EXHIBIT (l)
INITIAL CAPITAL AGREEMENT
June 8, 2000
Dear Sir or Madam:
In connection with the purchase by Xxxxx X. Xxxxx (the "Purchaser") of
1 initial Series A Common Shares at a price of $10 per share, 1 initial Series B
Common Shares at a price of $10 per share, 1 initial Series C Common Shares at a
price of $10 per share and 10,000 initial Series I Common Shares at a price of
$10 per share of Series D of Xxxxx Funds, Inc. (the "Company"), relating to the
Xxxxx Mid-Cap Growth Fund ("Mid-Cap Growth Fund") and 1 initial Series A Common
Shares at a price of $10 per share, 1 initial Series B Common Shares at a price
of $10 per share, 1 initial Series C Common Shares at a price of $10 per share
and 10,000 initial Series I Common Shares at a price of $10 per share of Series
E of the Company, relating to the Xxxxx Science & Technology Fund ("Science &
Technology Fund") (Mid-Cap Growth Fund and Science & Technology Fund are each
referred to individually as the "Fund" and, collectively, the "Funds"), 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 Funds and counsel satisfactory to the Funds
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 Funds 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 such stock in accordance with the terms
specified in its description of the transaction to the Funds. 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 transfer
is registered.
3. The Purchaser understands that the Funds expect to incur organizational
expenses in connection with the start-up and initial registration of the
Funds. These costs will be amortized over 60 months on a straight-line
basis beginning on the date such Fund first offers capital stock to the
public (commencement of operations). If the Purchaser redeems any or all of
the stock representing initial capital in a Fund prior to the end of the
60-month amortization period, the redemption proceeds will be reduced by
their pro rata portion of the unamortized organizational 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.
4. The Purchaser further agrees that all certificates, if any, representing
such stock shall contain on the face of such certificate the following
legend: "Xxxxx Mid-Cap Growth Fund" or "Xxxxx Science & Technology Fund,"
as the case may be, and on the reverse of such certificate "The shares
represented by this certificate may not be transferred without (i) the
opinion of counsel satisfactory to the Company 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 Company 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,
Xxxxx X. Xxxxx
