25794 Federal Register / Vol. 73, No. 89 / Wednesday, May 7, 2008 / Notices 

1The RBB Fund, Inc. and Abundance 

Technologies, Inc., Investment Company Act 

Release Nos. 27749 (Mar. 8, 2007) (notice) and 

27775 (Apr. 3, 2007) (order). 

2All Funds of Funds that currently intend to rely 

on the Amended Order are named as applicants. 

Any other investment company that relies on the 

Amended Order in the future will comply with the 

terms and conditions of the Amended Order. 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–28260; 812–13496] 

The RBB Fund, Inc. and Abundance 

Technologies, Inc.; Notice of 

Application 

April 30, 2008. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application to amend 

a prior order under section 12(d)(1)(J) of 

the Investment Company Act of 1940 

(‘‘Act’’) granting an exemption from 

sections 12(d)(1)(A) and (B) of the Act 

and under sections 6(c) and 17(b) of the 

Act granting an exemption from section 

17(a) of the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order (‘‘Amended Order’’) 

that would amend a prior order that 

permits certain series of a registered 

open-end management investment 

company advised by Abundance 

Technologies, Inc. (the ‘‘Funds of 

Funds’’) to acquire shares of other 

registered open-end management 

investment companies and unit 

investment trusts (‘‘UITs’’) (collectively, 

the ‘‘Underlying Funds’’) that are 

outside the same group of investment 

companies as the Funds of Funds 

(‘‘Prior Order’’).1 The Amended Order 

would amend a condition of the Prior 

Order to permit Funds of Funds to 

invest in Underlying Funds that serve as 

feeder funds in a master-feeder structure 

in reliance on section 12(d)(1)(E) of the 

Act. 

APPLICANTS: The RBB Fund, Inc. (the 

‘‘Company’’) and Abundance 

Technologies, Inc. (the ‘‘Adviser’’). 

FILING DATES: The application was filed 

on February 7, 2008. Applicants have 

agreed to file an amendment during the 

notice period, the substance of which is 

reflected in this notice. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the application will be 

issued unless the Commission orders a 

hearing. Interested persons may request 

a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on May 27, 2008, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit, or for lawyers, a certificate of 

service. Hearing requests should state 

the nature of the writer’s interest, the 

reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F 

Street, NE., Washington, DC 20549–

1090; Applicants, The RBB Fund, Inc., 

103 Bellevue Parkway, Wilmington, DE 

19809 and Abundance Technologies, 

Inc., 3700 Park 42 Drive, Suite 105A, 

Cincinnati, OH 42141. 

FOR FURTHER INFORMATION CONTACT: Jean 

E. Minarick, Senior Counsel, at (202) 

551–6811, or Janet M. Grossnickle, 

Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Office of Investment Company 

Regulation). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained for a fee at the Public 

Reference Desk, U.S. Securities and 

Exchange Commission, 100 F Street, 

NE., Washington DC 20549–1520 

(telephone (202) 551–5850). 

Applicants’ Representations 

1. On April 3, 2007, the Commission 

issued the Prior Order to the Company, 

a registered open-end management 

investment company, and the Adviser, a 

registered investment adviser, under 

section 12(d)(1)(J) of the Act granting an 

exemption from sections 12(d)(1)(A) and 

(B) of the Act and under sections 6(c) 

and 17(b) of the Act granting an 

exemption from section 17(a) of the Act. 

The Prior Order permits the Funds of 

Funds to acquire shares of Underlying 

Funds that are not part of the same 

‘‘group of investment companies’’ as 

defined in section 12(d)(1)(G)(ii) of the 

Act as the Funds of Funds (the 

‘‘Underlying Funds’’) and the 

Underlying Funds to sell such shares to 

the Funds of Funds.2

2. Condition 12 in the Prior Order 

provides that an Underlying Fund will 

not acquire securities of any investment 

company or company relying on section 

3(c)(1) or 3(c)(7) of the Act in excess of 

the limits contained in section 

12(d)(1)(A) of the Act, subject to certain 

exceptions relating to reorganizations of 

portfolio companies, cash management 

and interfund lending. Applicants seek 

to modify condition 12 to permit the 

Funds of Funds to acquire shares of 

Underlying Funds that operate as feeder 

funds in a master-feeder structure in 

reliance on section 12(d)(1)(E) of the Act 

and are in the same ‘‘group of 

investment companies’’ as their 

corresponding master funds. Applicants 

argue that a master-feeder arrangement 

would not result in an overly complex 

structure because it is entirely 

transparent. Applicants submit that an 

investment in an Underlying Fund that 

operates as a feeder fund would be no 

different than investing in one that does 

not use a master-feeder arrangement. 

Applicants’ Condition 

Applicants agree that any order 

granting the requested relief will be 

subject to the conditions in the Prior 

Order except that Condition 12 of the 

Prior Order will be modified to read as 

follows: 

12. No Underlying Fund will acquire 

securities of any other investment 

company or company relying on section 

3(c)(1) or 3(c)(7) of the Act in excess of 

the limits contained in section 

12(d)(1)(A) of the Act, except to the 

extent that such Underlying Fund: (a) 

Acquires such securities in compliance 

with section 12(d)(1)(E) of the Act; (b) 

receives securities of another 

investment company as a dividend or as 

a result of a plan of reorganization of a 

company (other than a plan devised for 

the purpose of evading section 12(d)(1) 

of the Act); or (c) acquires (or is deemed 

to have acquired) securities of another 

investment company pursuant to 

exemptive relief from the Commission 

permitting such Underlying Fund to: (i) 

Acquire securities of one or more 

investment companies for short-term 

cash management purposes, or (ii) 

engage in interfund borrowing and 

lending transactions. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E8–10015 Filed 5–6–08; 8:45 am] 

BILLING CODE 8010–01–P 


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