MIMLIC Asset Management Company Letterhead
June 20, 1994
MIMLIC International Balanced Fund, Inc.
000 Xxxxxx Xxxxxx Xxxxx
Xx. Xxxx, XX 00000
Dear Sir/Madam:
In connection with the purchase by MIMLIC Asset Management
Company (the "Purchaser") of 15,000 initial shares 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 understands that the Fund expects to incur
organization expenses in connection with the start-up and
initial registration of the Fund. These costs will be
amortized over 60 months on a straight-line basis beginning
on the date the Fund first offers capital stock to the public
(commencement of operations). If the Purchaser redeems any
or all of the Stock representing initial capital prior to the
end of the 60-month amortization period, the redemption
proceeds will be reduced by their pro rata portion of the
unamortized organization costs. Such proration shall be
calculated by dividing the number of shares of Stock to be
redeemed by the number of shares of Stock representing
initial capital.
MIMLIC International Balanced Fund, Inc.
June 20, 1994
Page Two
4. 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."
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,
MIMLIC Asset Management Company
/s/ Xxxx X. Xxxxxxx
--------------------------------
Xxxx X. Xxxxxxx, President
PHG/ckk
