E X H I B I T 13
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THE WHITE ELK FUNDS
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Form of Subscription Agreement
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FORM OF SUBSCRIPTION AGREEMENT
This Subscription Agreement ("Agreement") between The White Elk Funds (the
"Funds"), a business trust organized under the laws of the Commonwealth of
Massachusetts, and ____________________________ (the "undersigned")
(collectively, the "Parties").
In consideration of the mutual promises set forth herein, the Parties agree
as follows:
1. The Fund agrees to sell to the undersigned, and the undersigned agrees to
purchase, _____________ shares of beneficial interest of the Fund ("Shares") at
a price of ten dollars ($10.00) per Share for each series of the Fund in the
following amounts: _____________ Shares of White Elk Large Cap Growth Fund,
_________ Shares of White Elk Mid Cap Growth Fund, ___________ Shares of White
Elk Small Cap Growth Fund, ____________ Shares of White Elk Large Cap Value
Fund, ___________ Shares of White Elk Mid Cap Value Fund, _________________
Shares of White Elk Small Cap Value Fund, _____________ Shares of White Elk
Leveraged All Cap Fund, ___________ Shares of White Elk Global Equity Fund,
__________ Shares of White Elk Long-Term Bond Fund, ___________ Shares of White
Elk Medium-Term Bond Fund, and __________ Shares of White Elk Money Market Fund,
on a date to be specified by the Fund, prior to the effective date of the Fund's
Form N-1A Registration Statement under the Securities Act of 1933 ("1933 Act").
2. The undersigned represents and warrants to the Fund that the Shares are
being acquired solely for investment purposes and not with a view towards resale
or disposition of all or any part thereof, and that he or she has no present
plan or intention to sell or otherwise dispose of the Shares or any part
thereof.
3. The undersigned represents and warrants that he or she has such knowledge
and experience of financial and business matters to evaluate the merits and
risks of the prospective investment and to make an informed decision.
4. The undersigned acknowledges that the Shares have not been registered under
any state of federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
5. The undersigned represents and warrants that the sale of any of the Shares
will only be made by redemption to the Fund and not by a transfer to any third
party.
6. The undersigned agrees to withdraw any request to redeem any of the Shares
to the extent that the Fund informs the undersigned that the effect of such
redemption could have a material adverse effect on the series of the Fund.
7. The undersigned agrees not to otherwise dispose of the Shares or any part
thereof unless a registration statement with respect to such Shares is then in
effect under the 1933 Act and under any applicable state securities laws or
unless the undersigned shall have delivered to the Fund an opinion of counsel,
in form and substance acceptable to the Fund, that no such registration is
necessary.
8. The Parties acknowledge that there are no agreements or arrangements
between the undersigned and any of the Fund's officers, directors, employees or
its investment adviser, or any affiliated persons thereof with respect to the
redemption of the Shares or the future distribution of Fund shares.
9. The undersigned acknowledges that the or she is aware that in issuing and
selling these Shares, the Fund is relying upon the representations, warranties
and acknowledgments contained herein.
IN WITNESS WHEREOF, the Parties hereto have executed this agreement on this
_____ day of _____________, 1998.
THE WHITE ELK FUNDS NAME OF SUBSCRIBER
BY: ______________________________ ____________________________
FORM OF SUBSCRIPTION AGREEMENT
This Subscription Agreement ("Agreement") between The White Elk Funds (the
"Funds"), a business trust organized under the laws of the Commonwealth of
Massachusetts, and Xxxxxxx X. Xxxxxx (the "undersigned") (collectively, the
"Parties").
In consideration of the mutual promises set forth herein, the Parties
agree as follows:
1. The Fund agrees to sell to the undersigned, and the undersigned agrees to
purchase, 100,000 shares of beneficial interest of the White Elk Money Market
Fund ("Shares") at a price of one dollar ($1.00) per Share for each series of
the Fund in the following amounts on a date to be specified by the Fund, prior
to the effective date of the Fund's Form N-1A Registration Statement under the
Securities Act of 1933 ("1933 Act").
2. The undersigned represents and warrants to the Fund that the Shares are being
acquired solely for investment purposes and not with a view towards resale or
disposition of all or any part thereof, and that he or she has no present plan
or intention to sell or otherwise dispose of the Shares or any part thereof.
3. The undersigned represents and warrants that he or she has such knowledge and
experience of financial and business matters to evaluate the merits and risks of
the prospective investment and to make an informed decision.
4. The undersigned acknowledges that the Shares have not been registered under
any state of federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
5. The undersigned represents and warrants that the sale of any of the Shares
will only be made by redemption to the Fund and not by a transfer to any third
party.
6. The undersigned agrees to withdraw any request to redeem any of the Shares to
the extent that the Fund informs the undersigned that the effect of such
redemption could have a material adverse effect on the series of the Fund.
7. The undersigned agrees not to otherwise dispose of the Shares or any part
thereof unless a registration statement with respect to such Shares is then in
effect under the 1933 Act and under any applicable state securities laws or
unless the undersigned shall have delivered to the Fund an opinion of counsel,
in form and substance acceptable to the Fund, that no such registration is
necessary.
8. The Parties acknowledge that there are no agreements or arrangements between
the undersigned and any of the Fund's officers, directors, employees or its
investment adviser, or any affiliated persons thereof with respect to the
redemption of the Shares or the future distribution of Fund shares.
9. The undersigned acknowledges that the or she is aware that in issuing and
selling these Shares, the Fund is relying upon the representations, warranties
and acknowledgments contained herein.
IN WITNESS WHEREOF, the Parties hereto have executed this agreement on
this 6th day of October, 1998.
THE WHITE ELK FUNDS XXXXXXX X. XXXXXX
BY: /s/ Xxxxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxx
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