SUBSCRIPTION AGREEMENT
National Investors Cash Management Fund, 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 60,000 shares
(par value $.0001 per share) of the ▇▇▇▇▇▇▇ Cabot Money Market Portfolio, 20,000
shares (par value $.0001 per share) of the ▇▇▇▇▇▇▇ Cabot U.S. Government
Portfolio, and 20,000 shares (par value $.0001 per share) of the ▇▇▇▇▇▇▇ Cabot
Municipal Portfolio of the Company (collectively known as "shares") at a price
of $1.00 per share.
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 any of
the shares redeems any of 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 ___ day of _____, 1998.
(SEAL) National Investors Cash Management
Fund, Inc.
ATTEST:
______________________________ By: ______________________________
(SEAL) FDI Distribution Services, Inc.
ATTEST:
______________________________ By: ______________________________
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