XXXXX EXHIBIT 12
REFERENCE N-1A EXHIBIT (L)
Subscription Agreement
(for Initial Capital)
To: Xxxxxxx Impact Fund, Inc.
In connection with the initial capitalization of Xxxxxxx Impact Fund,
Inc. ("the Fund"), the undersigned hereby purchases shares of common
stock ("shares") and tenders the amount in payment thereof set forth below.
1. Own account. The undersigned hereby represents, warrants and covenants
that it is acquiring the shares in good faith solely for the undersigned's own
account, for investment purposes and not with a view to resale,
fractionalization, disposition or distribution of all or any part thereof. The
undersigned will be the sole party in shares in this investment and will be
vested with all legal and equitable rights in the shares. The undersigned is
aware that there are legal and practical limits on the undersigned's ability to
sell or dispose of the shares, and, therefore, that the undersigned must bear
the economic risk of the investment for an indefinite period of time.
2. No registration. The undersigned understands, recognizes and acknowledges
that the shares has not been registered under the Securities Act of 1933, as
amended, or any applicable state securities laws by reason of exemptions from
the registration requirements of the Act and such laws, and may not be sold,
pledged, assigned, or otherwise disposed of in the absence of an effective
registration statement under the Act unless an exemption from such registration
is available. The Fund is under no obligation to, and has no intention to,
register the shares or comply with any exemption from registration to permit any
resale.
3. No sale or transfer. The undersigned will not attempt to sell, transfer,
assign, pledge, or otherwise dispose of all or any portion of the undersigned's
shares unless such transaction would cause no material harm to the Fund.
The undersigned hereby purchases _____ shares and tenders in payment
thereof, good funds in an amount equal to $_______ on this __th day of
september,
2000.
Xxxxxxx Asset Management Company, Inc.
BY: /s/ Xxxxxxx X. Xxxxxxxxx
XXXXXXX X. XXXXXXXXX
SENIOR VICE PRESIDENT
