PURCHASE AGREEMENT
AGREEMENT dated this 5th day of January, 1990, 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 1,000
Class K shares of beneficial interest (no par value per share) at a price of $10
per Share (collectively known as "Shares").
2. McDonald hereby acknowledges receipt of one certificate
representing 1,000 of the Fund's Class K 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 5th day of January, 1990.
NCC FUNDS
Attest:
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
XxXXXXXX & COMPANY
SECURITIES, INC.
Attest:
By: [Illegible]
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