EXHIBIT 13
Xxxx Small & Mid-Cap Growth Fund, Inc.
Subscription Agreement
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1. Subscription for Shares. I agree to purchase from Xxxx Small & Mid-Cap
Growth Fund, Inc. 6,666.667 shares of capital stock of the Fund for a price of
$15 per share, on the terms and conditions set forth herein and in the
preliminary prospectus described below, and agree to tender $100,000 in payment
therefor at such time as the board of directors or the president determines.
I understand that the Fund filed a registration statement with the
Securities and Exchange Commission on Form N-1A, which contains the preliminary
prospectus describing the Fund and the stock. I acknowledge receipt of a copy
of the preliminary prospectus.
I recognize that the Fund will not be fully operational until it commences
a public offering of its shares. Accordingly, a number of features of the Fund
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 Fund's registration statement becomes effective under the
Securities Act of 1933.
2. Representations and Warranties. I represent and warrant as follows:
(a) I am aware that no federal or state agency has made any finding or
determination as to the fairness for investment, nor any recommendation nor
endorsement, of the shares:
(b) I have such knowledge and experience of financial and business
matters as will enable me to utilize the information made available to me
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;
(c) I recognize that the Fund has only recently been organized and has
no financial or operating history and, further, that investment in the Fund
involves certain risks, and I have taken full cognizance of and understand
all of the risks related to the purchase of the shares and I acknowledge
that I have suitable financial resources and anticipated income to bear the
economic risk of such an investment;
(d) I am purchasing the shares for my own account, for investment, and
not with any intention of redemption, distribution, or resale of the
shares, either in whole or in part;
(e) I will not sell the shares purchased by me without registration of
them under the Securities Act of 1933 or exemption therefrom;
(f) I have been furnished with and have read this agreement, the
preliminary prospectus and such other documents relating to the Fund as I
have requested and as have been provided to me by the Fund;
(g) I have also had the opportunity to ask questions of, and receive
answers from, officers of the Fund concerning the Fund and the terms of the
offering.
3. Rejection of Subscription. I recognize that the Fund reserves the
right to reject or limit any subscription.
4. Social Security Number. I certify under penalties of perjury that the
number shown on this form is my correct social security number and that I am not
subject to backup withholding as result of a failure to report all interest and
dividend income to the Internal Revenue Service.
L. Xxx Xxxx ###-##-####
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(Name please print) (Social Security Number)
0000 Xxxxx 00xx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000
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(Address)
Dated: October 15, 1998 /s/ L. Xxx Xxxx
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(Signature)
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