PURCHASE AGREEMENT
The Croft Funds Corporation (the "Fund"), a Maryland Corporation, and
Croft- Leominster, Inc. ("Croft-Leominster"), a Maryland [resident], hereby
agree with each other as follows:
1. The Fund hereby offers Croft-Leominster and Croft-Leominster hereby
purchases 10,000 units of beneficial interest in the Fund (such
10,000 units of beneficial interest being hereinafter collectively
known as "Shares") at a price of $10.00 per Share. Croft-Leominster
hereby acknowledges purchase of the Shares and the Fund hereby
acknowledges receipt from Croft-Leominster of funds in the amount of
$100,000 in full payment for the Shares.
2. Croft-Leominster 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. Croft-Leominster agrees that if it or any direct or indirect
transferee of any of the Shares redeems any of the Shares prior to
the 3rd anniversary of the date the Fund begins its investment
activities, Croft-Leominster 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 Croft-Leominster 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the ____ day of ________, 1994.
THE CROFT FUNDS CORPORATION
By: ____________________________________
[Title]
