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EXHIBIT 23(l)(2)
PURCHASE AGREEMENT
The Kent Funds (the "Trust"), a Massachusetts business trust, and Kent
Funds Distributors, Inc. ("KFDI") hereby agree as follows:
1. The Trust hereby offers KFDI and KFDI hereby purchases one
(1) share of the Advisor class of the Xxxx Xxxxxxxxxx Fund at $10.00 per share,
one (1) shares of the Advisor class of the Kent Cascade Fund at $10.00 per
share, one (1) share of the Advisor class of the Kent Science and Technology
Fund at $10.00 per share, and one (1) share of the Institutional class of the
Kent Science and Technology Fund at $10.00 per share. The shares are the
"initial shares" of the Advisor class of the Xxxx Xxxxxxxxxx Fund, the Advisor
class of the Kent Cascade Fund, the Advisor class of the Kent Science and
Technology Fund, and the Institutional class of the Kent Science and Technology
Fund. KFDI hereby acknowledges receipt of a purchase confirmation reflecting the
purchase of the shares, and the Trust hereby acknowledges receipt from KFDI of
funds in the amount of $40.00 in full payment for the shares.
2. KFDI represents and warrants to the Trust that the shares
are being acquired for investment purposes and not for the purpose of
distribution.
3. KFDI agrees that if it or any direct or indirect transferee
of the shares redeems the shares prior to the fifth anniversary of the date of
the Fund's commencement of operations, KFDI will pay to the Trust 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 KFDI 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. The Trust represents that a copy of its Restatement of
Declaration of Trust, dated May 1, 1990, together with all amendments thereto,
is on file in the office of the Secretary of the Commonwealth of Massachusetts.
5. The names "The Kent Funds" and "Trustees of The Kent Funds"
refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Restatement of
Declaration of Trust dated May 1, 1990, which is hereby referred to and a copy
of which is on file at the office of the State Secretary of the Commonwealth of
Massachusetts and at the principal office of the Trust. The obligations of "The
Kent Funds" entered into in the name or on behalf thereof by any of the
Trustees, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, shareholders, or
representatives of the Trust personally, but bind only the Trust Property, and
all persons dealing with any class of shares of the Trust must look solely to
the Trust Property belonging to such class for the enforcement of any claims
against the Trust.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day of , 2000.
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THE KENT FUNDS
By:
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KENT FUNDS DISTRIBUTORS, INC.
By:
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