Exhibit (l): Subscription Agreements
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SUBSCRIPTION AGREEMENT
THIS AGREEMENT by and between Internet 100 Advisors, L.L.C. ("Advisor") and the
Woodlawn Funds Trust ("Trust"), a business 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 the Advisor and the Advisor hereby
subscribes to purchase 7,500 shares ("shares") of beneficial interest of
Internet 100 Fund, a series of the Trust, each with a par value of $0.0001 per
Share, at a price of ten dollars ($10.00) per each Share.
2. The Advisor agrees to pay $75,000 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. The Advisor acknowledges that the Shares to be purchased hereunder
have not been, and will not be, 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. The Advisor also understand that any resale
of the Shares, or any part thereof, may be subject to restrictions under the
federal securities laws, and that the Advisor may be required to bear the
economic risk of any investment in the Shares for an indefinite period of time.
4. The Advisor represents and warrants that 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 there of, 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.
5. The Advisor 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 25th day of August, 1999.
INTERNET 100 ADVISORS, L.L.C.
By: /s/ Xxxx xx Xxxx
________________________
Xxxx Xxxx xx Xxxx
Title: President
WOODLAWN FUNDS TRUST
By: /s/ Xxxxxx X. Xxxxxxx
_________________________
Xxxxxx X. Xxxxxxx
Title: Trustee and Treasurer
SUBSCRIPTION AGREEMENT
THIS AGREEMENT by and between Xxxxx Xxxxxxx and the Woodlawn Funds Trust
("Trust"), a business 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 Xxxxx Xxxxxxx and Xxxxx Xxxxxxx hereby
subscribes to purchase 2,500 shares ("Shares") of beneficial interest of
Internet 100 Fund, a series of the Trust, each with a par value of $0.0001 per
Share, at a price of ten dollars ($10.00) per each Share.
2. Xxxxx Xxxxxxx agrees to pay $25,000 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. Xxxxx Xxxxxxx acknowledges that the Shares to be purchased hereunder
have not been, and will not be, 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. Xxxxx Xxxxxxx also understands that any
resale of the Shares, or any part thereof, may be subject to restrictions under
the federal securities laws, and that Xxxxx Xxxxxxx may be required to bear the
economic risk of any investment in the Shares for an indefinite period of time.
4. Xxxxx Xxxxxxx represents and warrants that he is acquiring the
Shares solely for his own account and solely for investment purposes and not
with a view to the resale or disposition of all or any part there of, and that
he 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.
5. Xxxxx Xxxxxxx agrees that he 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 26th day of August, 1999.
By: /s/ Xxxxx Xxxxxxx
________________________
Xxxxx Xxxxxxx
WOODLAWN FUNDS TRUST
By: /s/ Xxxxxx X. Xxxxxxx
_________________________
Xxxxxx X. Xxxxxxx
Title: Trustee and Treasurer
