PURCHASE AGREEMENT
NCC Funds (the "Fund"), a Massachusetts business trust, and XxXxxxxx &
Company Securities, Inc., ("McDonald"), an Ohio corporation, hereby agree with
each other as follows:
1. The Fund hereby offers XxXxxxxx and XxXxxxxx hereby purchases
16,667 Class B shares of beneficial interest (no par value per share), 16,667
Class B shares of beneficial interest (no par value per share), 16,667 Class C
shares of beneficial interest (no par value per share), 16,667 Class E shares
of beneficial interest (no par value per share), 16,667 Class F shares of
beneficial interest (no par value per share) and 16,665 Class G shares of
beneficial interest (no par value per share) of the Fund (collectively known as
"Shares") at a price of $1.00 per Share. McDonald hereby acknowledges receipt
of one certificate representing 16,667 of the Fund's Class A shares of
beneficial interest, one certificate representing 16,667 shares of the Fund's
Class B shares of beneficial interest, one certificate representing 16,667 of
the Fund's Class C shares of beneficial interest, one certificate representing
16,667 shares of the Fund's Class E shares of beneficial interest, one
certificate representing 16,667 shares of the Fund's Class F shares of
beneficial interest and one certificate representing 16,665 shares of the
Fund's Class G shares of beneficial interest, and the Fund hereby acknowledges
receipt from McDonald of funds in the amount of $100,000 in full payment for
the Shares.
2. McDonald 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. McDonald agrees that if it or any direct or indirect
transferee of any of the Shares redeems any of the Shares prior to the fifth
anniversary of the date the Fund begins its investment activities, McDonald will
pay to the Fund 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 McDonald 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 names "NCC Funds" and Trustees of NCC Funds" refer
respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated as of January 28, 1986 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 "NCC
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.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 28th day of January, 1986.
(SEAL) NCC FUNDS
ATTEST:
/s/ Xxxxxxx Villin By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
(SEAL)
ATTEST: XxXXXXXX & COMPANY
SECURITIES, INC.
[Illegible] By:/s/ Xxxxxx X. Xxxxxxx
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