Exhibit 8(c)
SUBSCRIPTION AGREEMENT
For the Acquisition of an Interest In
MASTER REAL INVESTMENT TRUST
The undersigned (the "New Holder") does hereby apply for admission to, and
subscribes for interests ("Interests") in, Master Real Investment Trust (the
"Trust"), a Delaware statutory trust formed by a Certificate of Trust dated
February ___, 2004 by certain trustees (the "Trustees") and registered as an
open-end management investment company under the Investment Company Act of 1940,
as amended (the "1940 Act"). Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Agreement and Declaration of
Trust of the Trust (the "Declaration").
FIRST: The New Holder desires to become a holder of Interests (a "Holder of
Interests") in the Trust on the later of the date of acceptance of this
Agreement by the Trustees or the date of its initial contribution to the Trust
in accordance herewith (the "Admission Date"). In accordance with the terms and
conditions set forth herein and in the Declaration, the New Holder will make a
capital contribution to the Trust of cash and/or marketable securities approved
by the Trustees, in their sole discretion, in the amounts set forth under the
caption "Capital Commitment" at the end of this Agreement. By causing this
Agreement to be signed indicating their acceptance of the New Holder's
subscription, the Trustees agree to admit the New Holder as a Holder of
Interests on the Admission Date and to accept such cash and/or marketable
securities as a capital contribution to the Trust.
SECOND: By the execution of this Agreement, the New Holder agrees to all of
the provisions of the Declaration.
THIRD: The New Holder represents, warrants and acknowledges that it is not
an individual, S corporation, partnership or grantor trust beneficially owned by
any individual, S corporation or partnership and that it is at least one of the
following (check applicable representation(s)):
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(i) [ ] a bank as defined in section 3(a)(2) of the Securities Act of 1933,
as amended (the "1933 Act"), or any savings and loan association or
other institution as defined in section 3(a)(5)(A) of the 1933 Act
whether acting in its individual or fiduciary capacity;
(ii) [ ] a broker or dealer registered pursuant to section 15 of the
Securities Exchange Act of 1934;
(iii) [ ] an insurance company as defined in section 2(13) of the 1933 Act;
(iv) [ ] an investment company registered under the 1940 Act or a business
development company as defined in section 2(a)(48) of that Act;
(v) [ ] a Small Business Investment Company licensed by the U.S. Small
Business Administration under section 301(c) or (d) of the Small
Business Investment Act of 1958;
(vi) [ ] a plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its
political subdivisions for the benefit of its employees, if such
plan has total assets in excess of $5,000,000;
(vii) [ ] an employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974 if the investment decision is
made by a plan fiduciary, as defined in section 3(21) of such Act,
which is either a bank, savings and loan association, insurance
company, or registered investment adviser, or if the employee
benefit plan has total assets in excess of $5,000,000 or, if a
self-directed plan, with investment decisions made solely by persons
that are accredited investors within the meaning of the 1933 Act;
(viii) [ ] a private business development company as defined in section
202(a)(22) of the Investment Advisers Act of 1940;
(ix) [ ] an organization described in Section 501(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business trust,
or partnership, not formed for the specific purpose of acquiring
the securities offered, with total assets in excess of $5,000,000;
(x) [ ] a trust, with total assets in excess of $5,000,000, not formed for
the specific purpose of acquiring the securities offered, whose
purchase is directed by a person with such knowledge and experience
in financial and business matters that he or she is capable of
evaluating the merits and risks of the prospective investment;
(xi) [ ] an entity, other than a partnership, S corporation or grantor
trust, in which all of the equity owners are accredited investors
within the meaning of the 1933 Act.
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FOURTH: In order to induce the Trust to accept the capital contributions
specified herein, the New Holder further represents, warrants, acknowledges and
agrees that:
(a) The New Holder has made an investigation of the pertinent facts
relating to the operation of the Trust and has reviewed the terms of the
Declaration and the Registration Statement on Form N-1A for the Trust with
its own counsel to the extent it deems necessary in order to be fully
informed with respect thereto.
(b) The New Holder or its counsel has such knowledge and experience
in financial and business matters that it is capable of evaluating the
merits and risks of an investment in the Trust.
(c) The New Holder understands that (i) the Interests are
nontransferable and, thus, the realization of the value of the Interests
will be dependent upon withdrawals from the Trust, and (ii) all rights with
respect to the management of the Trust are vested in the Trustees to the
exclusion of the Holders of Interests.
(d) The New Holder is acquiring its Interests for its own account as
a principal for investment and not with a view towards resale or
distribution. It understands that the Interests are nontransferable and
have not been registered under the 1933 Act, and may never be so
registered. It shall not permit any other person to have any beneficial
interest in its Interests (other than its shareholders, participants or
other beneficiaries by virtue of their ownership of the New Holder), and it
shall not assign, transfer, convey or encumber all or any portion of its
Interests, except as may be permitted by the Declaration and, as necessary,
pursuant to an exemption from registration under the 1933 Act.
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(e) The New Holder will, if it is a regulated investment company
within the meaning of Section 851 of the Internal Revenue Code of 1986, for
purposes of determining its required distributions under Section 4982(a) of
the Internal Revenue Code of 1986, if any, account for its share of items
of income, gain, loss and deduction of the Trust as they are taken into
account by the Trust.
FIFTH: The New Holder hereby agrees that any representation made hereunder
will be deemed to be reaffirmed at any time the New Holder makes an additional
capital contribution to the Trust and the act of making such additional
contribution will be evidence of such reaffirmation.
SIXTH: This Agreement shall inure to the benefit of and be binding upon
each of the parties hereto, and their respective successors in interest and
legal representatives.
SEVENTH: This Agreement may be executed in one or more counterparts, all of
which when taken together shall be deemed one original.
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IN WITNESS WHEREOF, the New Holder has executed this Agreement which, when
accepted by the Trustees, shall constitute the terms and conditions upon which
the Interests are issued.
______________________________________ [____________________________________]
Name of New Holder Taxpayer Identification Number
(please print) of New Holder
X.X. Xxx 0000
Xxxxxxxxx, Xxx Xxxxxx 00000 (000) 000-0000
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Mailing Address/Residence of New Telephone Number of New Holder
Holder
Capital Commitment:
$[_________]
Signature of Authorized Representative of New Holder:
Date:
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Name:
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Title:
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ACCEPTED: MASTER REAL INVESTMENT TRUST
Date:
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By:
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Title:
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