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Exhibit (13)(b)
PURCHASE AGREEMENT
The ARCH Fund, Inc. (the "Fund), a Maryland corporation with
transferrable shares, and Winsbury Service Corporation ("WSC"), an Ohio
corporation, hereby agree with each other as follows:
1. The Fund hereby offers WSC and WSC hereby purchases one
share of each of the Trust and Institutional Shares of the ARCH International
Equity Portfolio (the "Portfolio") at a price of $10.00 per share, aggregating
two shares of common stock in the Portfolio (such shares of common stock in the
Portfolio being hereinafter collectively known as "Shares"). WSC hereby
acknowledges the purchase of the Shares and the Fund hereby acknowledges receipt
from WSC of funds in the amount of $20 in full payment for the Shares.
2. WSC represents and warrants to the Fund that the Shares are
being acquired for investment purposes and not with a view to the distribution
thereof.
3. Costs incurred by the Portfolio in connection with the
organization, registration and the initial public offering of the Portfolio have
been deferred and will be amortized over a period of 60 months from commencement
of operations. In the event that any of the initial Shares purchased by WSC
hereunder are redeemed by any holder thereof during the period that the costs
incurred by the Portfolio in connection with the organization, registration and
initial public offering are amortized by the Portfolio the Portfolio is
authorized to reduce the redemption proceeds to cover any unamortized expenses
in the same proportion as the number of initial Shares being redeemed bears to
the number of initial Shares outstanding at the time of redemption. If, for any
reason, said reduction of redemption proceeds is not in fact made by the
Portfolio in the event of such a redemption, WSC agrees to reimburse the
Portfolio immediately for any unamortized expenses in the proportion stated
above.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 1st day of April, 1994.
THE ARCH FUNDS, INC.
By:/s/ Xxxxxx Xxxxx
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Title:__________________
WINSBURY SERVICE CORPORATION
By:/s/ Xxxxxx Xxxxxx
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Title:__________________
