THE RBB FUND, INC.
ARTICLES SUPPLEMENTARY
THE RBB FUND, INC., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: In accordance with the requirements of Section 2-208 of the Maryland General Corporation Law, and under a power contained in the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”) adopted resolutions classifying an aggregate of 300,000,000 authorized but unclassified and unissued shares of common stock, par value $.001 per share (the “Common Stock”), of the Corporation as follows:
| 1. | Class DDDDDDD. 100,000,000 shares of authorized but unclassified and unissued shares of Common Stock (the “Undesignated Common Stock”) are hereby classified and designated as Class DDDDDDD shares of Common Stock representing interests in the SGI Peak Growth Fund. |
| 2. | Class EEEEEEE. 100,000,000 shares of the Undesignated Common Stock are hereby classified and designated as Class EEEEEEE shares of Common Stock representing interests in the SGI Prudent Growth Fund. |
| 3. | Class FFFFFFF. 100,000,000 shares of the Undesignated Common Stock are hereby classified and designated as Class FFFFFFF shares of Common Stock representing interests in the SGI Conservative Fund. |
SECOND: A description of the shares so classified with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption as set or changed by the Board of Directors is as set forth in Article VI, Section (6) of the Corporation’s Articles of Incorporation and as set forth elsewhere in the Charter with respect to stock of the Corporation generally, and as follows:
1. To the full extent permitted by applicable law, the Corporation may, without the vote of the shares of any class of capital stock of the Corporation then outstanding and if so determined by the Board of Directors:
(A)(1) sell and convey the assets belonging to Class DDDDDDD, Class EEEEEEE, and Class FFFFFFF (each a “Class”) to another trust or corporation that is a management investment company (as defined in the Investment Company Act of 1940, as amended) and is organized under the laws of any state of the United States for consideration, which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent, belonging to such Class and which may include securities issued by such trust or corporation. Following such sale and conveyance, and after making provision for the payment of any liabilities belonging to such Class that are not assumed by the purchaser of the assets belonging to such Class, the Corporation may, at its option, redeem all outstanding shares of such Class at the net asset value thereof as determined by the Board of Directors in accordance with the provisions of applicable law, less such redemption fee or other charge, if any, as may be fixed by resolution of the Board of Directors. Notwithstanding any other provision of the Charter to the contrary, the redemption price may be paid in any combination of cash or other assets belonging to such Class, including but not limited to the distribution of the securities or other consideration received by the Corporation for the assets belonging to such Class upon such conditions as the Board of Directors deems, in its sole discretion, to be appropriate and consistent with applicable law and the Charter;
(2) sell and convert the assets belonging to a Class into money and, after making provision for the payment of all obligations, taxes and other liabilities, accrued or contingent, belonging to such Class, the Corporation may, at its option, redeem all outstanding shares of such Class at the net asset value thereof as determined by the Board of Directors in accordance with the provisions of applicable law, less such redemption fee or other charge, if any, as may be fixed by resolution of the Board of Directors upon such conditions as the Board of Directors deems, in its sole discretion, to be appropriate and consistent with applicable law and the Charter; or
(3) combine the assets belonging to a Class with the assets belonging to any one or more other classes of capital stock of the Corporation if the Board of Directors reasonably determines that such combination will not have a material adverse effect on the stockholders of any class of capital stock of the Corporation participating in such combination. In connection with any such combination of assets, the shares of each Class then outstanding may, if so determined by the Board of Directors, be converted into shares of any other class or classes of capital stock of the Corporation with respect to which conversion is permitted by applicable law, or may be redeemed, at the option of the Corporation, at the net asset value thereof as determined by the Board of Directors in accordance with the provisions of applicable law, less such redemption fee or other charge, or conversion cost, if any, as may be fixed by resolution of the Board of Directors upon such conditions as the Board of Directors deems, in its sole discretion, to be appropriate and consistent with applicable law and the Charter. Notwithstanding any other provision of these Articles Supplementary or the Charter to the contrary, any redemption price, or part thereof, paid pursuant to this section may be paid in shares of any other existing or future class or classes of capital stock of the Corporation;
(B) provide that all shares of a Class now or hereafter authorized shall be subject to redemption and redeemable at the option of the holder thereof in accordance with and pursuant to procedures or methods prescribed or approved by the Board of Directors and, if so determined by the Board of Directors, shall be redeemable only in aggregations of such number of shares and on such days as may be determined by, or determined pursuant to procedures or methods prescribed by or approved by, the Board of Directors from time to time; and
| -2- |
(C) without limiting the foregoing, at its option, redeem shares of a Class for any other reason if the Board of Directors has determined that it is in the best interest of the Corporation to do so. Any such redemption shall be at the net asset value of such shares of such Class being redeemed less such redemption fee or other charge, if any, as may be fixed by resolution of the Board of Directors and shall be made and effective upon such terms and in accordance with procedures approved by the Board of Directors at such time.
2. The shares of Class DDDDDDD, Class EEEEEEE, and Class FFFFFFF Common Stock will be issued without stock certificates.
THIRD: The shares aforesaid have been duly classified by the Board of Directors under the authority contained in the Charter. The aggregate number of authorized shares of stock of the Corporation is not changed by these Articles Supplementary.
FOURTH: Immediately after the classification of shares of Undesignated Common Stock as shares of Class DDDDDDD, Class EEEEEEE, and Class FFFFFFF Common Stock:
(a) the Corporation has the authority to issue 100,000,000,000 shares of its Common Stock, par value $.001 per share, and the aggregate par value of all the shares of all classes is $100,000,000; and
(b) the number of authorized shares of each class of Common Stock is as follows:
| Class A | - | 100,000,000 |
| Class B | - | 100,000,000 |
| Class C | - | 100,000,000 |
| Class D | - | 100,000,000 |
| Class E | - | 500,000,000 |
| Class F | - | 500,000,000 |
| Class G | - | 500,000,000 |
| Class H | - | 500,000,000 |
| Class I | - | 1,500,000,000 |
| Class J | - | 500,000,000 |
| Class K | - | 500,000,000 |
| Class L | - | 1,500,000,000 |
| Class M | - | 500,000,000 |
| Class N | - | 500,000,000 |
| Class O | - | 500,000,000 |
| Class P | - | 100,000,000 |
| Class Q | - | 100,000,000 |
| Class R | - | 500,000,000 |
| Class S | - | 500,000,000 |
| -3- |
| Class T | - | 500,000,000 |
| Class U | - | 500,000,000 |
| Class V | - | 500,000,000 |
| Class W | - | 100,000,000 |
| Class X | - | 50,000,000 |
| Class Y | - | 50,000,000 |
| Class Z | - | 50,000,000 |
| Class AA | - | 50,000,000 |
| Class BB | - | 50,000,000 |
| Class CC | - | 50,000,000 |
| Class DD | - | 100,000,000 |
| Class EE | - | 100,000,000 |
| Class FF | - | 50,000,000 |
| Class GG | - | 50,000,000 |
| Class HH | - | 50,000,000 |
| Class II | - | 100,000,000 |
| Class JJ | - | 100,000,000 |
| Class KK | - | 100,000,000 |
| Class LL | - | 100,000,000 |
| Class MM | - | 100,000,000 |
| Class NN | - | 100,000,000 |
| Class OO | - | 100,000,000 |
| Class PP | - | 100,000,000 |
| Class QQ | - | 100,000,000 |
| Class RR | - | 100,000,000 |
| Class SS | - | 100,000,000 |
| Class TT | - | 100,000,000 |
| Class UU | - | 100,000,000 |
| Class VV | - | 100,000,000 |
| Class WW | - | 100,000,000 |
| Class YY | - | 100,000,000 |
| Class ZZ | - | 100,000,000 |
| Class AAA | - | 100,000,000 |
| Class BBB | - | 100,000,000 |
| Class CCC | - | 100,000,000 |
| Class DDD | - | 100,000,000 |
| Class EEE | - | 100,000,000 |
| Class FFF | - | 100,000,000 |
| Class GGG | - | 100,000,000 |
| Class HHH | - | 100,000,000 |
| Class III | - | 100,000,000 |
| Class JJJ | - | 100,000,000 |
| Class KKK | - | 100,000,000 |
| Class LLL | - | 100,000,000 |
| Class MMM | - | 100,000,000 |
| Class NNN | - | 100,000,000 |
| -4- |
| Class OOO | - | 100,000,000 |
| Class PPP | - | 100,000,000 |
| Class QQQ | - | 2,500,000,000 |
| Class RRR | - | 2,500,000,000 |
| Class SSS | - | 100,000,000 |
| Class TTT | - | 50,000,000 |
| Class UUU | - | 50,000,000 |
| Class VVV | - | 50,000,000 |
| Class WWW | - | 50,000,000 |
| Class XXX | - | 100,000,000 |
| Class YYY | - | 100,000,000 |
| Class ZZZ | - | 100,000,000 |
| Class AAAA | - | 50,000,000,000 |
| Class BBBB | - | 700,000,000 |
| Class CCCC | - | 700,000,000 |
| Class DDDD | - | 700,000,000 |
| Class EEEE | - | 100,000,000 |
| Class FFFF | - | 100,000,000 |
| Class GGGG | - | 100,000,000 |
| Class HHHH | - | 100,000,000 |
| Class IIII | - | 100,000,000 |
| Class JJJJ | - | 100,000,000 |
| Class KKKK | - | 100,000,000 |
| Class LLLL | - | 100,000,000 |
| Class MMMM | - | 100,000,000 |
| Class NNNN | - | 100,000,000 |
| Class OOOO | - | 100,000,000 |
| Class PPPP | - | 100,000,000 |
| Class QQQQ | - | 100,000,000 |
| Class RRRR | - | 100,000,000 |
| Class SSSS | - | 100,000,000 |
| Class TTTT | - | 100,000,000 |
| Class UUUU | - | 100,000,000 |
| Class VVVV | - | 100,000,000 |
| Class WWWW | - | 100,000,000 |
| Class XXXX | - | 100,000,000 |
| Class YYYY | - | 100,000,000 |
| Class ZZZZ | - | 100,000,000 |
| Class AAAAA | - | 100,000,000 |
| Class BBBBB | - | 750,000,000 |
| Class CCCCC | - | 100,000,000 |
| Class DDDDD | - | 100,000,000 |
| Class EEEEE | - | 100,000,000 |
| Class FFFFF | - | 100,000,000 |
| Class GGGGG | - | 100,000,000 |
| Class HHHHH | - | 100,000,000 |
| -5- |
| Class IIIII | - | 100,000,000 |
| Class JJJJJ | - | 100,000,000 |
| Class KKKKK | - | 300,000,000 |
| Class LLLLL | - | 100,000,000 |
| Class MMMMM | - | 100,000,000 |
| Class NNNNN | - | 100,000,000 |
| Class OOOOO | - | 100,000,000 |
| Class PPPPP | - | 100,000,000 |
| Class QQQQQ | - | 100,000,000 |
| Class RRRRR | - | 100,000,000 |
| Class SSSSS | - | 100,000,000 |
| Class TTTTT | - | 300,000,000 |
| Class UUUUU | - | 100,000,000 |
| Class VVVVV | - | 100,000,000 |
| Class WWWWW | - | 100,000,000 |
| Class XXXXX | - | 100,000,000 |
| Class YYYYY | - | 100,000,000 |
| Class ZZZZZ | - | 100,000,000 |
| Class AAAAAA | - | 100,000,000 |
| Class BBBBBB | - | 100,000,000 |
| Class CCCCCC | - | 100,000,000 |
| Class DDDDDD | - | 100,000,000 |
| Class EEEEEE | - | 100,000,000 |
| Class FFFFFF | - | 100,000,000 |
| Class GGGGGG | - | 100,000,000 |
| Class HHHHHH | - | 100,000,000 |
| Class IIIIII | - | 100,000,000 |
| Class JJJJJJ | - | 100,000,000 |
| Class KKKKKK | - | 100,000,000 |
| Class LLLLLL | - | 100,000,000 |
| Class MMMMMM | - | 100,000,000 |
| Class NNNNNN | - | 100,000,000 |
| Class OOOOOO | - | 100,000,000 |
| Class PPPPPP | - | 100,000,000 |
| Class QQQQQQ | - | 100,000,000 |
| Class RRRRRR | - | 100,000,000 |
| Class SSSSSS | - | 100,000,000 |
| Class TTTTTT | - | 100,000,000 |
| Class UUUUUU | - | 100,000,000 |
| Class VVVVVV | - | 100,000,000 |
| Class WWWWWW | - | 100,000,000 |
| Class XXXXXX | - | 100,000,000 |
| Class YYYYYY | - | 100,000,000 |
| Class ZZZZZZ | - | 100,000,000 |
| Class AAAAAAA | - | 100,000,000 |
| Class BBBBBBB | - | 100,000,000 |
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| Class CCCCCCC | - | 100,000,000 |
| Class DDDDDDD | - | 100,000,000 |
| Class EEEEEEE | - | 100,000,000 |
| Class FFFFFFF | - | 100,000,000 |
| Class Select | - | 700,000,000 |
| Class Beta 2 | - | 1,000,000 |
| Class Beta 3 | - | 1,000,000 |
| Class Beta 4 | - | 1,000,000 |
| Class Principal Money | - | 700,000,000 |
| Class Gamma 2 | - | 1,000,000 |
| Class Gamma 3 | - | 1,000,000 |
| Class Gamma 4 | - | 1,000,000 |
| Class Bear Stearns Money | - | 2,500,000,000 |
| Class Bear Stearns Municipal Money | - | 1,500,000,000 |
| Class Bear Stearns Government Money | - | 1,000,000,000 |
| Class Delta 4 | - | 1,000,000 |
| Class Epsilon 1 | - | 1,000,000 |
| Class Epsilon 2 | - | 1,000,000 |
| Class Epsilon 3 | - | 1,000,000 |
| Class Epsilon 4 | - | 1,000,000 |
| Class Zeta 1 | - | 1,000,000 |
| Class Zeta 2 | - | 1,000,000 |
| Class Zeta 3 | - | 1,000,000 |
| Class Zeta 4 | - | 1,000,000 |
| Class Eta 1 | - | 1,000,000 |
| Class Eta 2 | - | 1,000,000 |
| Class Eta 3 | - | 1,000,000 |
| Class Eta 4 | - | 1,000,000 |
| Class Theta 1 | - | 1,000,000 |
| Class Theta 2 | - | 1,000,000 |
| Class Theta 3 | - | 1,000,000 |
| Class Theta 4 | - | 1,000,000 |
for a total of 87,823,000,000 shares classified into separate classes of Common Stock.
FIFTH: The undersigned President of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, The RBB Fund, Inc. has caused these presents to be signed in its name and on its behalf by its President and attested by its Secretary on the 13th day of March, 2020.
| ATTEST: | THE RBB FUND, INC. | |||
| /s/ James G. Shaw | By: | /s/ Salvatore Faia | ||
| James G. Shaw | Salvatore Faia | |||
| Secretary | President | |||
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