EXHIBIT 99.13
SUBSCRIPTION AGREEMENT
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This Agreement is made as of the 26th day of October 1993, by and between
WPS&Co., N.V., an international business company organized and existing under
the laws of the Netherlands Antilles ("WPS"), and X.X. Xxxxxxx & Co. Growth
Fund, Inc., a corporation organized and existing under the laws of the State of
Maryland (the "Fund").
WHEREAS, the Fund intends to register as an open-end investment company
under the Investment Company Act of 1940 and to register the shares of its
common stock, par value $.001 per share (the "Shares"), pursuant to the
Securities Act of 1933; and
WHEREAS, in order to effect such proposed registrations the Fund is
required to have minimum capital of $100,000; and
WHEREAS, WPS desires to subscribe for Shares in order to provide such
required capital;
NOW, THEREFORE, the parties hereto agree as follows:
1. WPS hereby subscribes for 1,000 Shares at a price of $100 per Share, for
a total purchase price of $100,000 (the "Purchase Price"), and the Fund agrees
to issue 1,000 fully paid and nonassessable Shares to WPS upon payment of the
Purchase Price in the manner set forth below.
2. WPS agrees to pay the Purchase Price to the Fund on the date hereof in
immediately available funds.
3. Such purchase by WPS of Shares shall be reflected promptly on the books
of the Company, and upon the request of WPS, the Fund shall issue a certificate
representing 1,000 fully paid and nonassessable Shares in the name of WPS.
4. WPS agrees not to redeem or transfer any of the Shares for which WPS is
subscribing pursuant to this Agreement until ten (10) calendar days following
the day upon which the Fund has at least $1,000,000 in net assets (as defined in
the Fund's prospectus) or ceases to be registered as an investment company under
the Investment Company Act of 1940.
5. WPS hereby represents and warrants to the Fund that it is not acquiring
the Shares with a view to the distribution thereof.
6. The Fund hereby represents and warrants to WPS that, when issued to WPS,
the Shares for which WPS is subscribing pursuant to this Agreement will be
validly issued, fully paid and nonassessable.
7. This Agreement represents the entire agreement between the parties
hereto with respect to its subject matter and may be modified only with the
written agreement of both parties. Neither this Agreement nor any rights
hereunder may be assigned by either party. This Agreement shall be governed and
construed according to the law of the State of New York without regard to its
rules relating to choice of law.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the day
and year first above written.
X.X. XXXXXXX & CO., N.V.
NORO-MANAGEMENT SERVICES N.V. NORO (CURACAO) N.V.
Managing Director Managing Director
By: /s/ [illegible] By: /s/ [illegible]
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Authorized Signatory Authorized Signatory
X.X. XXXXXXX & CO.
GROWTH FUND, INC.
By: /S/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: Attorney-in-fact
