EXHIBIT (l)
INITIAL CAPITAL AGREEMENT
_________, 1999
Dear Sir or Madam:
In connection with the purchase by Xxxxx X. Xxxxx (the "Purchaser") of
10,000 initial Series A Common Shares at a price of $10 per share and 10,000
initial Series B Common Shares at a price of $10 per share of American Eagle
Funds, Inc. (the "Company"), relating to the American Eagle Capital Appreciation
Fund and the American Eagle Twenty Fund, respectively (individually a "Fund"
and, collectively, the "Funds"), 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 Funds and counsel satisfactory to the Funds
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 Funds 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 such stock in accordance with the terms
specified in its description of the transaction to the Funds. 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 transfer
is registered.
3. The Purchaser understands that the Funds expect to incur organizational
expenses in connection with the start-up and initial registration of the
Funds. These costs will be amortized over 60 months on a straight-line
basis beginning on the date such Fund first offers capital stock to the
public (commencement of operations). If the Purchaser redeems any or all of
the stock representing initial capital in a Fund prior to the end of the
60-month amortization period, the redemption proceeds will be reduced by
their pro rata portion of the unamortized organizational 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.
4. The Purchaser further agrees that all certificates, if any,
representing such stock shall contain on the face of such
certificate the following legend: "American Eagle Capital
Appreciation Fund" or "American Eagle Twenty Fund," as the case may
be, and on the
reverse of such certificate "The shares represented by this
certificate may not be transferred without (i) the opinion of
counsel satisfactory to American Eagle Funds, 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 Company 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,
Xxxxx X. Xxxxx