PURCHASE AGREEMENT
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M.S.D. & T. Funds, Inc. (the "Company"), a Maryland corporation, and
Winsbury Associates ("Winsbury"), an Ohio partnership, hereby agree as follows:
1. The Company hereby offers Winsbury and Winsbury hereby purchases one
(1) share of Class H Common Stock at $10.00 per share (such share of Common
Stock in the Company being hereinafter known as the "Share".) Winsbury hereby
acknowledges purchase of the Share and the Company hereby acknowledges receipt
from Winsbury of funds in the amount of $10.00 in full payment for the Share.
2. Winsbury represents and warrants to the Company that the Share is being
acquired for investment purposes and not for the purpose of distribution.
3. Winsbury agrees that if it or any direct or indirect transferee of the
Share redeems the Share prior to the fifth anniversary of the date the Share
begins investment activities, Winsbury will pay to the Company an amount equal
to the number resulting from multiplying the Share total unamortized
organizational expenses by a fraction, the numerator of which is equal to the
number of shares redeemed by Winsbury 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. All persons dealing with any class of Shares of the Company must look
solely to the net assets belonging to such class for enforcement of any claims
against the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 29th day of June, 1993.
Attest: M.S.D. & T. FUNDS, INC.
/s/ W. Xxxxx XxXxxxxx, III By: /s/ Xxxxxx X. Xxxxxxxxx
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President
Attest: WINSBURY ASSOCIATES
/s/ Xxxxxxxxx X. Xxxxx By: Signature illegible
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Partner
