Exhibit (l)(iv)
PURCHASE AGREEMENT
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▇▇▇▇▇▇▇ Institutional Funds, a Massachusetts trust (the "Trust"), on behalf
of its series, ▇▇▇▇▇▇▇ Commodities Fund (the "Fund"), and Deutsche Investment
Management Americas, Inc. ("DeIM"), its investment manager, hereby agree as
follows:
1. The Trust offers DeIM and DeIM hereby purchases 5 shares of beneficial
interest of the Fund, which shall consist of one Class A Share, one Class B
Share, one Class C Share, one Class S Share, and one Institutional Class Share,
each having a par value of $.001 per share (the "Shares"), at a price of $10.00
per Share (the "Initial Shares"), the Trust agreeing to waive any initial sales
charge and any contingent deferred sales charge on such purchase. DeIM hereby
acknowledges receipt of the Initial Shares, and the Trust hereby acknowledges
receipt from DeIM of $50.00 in full payment for the Initial Shares.
2. DeIM represents and warrants to the Trust that the Initial Shares are
being acquired for investment purposes and not for the purpose of distributing
them.
3. DeIM agrees that if any holder of the Initial Shares redeems such Shares
in the Fund before one year after the date upon which the Fund commences its
investment activities, the redemption proceeds will be reduced by the amount of
unamortized organizational and offering expenses, in the same proportion as the
Initial Shares being redeemed bears to the Initial Shares outstanding at the
time of redemption. The parties hereby acknowledge that any Shares acquired by
DeIM other than the Initial Shares have not been acquired to fulfill the
requirements of Section 14 of the Investment Company Act of 1940, as amended,
and, if redeemed, their redemption proceeds will not be subject to reduction
based on the unamortized organizational and offering expenses of the Fund.
4. The Trust and DeIM agree that the obligations of the Trust under this
Purchase Agreement will not be binding upon any of the Trustees, shareholders,
nominees, officers, employees or agents, whether past, present or future, of the
Trust, individually, but are binding only upon the assets and property of the
Trust, as provided in the Amended and Restated Declaration of Trust. The
execution and delivery of this Purchase Agreement have been authorized by the
Trustees of the Trust, and signed by an authorized officer of the Trust, acting
as such, and neither the authorization by the Trustees nor the execution and
delivery by the officer will be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but will bind
only the trust property of the Trust as provided in the Amended and Restated
Declaration of Trust. No series of the Trust, including the Fund, will be liable
for any claims against any other series.
IN WITNESS WHEREOF, the parties hereto have executed this Purchase
Agreement as of the 4th day of February, 2005.
ATTEST: ▇▇▇▇▇▇▇ INSTITUTIONAL FUNDS
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Legal Product Specialist Title: Vice President and Assistant
Secretary
ATTEST: DEUTSCHE INVESTMENT
MANAGEMENT AMERICAS, INC.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Legal Product Specialist Title: Assistant Secretary