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EXHIBIT 99.B13
High Yield Fund
High Yield Opportunity Fund
Subscription Agreement
1. Share Subscription. The undersigned agrees to purchase from High
Yield Fund (the "Fund") the number of shares (the "Shares") of the Fund's High
Yield Opportunity Fund (the "Portfolio"), 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, the Portfolio and the Shares. By its signature hereto, the
undersigned hereby acknowledges receipt of a copy of the Preliminary
Prospectus.
The undersigned recognizes that the Portfolio will not be fully
operational until such time as it commences the public offering of its shares.
Accordingly, a number of features of the Portfolio 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
Portfolio's registration under the Securities Act of 1933 is made effective.
2. Representations 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;
(c) It recognizes that the Portfolio has no financial
or operating history and, further, that investment in the Portfolio
involves certain risks, and it has taken full
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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: 3,508.773, 3,508.772 and 3,508.772 shares
for Class A, B and C, respectively, of the High Yield Opportunity Fund.
Subscription price $9.50 per share for an aggregate price of $100,000.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
18th day of September, 1997.
ZURICH XXXXXX INVESTMENTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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President, Chief Executive
Title: and Chief Investment Officer
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