EXHIBIT L
FORM OF
INITIAL CAPITAL AGREEMENT
The KP Funds (the "Trust"), a Massachusetts voluntary association (commonly
known as a "business trust"), and [INSERT PURCHASER] ("[____]"), a [INSERT
ORGANIZATIONAL FORM], hereby agree as of [INSERT DATE], as follows:
1. In order to provide the Trust with the initial capital required pursuant
to Section 14 of the Investment Company Act of 1940, as amended, [ ____ ]
is hereby purchasing from the Trust [10,000] shares of beneficial interest,
[$0.01] par value, of Institutional Shares of the [INSERT FUND ], a series
of the Trust (the "Shares"), at a purchase price of [$10.00] per share, for
a total purchase price of [$100,000]. [____] hereby acknowledges the
receipt of the Shares, and the Trust hereby acknowledges receipt from
[____] of funds in the amount of $[$100,000] for such series of the Trust
in full payment for the Shares. It is further agreed that no certificate
for the Shares will be issued by the Trust.
2. [ ____ ] is aware that the Shares have not been registered under the
Securities Act of 1933, as amended (the "1933 Act"), on the basis that the
sale of such shares will be exempt under Section 4(2) of the 1933 Act as
not involving any public offering. Reliance on such exemption is
predicated, in part, on [ ____ ]'s representation and warranty to the Trust
that the Shares are being acquired for [ ____ ]'s own account for
investment purposes and not with a view to the distribution or redemption
thereof, and that [ ____ ] has no present intention to dispose of the
Shares. [ ____ ] further represents that it will not take any action that
will subject the sale of the Shares to the registration provisions of the
1933 Act.
3. A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of the Commonwealth of the Commonwealth of
Massachusetts, and notice is hereby given that no trustee, officer, agent
or employee of the Trust shall have any personal liability under this
Agreement, and that insofar as it relates to any series of the Trust, this
Agreement is binding only upon the assets and properties of such series.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed the day and year first written above.
Attest: THE KP FUNDS
By:
___________________ _______________________
INSERT NAME INSERT NAME
INSERT TITLE INSERT TITLE
Attest: [INSERT NAME]
By:
___________________ _______________________
INSERT NAME INSERT NAME
INSERT TITLE INSERT TITLE
SIGNATURE PAGE -- THE KP FUNDS INITIAL CAPITAL AGREEMENT
