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EXHIBIT-99.B13
SUBSCRIPTION AGREEMENT
XXXXXX INVESTORS FUND
Blue Chip Portfolio
Global Income Portfolio
1. Share Subscription. The undersigned agrees to purchase from XXXXXX
INVESTORS FUND (the "Fund") the number of shares (the "Shares") of the Fund's
Blue Chip and Global Income Portfolios (the "Portfolios"), without par value,
set forth at the end of this Agreement on the terms and conditions set forth
herein and in the Preliminary 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 or an amendment thereto for filing with the Securities and Exchange
Commission on Form N-1A, which contains the Preliminary Prospectus which
describes the Fund, the Portfolios and the Shares. By its signature hereto,
the undersigned hereby acknowledges receipt of a copy of the Preliminary
Prospectus.
The undersigned recognizes that the Portfolios will not be fully
operational until such time as they commence the public offering of their
shares. Accordingly, a number of features of the Portfolios 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 under the Securities Act of 1933 is made
effective.
2. Registration 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
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the prospective investment and to make an informed investment decision;
(c) It recognizes that the Portfolios have no financial or
operating history and, further, that investment in the Portfolios 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;
(e) It will not sell the Shares purchased by it without
registration of the Shares under the Securities Act of 1933 or 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 also had the opportunity to ask questions of, and
receive answers from, representatives of the Fund concerning the Fund 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.
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Number of Shares of each Portfolio: 100,000 shares at a subscription
price of $1.000 per share for an aggregate price of $100,000.00 for each of the
Blue Chip and Global Income Portfolios.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 22nd
day of April, 1997.
ZURICH XXXXXX INVESTMENTS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Title: Senior Vice President
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