EXHIBIT (l)(5)
FORM OF SHARE PURCHASE AGREEMENT
BHR Institutional Funds, a Delaware statutory trust (the "Trust"), and
BHR Fund Advisors, L.P. ("Buyer"), hereby agree as follows:
1. The Trust hereby offers Buyer and Buyer hereby purchases, in
consideration for the payment of $10.00, 1 share of beneficial interest of the
AG Mid Cap Core Fund for a purchase price of $10.00 per share.
2. Buyer represents and warrants that it is acquiring such share
solely for investment purposes and that Buyer has no present intention to
redeem, sell or otherwise dispose of the shares.
3. This Agreement shall be governed by the laws of the State of
Delaware. The Trust is a statutory trust organized under the laws of Delaware
and under an Agreement and Declaration of Trust, including any and all
amendments thereto. The obligations of the Trust entered into in the name or on
behalf thereof by any of the Trustees, officers, employees or agents are made
not individually, but in such capacities, and are not binding upon any of the
Trustees, officers, employees, agents or shareholders of the Trust personally
but bind only the assets of the Trust, and all persons dealing with any of the
Funds of the Trust must look solely to the assets of the Trust belonging to such
Fund for the enforcement of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the ___ day of ____________, 2008.
BHR INSTITUTIONAL FUNDS
By:
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Name:
Title:
BHR FUND ADVISORS, L.P.
By:
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Name:
Title:
