EXHIBIT l(5)
SUBSCRIPTION AGREEMENT
Valassis Enterprises, Inc. ("Purchaser"), hereby subscribes for
41,666.667 shares (the "Shares") of the ▇▇▇▇▇▇▇ Opportunities Fund (the
"Fund") and agrees to pay $12 per Share for all such Shares. Purchaser
understands that the Fund has filed a Registration Statement with the
Securities and Exchange Commission containing a Prospectus that describes
the Fund and the Shares, a copy of which has been received by the
Purchaser. Purchaser has been informed by the investment adviser to the
Fund that the Registration Statement referred to above became effective on
October 11, 1999.
Purchaser represents and warrants to the Fund as follows:
(a) Purchaser is aware that no federal or state agency has made any
finding or determination as to the fairness for investment, nor any
recommendation or endorsement of the Shares;
(b) Purchaser has such knowledge and experience of financial and
business matters as will enable it to utilize the information made
available to it in connection with the offering of the Shares to evaluate
the merits and risks of its investment and make an informed investment
decision;
(c) Purchaser is purchasing the Shares for investment and not with
a view to their redemption, distribution or resale, in whole or in part;
(d) Purchaser recognizes that the Fund has no operating history and
that its investment in the Shares involves certain risks. Purchaser has
fully understands such risks and acknowledges that its has sufficient
financial resources to bear the full loss of its investment in the Shares.
VALASSIS ENTERPRISES, INC.
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
Dated: October 12, 1999
D1\175668.2
ID\ PRR
