SHARE PURCHASE AGREEMENT
Share Purchase Agreement, dated as of December 27, 1995, among the
Lipper Funds, Inc., a corporation organized under the laws of Maryland (the
"Company"), Lipper & Company, L.L.C., a limited liability company organized
under the laws of Delaware ("Lipper"), and Prime Lipper Asset Management, a New
York general partnership ("Prime Lipper").
WHEREAS, the Company is an investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Company proposes to issue and sell shares of its common
stock, par value $.001 per share (the "Common Stock"), to the public pursuant to
a Registration Statement on Form N-1A (the "Registration Statement") filed with
the Securities and Exchange Commission; and
WHEREAS, Section 14(a) of the 1940 Act requires each registered
investment company to have a net worth of at least $100,000 before making a
public offering of its securities.
NOW, THEREFORE, the Company, Lipper and Prime Lipper agree as follows:
1. The Company offers to sell to Lipper and Prime Lipper, and each of
Lipper and Prime Lipper agree to purchase from the Company, 6,667
shares and 3,333 shares, respectively, of the Premier Shares of the
Company's Common Stock corresponding to the Lipper U.S. Equity fund
series at a price of $10.00 per share (the "{Shares"), on a date to
be specified by the Company, prior to the effective date of the
Registration Statement.
2. Each of Lipper and Prime Lipper represents and warrants to the
Company that the Shares are being acquired for investment purposes
and not with a view to the distribution thereof.
3. Each of Lipper and Prime Lipper 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 Company begins its
investment activities, each of Lipper and Prime Lipper will pay 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
Lipper or Prime Lipper, as the case may be, 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 required such reimbursement
IN WITNESS WHEREOF, each of the Company, Lipper and Prime Lipper has
caused a duly authorized person to execute this Share Purchase Agreement as of
the date first above written.
THE LIPPER FUNDS, INC.
By:/s/XXXXXXX XXXXXXXX
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Name: Xxxxxxx Xxxxxxxx
Title: Executive Vice President
LIPPER & COMPANY, L.L.C.
By:/s/XXXXXX XXXXXX
--------------------------------
Name: Xxxxxx Xxxxxx
Title: Executive Vice President
PRIME LIPPER ASSET MANAGEMENT
By: Lipper Europe, L.P.,
a General Partner
By: Lipper & Company, Inc.,
as General Partner
By:/s/XXXXXXX XXXXXXXX
--------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Executive Vice President
