Subscription Agreement
EXHIBIT
(L)
April
3,
2007
Wisconsin
Capital Funds, Inc.
1200
Xxxx
X. Xxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxx,
XX 00000
Ladies
and Gentlemen:
The
undersigned, Wisconsin Capital Management, LLC, hereby subscribes for the
purchase of 5,000 shares of Common Stock, par value $.001 per share, of
Wisconsin Capital Funds, Inc. (the "Company"), representing 2,500 shares of
the
Plumb Balanced Fund and 2,500 shares of the Plumb Equity Fund (collectively,
the
"Funds"), and hereby promises to pay to the Company immediately upon its call
on
the date hereof the sum of $100,000 in cash for such shares. Upon payment
therefor, the shares to be issued shall be duly authorized, validly issued,
fully paid and nonassessable shares of Common Stock of the Funds.
The
undersigned represents and warrants that it is an accredited investor (as
defined in Rule 501(a) under the Securities Act of 1933 (the "1933 Act")),
has sufficient experience and knowledge in business and financial matters as
to
be capable of evaluating the merits and risks of this investment, can bear
all
such risks (including total loss), and has had the opportunity to make all
inquiries and investigations as it has deemed appropriate. The undersigned
further represents and warrants that it is purchasing the shares of the Funds
for investment purposes only and not with a view toward sale, redemption or
distribution.
The
undersigned acknowledges and understands that shares of the Funds will be issued
to the undersigned in a private placement and are not currently registered
under
the 1933 Act or applicable state securities laws, in reliance by the Company
on
the representations and warranties made by the undersigned herein. The
undersigned agrees not to sell or redeem any shares of the Funds unless there
is
a registration statement covering such shares then in effect or pursuant to
an
available exemption from such registration supported by an opinion of counsel
to
such effect. In addition, the undersigned understands and acknowledges that,
if
any shares of the Funds issued pursuant hereto (the "initial shares") are
redeemed by the undersigned before the deferred organizational expenses of
the
Funds 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).
Very
truly yours,
WISCONSIN
CAPITAL MANAGEMENT, LLC
By:
/s/
Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, President
Xxxxxx X. Xxxxx, President
L-1
