Exhibit (l)(2)
SUBSCRIPTION AGREEMENT
Waterhouse Investors Family of Funds, Inc. (the "Company"), a
Maryland corporation, and FDI Distribution Services, Inc. ("FDI"), a Delaware
corporation, hereby agree with each other as follows:
1. The Company hereby offers FDI and FDI hereby purchases 250.893
shares (par value $.0001 per share) of the Waterhouse Investors Dow ▇▇▇▇▇
Industrial Average(SM) Index Fund of the Company at a price determined by
multiplying the closing value of the Dow ▇▇▇▇▇ Industrial Average(SM) on the
date of such purchase by one one-thousandth (1/1000) and carrying the product
of such multiplication to the second decimal place.
2. FDI represents and warrants to the Company that the shares are
being acquired for investment purposes and not with a view to the distribution
thereof.
3. FDI agrees that if it or any direct or indirect transferee of the
shares redeems the shares prior to the fifth anniversary of the date the
Company begins its investment activities, FDI will pay to the Company an
amount equal to the number resulting from multiplying the Company's total
unamortized organizational expenses by a fraction, the numerator of which is
equal to the number of shares redeemed by FDI or such transferee and the
denominator of which is equal to the number of shares outstanding as of the
date of such redemption, as long as the administrative position of the staff
of the Securities and Exchange Commission requires such reimbursement.
4. FDI is authorized and otherwise duly qualified to purchase and
hold shares and to enter into this Subscription Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the 30th day of March, 1998.
(SEAL) Waterhouse Investors Family of Funds, Inc.
ATTEST:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
(SEAL) FDI Distribution Services, Inc.
ATTEST:
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. Tower, III
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