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EXHIBIT 99.B13
XXXXXX EUROPE FUND
Subscription Agreement
1. Share Subscription. The undersigned agrees to purchase
from XXXXXX EUROPE FUND (the "Fund") the number of shares (the
"Shares") without par value, set forth at the end of this
Agreement on the terms and conditions set forth herein and in the
Preliminary Prospectus ("Preliminary Prospectus") described
below, and hereby tenders the amount of the price required to
purchase these Shares at the price set forth at the end of this
Agreement.
The undersigned understands that the Fund has prepared a
registration statement or an amendment thereto for filing with
the Securities and Exchange Commission on Form N-1A, which
contains the Preliminary Prospectus which describes the Fund and
the Shares. By its signature hereto, the undersigned hereby
acknowledges receipt of a copy of the Preliminary Prospectus.
The undersigned recognizes that the Fund will not be fully
operational until such time as it commences the public offering
of its shares. Accordingly, a number of features of the Fund
described in the Preliminary Prospectus, including, without
limitation, the declaration and payment of dividends, and
redemption of shares upon request of shareholders, are not, in
fact, in existence at the present time and will not be instituted
until the Fund's registration under the Securities Act of 1933 is
made effective.
2. Registration and Warranties. The undersigned hereby
represents and warrants as follows:
(a) It is aware that no Federal or state agency has made
any findings or determination as to the fairness for
investment, nor any recommendation or endorsement, of the
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 of the Shares, to evaluate the merits and risks of
the prospective investment and to make an informed investment
decision;
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(c) It recognizes that the Fund has no financial or
operating history and, further, that investment in the Fund
involves certain risks, and it has taken full cognizance of
and understands all of the risks related to the purchase of
the Shares, and it acknowledges that it has suitable financial
resources and anticipated income to bear the economic risk of
such an investment;
(d) It is purchasing the Shares for its own account, for
investment, and not with any present intention of redemption,
distribution, or resale of the Shares, either in whole or in
part;
(e) It will not sell the Shares purchased by it without
registration of the Shares under the Securities Act of 1933 or
exemption therefrom;
(f) This Agreement and the Preliminary Prospectus and
such material documents relating to the Fund as it has
requested have been provided to it by the Fund and have been
reviewed carefully by it; and
(g) It has also had the opportunity to ask questions of,
and receive answers from, representatives of the Fund
concerning the Fund and the terms of the offering.
3. The undersigned recognizes that the Fund reserves the
unrestricted right to reject or limit any subscription and to
close the offer at any time.
Number of Shares: 3,473.684, 3,473.684 and 3,578.947 shares
of Class A, Class B and Class C shares, respectively, of the
Xxxxxx Europe Fund. Subscription price $9.50 per share for an
aggregate price of $100,000.00.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 18th day of March, 1996.
ZURICH XXXXXX INVESTMENTS, INC.
By: /s/ Xxxx X. Xxxxxx
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Title: Vice President
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