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Exhibit 13
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Purchase Agreement with
General American Life Insurance Company
PURCHASE AGREEMENT
This PURCHASE AGREEMENT is made and entered into this 16th day of
February, 1993, by and between The Walnut Street Funds, Inc., a Maryland
corporation (the "Seller") and General American Life Insurance Company, a
Missouri mutual company ("Purchaser").
WITNESSETH THAT:
WHEREAS, the Seller is organized as an open end diversified management
investment company authorized to issue shares in series; and
WHEREAS, the Seller's initial series of shares is The Walnut Street
Prime Reserve Fund, par value $.001 per share (the "Shares"); and
WHEREAS, the Purchaser has previously purchased 1000 Shares, which
constitute all of the issued and outstanding shares of the Seller; and
WHEREAS, the Seller intends to file a Registration Statement on Form
N-1A (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") to register an indefinite number of Shares for
offer and sale to the public; and
WHEREAS, the Seller and Purchaser desire to provide for additional
purchases of Shares by the Purchaser on the terms and conditions hereinafter
set forth;
NOW THEREFORE, in consideration of the premises and the mutual
promises, covenants, and agreements hereinafter set forth, the parties hereby
agree a follows:
1. Within thirty days after the Seller files the Registration
Statement with the Commission and before the Registration Statement is
declared effective by the Commission, upon receipt of notice from the Seller,
the Purchaser shall purchase an additional 100,000 Shares from the Seller,
and the Seller shall sell such Shares to the Purchaser, at a purchase price
of $1.00 per Share. The closing for such purchase shall occur on the first
business day after the Purchaser's receipt of the Seller's notice, and at the
closing, the Purchaser shall deliver $100,000 to the Seller, and the Seller
shall deliver a certificate for 100,000 to the Purchaser.
2. The Purchaser represents and warrants to the Seller that it shall
purchase the Shares as provided in paragraph 1 of this Agreement solely for
investment purposes and not with the view to any resale or other distribution
of such Shares and that the Purchaser has no present intention of disposing
of any such Shares.
3. The Purchaser hereby agrees that if it presents any of the Shares
it purchased hereunder or prior hereto for redemption by the Seller during
the sixty months after the Seller commences its public offering of Shares
pursuant to the Registration Statement, the Purchaser will reimburse the
Seller for any unamortized amortization or initial offering expenses actually
incurred by the
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Seller and not otherwise reimbursed in the same proportion that the number of
Shares purchased under this Agreement or prior hereto being redeemed bears to
the number of Shares purchased under this Agreement and prior hereto outstanding
at the time of redemption.
4. This Agreement shall be binding on the parties hereto and their
successors and assigns and shall be governed by and construed in accordance
with the laws of the State of Missouri.
IN WITNESS WHEREOF, the parties have executed this Agreement on the ---
day of February 1993.
THE WALNUT STREET FUNDS, INC.
By:/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title:
GENERAL AMERICAN LIFE INSURANCE COMPANY
By:/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title:
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