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EXHIBIT 13
SHARE PURCHASE AGREEMENT
AGREEMENT made as of August 17, 1993 between THE PARKSTONE ADVANTAGE
FUND, a Massachusetts business trust, located in Topeka, Kansas (the "Trust")
and SECURITY BENEFIT LIFE INSURANCE COMPANY, a mutual life insurance company,
located in Topeka, Kansas ("Security Benefit").
WHEREAS, the Trust has filed a registration statement with the
Securities and Exchange Commission ("SEC") in order to be registered as an
open-end, diversified, management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust offers five (5) investment portfolios, Series A
units of beneficial interest (representing interest in the Prime Obligations
Fund), Series B units of beneficial interest (representing interest in the
Equity Fund), Series C units of beneficial interest (representing interest in
the Small Capitalization Fund), Series D units of beneficial interest
(representing interest in the Bond Fund), and Series E units of beneficial
interest (representing interest in the International Discovery Fund), each being
a series of the Trust (individually, a "Fund," and collectively, the "Funds");
WHEREAS, the Trust, under the regulation of the SEC, requires an
initial shareholder of the Trust's units of beneficial interest to commit, on a
contingent basis, to the assumption of unamortized organizational expenses of
the Trust;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Offering. The Trust hereby offers Security Benefit and Security
Benefit hereby purchases 100,000 Series A units of beneficial interest
(representing interest in the Prime Obligations Fund) in the Trust (such 100,000
units of beneficial interest being hereinafter collectively known as "Initial
Shares") at the price of $1.00 per share. Security Benefit hereby acknowledges
purchase of the Initial Shares and the Trust hereby acknowledges receipt from
Security Benefit of funds in the amount of $100,000 in full payment for such
shares.
2. Redemption; Unamortized Organizational Expenses. Security Benefit
agrees that if it redeems any of the Initial Shares prior to the fifth
anniversary of the date the Trust begins its investment activities, Security
Benefit will pay the Trust an amount equal to the number resulting from
multiplying the Trust's total unamortized organizational expenses by a fraction,
the numerator of which is equal to the number of Initial Shares redeemed by
Security Benefit and the denominator of which is equal to the number of Initial
Shares outstanding as of the date of such reimbursement. Security Benefit
further agrees that in the event of any transfer of the Initial Shares prior to
the expiration of the fifth anniversary of the date the Trust begins its
investment activities, it will impose a written condition to such transfer
requiring the transferee as well as such transferee's direct or indirect
transferee to agree that upon redemption of any of the Initial Shares prior to
the fifth anniversary of the date the Trust begins its investment
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activities, such transferee will pay to the Trust an amount equal to the number
resulting from multiplying the Trust's total unamortized organizational expenses
by a fraction, the numerator of which is equal to the number of Initial Shares
outstanding as of the date of such redemption, as long as the administrative
position of the staff of the SEC require such reimbursement. Security Benefit
agrees to give the Trust's legal counsel prior notice of any transfer of the
Fund's Initial Shares.
3. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by the law of the State of Kansas.
The names "The Parkstone Advantage Fund" and "Trustees of The Parkstone
Advantage Fund" refer respectively to the Trust created and the Trustees, as
trustees but not individually or personally, acting from time to time under the
Declaration of Trust and to which reference is hereby made and a copy of which
is on file at the office of the Secretary of the Commonwealth of Massachusetts
and elsewhere as required by law, and to any and all amendments thereto as filed
or hereafter filed. The obligations of "The Parkstone Advantage Fund" 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, interest-holders or representatives of the Trust
personally, but bind only the assets of the trust, and all persons dealing with
any Fund of the Trust must look solely to the assets of the Trust belonging to
such Fund for the enforcement of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereby have executed this Agreement as
of the seventeenth day of August, 1993.
Attest: THE PARKSTONE ADVANTAGE FUND
/s/ Xxx X. Xxx By: /s/ Xxxxx X. Xxxxxxx
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Its: President
Attest: SECURITY BENEFIT LIFE INSURANCE
COMPANY
/s/ Xxx X. Xxx By: /s/ Xxxx Xxxxxxxxxx
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Authorized Officer
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