Exhibit 13(a)
PURCHASE AGREEMENT
U.S.T. Master Tax-Exempt Funds, Inc. (the "Fund"), a
Maryland corporation, and Shearson ▇▇▇▇▇▇ Brothers Inc.
("Shearson"), a Delaware corporation, hereby agree with each
other as follows:
1. The Fund hereby offers Shearson and Shearson hereby
purchases 90,000 shares of Class A Common Stock (par value $.001 per share) of
the Fund (the "Class A Shares") at a price of $1.00 per share, 625 shares of
Class B Common Stock (par value $.001 per share) at a price of $1.00 per share
and 625 shares of Class C Common Stock (par value $.001 per share) of the Fund
at a price of $8.00 per share; Shearson hereby acknowledges receipt of one
certificate representing the Class A Shares, one certificate representing the
Class B Shares and one certificate representing the Class C Shares (the
"Shares"), and the Fund hereby acknowledges receipt from Shearson of funds in
the amount of $100,000 in full payment for the Shares.
2. Shearson represents and warrants to the Fund that the
Shares are being acquired for investment purposes and not with a view to the
distribution thereof.
3. Shearson agrees that if it or any direct or indirect
transferee of any of the Shares redeems any of the Shares prior to the fifth
anniversary of the date the Fund begins its investment activities, Shearson
will pay to the Fund an amount equal to the number resulting from multiplying
the Fund's total unamortized organizational expenses by a fraction, the
numerator of which is equal to the number of Shares redeemed by Shearson 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.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 6th day of February, 1985.
(SEAL) U.S.T. MASTER TAX-EXEMPT FUNDS, INC.
Attest:
/s/ W. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, III By: /s/ ▇▇▇▇▇ A.G. Loud
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(SEAL) SHEARSON ▇▇▇▇▇▇ BROTHERS INC.
Attest:
/s/ W. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, III By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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