FORM OF PURCHASE AGREEMENT

Exhibit (l)(40)

FORM OF PURCHASE AGREEMENT

The RBB Fund, Inc. (the “Company”), a Maryland corporation, and Abbey Capital Limited (“Abbey Capital”), intending to be legally bound, hereby agree with each other as follows:

1. The Company hereby offers Abbey Capital and Abbey Capital hereby purchases one (1) share of the Abbey Capital Multi Asset Fund (the “Fund”) (Class [    ], par value $.001 per share) at price per Share equivalent to the net asset value per share of the Fund as determined on [           ], 2018.

2. The Company hereby acknowledges receipt from Abbey Capital of funds in the amount of $[ ] in full payment for the Share.

3. Abbey Capital represents and warrants to the Company that the Share is being acquired for investment purposes and not with a view to the distribution thereof.

4. This Agreement may be executed in counterparts, and all such counterparts taken together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the [    ] day of [             ], 2018.

	THE RBB FUND, INC.
	By:
	Name:	Xxxxxxxxx Xxxx
	Title	President
	ABBEY CAPITAL LIMITED
	By:
	Name:
	Title: