PURCHASE AGREEMENT
The OFFITBANK Variable Insurance Fund, Inc., a Maryland corporation (the
"Company"), and OFFIT Funds Distributor, Inc., a Delaware corporation (the
"Distributor"), hereby agree as follows:
1. The Company hereby offers the Distributor and the Distributor hereby
purchases 3,333 shares of (par value $.001 per share) the Company, representing
3,333 shares in OFFITBANK VIF-High Yield Fund, 3,334 shares of (par value $.001
per share) the Company, representing 3,333 shares in OFFITBANK VIF-Emerging
Markets Fund and 3,333 shares of (par value $.001 per share) the Company,
representing 3,333 shares in OFFITBANK VIF-Investment Grade Global Debt Fund, at
$10.00 per share, (the "Shares"). The Distributor hereby acknowledges receipt of
a purchase confirmation reflecting the purchase of the Shares, and the Company
hereby acknowledges receipt from the Distributor of funds in the amount of
$100,000 in full payment for the Shares.
2. The Distributor represents and warrants to the Company that the
Shares are being acquired for investment purposes and not with a view to the
distribution thereof.
3. The Distributor agrees that if it or any direct or indirect
transferee of the Shares redeems the Shares prior to the fifth anniversary of
the date the Funds begins its investment activities, the Distributor will pay to
the Company an amount equal to the number resulting from multiplying each Fund's
total unamortized organizational expenses by a fraction, the numerator of which
is equal to the number of Shares redeemed by the Distributor or such transferee
and the denominator of which is equal to the number of shares of each Fund
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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 1st day of March, 1995.
The OFFITBANK Variable Insurance Fund, Inc.
Attest:
/s/Xxxxxx Xxxxxxxxx By: /s/ Xxxxxxx Xxxxxx-Xxxxx
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Name: Xxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxx-Xxxxx
Title: Secretary and Treasurer
Attest: OFFIT FUNDS DISTRIBUTOR, INC.
/s/ Xxxxxx Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
