Exhibit (l)(8)
PURCHASE AGREEMENT
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M.S.D. & T. Funds, Inc. (the "Company"), a Maryland corporation, and BISYS
Fund Services Ohio, Inc. ("BISYS"), an Ohio corporation, hereby agree as
follows:
1. The Company hereby offers BISYS and BISYS hereby purchases one (1)
share of Class P Common Stock at $10.00 per share (such share of Common Stock in
the Company representing an interest in the Company's Capital Opportunities Fund
(the "Fund") and being hereinafter known as the "Share"). BISYS hereby
acknowledges purchase of the Share and the Company hereby acknowledges receipt
from BISYS of funds in the amount of $10.00 in full payment for the Share.
2. BISYS represents and warrants to the Company that the Share is being
acquired for investment purposes and not for the purpose of distribution.
3. BISYS agrees that if it or any direct or indirect transferee of the
Share redeems the Share prior to the fifth anniversary of the date the Fund
begins investment activities, BISYS will pay to the Company an amount equal to
the number resulting from multiplying the Fund's total unamortized
organizational expenses by a fraction, the numerator of which is equal to the
number of shares redeemed by BISYS or such transferee and the denominator of
which is equal to the number of shares outstanding as of the date of such
redemption, as long as the administrative position of the staff of the
Securities and Exchange Commission requires such reimbursement.
4. All persons dealing with any class of shares of the Company must look
solely to the net assets belonging to such class for enforcement of any claims
against the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the ______ day of July, 2000.
M.S.D. & T. FUNDS, INC.
By:
______________________________
Name:
____________________________
Title:
___________________________
BISYS FUND SERVICES OHIO, INC.
By:
______________________________
Name:
____________________________
Title:
___________________________
