EXHIBIT 8(b)
SUBSCRIPTION AGREEMENT
For the Acquisition of an Interest In
MASTER SMALL CAP VALUE TRUST
The undersigned (the "New Holder") does hereby apply for admission to, and
subscribes for Interests in Master Small Cap Value Trust (the "Trust"), a
Delaware business trust formed by Declaration of Trust (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)):
[ ] (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;
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[ ] (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.
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(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.
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SEVENTH: This Agreement may be executed in counterparts, all of which when
taken together shall be deemed one original.
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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.
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Name of New Holder Taxpayer Identification Number
(please print) of New Holder
________________________________________
________________________________________ ________________________________________
________________________________________ Telephone Number of New Holder
________________________________________
Mailing Address/Residence of New
Holder
Capital Commitment:
▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Value Fund, Inc.
$100,000
Signature of Authorized Representative of New Holder:
Date:___________________ __________________________________
Name:_____________________________
Title:____________________________
ACCEPTED: MASTER SMALL CAP VALUE TRUST
Date:____________________ __________________________________
By:_______________________________
Title:____________________________
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