SUBSCRIPTION AGREEMENT
December 16, 1998
New Providence Investment Trust
c/o the Nottingham Company
000 Xxxxx Xxxxxxxxxx Xxxxxx
Post Xxxxxx Xxxxxx 00
Xxxxx Xxxxx, XX 00000-0000
Ladies and Gentlemen:
New Providence Investment Trust ("Trust"), a Massachusetts business
trust, proposes to make a continuous public offering of its shares, par value $
.01 per share, of a newly created series of the Trust, the Intrinsic Value Fund
("Fund") as set forth below, pursuant to a post-effective amendment to its
amended registration statement on Form N-1A ("Registration Statement"), which
was filed with the Securities and Exchange Commission on October 22, 1998. In
order to provide the Fund with initial seed capital, Atlanta Investment Counsel,
LLC ("AIC") hereby agrees to purchase 10 shares of the Fund in accordance with
the terms and conditions set forth below.
1. Purchase of Shares. AIC hereby agrees to purchase from the Fund 10
shares at a price of $10.00 per share for an aggregate purchase price
of $100.00.
2. Payment of Purchase Price. AIC will pay to the Fund by check or wire
transfer, within two business days hereof, $100.00 to be allocated to
the Fund as set forth above.
3. Agreement Not to Sell Shares. AIC acknowledges that the shares have not
been and will not be, registered under the federal securities laws and
that, therefore, the Trust and the Fund are relying on certain
exemptions from such registration requirements, including exemptions
dependent on the intent of the undersigned in acquiring the shares. AIC
also understands that any resale of the shares, or any part thereof,
may be subject to restrictions under the federal securities laws, and
that AIC may be required to bear the economic risk of any investment in
the shares for an indefinite period of time. Accordingly, AIC hereby
agrees not to sell, hypothecate or otherwise dispose of any of the
shares unless the shares have been registered under the Securities Act
of 1933, as amended ("1933 Act"), and any applicable state securities
laws or, in the opinion of counsel for the Trust, valid exemptions from
the registration requirements of the 1933 Act and those state laws are
available.
4. Representations, Warranties and Acknowledgements. AIC represents and
warrants that it is acquiring the shares for its own account for
investment and not with any view to resale or further distribution
thereof, and that it has no present intention to redeem any of the
shares. AIC acknowledges and agrees that in the event any of the shares
are redeemed prior to complete amortization by the Fund of any deferred
organization expenses, the amount payable by the Fund upon redemption
of such shares shall be reduced by the pro rata share (based on the
number of shares redeemed and the total number of shares then
outstanding) of any Fund unamortized organization expenses as of the
date of such redemption.
5. Governing Law. This Agreement and the rights and obligations of the
parties hereunder shall be governed by and construed under the laws of
the Commonwealth of Massachusetts.
If the foregoing letter is in accordance with your understanding of our
agreement, please so indicate in the space provided below for that purpose,
whereupon this letter will become a binding agreement between us in accordance
with its terms.
Very truly yours,
Atlanta Investment Counsel, LLC
BY: /s/ C. Xxxxxxx Xxxxxxxxx
_______________________________
C. Xxxxxxx Xxxxxxxxx
Chairman and Chief Executive Officer
The foregoing Subscription Agreement is hereby confirmed and accepted
as of the date first above written.
NEW PROVIDENCE INVESTMENT TRUST
BY: /S Xxxx X. Xxxxxxx
___________________________
Xxxx X. Xxxxxxx
Chairman
