Minnesota Mutual Letterhead
August 16, 1994
MIMLIC Value Fund, Inc.
000 Xxxxxx Xxxxxx Xxxxx
Xx. Xxxx, XX 00000
Dear Sir/Madam:
In connection with the purchase by The Minnesota Mutual Life Insurance Company
(the "Purchaser") of $10,000,000 of shares, at net asset value, of common stock
("Stock") of MIMLIC Value 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 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 Value
Fund, Inc. that the transfer may be legally made without
registration under the Federal Securities Act of 1933; or (ii) such
registration."
MIMLIC Value Fund, Inc.
August 16, 1994
Page Two
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,
The Minnesota Mutual Life Insurance Company
/S/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Second Vice President
JPT/ckk
