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EXHIBIT 13(D)
PURCHASE AGREEMENT
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Pacific Horizon Tax-Exempt Money Market Portfolio, Inc. (the
"Fund"), a Maryland corporation, and Xxxxxxxxx & Xxxxx Group, Inc. ("H&Q"), a
California corporation, hereby agree with each other as follows:
1. The Fund hereby offers H&Q and H&Q hereby purchases
59,124 shares of Class A Common Stock (par value $.001 per share) of the Fund
at a price of $1.00 per share (such shares being hereinafter the "Purchased
Shares"). H&Q hereby acknowledges receipt of one certificate representing
59,124 shares of the Fund's Class A Common Stock and the Fund hereby
acknowledges receipt from H&Q of funds in the amount of $59,124 in full payment
for the Purchased Shares.
2. H&Q represents and warrants to the Fund that the
Purchased Shares are being acquired for investment purposes and not with a view
to the distribution thereof and acknowledges that the certificate for the
Purchased Shares will be legended to so reflect.
3. H&Q agrees that if any Purchased Shares are redeemed
by any holder thereof prior to the end of the period over which the costs
incurred by the Fund in connection with it organization, registration and the
initial public offering of its shares are being amortized, H&Q will pay to the
Fund an amount equal to the number resulting from multiplying the total
unamortized organizational expenses by a fraction, the numerator of which is
equal to the number of Purchased Shares redeemed and the denominator of which
is equal to the aggregate number of Purchased Shares outstanding at the time of
such redemption, to the extent that the Fund has not otherwise been paid such
amount and for so long as it is the administrative positions of the Staff of
the Securities and Exchange Commission to require such reimbursement.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 31st day of March, 1988.
(SEAL)
PACIFIC HORIZON TAX-EXEMPT
MONEY MARKET PORTFOLIO, INC.
ATTEST:
/s/ W. Xxxxx XxXxxxxx, III BY: /s/ Xxxxxx X. Xxxxxxx
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(SEAL)
ATTEST: XXXXXXXXX & XXXXX GROUP, INC.
/s/ Xxxxx Xxxxxx BY: /s/ [signature illegible]
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