XXXXXXXXX GLOBAL FUNDS
SUBSCRIPTION AGREEMENT
1. Share Subscription. The undersigned hereby agrees to purchase from
Xxxxxxxxx Global Funds (the "Trust"), which is a series type mutual fund, 75,000
Class A shares of beneficial interest and 5,000 Class C shares of beneficial
interest of the Xxxxxxxxx Japan-Asia Focus Fund (the "Fund") (each a "Share" and
collectively the "Shares") at a purchase price of $10.00 per share, on the terms
and conditions set forth herein and in the preliminary Prospectus described
below. The undersigned hereby tenders $800,000 for the aggregate purchase price
of the Shares.
The undersigned understands that the Fund has filed a post-effective
amendment to the Registration Statement (No. 333-62270) on Form N-1A with the
Securities and Exchange Commission, which contains the preliminary Prospectus
describing the Trust, the Fund and the Shares. By its signature hereto, the
undersigned hereby acknowledges receipt of a copy of the preliminary Prospectus.
The undersigned recognizes that the Fund will not be fully operational
until such time as it commences the offering of its Shares. Accordingly, a
number of features of the Fund described in the preliminary Prospectus,
including, without limitation, the declaration and payment of dividends and
redemptions of Shares upon request of shareholders, are not, in fact, in
existence at the present time and will not be instituted until the Trust's
post-effective amendment to the Registration Statement on Form N-1A is
effective.
2. Representations and Warranties. The undersigned hereby represents and
warrants as follows:
a. It is aware that no federal or state agency has made any findings
or determination as to the fairness for investment, nor any recommendations
or endorsement, of the Shares;
b. It has such knowledge and experience of financial and business
matters as will enable it to utilize the information made available to it,
in connection with the offering of the Shares, to evaluate the merits and
risks of the prospective investment and to make an informed investment
decision;
c. It recognizes that the Fund has only recently been organized and
has no financial or operating history and, further, that investment in the
Fund involves certain risks, and it has taken full cognizance of and
understands all of the risks related to the purchase of the Shares, and it
acknowledges that it has suitable financial resources and anticipated
income to bear the economic risk of such an investment;
d. It is purchasing the Shares for its own account, for investment,
and not with any intention of redemption, distribution, or resale of the
Shares, either in whole or in part;
e. It will not sell the Shares purchased by it without registration of
the Shares under the Securities Act of 1933 or exemption therefrom;
f. It has been furnished with, and has carefully read, this Agreement
and the preliminary Prospectus and such material documents relating to the
Trust and the Fund as it has requested and as have been provided to it by
the Trust; and
g. It has also had the opportunity to ask questions of, and receive
answers from, the Trust concerning the Trust and the Fund and the terms of
the offering.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
January 26, 2006.
XXXXXXXXX GLOBAL INVESTORS
(NORTH AMERICA) INC.
/s/ Xxxxxxxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxxx
Title: Corporate Secretary
