Faegre Drinker Biddle & Reath LLP
One Logan Square
Suite 2000
Philadelphia, PA 19103-6996
Telephone: (215) 988-2700
May 2, 2024
The RBB Fund, Inc.
615 East Michigan Street
Milwaukee, WI 53202
Re: | Shares Registered by Post-Effective Amendment No. 323 to |
Registration Statement on Form N-1A (File No. 033-20827)
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. 323 (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 Boston Partners All-Cap Value Fund, Boston Partners Emerging Markets Dynamic Equity Fund, Boston Partners Emerging Markets Fund, Boston Partners Global Equity Fund, Boston Partners Global Long/Short Fund, Boston Partners Global Sustainability Fund, Boston Partners Long/Short Equity Fund, Boston Partners Long/Short Research Fund, Boston Partners Small Cap Value Fund II, WPG Partners Select Small Cap Value Fund, WPG Partners Small Cap Value Diversified Fund, each an existing series of the Company, and the WPG Partners Select Hedged Fund, a new series of the Company:
PORTFOLIO | CLASS | AUTHORIZED SHARES |
Boston Partners All-Cap Value Fund |
VV WW |
100 million 100 million |
Boston Partners Emerging Markets Dynamic Equity Fund | WWWWW | 100 million |
Boston Partners Emerging Markets Fund | SSSSSS | 100 million |
Boston Partners Global Equity Fund |
CCCCC DDDDD |
100 million 100 million |
Boston Partners Global Long/Short Fund |
JJJJJ KKKKK |
100 million 300 million |
Boston Partners Global Sustainability Fund | PPPPPPP | 100 million |
Boston Partners Long/Short Equity Fund |
III JJJ |
100 million 100 million |
PORTFOLIO | CLASS | AUTHORIZED SHARES |
Boston Partners Long/Short Research Fund |
AAAAA BBBBB |
100 million 750 million |
Boston Partners Small Cap Value Fund II |
DDD EEE |
100 million 100 million |
WPG Partners Select Small Cap Value Fund | OOOOOOO | 100 million |
WPG Partners Small Cap Value Diversified Fund | UUU | 50 million |
WPG Partners Select Hedged Fund | ZZZZZZZZ | 100 million |
The Amendment seeks to register an indefinite number of the Shares.
We have reviewed the Company’s Articles of Incorporation, By-Laws, 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 respective Shares and in accordance with the Company’s Articles of Incorporation, as amended and supplemented, 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/ Faegre Drinker Biddle & Reath LLP | |
Faegre Drinker Biddle & Reath LLP |