PURCHASE AGREEMENT
Xxxxx Value Fund, Inc. (the "Fund"), a corporation organized under the
laws of the State of Maryland, and Ladenburg Xxxxxxxx Fund Management Inc.
("LTFM") hereby agree as follows:
1. The Fund offers LTFM and LTFM hereby purchases 10,000 shares of
common stock of the Fund, each of which shall be designated "Common Shares" each
having a par value $.001 per share (the "Shares") at a price of $10.00 (the
"Initial Shares"). LTFM hereby acknowledges receipt of certificates representing
the Initial Shares and the Fund hereby acknowledges receipt from LTFM of
$100,000.00 in full payment for the Initial Shares.
2. LTFM represents and warrants to the Fund that the Initial Shares are
being acquired for investment purposes and not for the purpose of distributing
them.
3. LTFM agrees that if the holder of the Initial Shares redeems any
Initial Shares in the Fund before five years after the date upon which the Fund
commences its investment activities, the redemption proceeds will be reduced by
the amount of unamortized organizational expenses in the same proportion as the
number of Initial Shares being redeemed bears to the number of Initial Shares
outstanding at the time of redemption. The parties hereby acknowledge that any
Shares acquired by LTFM other than the Initial Shares have not been acquired to
fulfill the requirements of Section 14 of the Investment Company Act of 1940, as
amended, and, if redeemed, their redemption proceeds will not be subject to
reduction based on the unamortized organizational expenses of the Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 20th day of November, 1997.
XXXXX VALUE FUND, INC.
By: /s/ Xxxx X. Xxxxx
Name:Xxxx X. Xxxxx
Title:Chairman and CEO
ATTEST:_____________________
LADENBURG XXXXXXXX FUND MANAGEMENT INC.
By:/s/ Xxx Xxxxxxxx
Name:Xxx Xxxxxxxx
Title:President
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