EXHIBIT 13.
FORM OF SHARE SUBSCRIPTION AGREEMENT
BY AND BETWEEN THE HOLLAND TRUST
AND HOLLAND CAPITAL MANAGEMENT
FORM OF
SHARE SUBSCRIPTION AGREEMENT
THIS AGREEMENT is by and between Holland Capital Management, L.P.
("Investment Manager") and the Holland Trust (the "Trust"), a business trust
organized and existing under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties agree
as follows:
1. The Trust agrees to sell to the Investment Manager and the Investment
Manager hereby subscribes to purchase 10,000 shares (the "Shares") of the Growth
Fund Series of the Trust's shares of beneficial interest, with a par value of
$.01 per share, at a price of ten dollars ($10.00) per Share.
2. The Investment Manager agrees to pay $100,000 for such Shares at the
time of their issuance, which shall occur upon call of the President of the
Trust at any time on or before the effective date of the Trust's Registration
Statement filed by the Trust on Form N-1A with the Securities and Exchange
Commission.
3. The Investment Manager acknowledges that the Shares have not been, and
will not be, registered under any state or federal securities laws and that,
therefore, the Trust is relying on certain exemptions therein from such
registration requirements, including exemptions dependent on the intent of the
undersigned in acquiring the Shares. The Investment Manager also understands
that any resale of the Shares, or any part thereof, may be subject to
restrictions under state and federal securities laws, and that the Investment
Manager may be required to bear the economic risk of any investment in the
Shares for an indefinite period of time.
4. The Investment Manager represents and warrants that it is acquiring
the Shares solely for its own account and solely for investment purposes and not
with a view to the resale or disposition of all or any part thereof, and that it
has no present plan or intention to sell or otherwise dispose of the Shares or
any part thereof.
5. The Investment Manager agrees that it will not sell or dispose of the
Shares or any part thereof unless the Registration Statement with respect to
such Shares is then in effect under the Securities Act of 1933 and under any
applicable state securities laws.
6. The Investment Manager further agrees to withdraw any request to
redeem any of the Shares to the extent the Trust informs the undersigned that
the effect of such redemption could be to reduce the net worth of the Trust
below $50,000.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this ___ day of ___________, 1996.
HCM INVESTMENTS, INC.
By:_________________________________________
Xxxxx X. Xxxxxxx
President, Treasurer & Director
THE HOLLAND TRUST
By:_________________________________________
Xxxxx X. Xxxxxxx
President & Chairman of the Board