EXHIBIT 13
▇▇▇▇▇ ▇▇▇ TRUST
▇▇▇▇▇ ▇▇▇ Institutional Client High Yield Fund
Subscription Agreement and Investment Letter
1. Share Subscription. The undersigned agrees to purchase
from ▇▇▇▇▇ ▇▇▇ Trust (the "Trust"), a Massachusetts business
trust, the number of shares of beneficial interest in the Trust
of the series designated ▇▇▇▇▇ ▇▇▇ Institutional Client High
Yield Fund (the "Shares") set forth below, on the terms and
conditions set forth herein, and hereby tenders the amount of
the price required to purchase these Shares at a price of $10.00
per Share.
The undersigned understands that the Trust has filed a
post-effective amendment to its registration statement with the
Securities and Exchange Commission (No. 333-19181) on Form N-1A
to register the Shares, which contains the Preliminary
Prospectus describing the Trust and the Shares. By its
execution hereof, the undersigned hereby acknowledges receipt of
a copy of the Preliminary Prospectus.
The undersigned recognizes that the Trust has not commenced
the public offering of the Shares. Accordingly, a number of
features of the Trust, with respect to the Shares described in
the Preliminary Prospectus including, without limitation, the
declaration and payment of dividends and redemption of the
Shares upon request of shareholders, are not, in fact, in
existence at the present time and will not be instituted until
the Trust's post-effective amendment to its registration
statement, as amended, 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
in, nor any recommendation nor 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 issuance of the Shares has only
recently been authorized and, further, that investment in
the Shares 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 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) It has been furnished with, and has carefully read, this
Agreement and the Preliminary Prospectus and such material
documents relating to the Shares as it has requested and as
have been provided to it by the Trust;
(g) It has also had the opportunity to ask questions of, and
receive answers from, the Trust concerning the Shares and
the terms of the offering. The undersigned certifies under
penalties of perjury that the number shown on this form is
its correct tax identification number and that it is not
subject to backup withholding as a result of a failure to
report all interest and dividend income to the Internal
Revenue Service.
3. Shareholder Liability. The undersigned recognizes that,
under Massachusetts law, shareholders of a Massachusetts
business trust could, under certain circumstances, be held
personally liable for the obligations of the Trust. However, it
is aware that the Agreement and Declaration of Trust of the
Trust disclaims liability of the shareholders, trustees, and
officers of the Trust for acts or obligations of the Trust,
which acts and obligations are binding only on the assets and
property of the Trust (or the applicable series thereof), and
requires that notice of such disclaimer be given in each
agreement, obligation, or instrument entered into or executed by
the Trust or the trustees. It is also aware that the Agreement
and Declaration of Trust provides for indemnification out of the
property of the Trust (or the applicable series thereof), for
all losses and expenses of any shareholder held personally
liable for the obligations of the Trust (or the applicable
series thereof).
4. Rejection of Subscription. The undersigned recognizes
that the Trust 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 on February 6, 1997.
Number of Shares: 10,000 Shares.
Subscription price: $10.00 per Share.
▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ INCORPORATED
By:_________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Chief Executive Officer
▇▇-▇▇▇▇▇▇▇
(Tax Identification Number)