EX-99.28 2 fp0090276-1_ex9928a126.htm

 

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”) has adopted resolutions classifying an aggregate of 100,000,000 authorized but unclassified and unissued shares of common stock, par value $.001 per share (the “Common Stock”), of the Corporation as follows:

 

1.Class BBBBBBBBB. 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 BBBBBBBBB shares of Common Stock representing interests in the F/m Emerald Life Sciences Innovation ETF.

 

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 BBBBBBBBB Common Stock (the “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 the 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 the Class that are not assumed by the purchaser of the assets belonging to the Class, the Corporation may, at its option, redeem all outstanding shares of the 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 the Class, including but not limited to the distribution of the securities or other consideration received by the Corporation for the assets belonging to the 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 the Class into money and, after making provision for the payment of all obligations, taxes and other liabilities, accrued or contingent, belonging to the Class, the Corporation may, at its option, redeem all outstanding shares of the 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 resolutions 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 the 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 the 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 resolutions 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 the 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

 

(C) without limiting the foregoing, at its option, redeem shares of the 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 the Class being redeemed less such redemption fee or other charge, if any, as may be fixed by resolutions 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.

 

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2.The shares of Class BBBBBBBBB 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 BBBBBBBBB 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, and the Corporation hereby confirms the classification and designation of the shares in the following classes and numbers:

 

  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
  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

 

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  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
  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

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  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
  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

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  Class QQQQQ 100,000,000
  Class RRRRR 100,000,000
  Class SSSSS 100,000,000
  Class TTTTT 500,000,000
  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 300,000,000
  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
  Class CCCCCCC 100,000,000
  Class DDDDDDD 100,000,000
  Class EEEEEEE 100,000,000
  Class FFFFFFF 100,000,000
  Class GGGGGGG 100,000,000
  Class HHHHHHH 100,000,000
  Class IIIIIII 100,000,000
  Class JJJJJJJ 100,000,000

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  Class KKKKKKK 100,000,000
  Class LLLLLLL 100,000,000
  Class MMMMMMM 100,000,000
  Class NNNNNNN 100,000,000
  Class OOOOOOO 100,000,000
  Class PPPPPPP 100,000,000
  Class QQQQQQQ 100,000,000
  Class RRRRRRR 100,000,000
  Class SSSSSSS 100,000,000
  Class TTTTTTT 100,000,000
  Class UUUUUUU 100,000,000
  Class VVVVVVV 100,000,000
  Class WWWWWWW 100,000,000
  Class XXXXXXX 100,000,000
  Class YYYYYYY 100,000,000
  Class ZZZZZZZ 100,000,000
       
  Class AAAAAAAA 100,000,000
  Class BBBBBBBB 100,000,000
  Class CCCCCCCC 100,000,000
  Class DDDDDDDD 100,000,000
  Class EEEEEEEE 100,000,000
  Class FFFFFFFF 100,000,000
  Class GGGGGGGG 100,000,000
  Class HHHHHHHH 100,000,000
  Class IIIIIIII 100,000,000
  Class JJJJJJJJ 100,000,000
  Class KKKKKKKK 100,000,000
  Class LLLLLLLL 100,000,000
  Class MMMMMMMM 100,000,000
  Class NNNNNNNN 100,000,000
  Class OOOOOOOO 100,000,000
  Class PPPPPPPP 100,000,000
  Class QQQQQQQQ 100,000,000
  Class RRRRRRRR 100,000,000
  Class SSSSSSSS 100,000,000
  Class TTTTTTTT 100,000,000
  Class UUUUUUUU 100,000,000
  Class VVVVVVVV 100,000,000
  Class WWWWWWWW 100,000,000
  Class XXXXXXXX 100,000,000
  Class YYYYYYYY 100,000,000
  Class ZZZZZZZZ 100,000,000
       
  Class AAAAAAAAA 100,000,000
  Class BBBBBBBBB 100,000,000
       
  Class Select 700,000,000

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  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 93,023,000,000 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 Chief Financial Officer and Secretary on the 23rd day of October 2024.

 

ATTEST:     THE RBB FUND, INC.  
         
/s/ James G. Shaw   By: /s/ Steven Plump  
James G. Shaw     Steven Plump  
Chief Financial Officer and Secretary     President  

 

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