EX-99.28.I.1 4 fp0031308_ex9928i1.htm

 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 22, 2018

 

The RBB Fund, Inc.

615 East Michigan Street

Milwaukee, WI 53202

 

Re:Shares Registered by Post-Effective Amendment No. 239 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. 239 (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, Boston Partners Emerging Markets Long/Short and Boston Partners Emerging Markets 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

 

 

February 22, 2018

Page 2

 

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

 

300 million

Boston Partners Emerging Markets Long/Short Fund WWWWW 100 million
Boston Partners Emerging Markets Fund SSSSSS 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