EXHIBIT 99.B13
SUBSCRIPTION AGREEMENT
FOR
INITIAL STOCKHOLDER
This agreement (the "Subscription Agreement"), dated as of ________________,
is between RCM Equity Funds, Inc. (the "Company") and the ____________________
(the "Stockholder").
WHEREAS, Stockholder is a _________________________________________________;
WHEREAS, the Company is an open-end management investment company registered
under the Investment Company Act of 1940, as amended, and the rules and
regulations promulgated thereunder (the "1940 Act");
WHEREAS, Article IV(1)(a) of the Articles of Incorporation provides that
there shall initially be one series of shares, designated as the "RCM Global
Technology Fund" (the "Fund") consisting initially of 50,000,000 shares of
capital stock ("Fund Shares");
WHEREAS, the Fund is duly authorized to sell its shares;
WHEREAS, the Stockholder has agreed to purchase from the Fund, ___________
shares of capital stock of the Fund (the "Shares") at a price of $10.00 per
share;
WHEREAS, the Board of Directors has received and reviewed the form of the
Subscription Agreement with respect to the proposed sale of capital stock of
the Fund to the Stockholder;
NOW, THEREFORE, the parties to this Agreement hereby agree as follows:
1. The Fund hereby agrees to issue and sell to the Stockholder, and
the Stockholder has agreed to purchase from the Fund, __________ Shares of
the Fund (the "Shares") at a price of $_____ per share.
2. The Stockholder represents and warrants that it is acquiring the
Shares for investment for its own account as the sole beneficial owner
thereof, and that the Shares are not being acquired with a view to or in
connection with any resale, distribution, subdivision, or fractionalization
of any or all of the Shares or any interest therein. The Stockholder further
represents and warrants that it has not entered into any contract,
undertaking, agreement, or arrangement with any person to sell, assign,
transfer, pledge, hypothecate, or exchange all or any part of the Shares to
any other person.
3. The Stockholder hereby agrees that it will not sell, assign,
transfer, pledge, hypothecate, or exchange all or any part of the Shares or
any interest therein except upon repurchase or redemption by the Fund, unless
and until (i) the Stockholder reasonably
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believes that such sale, assignment, transfer, pledge, hypothecation or
exchange will not violate the provisions of the Securities act of 1933 (the
"1933 Act") or any of the rules or regulation thereunder, and the Fund receives
adequate notice of the Stockholder's intentions and does not object to such
sale, assignment, transfer, pledge, hypothecation or exchange, or (ii) the
Stockholder receives an opinion of counsel that such sale, assignment,
transfer, pledge, hypothecation or exchange will not violated the provisions
of the 1933 Act or any of the rules or regulations thereunder.
4. The undersigned represents and warrants that he is __________ of the
Stockholder and that he has all necessary owner and authority to execute this
Subscription Agreement on behalf of the Stockholder and thereby to bind the
Stockholder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
___ day of ___________________.
RCM EQUITY FUNDS, INC.
By: _____________________________
Name:________________________
Title:_______________________
[name of stockholder]
By: _____________________________
Name:________________________
Title:_______________________
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