M&A - RBB FUND, INC.

Form Type: 497

Filing Date: 2025-03-12

Corporate Action: Merger

Type: New

Accession Number: 000139834425005432

Filing Summary: On March 12, 2025, RBB Fund, Inc. announced a proposed reorganization involving the Chestnut Street Exchange Fund. This includes acquiring the Fund's assets and assuming its liabilities in exchange for shares of a newly created series, SGI Enhanced Market Leaders ETF. The reorganization aims to maintain similar annual operating expenses and is designed to qualify as a tax-free reorganization under federal income tax purposes. Partners of the Chestnut Street Exchange Fund are entitled to vote on this proposal during a Special Meeting scheduled for April 9, 2025. The Board recommends voting in favor of the Reorganization Agreement, emphasizing the exchange of Fund shares for those in the Acquiring Fund, thereby liquidating and dissolving the Chestnut Street Exchange Fund upon approval.

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Form Type: N-14/A

Filing Date: 2025-03-06

Corporate Action: Merger

Type: New

Accession Number: 000139834425004999

Filing Summary: On March 6, 2025, RBB Fund, Inc. filed a registration statement regarding the proposed reorganization of the Chestnut Street Exchange Fund into a newly created series of RBB Fund, Inc., termed SGI Enhanced Market Leaders ETF. This reorganization entails the acquisition and management of assets from the Chestnut Street Exchange Fund, where partners will receive shares of the SGI Enhanced Market Leaders ETF in exchange for their shares in the Target Fund. The transaction is designed to qualify as a tax-free reorganization under federal income tax laws, and it aims to maintain similar total annual operating expenses. A Special Meeting of Partners is scheduled for April 8, 2025, to vote on this agreement. Shareholders are encouraged to review the proxy materials and participate in the voting process, as approval is required for the reorganization to proceed. Once the reorganization is effective, shares of the Acquiring Fund will be publicly traded as an ETF on the stock exchange, offering shares that can be bought and sold at market prices, contingent upon partner approval and satisfaction of closing conditions.

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Form Type: N-14

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000139834425000601

Filing Summary: The document outlines a proposed merger involving The RBB Fund, Inc., which seeks to acquire assets from the Chestnut Street Exchange Fund through a reorganization into the SGI Enhanced Market Leaders ETF. This transaction aims to provide existing partners with shares in the newly formed ETF while liquidating the Chestnut Street Exchange Fund. The merger is presented as a tax-free reorganization under federal income tax law. A Special Meeting of Partners is scheduled to obtain approval for the merger, with details on how partners can vote provided. The document explains the implications for partners, including how the transition will occur, how shares will be distributed, and what steps partners need to take to prepare for the reorganization. It emphasizes the importance of voting in favor of the merger and details on how to do so via multiple methods. Lastly, it discusses the management of the newly formed ETF and contrasts its operational dynamics with the existing Target Fund, highlighting changes in investment strategies and potential risks associated with the transition.

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