Exhibit (m)(46)


                   PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1

                                       OF

                               THE RBB FUND, INC.


          WHEREAS, The RBB Fund, Inc. (the "Fund") intends to engage in business
as an open-end management investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "Act"); and

          WHEREAS, the Fund desires to adopt a Plan of Distribution pursuant to
Rule 12b-1 under the Act with respect to shares of the Investor Class Common
Stock, par value $.001 per share (the "Investor Class Shares") of its Boston
Partners All-Cap Value Fund and the Board of Directors has determined that there
is a reasonable likelihood that adoption of this Plan of Distribution will
benefit the Fund and its stockholders;

          NOW, THEREFORE, the Fund hereby adopts, and the Fund's Distributor
hereby agrees to the terms of, this Plan of Distribution (the "Plan") in
accordance with Rule 12b-1 under the Act on the following terms and conditions:

          1.  The Fund shall pay to its distributor (the "Distributor"), as the
distributor of the Investor Class Shares, compensation for distribution of its
shares at an annual rate not to exceed .25% of the average daily net assets of
the Investor Class Shares. The amount of such compensation shall be agreed upon
by the Board of Directors of the Fund and by the Distributor and shall be
calculated and accrued daily and paid monthly or at such other intervals as the
Board of Directors and the Distributor shall mutually agree.

          2.  The amount set forth in paragraph 1 of this Plan shall be paid for
the Distributor's services as distributor of the Investor Class Shares. Such
amount may be spent by the Distributor on any activities or expenses primarily
intended to result in the sale of Investor Class Shares, including, but not
limited to: compensation to and expenses of employees of the Distributor who
engage in or support distribution of the Investor Class Shares, including
overhead and telephone expenses; printing of prospectuses and reports for other
than existing shareholders; preparation, printing and distribution of sales
literature and advertising materials; and compensation to certain financial
institutions ("Service Organizations") who sell Investor Class Shares. The
Distributor may negotiate with any such Service Organizations the services to be
provided by the Service Organization to shareholders in connection with the sale
of Investor Class Shares ("Distribution Services"), and all or any portion of
the compensation paid to the Distributor under paragraph 1 of this Plan may be
reallocated by the Distributor to Service Organizations who sell Investor Class
Shares.



          The compensation paid to Service Organizations with respect to
Distribution Services will compensate Service Organizations to cover certain
expenses primarily intended to result in the sale of Investor Class Shares,
including, but not limited to: (a) costs of payments made to employees that
engage in the sale of Investor Class Shares; (b) payments made to, and expenses
of, persons who provide support services in connection with the sale of Investor
Class Shares, including, but not limited to, office space and equipment,
telephone facilities, processing shareholder transactions and providing any
other shareholder services not otherwise provided by the Fund's transfer agent;
(c) costs relating to the formulation and implementation of marketing and
promotional activities, including, but not limited to, direct mail promotions
and television, radio, newspaper, magazine and other mass media advertising; (d)
costs of printing and distributing prospectuses, statements of additional
information and reports relating to the Investor Class Shares to prospective
shareholders of the Investor Class Shares; (e) costs involved in preparing,
printing and distributing sales literature pertaining to the Investor Class
Shares; and (f) costs involved in obtaining whatever information, analyses and
reports with respect to marketing and promotional activities that the Service
Organization may, from time to time, deem advisable.

          The compensation paid to Service Organizations with respect to
Shareholder Services will compensate Service Organizations for personal service
and/or the maintenance of shareholder accounts, including but not limited to (a)
responding to inquiries of customers or clients of the Service Organization who
beneficially own Investor Class Shares ("Customers"), (b) providing information
on Customer investments and (c) providing other shareholder liaison services.

          The compensation paid to Service Organizations with respect to
Administrative Services will compensate Service Organizations for administrative
and accounting services to their Customers, including, but not limited to: (a)
aggregating and processing purchase and redemption requests from Customers and
placing net purchase and redemption orders with the Fund's distributor or
transfer agent; (b) providing Customers with a service that invests the assets
of their accounts in the Investor Class Shares; (c) processing dividend payments
from the Investor Class Shares on behalf of Customers; (d) providing information
periodically to Customers showing their positions in the Investor Class Shares;
(e) arranging for bank wires; (f) providing sub-accounting with respect to
Investor Class Shares beneficially owned by Customers or the information to the
Fund necessary for sub-accounting; (g) forwarding shareholder communications
from the Fund (for example, proxies, shareholder reports, annual and semi-annual
financial statements and dividend, distribution and tax notices related to the
Investor Class Shares) to Customers, if required by law; and (h) providing other
similar services to the extent permitted under applicable statutes, rules and
regulations.

          3.  This Plan shall not take effect until it has been approved,
together with any related agreements, by votes of a majority of both (a) the
Board of Directors of the Fund and (b) those directors of the Fund who are not
"interested persons" of the Fund (as defined in the Act) and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related to it (the "Rule 12b-1 Directors"), cast in person at a meeting (or
meetings) called for the purpose of voting on this Plan and such related
agreements.

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          4.  This Plan shall continue in effect until August 16, 2002.
Thereafter, this Plan shall continue in effect for so long as such continuance
is specifically approved at least annually in the manner provided for approval
of this Plan in paragraph 3.

          5.  The Distributor shall provide to the Board of Directors of the
Fund and the Board of Directors shall review, at least quarterly, a written
report of the amounts expended pursuant to this Plan and the purposes for which
such expenditures were made, including commissions, advertising, printing,
interest, carrying charges and allocated overhead expenses.

          6.  This Plan may be terminated at any time by vote of a majority of
the Rule 12b-1 Directors, or by a vote of a majority of the outstanding Investor
Class Shares.

          7.  This Plan may not be amended to increase materially the amount of
compensation provided for in paragraph 1 hereof unless such amendment is
approved by a vote of at least a majority (as defined in the Act) of the
outstanding Investor Class Shares, and no material amendment to the Plan of any
kind, including an amendment which would increase materially the amount of
compensation, shall be made unless approved in the manner provided for in
paragraph 3 hereof.

          8.  While this Plan is in effect, the selection and nomination of
Directors who are not interested persons (as defined in the Act) of the Fund
shall be committed to the discretion of the then current Directors who are not
interested persons (as defined in the Act) of the Fund.

          9.  The Fund shall preserve copies of this Plan and any related
agreements and all reports made pursuant to paragraph 5 hereof for a period of
not less than six years from the date of this Plan, the agreements or such
reports, as the case may be, the first two years in an easily accessible place.


Dated: July 1, 2002

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