Faegre Drinker Biddle & Reath LLP
One Logan Square
Suite 2000
Philadelphia, PA 19103
Telephone: (215) 988-2700
www.faegredrinker.com
July 2, 2026
The RBB Fund, Inc.
615 East Michigan Street
Milwaukee, WI 53202
| Re: | Shares Registered by Post-Effective Amendment No. 403 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 U.S. Securities and Exchange Commission of Post-Effective Amendment No. 403 (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 Small Cap Value Fund II, Boston Partners All-Cap Value Fund, Boston Partners Long/Short Equity Fund, Boston Partners Long/Short Research Fund, Boston Partners Global Equity Fund, WPG Partners Select Small Cap Value Fund, and WPG Partners Small Cap Value Diversified Fund, including a new share class (Class R6 shares) for each of Boston Partners Small Cap Value Fund II, Boston Partners All-Cap Value Fund, and Boston Partners Global Equity Fund.
| PORTFOLIO | CLASS | AUTHORIZED SHARES |
| Boston Partners Small Cap Value Fund II |
DDD EEE SSSSSSSSSSS |
100,000,000 100,000,000 100,000,000 |
| Boston Partners All-Cap Value Fund |
VV WW QQQQQQQQQQQ |
100,000,000 100,000,000 100,000,000 |
| Boston Partners Long/Short Equity Fund |
III JJJ |
100,000,000 100,000,000 |
| Boston Partners Long/Short Research Fund |
AAAAA BBBBB |
100,000,000 750,000,000 |
| PORTFOLIO | CLASS | AUTHORIZED SHARES |
| Boston Partners Global Equity Fund |
DDDDD RRRRRRRRRRR |
100,000,000 100,000,000 |
| WPG Partners Select Small Cap Value Fund | OOOOOOO | 100,000,000 |
| WPG Partners Small Cap Value Diversified Fund | UUU | 50,000,000 |
The Amendment seeks to register an indefinite number of Shares.
We have reviewed the Company’s Articles of Incorporation, as amended and supplemented; By-Laws, as amended; 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 prospectus offering the 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 |