours, data sourcing and reporting.

 

Electronic Form Delivery and Signature Capture

 

§Implementation fee – $[ ] (includes [ ] forms)
§Additional setup fee – $[ ] for each additional form and email template
§Form and fund logo modifications – $[ ] per form, $[ ] per updated Fund Logo
§Monthly minimum fee – $[ ] per month
§Per electronic envelope Fee – $[ ]

 6 

 

Recordkeeping Application Access

 

§Internet VPN – Infrastructure to allow for application accessibility to host systems and file transfers
-$[ ] implementation
-$[ ] per month
§Physical Network – Infrastructure to allow for application accessibility to host systems and file transfers
-Cost varies depending upon location and bandwidth
§TA2000 3270 Emulation (Mainframe Green Screen) – Account inquiry and ability to perform financial transactions or account maintenance depending upon user access.
-$[ ] implementation
-$[ ] per ID per month
§TA2000 Desktop (Graphic User Interface to the TA2000 Mainframe) – Account inquiry and ability to perform financial transactions or account maintenance depending upon user access provisioning.
-$[ ] implementation
-$[ ] per ID per month
§TA2000 SmartDesk (Web Application to TA2000 Mainframe) – Account inquiry only.
-$[ ] implementation
-$[ ] per ID per month
§Automated Work Distributor (AWD) – Image and workflow application.
-$[ ] implementation
-$[ ] per ID per month
§Same Day Cash Management (SDCM) – Fund level transaction and cash reporting.
-$[ ] implementation
-$[ ] per ID per month
§PowerSelect – SQL database used for ad hoc reporting from the shareholder recordkeeping system.
-$[ ] per month

 

Programming Services

 

§$[ ] per hour (subject to change)
§Charges incurred for customized services based upon fund family requirements including but not limited to:
-Fund setup programming (transfer agent system, statements, options, etc.)
-Customized service development
-Voice response system setup (menu selections, shareholder system integration, testing, etc.)
-All other client specific customization and/or development services

 

Cost Basis Reporting

 

Annual reporting of shareholder cost basis for non-fiduciary direct accounts.

§$[ ] per direct open account per year

 

Email Services

 

Services to capture, queue, monitor, service and archive shareholder email correspondence:

§$[ ] setup per fund group
§$[ ] per month administration
§$[ ] per received email correspondence

 

Dealer Reclaim Services

 

Services reclaim fund losses due to the pricing differences for dealer trade adjustments such as between dealer placed trades and cancellations. There will be no correspondence charges related to this service.

§$[ ] per fund group per month

 

CTI Reporting

 

Integrated custom detailed call reporting – $[ ] per monthly report

 

Literature Fulfillment Services

 

§Account Management/Database Administration
-$[ ] per month
-Receiving – $[ ] per SKU
-Order Processing – $[ ] per order
-Skid Storage – $[ ] per month per location
-Disposal – $[ ] per SKU
§Inbound Teleservicing Only
-Account Management – $[ ] per month (OR)
-Call Servicing – $[ ] per call

 7 

 

§

Lead Source Reporting
-$[ ] per month
§Closed Loop Reporting
-Account Management – $[ ] per month
-Database Installation, Setup – $[ ] per fund group
§Miscellaneous Expenses
-Included but not limited to specialized programming, kit and order processing expenses, postage, and printing.

 

Shareholder Call Review Analysis

 

Includes Call Sampling sent securely to client and Reporting of internal representative reviews.

§$[ ] per Month

 

Mutual Fund Profile II Services

 

Initial data review and population as well as ongoing support of information on DTCC’s Mutual Fund Profile II site

§Initial data population: $[ ] for less than [ ] CUSIPS / $[ ] for [ ] CUSIPS or more
§Monthly maintenance: $[ ] per management company
§Additional project fees may apply for events such as fund acquisitions, multiple fund/share class launches, share class charges and other large processing events outside of normal fund activity to be billed at rate of $[ ] hour

 

Physical Certificate Processing

 

Services to support the setup and processing of physical certificated shares for a fund family:

§$[ ] setup per fund group
§$[ ] per certificate transaction

 

Fund Event* Services

 

§Programming & File Delivery – $[ ] /hour
§Project Management/Analysis – $[ ] /hour
§Account Data Retention – $[ ] account/month until purged*
§CUSIP Data Retention – $[ ] /CUSIP/month until purged*

*Fund Event are defined as Fund Liquidations, De-conversions, Mergers, Fully History Conversions (Manual and Systematic) and Non Taxable Reorganizations (into U.S. Bank or out to another Transfer Agent)*FINCEN regulations require account retention for [ ] months following closing. Data is purged the first July after retention requirements have been fulfilled.

 

MARS Sales Reporting & Compliance Services

 

Standard MARS Version 8i Implementation Cost

§ $[  ] – $[  ] MARS Sales Reporting Module, CRM Module or 22c-2 Compliance Module (Includes up to[  ] year of DST/TA2000 data)
Standard MARS Version 8i Products & Services (Monthly fees)
§ $[  ] – $[  ] MARS Sales & Compliance Reporting (Includes [  ] Sales & [  ]  Compliance Users)
§ $[  ] – $[  ] MARS Sales Reporting (Includes [  ]  Sales Users)
§ $[  ] – $[  ] MARS 22c-2 Compliance (Includes [  ] Compliance Users)
§ $[  ] – $[  ] – Enhanced Services*
Includes up to [  ]  hours per month of support services. Basic support includes file import assistance, data scrubbing (cleaning of firm, office and rep information), database query requests, compliance report monitoring/review/analysis, and business requirement analysis. Additional Enhanced Services support can be negotiated.
   
Standard Version 8i System Setup & Implementation Costs (One-time fee)
§ $[  ] – SalesForce.com Integration
§ $[  ] – Custom Data Interface
§ $[  ] – OmniSERV Setup
§ $[  ] – Standard Interface
§ $[  ] – Additional OmniSERV Interface

Standard Version 8i Licenses (Monthly Fee Per User)

§ $[  ] – Sales Reporting
§ $[  ]  – 22c-2 Compliance
§ $[  ]  – CRM
§ $75 – SFDC
 8 

 

Standard Version 8i Products & Services (Monthly Fee)

§ $[  ]  – OmniSERV
§ $[  ]  – Daily Transaction Load from Sales Portal
§ $[  ]  – Monthly Asset Load from Sales Portal
§ $[  ]  – SalesForce.com
Additional Version 8i Products & Services (Quoted Separately)
Albridge Analytics, CFG Fulfillment, Customer/Account Module, Document Management, Exact Target, iPad/iPhone, Mapping Integration, Merrill Lynch (Compliance Only), NSCC DTT Data Line, Profiling, and RIA Monthly Load.
   
MARS Lite Implementation Cost – Eligibility Based on AUM and Transaction Size
§ $[  ] – MARS Lite Base Sales Reporting Only (Includes up to [  ] year of DST/TA2000 data)
MARS Lite Products & Services (Monthly fees based on AUM)
§ $[  ] /month (AUM $[  ] – $[  ])
§ $[  ] /month (AUM $[  ] – $[  ])
§ $[  ] /month (AUM $[  ] – $[  ])
§ $[  ] /month (AUM $[  ] – $[  ])

Once an AUM of $[ ] has been reached, additional fees will be negotiated. After an AUM range is surpassed, the monthly services fee would not decrease regardless of negative fluctuations.

 

Includes Enhanced Services up to [ ] hours per month of support services. Basic support includes file import assistance, data scrubbing (cleaning of firm, office and rep information), database query requests and business requirements analysis.

 

Base includes initial [ ] dealer interfaces. Each additional interface is $[ ] per month.

Storage allocation includes initial [ ] GB of data. Each additional [ ] GB of storage space is $[ ] per month.

No CRM real-time integration. No system access.

 

Additional MARS Lite System Setup & Implementation Costs (One-time fee)

§ $[  ] – Custom Data Interface
§ $[  ] – Standard Interface
§ $[  ] – OmniSERV Interface

 

Any System Upgrades & Enhancements (Quoted separately through a Statement of Work)

 

MARS Training

§ $[  ] /day plus travel and out-of-pocket expenses.
** Any additional costs that may be charged by intermediaries/NSCC for data fees are not included.

 

Informa Shareholder Electronic Statement Services

 

Electronic Confirm Presentation

eCDLY will load shareowner daily confirmations (financial transactions only, does not include maintenance confirmations) and send notification to consented shareowners of a new document to view.

§ Document Loading, Storage, and Access – $[  ] per statement
§ Document Consent Processing, Suppression, and Notification – $[  ] per suppressed statement
§ Development & Implementation of Electronic Confirm Statements – $[  ] initial setup fee
   
Electronic Investor Statement Presentation
eStatements will load shareowner investor statements in a PDF format and send notification to the consented shareowners of a new document to view.
§ Document Loading, Storage, and Access – $[  ] per statement
§ Document Consent Processing, Suppression, and Notification – $[  ] per suppressed statement
§ Development & Implementation of Electronic Investor Statements – $[  ] initial setup fee
   
Electronic Tax Presentation
eTax will load TA2000 tax forms and send notification to the consented shareowners of a new document to view.
§ Document Loading, Storage, and Access – $[  ] per statement
§ Document Consent Processing, Suppression, and Notification – $[  ] per suppressed statement
§ Development & Implementation of Electronic Tax Statements – $[  ] initial setup fee

 

Electronic Compliance Presentation

eCompliance allows consented users to receive an email containing a link to the respective compliance material for each compliance run.

§ Document Consent Processing, Suppression, and Notification – $[  ] per suppressed statement
§ Development & Implementation of Electronic Compliance Documents – $[  ] initial setup fee
 9 

 

Related Digital Investor Fees
§ View Consent Enrollment – $[  ] per transaction
§ Consent Enrollment – $[  ] per transaction
§ View Statements – $[  ] per view
   
Notes:
§ Statements presented as PDF documents
§ Statements will be loaded for all accounts, regardless of consent
§ [  ]  year minimum term
§ Storage for [  ]  years included in Document Loading, Storage and Access fee.  Archive fee of $[  ] per document per year for [  ]  years and greater, if desired
Digital Investor customization charges apply

 10 

 

Exhibit D-2 to the

Transfer Agent Servicing Agreement

 

Fee Schedule for each ETF Series

 

Base Fee for Accounting, Administration and Transfer Agent Services

 

The following reflects the greater of the basis point fee or annual minimum for series of the Fund Complex

 

Annual Minimum per Fund Basis Points on Company AUM
Waived [  ] basis points on the first $[  ]
  [  ] basis points on the next $[  ]
  [  ] basis points on the next $[  ]
  [  ] basis points on the balance

 

Accounting, Administration, Transfer Agent Services in addition to the Base Fee Pricing Services

 

For daily pricing of each securities (estimated [ ] pricing days annually)

$[ ] - Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Mutual Funds, ETFs
$[ ] - Domestic Corporates, Domestic Convertibles, Domestic Governments, Domestic Agencies, Mortgage Backed, Municipal Bonds
$[ ] - CMOs, Money Market Instruments, Foreign Corporates, Foreign Convertibles, Foreign Governments, Foreign Agencies, Asset Backed, High Yield
$[ ] - Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps
$[ ] - Bank Loans
$[ ] - Swaptions
$[ ] - Credit Default Swaps
$[ ] per Month Manual Security Pricing (>[ ] per day)

 

Fair Value Services (Charged at the Complex Level

$[ ] per security on the First [ ] Securities
$[ ] per security on the Balance of Securities

 

NOTE: Prices are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees. All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.

 

Corporate Action Services

 

Fee for IDC data used to monitor corporate actions

$[ ] per Foreign Equity Security per Month
$[ ] per Domestic Equity Security per Month

 

Factor Services (security paydown factor data)

 

$[ ] per CMOs, Asset Backed, Mortgage Backed Security per Month
 11 

 

Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)

 

$[ ] per security per month for fund administrative

 

Miscellaneous Expenses

·All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: Portfolio Composition File (PCF) management services, SWIFT processing, customized reporting, third-party data provider costs (including GICS, MSCI, Lipper, etc.), postage, stationary, programming, special reports, proxies, insurance, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, expenses related to and including travel to and from Board of Director meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary), and travel related costs.

 

·Additional services not included above shall be mutually agreed upon at the time of the service being added. In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).

 

Fees are calculated pro rata and billed monthly

 12 

 

EIGHTH AMENDMENT TO THE

THE RBB FUND TRUST

FUND ACCOUNTING SERVICING AGREEMENT

 

THIS AMENDMENT, effective as of the date of the last date in the signature block, to the Fund Accounting Servicing Agreement, dated as of October 22, 2015, as amended (the “Agreement”), is entered into by and between THE RBB FUND TRUST (f/k/a PENN Capital Funds Trust), a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC d/b/a/U.S. Bank Global Fund Services, a Wisconsin limited liability company (“Fund Services”).

 

RECITALS

 

WHEREAS, the parties have entered into the Agreement; and

 

WHEREAS, the parties desire to amend the Agreement to update the Trust’s name to The RBB Fund Trust; and

 

WHEREAS, the Trust has issued shares of beneficial interest of its series that are open end mutual funds (each, a “Mutual Fund Series”) and exchange-traded funds (each, an “ETF Series”); and

 

WHEREAS, the parties desire to update the list of funds on Exhibit A to the Agreement; and

 

WHEREAS, the parties desire to amend the Agreement to update the fee schedule so that the Custodian will be compensated in accordance with the fee schedule set forth on Exhibit B-1 for Mutual Fund Series and Exhibit B-2 for ETF Series; and

 

WHEREAS, Section 15 of the Agreement allows for its amendment by a written instrument executed by both parties.

 

NOW, THEREFORE, the parties agree as follows:

 

1.Exhibit A is hereby superseded and replaced with Exhibit A attached hereto.

 

2.Exhibit B is hereby superseded and replaced with Exhibit B-1 for Mutual Fund Series and Exhibit B-2 for ETF Series attached hereto.

 

3.Except to the extent amended hereby, the Agreement shall remain in full force and effect.

 

SIGANTURES ON NEXT PAGE

   

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the last date on the signature block.

 

THE RBB FUND TRUST   U.S. BANCORP FUND SERVICES, LLC
           
By: /s/ James G. Shaw   By: /s/ Jason Hadler  
Name: James G. Shaw   Name: Jason Hadler  
Title: CFO, COO & Secretary   Title:   Senior Vice President  
Date: 12/6/2022   Date: 12/7/2022  
 2 

 

EXHIBIT A to the Fund Accounting Servicing Agreement

Separate Series of The RBB Fund Trust

 

Name of Series

 

Penn Capital Floating Rate Income Fund

Penn Capital Mid Cap Core Fund

Penn Capital Opportunistic High Income Fund

Penn Capital Short Duration High Income Fund

Penn Capital Special Situations Small Cap Equity Fund

Element EV & Solar Battery Materials (Lithium, Nickel, Copper, Cobalt) Futures ETF

P/E Global Enhanced International Fund

Evermore Global Value Fund

Torray Fund

   

 

Exhibit B-1 to the Fund Accounting Servicing Agreement

 

FUND ACCOUNTING, FUND ADMINISTRATION & PORTFOLIO COMPLIANCE AND CCO SUPPORT SERVICES FEE SCHEDULE AT July 2022

 

Annual Fee Based Upon Average Net Assets Per Fund*

[ ] basis points on the first $[ ]

[ ] basis points on the next $[ ]

[ ] basis points on the next $[ ]

[ ] basis points on the balance

 

Minimum annual fee: $[ ] year

 

Services Included in Annual Fee Per Fund

Daily Performance Reporting - Daily pre- and post-tax fund and/or sub-advisor performance reporting.
Advisor Information Source - On-line access to portfolio management and compliance information.
Fund Services Legal Administration (e.g., registration statement update)
Section 15(c) reporting
Electronic Board book portal (BookMark)
   

 

FUND ACCOUNTING ADDITIONAL SERVICES FEE SCHEDULE

 

Data Services

 

Pricing Services

 

§$[ ] – Domestic Equities, Options, ADRs, Foreign Equities, ,
§$[ ] – Domestic Corporates, Domestic Convertibles, Domestic Governments, Domestic Agencies, Futures, Options on Futures, Forwards, Currency Rates, Mortgage Backed,
§$[ ] – CMOs, Municipal Bonds, Money Market Instruments, Foreign Corporates, Foreign Convertibles, Foreign Governments, Foreign Agencies, Asset Backed, High Yield
§$[ ] – Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps
§$[ ] – Bank Loans
§$[ ] – Swaptions
§$[ ] – Credit Default Swaps
§$[ ] per Month Manual Security Pricing (>[ ] per day)

 

Fair Value Services (Charged at the Complex Level)

§$[ ] per security on the First [ ] Securities
§$[ ] per security on the Balance of Securities

 

NOTE: Prices above are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change.  Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees. 

 

Corporate Action and Factor Services (security paydown)

 

§$[ ] per Foreign Equity Security per Month
§$[ ] per Domestic Equity Security per Month

 

Factor Services (security paydown factor data)

§$[ ] per CMOs, Asset Backed, Mortgage Backed Security per Month

 

Third Party Administrative Data Charges (descriptive data for each security)

§$[ ] per security per month for fund administrative

 

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:

Fair Value Services, SWIFT processing, customized reporting, third-party data provider costs (including Bloomberg, S&P, Moody’s, Morningstar GICS, MSCI, Lipper, etc.), postage, stationery, programming, special reports, proxies, insurance, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary) and travel related costs.

 2 

 

Additional Services

Additional services not included above shall be mutually agreed upon at the time of the service being added. Additional legal administration (e.g., subsequent new fund launch), daily compliance testing, Section 18 compliance testing, Section 15(c) reporting, equity & fixed income attribution reporting, and additional services mutually agreed upon.

In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).

 

Fees are calculated pro rata and billed monthly

   

 

Exhibit B-2 to the

Fund Accounting Servicing Agreement

 

Fee Schedule for each ETF Series

 

Base Fee for Accounting, Administration and Transfer Agent Services

 

The following reflects the greater of the basis point fee or annual minimum for series of the Fund Complex

 

Annual Minimum per Fund Basis Points on Company AUM
Waived [  ] basis points on the first $[  ]
  [  ] basis points on the next $[  ]
  [  ] basis points on the next $[  ]
  [  ] basis points on the balance

 

Accounting, Administration, Transfer Agent Services in addition to the Base Fee Pricing Services

For daily pricing of each securities (estimated [ ] pricing days annually)

$[  ] - Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Mutual Funds, ETFs
$[  ] - Domestic Corporates, Domestic Convertibles, Domestic Governments, Domestic Agencies, Mortgage Backed, Municipal Bonds
$[  ] - CMOs, Money Market Instruments, Foreign Corporates, Foreign Convertibles, Foreign Governments, Foreign Agencies, Asset Backed, High Yield
$[  ] - Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps
$[  ] - Bank Loans
$[  ] - Swaptions
$[  ] - Credit Default Swaps
$[  ] per Month Manual Security Pricing (>[ ] per day)

 

Fair Value Services (Charged at the Complex Level

$[  ] per security on the First [ ] Securities
$[  ] per security on the Balance of Securities

 

NOTE: Prices are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees. All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.

 

Corporate Action Services

 

Fee for IDC data used to monitor corporate actions

$[  ] per Foreign Equity Security per Month
$[  ] per Domestic Equity Security per Month
 2 

 

Factor Services (security paydown factor data)

 

$[  ] per CMOs, Asset Backed, Mortgage Backed Security per Month

 

Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)

 

$[  ] per security per month for fund administrative

 

Miscellaneous Expenses

·All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: Portfolio Composition File (PCF) management services, SWIFT processing, customized reporting, third-party data provider costs (including GICS, MSCI, Lipper, etc.), postage, stationary, programming, special reports, proxies, insurance, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, expenses related to and including travel to and from Board of Director meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary), and travel related costs.

 

·Additional services not included above shall be mutually agreed upon at the time of the service being added. In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).

 

Fees are calculated pro rata and billed monthly

 3 

 

 

Faegre Drinker Biddle & Reath LLP

One Logan Square

Suite 2000

Philadelphia, PA 19103-6996

Telephone: (215) 988-2700

 

December 9, 2022

 

The RBB Fund Trust

615 East Michigan Street

Milwaukee, WI 53202

 

  Re: Shares Registered by Post-Effective Amendment No. 28 to
    Registration Statement on Form N-1A (File No. 333-200168)

 

Ladies and Gentlemen:

 

We have acted as counsel to The RBB Fund Trust, a Delaware statutory trust (the “Trust”), in connection with the preparation and filing with the Securities and Exchange Commission of Post-Effective Amendment No. 28 (the “Amendment”) to the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended, to register shares of beneficial interest (the “Shares”) in the Torray Fund (the “Fund’), a new series of the Trust. The Board of Trustees of the Trust has authorized the issuance and sale by the Trust of an unlimited number of Shares of the Fund.

 

We have reviewed the Trust’s Amended and Restated Agreement and Declaration of Trust, By-Laws, as amended, resolutions of its Board of Trustees, and such other legal and factual matters as we have deemed appropriate. This opinion is based exclusively on the Delaware Statutory Trust Act and the federal law of the United States of America.

 

Based upon and subject to the foregoing, it is our opinion that the Shares, when issued for payment as described in the Trust’s Prospectus offering the Shares and in accordance with the Trust’s Amended and Restated Agreement and Declaration of Trust, will be legally issued, fully paid and non-assessable by the Trust.

 

We consent to the filing of this opinion as an exhibit to the Amendment to the Trust’s Registration Statement.

 

  Very truly yours,
   
  /s/ Faegre Drinker Biddle & Reath LLP
  Faegre Drinker Biddle & Reath LLP

   

 

CONSENT OF COUNSEL

 

We hereby consent to the use of our name and to the reference to our Firm under the captions “Legal Counsel” in the Prospectus and “Other Service Providers – Fund Counsel” in the Statement of Additional Information that are included in Post-Effective Amendment Nos. 28/31 to the Registration Statement (File Nos. 333-200168 and 811-23011) on Form N-1A of The RBB Fund Trust, under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, respectively. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

 

  /s/ Faegre Drinker Biddle & Reath LLP
  FAEGRE DRINKER BIDDLE & REATH LLP
Philadelphia, Pennsylvania  
December 9, 2022  
   

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the references to our firm in the Registration Statement on Form N-1A of the Torray Fund, a series of The RBB Fund Trust (the “Successor Fund”), and to the use of our report dated March 1, 2022 on the financial statements and financial highlights of The Torray Fund (the “Predecessor Fund”). Such financial statements and financial highlights appear in the December 31, 2021 Annual Report to Shareholders of the Predecessor Fund, which is incorporated by reference into the Successor Fund’s Registration Statement.

 

 
   
  BBD, LLP
   
Philadelphia, Pennsylvania  
December 9, 2022  
   

 

 

PURCHASE AGREEMENT

 

The RBB Fund Trust (the “Trust”), a Delaware statutory trust, and Torray LLC (“Torray”), intending to be legally bound, hereby agree with each other as follows:

 

1.  The Trust hereby offers Torray and Torray hereby purchases one (1) share (the “Share”) of the Torray Fund (the “Fund”) at price per Share equivalent to the net asset value per Share of the Fund as determined on December 8, 2022.

 

2.  The Trust hereby acknowledges receipt from Torray of funds in the amount of $10 in full payment for the Share.

 

3.  Torray represents and warrants to the Trust that the Share is being acquired for investment purposes and not with a view to the distribution thereof.

 

4.  This Agreement may be executed in counterparts, and all such counterparts taken together shall be deemed to constitute one and the same instrument.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of December 8, 2022.

 

  THE RBB FUND TRUST
     
  By:  
  Name: James G. Shaw
  Title Chief Financial Officer, Chief Operating Officer and Secretary
     
  TORRAY LLC  
     
  By:  
  Name:  
  Title: