Exhibit 8(c)
SUBSCRIPTION AGREEMENT
For the Acquisition of an Interest In
MASTER MID CAP GROWTH TRUST
The undersigned (the "New Holder") does hereby apply for admission to, and
subscribes for Interests in Master Mid Cap Growth Trust (the "Trust"), a
Delaware business trust formed by a Declaration of Trust, dated July ____, 2000
(the "Declaration"), by a trustee (the trustees of the Trust are referred to
herein as 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 given to
them in the Declaration.
FIRST: The New Holder desires to become a Holder in 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 for addition to the Trust, in the amounts set forth adjacent to
the name of the New Holder 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 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 does agree 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)):
|_| (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, as amended;
|_| (iii) an insurance company, as defined in Section
2 (13) of the 1933 Act, including, without
limitation, an unregistered separate account,
as defined in Section 2(a)(37) of the 1940 Act;
|X| (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,
which 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, ("ERISA") (a) for which the investment
decision is made by a plan fiduciary, as defined
in Section 3 (21) of ERISA, which is either a
bank, savings and loan association, insurance
company, or registered investment adviser, or
(b) which has total assets in excess of
$5,000,000, or (c) which is a self-directed plan
that are with investment decisions made solely
by persons accredited investors within the
meaning of Regulation D under the 1933 Act;
|_| (viii) a private business development company, as
defined in Section 202 (a) (22) of the
Investment Advisers Act of 1940, as amended;
|_| (ix) an organization described in Section 501(c)(3)
of the Internal Revenue Code of 1986, as amended
(the "Code"), not formed for the specific
purpose of acquiring the Interests, with total
assets in excess of $5,000,000;
|_| (x) a corporation, other than an S corporation, not
formed for the specific purpose of acquiring the
Interests, with total assets in excess of
$5,000,000;
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|_| (xi) a Massachusetts or similar business trust
(which is not treated as a partnership for
federal income tax purposes) not formed for the
specific purpose of acquiring the Interests,
with total assets in excess of $5,000,000;
|_| (xii) a trust, other than a grantor trust, with total
assets in excess of $5,000,000, not formed for
the specific purpose of acquiring the Interests,
whose investment is directed by a sophisticated
person who has 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;
|_| (xiii) a grantor trust, with total assets in excess of
$5,000,000, not formed for the specific purpose
of acquiring the Interests, whose investment is
directed by a sophisticated person who has
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, all of whose owners are
accredited investors within the meaning of
Regulation D under the 1933 Act, and none of
such owners is an individual, S corporation or
partnership;
If such a grantor trust, the number of
beneficial owners is ___________.
|_| (xiv) 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 Regulation D under the
1933 Act.
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 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.
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(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.
(d) The New Holder is acquiring its Interests for its own account as a
principal for investment and not with a view to resale or distribution. It
understands that the Interests are nontransferable and have not be 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 as specified in Section THIRD above), and it shall not assign,
transfer, convey or encumber all or any portion of its Interests, except in
accordance with the Declaration and, as necessary, pursuant to an exemption from
registration under the 1933 Act.
(e) The New Holder will, if it is a regulated investment company within the
meaning of Section 851 of the Code, for purposes of determining its required
distributions under Section 4982(a) of the Code, 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.
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SEVENTH: This Agreement may be executed in 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.
[Xxxxxxx Xxxxx] [Mercury] Mid Cap
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Growth Fund, Inc. Taxpayer Identification Number
----------------- of New Holder
Name of New Holder
(please print)
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(000) 000-0000
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Telephone Number of New Holder
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Mailing Address/Residence of New
Holder
Capital Commitment:
[$100,000] [Xxxxxxx Xxxxx Mid Cap Growth Fund, Inc.]
[$100,000] [Mercury Mid Cap Growth Fund, Inc.]
Signature of Authorized Representative of New Holder:
Date:
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Name:
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Title:
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ACCEPTED:
MASTER MID CAP GROWTH TRUST
Date:
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By:
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Title:
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