SUBSCRIPTION AGREEMENT
ITEM 25.2 EXHIBIT P
Subscription
Agreement, dated as of May 21, 2009, between Xxxxxxx Xxxxx Credit Strategies
Fund, a Delaware statutory trust (the “Fund”) and Xxxxxxx Sachs Group, Inc. (the
“Purchaser”).
WHEREAS, the Fund has been formed for the purposes of carrying on business as a closed-end
management company; and
WHEREAS, the Fund proposes to issue and sell shares of beneficial interest, par value $0.001
per share (the “Common Shares”), to the public pursuant to a Registration Statement on Form
N-2 (the “Registration Statement”) filed with the Securities and Exchange Commission; and
WHEREAS, Section 14(a) of the Investment Company Act of 1940, as amended requires each
registered investment company to have a net worth of at least $100,000 before making a public
offering of its securities.
NOW, THEREFORE, the Fund and the Purchaser agree as follows:
| I. | The Fund offers to sell to the Purchaser, and the Purchaser agrees to purchase from the Fund, 10,000 Common Shares, at a price of $10.00 per share (the “Shares”) on a date, to be specified by the Fund, prior to the effective date of the Registration Statement. | ||
| II. | The Purchaser represents and warrants to the Fund that it is acquiring the Shares for its own account and for investment purposes only and that the Shares will be sold only pursuant to an effective registration statement under the Securities Act of 1933, as amended, or an applicable exemption from the registration requirements contained therein. | ||
| III. | The Purchaser’s right under this Subscription Agreement to purchase the Shares is not assignable. | ||
| IV. | This Subscription Agreement may be signed in one or more counterparts, each of which shall be deemed to be an original. |
IN WITNESS WHEREOF, the Fund and the Purchaser have caused their authorized officers to
execute this Subscription Agreement as of the date first above written.
| XXXXXXX XXXXX CREDIT STRATEGIES FUND | ||||||
| By: /s/ Xxxxx X. Xxxxxxx | ||||||
| Name: Xxxxx X. Xxxxxxx | ||||||
| Title: Secretary | ||||||
| XXXXXXX SACHS GROUP, INC. | ||||||
| By: /s/ Xxxxx X. XxXxxxxx | ||||||
| Title: Managing Director | ||||||
