PURCHASE AGREEMENT
AGREEMENT dated this 17th day of October, 1989, by and between
NCC Funds (the "Fund"), a Massachusetts business trust, and XxXxxxxx & Company
Securities, Inc. ("McDonald"), an Ohio Corporation.
1. The Fund hereby offers XxXxxxxx and XxXxxxxx hereby purchases
10,000 Class J shares of beneficial interest (no par value per share) at a price
of $1.00 per Share (collectively known as "Shares").
2. McDonald hereby acknowledges receipt of one certificate
representing 10,000 of the Fund's Class J shares of beneficial interest, and the
Fund hereby acknowledges receipt from McDonald of funds in the amount of $10,000
for the Shares.
3. 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.
4. 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.
5. 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 17th day of October, 1989.
NCC FUNDS
Attest:
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------- ----------------------------------
Xxxxxxx X. Xxxxxx, President
XxXXXXXX & COMPANY
SECURITIES, INC.
Attest:
By: [Illegible]
---------------------------- ----------------------------------
