Exhibit 13
Xxxxxx Value Fund, Inc.
Subscription Agreement
----------------------
1. Subscription for Shares. We agree to purchase from the Xxxxxx Value
Fund, Inc. 5,000 shares each of capital stock of the Fund for a price of $10
per share, on the terms and conditions set forth herein and in the preliminary
prospectus described below, and agree to tender $50,000 each in payment
therefor at such time as the board of directors or the president determines.
We understand that the Fund filed a registration statement with the
Securities and Exchange Commission on Form N-1A, which contains the preliminary
prospectus describing the Fund and the stock. We acknowledge receipt of a copy
of the preliminary prospectus.
We recognize that the Fund will not be fully operational until it commences
a public offering of its shares. Accordingly, a number of features of the Fund
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 statement becomes effective under the
Securities Act of 1933.
2. Representations and Warranties. We represent and warrant as follows:
(a) We are aware that no federal or state agency has made any finding
or determination as to the fairness for investment, nor any recommendation
nor endorsement, of the shares:
(b) We have such knowledge and experience of financial and business
matters as will enable me to utilize the information made available to me
in connection with the offering of the shares to evaluate the merits and
risks of the prospective investment and to make an informed investment
decision;
(c) We recognize that the Fund has only recently been organized and
has no financial or operating history and, further, that investment in the
Fund involves certain risks, and we have taken full cognizance of and
understand all of the risks related to the purchase of the shares and we
acknowledge that we have suitable financial resources and anticipated
income to bear the economic risk of such an investment;
(d) We are purchasing the shares for our own account, for investment,
and not with any intention of redemption, distribution, or resale of the
shares, either in whole or in part;
(e) We will not sell the shares purchased without registration
of them under the Securities Act of 1933 or exemption therefrom;
(f) We have been furnished with and have read this agreement, the
preliminary prospectus and such other documents relating to the Fund as we
have requested and as have been provided to us by the Fund;
(g) We have also had the opportunity to ask questions of, and receive
answers from, officers of the Fund concerning the Fund and the terms of the
offering.
3. Rejection of Subscription. We recognize that the Fund reserves the
right to reject or limit any subscription.
4. Social Security Numbers. We certify under penalties of perjury that
the numbers shown on this form are our correct social security numbers
and that we are not subject to backup withholding as result of a failure to
report all interest and dividend income to the Internal Revenue Service.
Xxxxxxx X Xxxxxx ###-##-####
000 Xxx Xxxx (Social Security Number)
Xxxxxxxxxx XX 00000
Xxxxxx X Xxxxxx ###-##-####
000 Xxxx Xxxx Xxxxx (Social Security Number)
Xxxxxxxxxx XX 00000
Dated: February 11, 1998 /s/ Xxxxxxx X Xxxxxx
/s/ Xxxxxx X Xxxxxx
