Exhibit 99.13D
STOCK SUBSCRIPTION AGREEMENT
THIS AGREEMENT is entered into by and between Chubb Life Insurance Company
of America (hereinafter "Chubb Life"), a stock life insurance company existing
under and by virtue of the laws of the State of New Hampshire, and the Chubb
America Fund, Inc. (hereinafter "the Company"), 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 Company agrees to sell to Chubb Life, and Chubb Life hereby
subscribes to purchase Shares of Stock of the Growth Portfolio; International
Equity Portfolio and High Yield Bond Portfolio at $.01 Par Value.
2. Chubb Life agrees to pay for at least one share at some time on or
before the effective date of the update amendment required by Item 32 to the
registration statement filed by the Company on Form N-1A and to purchase and pay
for such additional Shares it desires when Chubb Life in its sole discretion
deems desirable.
3. Chubb Life acknowledges that the Shares have not been, and will not be
registered under any state or federal securities laws and that, therefore, the
Company is relying on certain exemptions therein from such registration
requirements, including exemptions dependent on the intent of the undersigned in
acquiring the Shares. Chubb Life also understands that any resale of the Shares,
or any part thereof, may be subject to restrictions under state and federal
securities laws, and that Chubb Life may be required to bear the economic risk
of an investment in the Shares for an indefinite period of time.
4. Chubb Life 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; and
5. Chubb Life agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Company an
opinion of counsel acceptable to the Company, in form and substance acceptable
to the Company, that no such registration is necessary.
