Exhibit 13(a)
XXXXXX BROTHERS FUNDS, INC.
PURCHASE AGREEMENT
Xxxxxx Brothers Funds, Inc. (the "Company"), a Maryland corporation, and
Shearson Xxxxxx Brothers Inc. (the "Distributor"), hereby agree as follows:
1. The Company hereby offers the Distributor and the Distributor hereby
purchases 100,000 shares (the "Shares") at $1.00 per share in such classes of
the Company's Daily Income Fund and Municipal Income Fund, each with par value
of $.001 per share (the "Portfolios") as determined by the Distributor. The
Shares are the "initial shares" of the Portfolios. The Distributor hereby
acknowledges receipt of a purchase confirmation reflecting the purchase of
100,000 Shares, and the Company hereby acknowledges receipt from the
Distributor of funds in the amount of $100,000 in full payment for the Shares.
2. The Distributor represents and warrants to the Company that the
Shares are being acquired for investment purposes and not for the purpose of
distribution.
3. The Distributor agrees that if it or any direct or indirect
transferee of the Shares redeems the Shares prior to the fifth anniversary of
the date that the Company begins its investment activities, the Distributor
will pay to the Company an amount equal to the number resulting from
multiplying the Company's total unamortized organizational expenses by a
fraction, the numerator of which is equal to the number of Shares redeemed by
the Distributor or such transferee and the denominator of which is equal to
the number of Shares outstanding as of the date of such redemption, as long as
the administrative position of the staff of the Securities and Exchange
Commission requires such reimbursement.
4. The Company represents that a copy of its Amended Articles of
Incorporation is on file in the Office of the Secretary of the State of
Maryland.
5. This Agreement has been executed on behalf of the Company by the
undersigned officer of the Company in his capacity as an officer of the
Company. The obligations of this Agreement shall be binding only upon the
assets and property of each individual Portfolio and not upon the assets and
property of any other portfolio of the Company and shall not be binding upon
any Director, officer or shareholder of a Portfolio or the Company
individually.
6. This agreement shall be governed by, and construed and interpreted
in accordance with, the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 14th day of July, 1993.
XXXXXX BROTHERS FUNDS, INC.
Attest:
/s/ Xxxxx Xxxxxxx By: /s/ Xxxxxx
Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: President
Attest: SHEARSON XXXXXX BROTHERS INC.
/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx X.
XxXxxxxx
Name: Xxxxx X. XxXxxxxx
Title: Chairman of the Board
SHARED\GLOBAL\LEHMBROS\AGRMTS\PURCHASE.DOC
