August 22, 2001




Joseph C. Neuberger, President
Zodiac Trust
615 East Michigan Street, 2nd Floor
Milwaukee, WI 53202

          Re:  Subscription for Shares of the Conning Money Market Portfolio,  a
               series of the Zodiac Trust (the "Portfolio")

Dear Mr. Neuberger:

     Conning  Asset  Management  Company  offers to purchase  from Zodiac  Trust
shares of beneficial interest of the Portfolio at a price of $1.00 per share for
an  aggregate  purchase  price of $100,000  cash,  all such shares to be validly
issued, fully paid and non-assessable,  upon issuance of such shares and receipt
of said payment by the Portfolio as follows:

Portfolio:                                                      Purchase Price:
---------                                                       --------------
Conning Money Market Portfolio                                   $100,000.00

     Conning Asset Management  Company hereby represents and warrants that these
shares of beneficial  interest will be held for investment  purposes and are not
being purchased with any present intent of redeeming or selling the same.

                                           Sincerely,

                                           Conning Asset Management Company

                                           By: /s/ Frank D. Campbell
                                               ---------------------------
                                           Name: Frank D. Campbell
                                                 -------------------------
                                           Title: Executive Vice President
                                                  ------------------------

Accepted and Agreed to this 22nd
day of August, 2001.

Zodiac Trust

By: /s/ Joseph C. Neuberger
    -----------------------
Name: Joseph C. Neuberger
      ---------------------
Title: President
       --------------------