Exhibit 13
Form of Share Subscription Agreement
ORBITEX GROUP OF FUNDS
Subscription Agreement
1. Share Subscription. Orbitex Management, Inc. ("Orbitex") hereby
agrees to purchase from Orbitex Group of Funds (the "Trust"), a series-type
investment company having five investment portfolios (the "Funds"), the
following shares of the below named Funds at a per-share purchase price
indicated below, on the terms and conditions set forth herein and in the
registration statement described below:
Amount Price Shares
Funds Purchased Per Share Purchased
----- --------- --------- ---------
Orbitex Global Natural
Resources Fund $15.00
Orbitex Info-Tech &
Communications Fund $15.00
Orbitex Growth Fund $15.00
Orbitex Asian High
Yield Fund $12.00
Orbitex Asian Select
Advisers Fund $15.00
Orbitex will purchase shares of each Fund at the price per-share
indicated above, tendering $100,000 for such shares, at a time mutually
agreeable to Orbitex and the Trust, but in no event later than one week prior to
the date on which the Trust will file a final pre-effective amendment to its
registration statement with the Securities and Exchange Commission (the
"Commission") on Form N-1A (the "Registration Statement"). At the time of
purchase, the Trust's shares will be fully paid and non-assessable.
Orbitex understands that the Trust has filed with the Commission a
Registration Statement which contains the prospectus describing the Trust and
the shares of beneficial interest to be issued thereunder. By its signature
hereto, the undersigned hereby acknowledges receipt of a copy of the
Registration Statement.
2. Representation and Warranties. Orbitex hereby represents and
warrants to the Trust as follows:
(a) It is aware that no federal or state agency has made any
findings or determinations as to the fairness for investment, nor any
recommendations or endorsement, of the Trust's shares;
(b) It 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 described in the Trust's Registration Statement, to evaluate
the merits and risks of the prospective investment and to make an
informed investment decision;
(c) It recognizes that the Trust has only recently been
organized and has no financial or operating history and, further, that
investment in the Trust involves certain risks related to the purchase
of the Trust's shares, and it acknowledges that is has suitable
financial resources and anticipated income to bear the economic risk of
such an investment;
(d) It is purchasing the Trust's shares for its own account,
for investment, in order to provide initial capital or "seed money,"
for each of the Funds and not with any intent to distribute or resell
the shares, either in whole or in part, and with no present intent to
sell or otherwise dispose of the shares, either in whole or in part;
(e) It will not sell the shares purchased by it without
registration of such shares under the Securities Act of 1933 except in
reliance upon an exemption therefrom;
(f) It will not sell the shares purchased by it until the
assets of the particular Fund (reflecting the shares purchased by
Orbitex plus shares owned by Fund investors) are large enough, in
Orbitex's reasonable judgment, so that a requested sale will not have
an adverse effect upon the investment performance of such Fund. This
determination having been made, Orbitex may request to sell its shares
from time to time, and the Fund shares held by Orbitex will be redeemed
at the net asset value next determined after the Fund receives
Orbitex's proper notice of redemption;
(g) It has been furnished with, and has carefully read, this
subscription agreement and the Registration Statement and such material
documents relating to the Trust as it has requested and as have been
provided to it by the Trust; and
(h) It has had the opportunity to ask questions of, and
receive answers from, the Trust concerning each Fund and the terms of
the offering.
IN WITNESS WHEREOF, the undersigned have executed this instrument on May , 1997.
ORBITEX MANAGEMENT, INC.
By: ______________________________________
Xxxxx X. Xxxxxx, President
ORBITEX GROUP OF FUNDS
By: ______________________________________
Xxxxx X. Xxxxxx, President
