EX-99.B(I)(2) 4 a16-1230_1ex99dbi2.htm EX-99.B(I)(2)

Exhibit (i)(2)

 

Drinker Biddle & Reath LLP

One Logan Square

Suite 2000

Philadelphia, PA 19103-6996

(215) 988-2700 (Phone)

(215) 988-2757 (Facsimile)

www.drinkerbiddle.com

 

February 29, 2016

 

The RBB Fund, Inc.

Bellevue Park Corporate Center

103 Bellevue Parkway

Wilmington, Delaware  19809

 

Re:

 

Shares Registered by Post-Effective Amendment No. 193 to

 

 

Registration Statement on Form N-1A (File No. 33-20827)         

 

Ladies and Gentlemen:

 

We have acted as counsel to The RBB Fund, Inc. (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission of Post-Effective Amendment No. 193 (the “Amendment”) to the Company’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended.  The Board of Directors of the Company has authorized the issuance and sale by the Company of the following classes and numbers of shares of common stock, $0.001 par value per share (collectively, the “Shares”), with respect to the Company’s Boston Partners Long/Short Equity, Boston Partners All-Cap Value, Boston Partners Small Cap Value II, Boston Partners Long/Short Research, WPG Partners Small/Micro Cap Value, Boston Partners Global Equity, Boston Partners Global Long/Short and Boston Partners Emerging Markets Long/Short Portfolios:

 

PORTFOLIO

 

CLASS

 

AUTHORIZED
SHARES

Boston Partners Long/Short Equity

 

III
JJJ

 

100 million
100 million

 

 

 

 

 

Boston Partners All-Cap Value

 

VV
WW

 

100 million
100 million

 

 

 

 

 

Boston Partners Small Cap Value II

 

DDD
EEE

 

100 million
100 million

 

 

 

 

 

Boston Partners Long/Short Research

 

AAAAA
BBBBB

 

100 million
750 million

 



 

PORTFOLIO

 

CLASS

 

AUTHORIZED
SHARES

WPG Partners Small/Micro Cap Value

 

UUU

 

50 million

 

 

 

 

 

Boston Partners Global Equity

 

CCCCC
DDDDD

 

100 million
100 million

 

 

 

 

 

Boston Partners Global Long/Short

 

JJJJJ
KKKKK

 

100 million
100 million

 

 

 

 

 

Boston Partners Emerging Markets Long/Short Fund

 

WWWWW

 

100 million

 

The Amendment seeks to register an indefinite number of the Shares.

 

We have reviewed the Company’s Articles of Incorporation, ByLaws, resolutions of its Board of Directors, and such other legal and factual matters as we have deemed appropriate.  This opinion is based exclusively on the Maryland General Corporation Law and the federal law of the United States of America.

 

Based upon and subject to the foregoing, it is our opinion that the Shares, when issued for payment as described in the Company’s Prospectuses offering the Shares and in accordance with the Company’s Articles of Incorporation for not less than $0.001 per share, will be legally issued, fully paid and non-assessable by the Company.

 

We consent to the filing of this opinion as an exhibit to the Amendment to the Company’s Registration Statement.

 

 

Very truly yours,

 

 

 

/s/ Drinker Biddle & Reath LLP

 

Drinker Biddle & Reath LLP

 

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