Exhibit
Number Exhibit
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(l) Subscription Agreement with Xxxxxx.
Exhibit (l)
THE KANSAS MUNICIPAL FUND
SUBSCRIPTION AGREEMENT
AND
INVESTMENT LETTER
1. SHARE SUBSCRIPTION. The undersigned agrees to purchase from Xxxxxx
Managed Portfolios (the "Fund") the number of shares of the Fund's The Kansas
Municipal Trust series, no par value per share (the "Shares"), set forth
above its signature, 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 a price
of $11.49 per share.
The undersigned understands that the Fund filed a registration statement
with the Securities and Exchange Commission (No.33-36324) on Form N-lA, 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 be not 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;
(c) It recognizes that the Fund has only recently been organized and
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 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;
(g) It has also had the opportunity to ask questions of, and receive
answers from, 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.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 13th day
of November, 1990.
Number of shares: 8,704; Subscription price $11.49 per share for an aggregate
price of $100,008.96.
XXXXXX CAPITAL CORPORATION
XXXXXX & COMPANY, INC.
By: /s/Xxxx X. Xxxxxx
Its President
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