FORM OF STOCK SUBSCRIPTION AGREEMENT
THIS AGREEMENT by and between Xxxxx & Xxxxxx, Inc. ("Xxxxx & Babson") and
Investors Xxxx Series Fund, Inc. (the "Fund"), a corporation organized and
existing under and by virtue of the laws of the State of Maryland.
In consideration of the mutual promises set forth herein, the parties agree as
follows:
1. The Fund agrees to sell to Xxxxx & Babson and Xxxxx & Xxxxxx hereby
subscribes to purchase the specified number of shares of common stock of the
following nine (9) Portfolios of the Fund: 1,112 shares of the Balanced
Portfolio, 1,112 shares of the Global Fixed Income Portfolio, 1,112 shares of
the Growth & Income Portfolio, 1,112 shares of the Intermediate Fixed Income
Portfolio, 1,112 shares of the Large Cap Value Portfolio, 1,112 shares of the
Large Cap Growth Portfolio, 1,112 shares of the Mid Cap Equity Portfolio and
1,112 shares of the Small Cap Equity Portfolio, each with a par value of $.01
per Share, at a price of ten dollars ($10.00) per each Share; and 11,111 shares
of the Money Market Portfolio with a par value of $.01 per Share, at a price of
one dollar ($1.00) per share (together, the "Shares").
2. Xxxxx & Babson agrees to pay $100,000 for all such Shares at the time of
their issuance, which shall occur upon call of the President of the Fund, at any
time on or before the effective date of the Fund's Registration Statement filed
by the Investors Xxxx Series Fund, Inc. on Form N-1A with the Securities and
Exchange Commission ("Registration Statement") on August 1, 1997.
3. Xxxxx & Babson acknowledges that the Shares to be purchased hereunder have
not been, and will not be, registered under the federal securities laws and
that, therefore, the Fund is relying on certain exemptions from such
registration requirements, including exemptions dependent on the intent of the
undersigned in acquiring the Shares. Xxxxx & Xxxxxx also understands that any
resale of the Shares, or any part thereof, may be subject to restrictions under
the federal securities laws, and that Xxxxx & Babson may be required to bear the
economic risk of any investment in the Shares for an indefinite period of time.
4. Xxxxx & Xxxxxx represents and warrants that it is acquiring the Shares solely
for its own account and solely for investment purposes and not with a view to
the resale or disposition of all or any part thereof, and that it has no present
plan or intention to sell or otherwise dispose of the Shares or any part
thereof.
5. Xxxxx & Babson agrees that it will not sell or dispose of the Shares or any
part thereof unless the Registration Statement with respect to such Shares is
then in effect under the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their
duly authorized representatives this _____ day of _______________, 1997.
XXXXX & XXXXXX, INC.
By:___________________________
Title:
INVESTORS XXXX SERIES FUND, INC.
By:____________________________
Title:
