EXHIBIT A
XXXXXX XXXXXX BUSINESS TRUST
SUBSCRIPTION AGREEMENT
for
Shares of Beneficial Interest
Amount of
Subscription
(US$)
MCBT Global Growth Fund -------------
MCBT Opportunistic EAFE Fund -------------
MCBT Global Emerging Markets Fund -------------
MCBT Japan Small Companies Fund -------------
MCBT Emerging Americas Fund -------------
MCBT Emerging Asia Fund -------------
MCBT EMEA Fund -------------
Total Amount Subscribed $____________
SUBSCRIBER INFORMATION
Name of Subscriber:
_______________________________________________________________
(hereinafter "SUBSCRIBER")
Name for Registration
_______________________________________________________________
(if different from above)
Person Signing (if different):
_______________________________________________________________
Capacity (if applicable):
_______________________________________________________________
Address:
_______________________________________________________________
(Number and Street)
_______________________________________________________________
(City) (State) (Zip Code)
Telephone:
_______________________________________________________________
Fax:
_______________________________________________________________
BANK INFORMATION
Bank Name:
_______________________________________________________________
ABA Number:
_______________________________________________________________
Address:
_______________________________________________________________
(Number and Street)
_______________________________________________________________
(City) (State) (Zip Code)
Telephone:
_______________________________________________________________
Fax:
_______________________________________________________________
Account Name:
_______________________________________________________________
Account Number:
_______________________________________________________________
SUBSCRIBER hereby agrees as follows:
1. SUBSCRIBER hereby subscribes for shares of beneficial interest in the
one or more series (each a "Fund") of Xxxxxx Xxxxxx Business Trust (the
"Trust") indicated above and in the dollar amount(s) set forth above.
Upon completion of this Subscription Agreement, SUBSCRIBER should send
this agreement by telecopy and courier to:
Xxxxxx Xxxxxx Business Trust
c/o Xxxxxx Xxxxxx, Inc.
00 Xxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxx
Xxxxxx Xxxxxxx XX0 0XX
ATTENTION: Xxxxx Xxxxxxxxxx
TELECOPY: 011-44-131-479-4747
After the Trust has reviewed the completed Subscription Agreement,
SUBSCRIBER will receive telephonic notice of the acceptance or
non-acceptance of the subscription. If the subscription is accepted by
the Trust, SUBSCRIBER agrees to wire immediately available funds in the
amounts indicated on the cover of this Subscription Agreement to:
State Street Bank and Trust Company
Boston, Massachusetts
ABA # 000000000
BNF = AC-42306662 "Mutual Fund F/B/O
Xxxxxx Xxxxxx Business Trust"
OBI = "NAME OF FUND"
Shareholder Name
2. SUBSCRIBER agrees that, unless the Trust is otherwise specifically
notified, this subscription will be treated as a subscription for shares
of beneficial interest in the indicated Funds (the "Shares") to become
effective as of the first day of the month following the satisfaction of
all of the conditions specified in Section 3 of this Subscription
Agreement unless otherwise agreed by the Trust.. Any funds received by
the Trust before such date will be held for investment on such first day
of the month.
3. SUBSCRIBER understands and agrees that this subscription for the Shares
is ineffective and that SUBSCRIBER will not become a shareholder of the
Trust until (i) SUBSCRIBER completes all applicable information
requested in this Subscription Agreement, (ii) SUBSCRIBER executes this
Subscription Agreement and delivers it to the Trust, (iii) the
Subscription Agreement is accepted by or on behalf of the Trust, which
acceptance may be withheld in the Trust's sole discretion, and (iv) the
Trust can and has confirmed that the subscription amount has been
received in the account listed in Section 1 above.
4. SUBSCRIBER represents and warrants to the Trust that SUBSCRIBER has
received a copy of the Private Placement Memorandum dated August __,
1997 (the "Placement Memorandum") relating to the offer for sale by the
Trust of the Shares and has had an opportunity to request a Statement of
Additional Information dated as of August __, 1997 (the "SAI"), and has
reviewed the Placement Memorandum carefully prior to executing this
Subscription Agreement. SUBSCRIBER acknowledges that SUBSCRIBER had the
opportunity to ask questions of, and receive answers from,
representatives of the Trust concerning terms and conditions of the
Offering and to obtain any additional information necessary to verify
the accuracy of the information contained in the Placement Memorandum or
the SAI. SUBSCRIBER further acknowledges that no person is authorized
to give any information or to make any representation which is contrary
to the information contained in the Placement Memorandum or the SAI and
that, if given or made, any such contrary information or representation
may not be relied upon as having been authorized.
5. SUBSCRIBER understands and agrees that an entry expense may be
applicable to this subscription for the Shares according to the terms
described in the Placement Memorandum, and that some of the funds paid
under this Agreement may be applied to such entry expense.
6. SUBSCRIBER hereby elects:
/ / To reinvest all distributions of income and realized capital
gains from a Fund in additional shares of that Fund OR
/ / To receive all distributions of income and realized capital
gains from a Fund as cash when declared OR
/ / To reinvest all realized capital gains from a Fund in
additional shares of the Fund and to receive all distributions
of income as cash.
SUBSCRIBER understands and agrees that, unless otherwise indicated
above, SUBSCRIBER will be deemed to have elected to reinvest all
distributions of income and capital gains.
7. SUBSCRIBER understands and acknowledges that, in selling the Shares to
SUBSCRIBER, the Trust is relying on the representations made and
information supplied in this Subscription Agreement to determine that
the sale of the Shares to SUBSCRIBER complies with (or meets the
requirements of any applicable exemption from) the Securities Act of
1933, as amended (the "1933 Act"), and applicable state securities laws.
8. SUBSCRIBER represents that it is acquiring the Shares subscribed for by
this
Subscription Agreement for its own account for investment only and
not with a view to any resale or distribution.
9. SUBSCRIBER represents that it (either alone or together with its
purchaser representative, whose identity has been disclosed to the
Trust, if any) has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks of the
investment represented by the Trust and that SUBSCRIBER is able to bear
the economic risk of this investment including the risk of loss of the
investment.
10. SUBSCRIBER understands that the Trust will offer the Shares only to
investors which qualify as "accredited investors" as defined in
Regulation D under the 1933 Act. SUBSCRIBER represents that it
qualifies as an "accredited investor" because SUBSCRIBER is described
in the paragraph or paragraphs indicated below: (CHECK ONE OR MORE).
/ / A natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income
with his or her spouse in excess of $300,000 in each of those
years and has a reasonable expectation of reaching the same
income level in the current year.
/ / A natural person whose individual net worth, or joint net worth
with his or her spouse, exceeds $1,000,000 at the time of
purchase of the Shares.
/ / A trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the Shares offered, whose
purchase is directed by a sophisticated person as described in
Rule 506(b)(2)(ii) of Regulation D of the 1933 Act.
/ / 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 Shares offered, with total assets in excess of
$5,000,000.
/ / A private business development company as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940, as
amended.
/ / A bank as defined in Section 3(a)(2) of the 1933 Act, or
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; a broker or dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934;
an insurance company as defined in Section 2(13) of the 1933
Act; an investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), or a business
development company as defined in Section 2(a)(48) of the 1940
Act; 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; an
employee benefit plan within the meaning of Title I 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.
/ / A Trustee or Executive Officer of the Trust whose purchase
exceeds $1,000,000.
/ / An entity in which all of the equity owners are accredited
investors as defined above.
11. SUBSCRIBER represents that it is a resident of (or, if SUBSCRIBER is
an entity, its principal offices are located in) __________________.
(U.S. State)
12. SUBSCRIBER agrees to promptly notify the Trust of any development
that causes any of the representations made or information supplied
in this Subscription Agreement to be untrue at any time.
13. SUBSCRIBER understands that the Shares are not publicly traded and
that there will be no public market for the Shares upon completion of
the Offering.
14. SUBSCRIBER understands and agrees that the Shares are being sold in a
transaction which is exempt from the registration requirements of the
1933 Act and, in certain cases, of state securities laws, and that
such interests will be subject to transfer restrictions under the
1933 Act and applicable state securities laws and, except to the
extent that redemption is permitted as described in the Placement
Memorandum and the SAI, must be held indefinitely unless subsequently
registered under the 1933 Act and applicable state securities laws or
an exemption from such registration is available. The undersigned
further understands and agrees that the Trust is under no obligation
to register such Shares and that any exemptions are extremely
limited.
15. SUBSCRIBER agrees to transfer all or any part of its Shares only in
compliance with all applicable conditions and restrictions contained
in this Subscription Agreement, the Placement Memorandum, the SAI,
the 1933 Act and any applicable state securities laws.
16. SUBSCRIBER hereby agrees to be bound by all terms and conditions of
this Subscription Agreement.
17. This Subscription Agreement shall be governed by and construed under
the laws of The Commonwealth of Massachusetts and is intended to take
effect as an instrument under seal and shall be binding on SUBSCRIBER
in accordance with its terms.
18. Please sign this Subscription Agreement exactly as you wish your
Shares to be registered. (The information supplied by you below
should conform to that given on the cover page).
Dated: __________, _____ Name of SUBSCRIBER:____________________
By:_______________________
Name of Person Signing if different
from SUBSCRIBER:______________________
(please print)
Capacity:______________________
(please print)
Accepted:
XXXXXX XXXXXX BUSINESS TRUST
By:___________________________
Name:
Title:
A copy of the Agreement and Declaration of Trust establishing the Trust
is on file with the Secretary of State of The Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is executed
on behalf of the Trust by officers of the Trust as officers and not
individually and that the obligations of or arising out of this Agreement
are not binding upon any of the trustees, officers or shareholders of any
Fund individually but are binding only upon the assets and property
belonging to the Funds.
