Exhibit 23L
SUBSCRIPTION AGREEMENT
Avalon Funds, Inc.
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Gentlemen:
The undersigned ("Subscriber") hereby subscribes for and agrees to acquire
from Avalon Funds, Inc., a corporation incorporated under the laws of the State
of Maryland (the "Corporation"), the number of shares of $.0001 par value Common
stock of The Education Fund (the "Shares") of the Corporation shown below in
consideration of a cash contribution of $100,000 ($10.00 per share).
Subscriber hereby represents and warrants to the Corporation as follows:
(a) Subscriber hereby acknowledges and agrees that the Shares will be issued in
reliance upon the exemption from registration contained in Section 4(2) of
the Securities Act of 1933 (the "Securities Act"), and that such Shares
will or may also be issued in reliance upon the exemptions from
registration contained in relevant sections of the Maryland Securities Act
and/or comparable exemptions contained in the securities laws of other
jurisdictions to the extent applicable, and that the transfer of such
shares may be restricted or limited as a condition to the availability of
such exemptions.
(b) The Shares are being purchased for investment for the account of the
undersigned and without the intent of participating directly or indirectly
in a distribution of such Shares, and the Shares will not be transferred
except in a transaction that is in compliance with any and all applicable
securities laws.
(c) Subscriber has been supplied with, or has had access to, all information,
including financial statements and other financial information, of the
Corporation, to which a reasonable investor would attach significance in
making investment decisions, and has had the opportunity to ask questions
of, and receive answers from, knowledgeable individuals concerning the
Corporation and the Shares.
(d) Subscriber understands that no registration statement or prospectus with
respect to the corporation or the shares is yet effective, and Subscriber
has made her own inquiry and analysis with respect to the Corporation and
the Shares.
(e) Subscriber personally, or together with her purchaser representative, has
such knowledge and experience in financial and business matters to be
capable of evaluating the merits and risks of an investment in the
Corporation and the Shares.
(f) Subscriber is financially able to bear the economic risk of this
investment, can afford to hold the Shares for an indefinite period and can
afford a complete loss of this investment
Dated as of the 12th day of December, 2000.
Shares of
The Education Fund Subscribed Purchase Amount
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10,000 $100,000.00
SUBSCRIBED BY:
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ACCEPTED BY
AVALON FUNDS, INC.
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By: ▇▇▇▇▇ ▇▇▇▇▇▇
Its: President
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