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Exhibit 99.B13
XXXXXX TARGET EQUITY FUND
XXXXXX RETIREMENT FUND SERIES VII
Subscription Agreement
1. Share Subscription. The undersigned agrees to purchase
from Xxxxxx Target Equity Fund (the "Fund") the number of shares (the "Shares")
of the series of the Fund known as Xxxxxx Retirement Fund Series VII (the
"Portfolio"), without par value, set forth at the end of this Agreement on
the terms and conditions set forth herein and in the Preliminary Prospectus
("Preliminary Prospectus") described below, and hereby tenders the amount of
the price required to purchase these Shares at the price set forth at the end
of this Agreement.
The undersigned understands that the Fund has prepared a registration
statement or an amendment thereto for filing with the Securities and Exchange
Commission on Form N-1A, which contains the Preliminary Prospectus which
describes the Fund, the Portfolio and the Shares. By its signature hereto,
the undersigned hereby acknowledges receipt of a copy of the Preliminary
Prospectus.
The undersigned recognizes that the Portfolio will not be fully
operational until such time as it commences the public offering of its shares.
Accordingly, a number of features of the Portfolio described in the Preliminary
Prospectus, including, without limitation, the declaration and payment of
dividends, and redemption of shares upon request of shareholders, are not, in
fact, in existence at the present time and will not be instituted until the
Portfolio's registration under the Securities Act of 1933 is made effective.
2. Registration and Warranties. The undersigned hereby represents and
warrants as follows:
(a) It is aware that no Federal or state agency has made any
findings or determination as to the fairness for investment, nor any
recommendation or endorsement, of the Shares;
(b) It has such knowledge and experience of financial and business
matters as will enable it to utilize the information made available to it
in connection with the offering of the Shares, to evaluate the merits and
risks of the prospective investment and to make an informed investment
decision;
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(c) It recognizes that the Portfolio has no financial or operating
history and, further, that investment in the Portfolio involves certain
risks, and it has taken full cognizance of and understands all of the
risks related to the purchase of the Shares, and it acknowledges that it
has suitable financial resources and anticipated income to bear the
economic risk of such an investment;
(d) It is purchasing the Shares for its own account, for investment,
and not with any present intention of redemption, distribution, or resale
of the Shares, either in whole or in part;
(e) It will not sell the Shares purchased by it without registration
of the Shares under the Securities Act of 1933 or exemption therefrom;
(f) This Agreement and the Preliminary Prospectus and such material
documents relating to the Fund as it has requested have been provided to
it by the Fund and have been reviewed carefully by it; and
(g) It has also had the opportunity to ask questions of, and receive
answers from, representatives of the Fund concerning the Fund and the
terms of the offering.
3. The undersigned recognizes that the Fund reserves the unrestricted
right to reject or limit any subscription and to close the offer at any time.
Number of Shares: 11,111.111 of Xxxxxx Retirement Fund Series VII.
Subscription price $9.00 per share for an aggregate price of $100,000.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 22nd
day of April, 1997.
ZURICH XXXXXX INVESTMENTS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Title: Senior Vice President
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