Exhibit (13)(a)
PURCHASE AGREEMENT
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U.S.T. Master Funds, Inc. (the "Fund"), a Maryland corporation, and
Shearson Xxxxxx, Brothers Inc. ("Shearson"), a Delaware corporation, hereby
agree with each other as follows:
1. The Fund hereby offers Shearson and Shearson hereby purchases
65,000 shares of Class A Common Stock (par value $.001 per share) of the Fund
(the "Class A Shares") at a price of $1.00 per share, 25,000 shares of Class B
Common Stock (par value $.001 per share) at a price of $1.00 per share and 1,250
shares of Class C Common Stock (par value $.001 per share) of the Fund at a
price of $8.00 per share (collectively, the "Shares"). Shearson hereby
acknowledges receipt of one certificate representing the Class A Shares, one
certificate representing the Class B Shares and one certificate representing the
Class C Shares, and the Fund hereby acknowledges receipt from Shearson of funds
in the amount of $100,000 in full payment for the Shares.
2. Shearson 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. Shearson 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, Shearson 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 Shearson 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 6th day of February, 1985.
(SEAL) U.S.T. MASTER FUNDS, INC.
Attest:
/s/ W. Xxxxx XxXxxxxx, III By: /s/ Xxxxx A Loud
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(SEAL) SHEARSON XXXXXX BROTHERS, INC.
Attest:
/s/ W. Xxxxx XxXxxxxx, III By: /s/ signature illegible
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