(MIMLIC Asset Management Letterhead)
February 10, 1987
MIMLIC Fixed Income Securities
Fund, Inc.
000 Xxxxx Xxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Dear Sir/Madam:
In connection with the purchase by MIMLIC Asset Management Company (the
"Purchaser") of 15,000 shares of common stock ("Stock") of MIMLIC Fixed Income
Securities Fund, Inc., 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 you and counsel satisfactory to you 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. You shall have obtained from your 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 you. 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 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 Fixed Income
Securities Fund, Inc. that the transfer may be legally made without
registration under the Federal Securities Act of 1933; or (ii) such
registration."
MIMLIC Fixed Income Securities Fund, Inc.
February 10, 1987
Page Two
The Purchaser hereby authorized you to take such action as you 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,
MIMLIC Asset Management Company
/s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx, Vice President
PHG/emb
