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EXHIBIT 99.B13
HOTCHKIS AND WILEY VARIABLE TRUST
SUBSCRIPTION AGREEMENT
1. Share Subscription. The undersigned agrees to purchase from Hotchkis
and Wiley Variable Trust (the "Fund") the number of shares (the "Shares")
without par value, set forth at the end of this Agreement on the terms and
conditions set forth herein and in the 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 and an amendment thereto for filing with the Securities and Exchange
Commission on Form N-1A, which contains the Preliminary Prospectus which
describes the Fund and the Shares. By its signature hereto, the undersigned
hereby acknowledges receipt of a copy of the Preliminary Prospectus.
The undersigned recognizes that the Fund will not be fully operational
until such time as it commences the 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 under the Securities Act of 1933 is effective.
2. Representations 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;
(c) It recognizes that the Fund has no financial or operating history
and, further, that investment in the Fund 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;
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(e) It will not sell the Shares purchased by it without registration
of the Shares under the Securities Act of 1933 or an 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 had the opportunity to ask questions of and receive
answers from, representatives of the Fund concerning the Funds 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. 4,999 Shares at $10.00 per Share of Equity Income VIP
Portfolio; 4,999 Shares at $10.00 per Share of Low Duration VIP Portfolio; 1
Share at $10.00 per Share of Total Return Bond VIP Portfolio and 1 Share at
$10.00 per Share of International VIP Portfolio for an aggregate amount of
$100,000.00
IN WITNESS WHEREOF, the undersigned has executed this instrument this 16th
day of January, 1998.
HOTCHKIS AND WILEY, a division of the
Xxxxxxx Xxxxx Capital Management Group
of Xxxxxxx Xxxxx Asset Management, L.P.
By: /s/ XXXXX X. XXXXXX
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Title: CFO
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