SUBSCRIPTION AGREEMENT
THIS AGREEMENT by and between the NCM Capital Management Group, Inc.
("Subscriber"), a corporation organized and existing under and by virtue of the
laws of the State of North Carolina, and the NCM Capital Investment Trust
("Trust"), a statutory trust organized and existing under and by virtue of the
laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties agree as
follows:
1. The Trust agrees to sell to Subscriber and Subscriber hereby
subscribes to purchase 10,000 shares ("Shares") of beneficial interest of the
NCM Capital Mid-Cap Growth Fund, a series of the Trust, with a par value of
$0.001 per Share, at a price of ten dollars ($10.00) per each Share.
2. Subscriber agrees to pay $100,000 for all such Shares at the time of
their issuance, which shall occur upon call of the President of the Trust, at
any time on or before the effective date of the Trust's Registration Statement
filed by the Trust on Form N-1A with the Securities and Exchange Commission
("Registration Statement").
3. Subscriber acknowledges that the Shares to be purchased hereunder
have not been registered under the federal securities laws and that, therefore,
the Trust is relying on certain exemptions from such registration requirements,
including exemptions dependent on the intent of the undersigned in acquiring the
Shares. Subscriber also understands that any resale of the Shares, or any part
thereof, may be subject to restrictions under the federal securities laws, and
that Subscriber may be required to bear the economic risk of any investment in
the Shares for an indefinite period of time.
4. Subscriber represents and warrants that (i) it is acquiring the
Shares solely for its own account and solely for investment purposes and not
with a view to the resale or disposition of all or any part thereof, and that it
has no present plan or intention to sell or otherwise dispose of the Shares or
any part thereof at any time in the near future and (ii) it is knowledgeable and
experienced with respect to the financial, tax, and business ownership of the
Shares and is capable of evaluating the risks and merits of purchasing the
Shares and can bear the economic risk of an investment in the Shares for an
indefinite period of time and can suffer the complete loss thereof.
5. Subscriber agrees that it will not sell or dispose of the Shares or
any part thereof, except to the Trust itself, unless the Registration Statement
with respect to such Shares is then in effect under the Securities Act of 1933,
as amended.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their
duly authorized representatives this 2nd day of April, 2007.
NCM Capital Management Group, Inc. NCM Capital Investment Trust
/s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx
By: _______________________________________ By: ______________________________
Xxxxx X. Xxxxx, Chief Executive Officer President
