EX-99.28.I.2 16 fp0071246_ex9928i2.htm

Faegre Drinker Biddle & Reath LLP

One Logan Square

Suite 2000

Philadelphia, PA 19103-6996

Telephone: (215) 988-2700

 

December 29, 2021

 

The RBB Fund, Inc.

615 East Michigan Street

Milwaukee, WI 53202

 

  Re:

Shares Registered by Post-Effective Amendment No. 287 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. 287 (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 Global Sustainability Fund, WPG Partners Select Small Cap Value Fund, Motley Fool Next Index ETF, Motley Fool Capital Efficiency 100 Index ETF, Optima Strategic Credit Fund, SGI Peak Growth Fund, SGI Prudent Growth Fund, SGI Global Equity Fund, SGI U.S. Small Cap Equity Fund, SGI U.S. Large Cap Equity Fund, SGI U.S. Large Cap Equity VI Portfolio, SGI Small Cap Core Fund, and Stance Equity ESG Large Cap Core ETF:

 

PORTFOLIO CLASS AUTHORIZED SHARES
Boston Partners Global Sustainability Fund PPPPPPP 100 million
WPG Partners Select Small Cap Value Fund OOOOOOO 100 million
Motley Fool Next Index ETF MMMMMMM 100 million
Motley Fool Capital Efficiency 100 Index ETF NNNNNNN 100 million
Optima Strategic Credit Fund

QQQQQQQ

RRRRRRR

100 million

100 million

SGI Peak Growth Fund DDDDDDD 100 million
SGI Prudent Growth Fund EEEEEEE 100 million
SGI Global Equity Fund

OOOOO

PPPPP

QQQQQ

100 million

100 million

100 million

 

 

PORTFOLIO CLASS AUTHORIZED SHARES
SGI U.S. Small Cap Equity Fund

AAAAAA

BBBBBB

CCCCCC

100 million

100 million

100 million

SGI U.S. Large Cap Equity Fund

GGGGG

HHHHH

ZZZZZ

100 million

100 million

100 million

SGI U.S. Large Cap Equity VI Portfolio CCCCCCC 100 million
SGI Small Cap Core Fund NNN 100 million
Stance Equity ESG Large Cap Core ETF GGGGGGG 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 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/ Faegre Drinker Biddle & Reath LLP
  Faegre Drinker Biddle & Reath LLP