1
SUBSCRIPTION AGREEMENT
For the Acquisition of an Interest In
MASTER FOCUS TWENTY TRUST
The undersigned (the "New Holder") does hereby apply for admission
to, and subscribes for Interests in Master Focus Twenty Trust (the "Trust"), a
Delaware business trust formed by an Amended and Restated Declaration of Trust,
dated December 7, 1999 (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)):
2
[ ] (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 with investment decisions made
solely by persons that are 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;
2
3
[ ] (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.
3
4
(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.
4
5
SEVENTH: This Agreement may be executed in counterparts, all of
which when taken together shall be deemed one original.
5
6
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.
-------------------------------- ------------------------------------
Taxpayer Identification Number
---- of New Holder
Name of New Holder
(please print)
--------------------------------
-------------------------------- ------------------------------------
Telephone Number of New Holder
--------------------------------
--------------------------------
Mailing Address/Residence of New
Holder
Capital Commitment:
Signature of Authorized Representative of New Holder:
Date:
-------------------- ----------------------------------
Name:
-----------------------------
Title:
----------------------------
ACCEPTED: MASTER FOCUS TWENTY TRUST
---------------------------------
Date: By:
--------------------- ------------------------------
Title:
---------------------------
6
