Subscription Agreement
Subscription Agreement dated November __, 1997 between Cowen
Series Funds, Inc., a Maryland corporation (the "Fund"), and Xxxxx & Company, a
New York limited partnership ("Cowen").
WHEREAS, the Fund is an investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the fund proposes to issue and sell its common stock
(the "Common Stock") to the public pursuant to a Registration Statement on Form
N-1A (the "Registration Statement") filed with the Securities and Exchange
Commission; and
WHEREAS, Section 14(a) of the 1940 Act requires registered
investment companies to have a net worth of at least $100,000 before making a
public offering of its securities;
NOW, THEREFORE, the Fund and Cowen are as follows:
1. The Fund offers to sell to Cowen, and Cowen agrees to
purchase from the Fund, 10,000 shares of the Common
Stock (the "Shares") at a price of $10.00 per Share
on a date, to be specified by the Fund, prior to the
effective date of the Registration Statement.
2. Cowen represents and warrants to the Fund that Cowen
is acquiring the Shares for investment and not with a
view to resale or further distribution of the Shares.
3. Xxxxx'x right under this Subscription Agreement to purchase
the Shares is not assignable.
IN WITNESS WHEREOF, the Fund and Cowen have caused their duly
authorized officers to execute this Subscription Agreement as of the date first
above written.
COWEN SERIES FUNDS, INC.
By:______________________________
Name:
Title:
XXXXX & COMPANY
By:______________________________
Name:
Title:
