RBB Fund, Inc. has initiated a significant change in its investment management structure by filing a preliminary proxy statement to seek shareholder approval for a new investment advisory agreement with Emerald Mutual Fund Advisers Trust. This filing, dated November 2, 2026, comes in light of F/m Investments LLC's impending resignation as the investment adviser for the Funds, following its acquisition by T. Rowe Price Group, Inc.

The approval of this new advisory agreement is crucial for the continuity of fund management. It aims to ensure that the F/m Emerald Life Sciences Innovation ETF and the F/m Emerald Special Situations ETF continue to operate without disruption. Notably, the proposed agreement does not alter the investment strategies, total advisory fees, or portfolio managers of the funds.

Background

RBB Fund, Inc. is an investment company based in Milwaukee, Wisconsin, incorporated in Maryland. It operates under the SEC Act of 1934 and has been involved in various filings, including the recent preliminary proxy statement. The company manages two primary funds: the F/m Emerald Life Sciences Innovation ETF and the F/m Emerald Special Situations ETF.

What the Filing Says

The preliminary proxy statement outlines the upcoming special shareholder meeting scheduled for December 2026, where shareholders will vote on two key proposals. The first proposal seeks approval of the new investment advisory agreement with Emerald, which will replace the current agreement with F/m. The second proposal involves the utilization of a manager of managers exemptive order, allowing for more flexible management of sub-advisory agreements in the future.

According to the filing, "The Board recommends that you vote in favor of the Proposals." This indicates a strong endorsement from the Board of Directors, which includes independent members who are not considered interested parties under the Investment Company Act of 1940.

Impact

This change may significantly affect the shareholders of the F/m Emerald Life Sciences Innovation ETF and the F/m Emerald Special Situations ETF. The transition to Emerald as the new investment adviser is expected to maintain the current management structure, ensuring that there is no disruption in the investment process. Shareholders are encouraged to participate in the voting process to ensure their interests are represented.

What's Next

Following the filing of the preliminary proxy statement, the next step involves the upcoming shareholder meeting where the proposals will be voted on. If the proposals are approved, the new advisory agreement will take effect, ensuring continuity in fund management. If not approved, an interim advisory agreement will be in place for a limited time while further actions are determined.

Details were not available in the SEC filing regarding the specific date of the shareholder meeting or the final voting process.