EXHIBIT 23(L)
SUBSCRIPTION AGREEMENT BETWEEN REGISTRANT AND XX. XXXXXXXX X. XXXXXXX
SUBSCRIPTION AGREEMENT
Optimal Funds, Inc.
000-X XX, Xxxxx 00
Xxxxxxx, XX 00000
Gentlemen:
The undersigned ("Subscriber") hereby subscribes for and agrees to acquire
from Optimal Funds, Inc., a corporation incorporated under the laws of the State
of Maryland (the "Corporation"), the number of shares of $.0001 par value Common
stock of The Optimal Fund (the "Shares") of the Corporation shown below in
consideration of a cash contribution of $100,000 ($10.00 per share).
Subscriber hereby represents and warrants to the Corporation that:
(a) Subscriber hereby acknowledges and agrees that the shares will be
issued in reliance upon the exemption from registration contained in
Section 4(2) of the Securities Act of 1933 (the "Securities Act"), and
that such Shares will or may also be issued in reliance upon the
exemptions from registration contained in relevant sections of the
Maryland Securities Act and/or comparable exemptions contained in the
securities laws of other jurisdictions to the extent applicable, and
that the transfer of such shares may be restricted or limited as a
condition to the availability of such exemptions.
(b) The shares are being purchased for investment for the account of the
undersigned and without the intent of participating directly or
indirectly in a distribution of such Shares, and the Shares will not
be transferred except in a transaction that is in compliance with any
and all applicable securities laws.
(c) Subscriber has been supplied with, or has had access to, all
information, including financial statements and other financial
information, of the Corporation, to which a reasonable investor would
attach significance in making investment decisions, and has had the
opportunity to ask questions of, and receive answers from,
knowledgeable individuals concerning the Corporation and the Shares.
(d) Subscriber understands that no registration statement or prospectus
with respect to the corporation or the shares is yet effective, and
Subscriber has made his own inquiry and analysis with respect to the
Corporation and the shares.
(e) Subscriber personally, or together with his purchaser representative,
has such knowledge and experience in financial and business matters to
be capable of evaluating the merits and risks of an investment in the
Corporation and the Shares.
(f) Subscriber is financially able to bear the economic risk of this
investment, can afford to hold the shares for an indefinite period and
can afford a complete loss of this investment
Dated as of the _______ day of May, 1999
Shares of
The Optimal Fund Subscribed Purchase Amount
10,000 $100,000
SUBSCRIBED BY:
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Xxxxxxxx X. Xxxxxxx
ACCEPTED BY:
OPTIMAL FUNDS, INC.
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XXXXXXXX X. XXXXXXX
President
