SUBSCRIPTION AGREEMENT
XXXXXXX INTERNATIONAL FUND (the "Trust"), an open-end management
investment company, and XXXXXXX X. XXXXXXX (the "Investor"), intending to be
legally bound, hereby agree as follows:
1. In order to provide the Trust with its initial capital, the Trust
hereby sells to the Investor, and the Investor hereby purchases 8,000 shares of
beneficial interest of the Trust (the "Shares") at a price of $12.50 per share.
The Trust hereby acknowledges receipt from the Investor of funds in the amount
of $100,000 in full payment for the Shares.
2. The Investor represents and warrants to the Trust that the Shares
are being acquired for investment and not with a view to distribution thereof
and that the Investor has no present intention to redeem or dispose of any of
the Shares.
3. The Investor agrees that in the event that the Trust liquidates
before the deferred organizational expenses are fully amortized, then the
redemption price of the Shares may be subject to reduction in the amount of a
proportionate share of such unamortized organizational expenses.
IN WITNESS WHEREOF, the parties have executed this agreement this 11th
day of January, 1995.
XXXXXXX INTERNATIONAL FUND
By /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx