Minnesota Mutual Letterhead
August 16, 1994
MIMLIC International Balanced Fund, Inc.
000 Xxxxxx Xxxxxx Xxxxx
Xx. Xxxx, XX 00000
Dear Sir/Madam:
In connection with the purchase by The Minnesota Mutual Life
Insurance Company (the "Purchaser") of $20,000,000 of shares, at
net asset value, of common stock ("Stock") of MIMLIC
International Balanced Fund, Inc. (the "Fund"), 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 Fund and counsel satisfactory
to the Fund 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 Fund 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 its Stock in accordance with the terms
specified in its description of the transaction to the Fund.
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, if any,
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 International Balanced Fund,
Inc. that the transfer may be legally made without
registration under the Federal Securities Act of
1933; or (ii) such registration."
MIMLIC International Balanced Fund, Inc.
August 16, 1994
Page Two
The Purchaser hereby authorizes the Fund 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,
The Minnesota Mutual Life Insurance Company
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Second Vice President
JPT/ckk
