LIBERTY-XXXXX XXX ADVISOR FLOATING RATE ADVANTAGE FUND
SUBSCRIPTION AGREEMENT
This Agreement made this 14th day of January, 2000 by and between
Liberty-Xxxxx Xxx Advisor Floating Rate Advantage Fund, a Massachusetts business
trust (the "Fund"), and Colonial Management Associates, Inc., a Massachusetts
corporation (the "Subscriber").
WITNESSETH:
WHEREAS, the Fund has been formed for the purposes of carrying on
business as a closed-end, non-diversified management investment company; and
WHEREAS, the Subscriber wishes to subscribe for and purchase, and the
Fund wishes to sell to the Subscriber, 2,083 common shares of beneficial
interest of each of Classes A, B, C and Z shares for a purchase price of $12.00
per share.
NOW, THEREFORE, IT IS AGREED:
1. The Subscriber subscribes for and agrees to purchase from the Fund
2,083 common shares of beneficial interest of each of Classes A, B, C and Z
shares for a purchase price of $12.00 per share. Subscriber agrees to make
payment for these shares at such time as demand for payment may be made by an
officer of the Fund.
2. The Fund agrees to issue and sell said shares to Subscriber promptly
upon its receipt of the purchase price.
3. To induce the Fund to accept its subscription and issue the shares
subscribed for, the Subscriber represents that it is informed as follows:
(a) That the shares being subscribed for have not been and
will not be registered under the Securities Act of 1933 ("Securities Act");
(b) That the shares will be sold by the Fund in reliance on an
exemption from the registration requirements of the Securities Act;
(c) That the Fund's reliance upon an exemption from the
registration requirements of the Securities Act is predicated in part on the
representations and agreements contained in this Subscription Agreement;
(d) That when issued, the shares will be "restricted
securities" as defined in paragraph (a)(3) of Rule 144 of the General Rules and
Regulations under the Securities Act ("Rule 144") and cannot be sold or
transferred by Subscriber unless they are subsequently registered under the
Securities Act or unless an exemption from such registration is available;
(e) That there do not appear to be any exemptions from the
registration provisions of the Securities Act available to the Subscriber for
resale of the shares. In the future, certain exemptions may possibly become
available, including an exemption for limited sales in accordance with the
conditions of Rule 144.
The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (a) through (e) above is to put it on notice as to
restrictions on the transferability of the shares.
4. To further induce the Fund to accept its subscription and issue the
shares subscribed for, the Subscriber:
(a) Represents and warrants that the shares subscribed for are
being and will be acquired for investment for its own account and not on behalf
of any other person or persons and not with a view to, or for sale in connection
with, any public distribution thereof; and
(b) Agrees that any certificates representing the shares
subscribed for may bear a legend substantially in the following form:
The shares represented by this certificate have been acquired
for investment and have not been registered under the
Securities Act of 1933 or any other federal or state
securities law. These shares may not be offered for sale, sold
or otherwise transferred unless registered under said
securities laws or unless some exemption from registration is
available.
5. This Subscription Agreement and all of its provisions shall be
binding upon the legal representatives, heirs, successors and assigns of the
parties hereto.
6. The Fund's Declaration of Trust is on file with the Secretary of the
Commonwealth of Massachusetts. This Agreement is executed on behalf of the Fund
by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Agreement are not binding upon any of the Fund's
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.
IN WITNESS WHEREOF, this Subscription Agreement has been executed by
the parties hereto as of the day and date first above written.
LIBERTY-XXXXX XXX ADVISOR
FLOATING RATE ADVANTAGE FUND
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Title: Assistant Secretary
COLONIAL MANAGEMENT ASSOCIATES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Title: Assistant Secretary
