Exhibit (13)(A)
MIMLIC Asset Management Company Letterhead
June 20, 1994
MIMLIC Small Company Fund, Inc.
000 Xxxxxx Xxxxxx Xxxxx
Xx. Xxxx, XX 00000
Dear Sir/Madam:
In connection with the purchase by MIMLIC Asset Management Company (the
"Purchaser") of 7,500 initial Class A shares and 7,500 initial Class B shares
of common stock ("Stock") of MIMLIC Small Company Fund, Inc. (the "Fund"), the
Purchaser hereby represents that it is acquiring such Stock for investment
with no intention of selling or otherwise disposing or transferring it or any
interest in it. The Purchaser hereby further agrees that any transfer of any
such Stock or any interest in it shall be subject to the following conditions:
1. The Purchaser shall furnish the Fund and counsel satisfactory to the Fund
prior to the time of transfer, a written description of the proposed transfer
specifying its nature and consequence and giving the name of the proposed
transferee.
2. The Fund shall have obtained from its counsel a written opinion stating
whether in the opinion of such counsel the proposed transfer may be effected
without registration under the Securities Act of 1933. If such opinion
states that such transfer may be so effected, the Purchaser shall then be
entitled to transfer its Stock in accordance with the terms specified in its
description of the transaction to the Fund. If such opinion states that the
proposed transfer may not be so effected, the Purchaser will not be entitled
to transfer its Stock unless such Stock is registered.
3. The Purchaser understands that the Fund expects to incur organization
expenses in connection with the start-up and initial registration of the
Fund. These costs will be amortized over 60 months on a straight-line basis
beginning on the date the Fund first offers capital stock to the public
(commencement of operations). If the Purchaser redeems any or all of the
Stock representing initial capital prior to the end of the 60-month
amortization period, the redemption proceeds will be reduced by their pro
rata portion of the unamortized organization costs. Such proration shall be
calculated by dividing the number of shares of Stock to be redeemed by the
number of shares of Stock representing initial capital.
MIMLIC Small Company Fund, Inc.
June 20, 1994
Page Two
4. The Purchaser further agrees that all certificates, if any, representing
such Stock shall contain on the face thereof the following legend:
"The shares represented by this certificate may not be transferred
without (i) the opinion of counsel satisfactory to MIMLIC Small
Company Fund, Inc. that the transfer may be legally made without
registration under the Federal Securities Act of 1933; or (ii) such
registration."
The Purchaser hereby authorizes the Fund to take such action as it shall
reasonably deem appropriate to prevent any violation of the Securities Act of
1933 in connection with the transfer of Stock, including the imposition of a
requirement that any transferee of the Stock sign a letter agreement similar
to this one.
Very truly yours,
MIMLIC Asset Management Company
/s/ Xxxx X. Xxxxxxx
---------------------------------
Xxxx X. Xxxxxxx, President
PHG/ckk
