Exhibit 13
STOCK SUBSCRIPTION AGREEMENT
February 20, 1998
PBHG Advisor Funds, Inc.
000 Xxxxxxxxx Xxxx
Xxxxx, XX 00000
Gentlemen:
PBHG Advisor Funds, Inc. (the "Corporation"), a newly-organized
open-end management investment company, proposes to make a continuous public
offering of its shares of common stock, par value $ .001 per share, pursuant to
a registration statement on Form N-1A as from time to time amended (the
"Registration Statement"), filed with the Securities and Exchange Commission. In
order to provide the Corporation with a net worth sufficient to commence
operations and to meet the requirements of Section 14 of the Investment Company
of Act of 1940, as amended, Pilgrim Xxxxxx & Associates, Ltd. ("Pilgrim Xxxxxx")
agrees to purchase shares of the Corporation in accordance with the terms and
conditions set forth below.
1. Purchase of Shares. Pilgrim Xxxxxx hereby agrees to purchase from
the Corporation 10,000 shares of its common stock (the "Shares") at a price per
share of $10.00 (except that the price per share of the PBHG Advisor Cash
Reserves Fund shall be $1.00) for an aggregate purchase price of $100,000.00
allocable as follows:
10 Class A shares, 10 Class B shares and 10 Class I shares of the PBHG Advisor
Core Value Fund; 365 Class A shares, 362.5 Class B shares and 362.5 Class I
shares of the PBHG Advisor Value Opportunities Fund; 362.5 Class A shares, 362.5
Class B shares and 362.5 Class I shares of the PBHG Advisor New Contrarian Fund;
362.5 Class A shares, 362.5 Class B shares and 362.5 Class I shares of the PBHG
Advisor Large Cap Concentrated Fund; 10 Class A shares, 10 Class B shares and 10
Class I shares of the PBHG Advisor Growth II Fund; 362.5 Class A shares, 362.5
Class B shares and 362.5 Class I shares of the PBHG Advisor New Opportunities
Fund; 362.5 Class A shares, 362.5 Class B shares and 362.5 Class I shares of the
PBHG Advisor Global Technology & Communications Fund; 10 Class A shares, 10
Class B shares and 10
Class I shares of the PBHG Advisor Blue Chip Growth Fund; 362.5 Class A shares,
362.5 Class B shares and 362.5 Class I shares of the PBHG Advisor Growth
Opportunities Fund; 362.5 Class A shares, 362.5 Class B shares and 362.5 Class I
shares of the PBHG Advisor Enhanced Equity Fund; 10 Class A shares, 10 Class B
shares and 10 Class I shares of the PBHG Advisor Trend Fund; 362.5 Class A
shares, 362.5 Class B shares and 362.5 Class I shares of the PBHG Advisor Master
Fixed Income Fund; 10 Class A shares, 10 Class B shares and 10 Class I shares of
the PBHG Advisor High Yield Fund; 10 Class A shares, 10 Class B shares and 10
Class I shares of the PBHG Advisor Short-Term Government Fund; 3,625 Class A
shares, 3,625 Class B shares and 3,625 Class I shares of the PBHG Advisor Cash
Reserves Fund; and 10 Class A shares, 10 Class B shares and 10 Class I shares of
the PBHG Advisor REIT Fund.
2. Payment of Purchase Price. Pilgrim Xxxxxx will pay to the
Corporation by wire transfer, at least two business days prior to the date
specified by the Corporation as the effective date of the Registration
Statement, $100,000.00, to be allocated to each of the Funds as set forth above.
3. Agreement Not to Sell Shares. Pilgrim Xxxxxx hereby agrees not to
sell, hypothecate or otherwise dispose of any of the Shares unless the Shares
have been registered under the Securities Act of 1933, as amended, and any
applicable state securities laws or, in the opinion of counsel for the
Corporation, valid exemptions from the registration requirements of said Act and
those state laws are available.
4. Representations, Warranties and Acknowledgements. Pilgrim Xxxxxx
represents and warrants that it is acquiring the Shares for its own account for
investment and not with any view to resale or further distribution thereof, and
that it has no present intention to redeem any of the Shares. Pilgrim Xxxxxx
acknowledges and agrees that in the event any of the Shares are redeemed prior
to complete amortization by the Funds of their deferred organization expenses,
the amount payable by the Corporation upon redemption of such Shares shall be
reduced by the pro rata share (based on the number of Shares redeemed and the
total number of Shares then outstanding) of the unamortized organization
expenses as of the date of such redemption.
5. Governing Law. This Agreement and the rights and obligations of the
parties hereunder shall be governed by and construed under the laws of the State
of Maryland.
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If the foregoing letter is in accordance with your understanding of our
agreement, please so indicate in the space provided below for that purpose,
whereupon this letter will become a binding agreement between us in accordance
with its terms.
Very truly yours,
PILGRIM XXXXXX & ASSOCIATES, LTD.
BY: _____________________________
Xxxxxx X. Xxxxxx,
Chairman and
Chief Executive Officer
The foregoing Stock Subscription
Agreement is hereby confirmed and
accepted as of the date
first above written.
PBHG ADVISOR FUNDS, INC.
BY: /s/ Xxxx X. Xxxxxxx,
-----------------------
Xxxx X. Xxxxxxx,
President
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