EXHIBIT L
SUBSCRIPTION AGREEMENT
The Northwestern Mutual Life Insurance Company (the "Company") hereby
subscribes for 2,000 shares of the capital stock of Xxxxx Street Funds, Inc.
("MSF"), par value $.001 per share, consisting of 500 Class A and 500 Class B
shares of each of two series of MSF: Small Cap Growth Stock Fund and Index 400
Stock 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 $20,000, at
such time as the President of MSF may, by notice, require but in no event later
than July 12, 1999.
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 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:
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Assistant Secretary President and Chief Executive Officer
120519
