EX-99.B13
SUBSCRIPTION AGREEMENT
The Northwestern Mutual Life Insurance Company (the "Company") hereby
subscribes for 10,800 shares of the capital stock of Xxxxx Street Funds, Inc.
("MSF"), par value $.001 per share, consisting of 600 Class A and 600 Class B
shares of each of the nine series of MSF: Aggressive Growth Stock Fund,
International Equity Fund, Growth Stock Fund, Growth and Income Stock Fund,
Index 500 Stock Fund, Asset Allocation Fund, High Yield Bond Fund, Municipal
Bond Fund and Select Bond Fund. The Company agrees to pay therefor, on the
issuance of such stock, the sum of $10.00 per share of capital stock, in the
total amount of $108,000, at such time as the President of MSF may, by notice,
require but in no event later than March 31, 1997.
The Company hereby represents that, subject to any requirement of law that
the disposition of its property shall at all times be within its control, such
shares of the capital stock of MSF are being acquired for investment and not
with a view to resell or otherwise distribute such shares.
The undersigned acknowledges and understands that shares of MSF will be
issued to the undersigned in a private placement and are not currently
registered under the Securities Act of 1933 or applicable state securities laws,
in reliance by MSF on the representations and warranties made by the undersigned
herein. The undersigned agrees not to sell or redeem any of the shares of MSF
issued pursuant hereto (the "initial shares") unless there is a registration
statement covering such shares then in effect or pursuant to an available
exemption from such registration supported by an
opinion of counsel to such effect. In addition, the undersigned understands and
acknowledges that, if any of the initial shares are redeemed by the undersigned
before the deferred organizational expenses of MSF are completely amortized,
there shall be deducted from the redemption price payable to the undersigned the
pro rata unamortized portion of such expenses attributable to the redeemed
shares (based on the ratio that the number of redeemed shares bears to the
number of initial shares then outstanding).
THE NORTHWESTERN MUTUAL
LIFE INSURANCE COMPANY
ATTEST:
________________________ By:_______________________________
Assistant Secretary President and Chief Executive Officer
