Exhibit 13.5
XXXXXX ASSOCIATES INVESTMENT TRUST
Subscription Agreement
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1. Subscription for Shares. We agree to purchase from Xxxxxx Associates
Investment Trust 10,000 shares of beneficial interest of the series designated
Xxxxxx Value Fund (the "Fund") for a price of $10 per share, on the terms and
conditions set forth herein and in the preliminary prospectus described below,
and agree to tender $100,000 in payment therefor at such time as the board of
trustees or the president of the Trust determines.
We understand that the Trust has filed a registration statement with the
Securities and Exchange Commission (No. 33-_______) on Form N-1A, which contains
the preliminary prospectus describing the Trust, the Fund and the shares. We
acknowledge receipt of a copy of the preliminary prospectus.
We recognize that the Trust will not be fully operational until it
commences a public offering of its shares. Accordingly, a number of features of
the Trust described in the preliminary prospectus, including redemption of
shares upon request of shareholders, will not be available until the Trust
registration statement becomes effective under the Securities Act of 1933.
2. Representations and Warranties. We represent and warrant as follows:
(a) We are aware that no federal or state agency has made any
finding or determination as to the fairness for investment, nor
any recommendation nor endorsement, of the shares;
(b) We have such knowledge and experience of financial and business
matters as will enable us to utilize the information made
available to us 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) We recognize that the Trust has only recently been organized,
that the Fund has no financial or operating history and, further,
that investment in the Fund involves certain risks, and we have
taken full cognizance of and understand all of the risks related
to the purchase of the shares and we acknowledge that we have
suitable financial resources and anticipated income to bear the
economic risk of such an investment;
(d) We are purchasing the shares for our own account, for investment,
and not with any intention of redemption, distribution, or resale
of the shares, either in whole or in part;
(e) We will not sell the shares purchased by us without registration
of them under the Securities Act of 1933 or exemption therefrom;
(f) We have been furnished with and have read this agreement, the
preliminary prospectus and such other documents relating to the
Fund and the Trust as we have requested and as have been provided
to me by the Trust;
(g) We have also had the opportunity to ask questions of, and receive
answers from, officers of the Trust concerning the Trust and the
terms of the offering.
3. Rejection of Subscriptions. We recognize that the Trust reserves the
right to reject or limit any subscription.
4. Taxpayer Identification. We certify under penalties of perjury that
the number shown on this form is our correct number and that we are not subject
to backup withholding as a result of a failure to report all interest and
dividend income to the Internal Revenue Service.
_______________________________________
Taxpayer Identification Number
[PURCHASER]
By: ___________________________________
Dated:
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