Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, PA 19103-6996
(215) 988-2700 (Phone)
(215) 988-2757 (Facsimile)
www.drinkerbiddle.com
October 6, 2014
VIA EDGAR CORRESPONDENCE
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attention: Valerie Lithotomas
Re: The RBB Fund, Inc. (Registration No. 33-20827/811-5518) —
Response to Examiner Comments on Preliminary Proxy Materials
Dear Ms. Lithotomas:
This letter responds to your comments on the above-referenced Preliminary Proxy Materials filed on September 25, 2014 in connection with a Special Meeting of Shareholders of the Abbey Capital Futures Strategy Fund (the “Fund”) of The RBB Fund, Inc. (the “Company”) being held to approve a new trading advisory agreement among Abbey Capital Limited (the “Adviser”), Revolution Capital Management LLC and Abbey Capital Offshore Limited, a subsidiary of the Fund, and to transact such other business as may properly come before the meeting or any adjournment thereof.
1. Comment: Please supplementally confirm that the material terms of the prior trading advisory agreement and new trading advisory agreement are identical.
Response: Registrant confirms that the material terms of the prior trading advisory agreement and the new trading advisory agreement are identical.
2. Comment: Please confirm that the current contractual expense limitation agreement in effect between the Fund and the Adviser will not change upon approval of the new trading advisory agreement.
Response: Registrant confirms that the current contractual expense limitation agreement in effect between the Fund and the Adviser will not change upon approval of the new trading advisory agreement.
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