PURCHASE AGREEMENT
The RBB Fund, Inc. (the "Fund"), a Maryland corporation, and
Boston Partners Asset Management, L.P. ("BPAM") intending to be legally bound,
hereby agree with each other as follows:
1. The Fund hereby offers BPAM and BPAM hereby purchases
$1,000 worth of shares of each of Classes III and JJJ Common Stock of the Fund
(par value $.001 per share) (such shares hereinafter sometimes collectively
known as "Shares") at a price per Share equivalent to the net asset value per
share of the Shares of the Fund as determined on ______, 1998.
2. The Fund hereby acknowledges receipt from BPAM of funds in
the amount of $2,000 in full payment for the Shares.
3. BPAM represents and warrants to the Fund that the Shares
are 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 ______, 1998.
THE RBB FUND, INC.
By:___________________________________
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
By:___________________________________
