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Exhibit 99.B13
TAX-EXEMPT NEW YORK MONEY MARKET FUND
INVESTORS FLORIDA MUNICIPAL CASH FUND
INVESTORS NEW JERSEY MUNICIPAL CASH FUND
INVESTORS PENNSYLVANIA MUNICIPAL CASH FUND
Subscription Agreement
1. Share Subscription. The undersigned agrees to purchase
from Tax-Exempt New York Money Market Fund (the "Fund") the
number of shares (the "Shares") of the Fund's Investors Florida
Municipal Cash Fund, Investors New Jersey Municipal Cash Fund,
and Investors Pennsylvania Municipal Cash Fund (the
"Portfolios"), without par value, set forth at the end of this
Agreement 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 the price set forth at the end of this
Agreement.
The undersigned understands that the Fund has prepared a
registration statement or an amendment thereto for filing with
the Securities and Exchange Commission on Form N-1A, which
contains the Preliminary Prospectus which describes the Fund, the
Portfolios and the Shares. By its signature hereto, the
undersigned hereby acknowledges receipt of a copy of the
Preliminary Prospectus.
The undersigned recognizes that the Portfolios will not be
fully operational until such time as it commences the public
offering of its shares. Accordingly, a number of features of the
Portfolios 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 Portfolios 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
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the prospective investment and to make an informed
investment decision;
(c) It recognizes that the Portfolios have no
financial or operating history and, further, that investment
in the Portfolios 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 present 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; and
(g) It has also had the opportunity to ask questions
of, and receive answers from, representatives of 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.
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Number of Shares: 100,000 for each of the Investors Florida
Municipal Cash Fund, Investors New Jersey Municipal Cash Fund and
Investors Pennsylvania Municipal Cash Fund. Subscription price
$1.00 per share for an aggregate price of $300,000.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 8th day of May, 1997.
ZURICH XXXXXX INVESTMENTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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President, Chief Executive
Title: and Chief Financial Officer
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