EXHIBIT 12
SUBSCRIPTION AGREEMENT
DATED OCTOBER 11, 2004
Opus Investment Trust (the "Trust")
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
The undersigned hereby subscribes for and agrees to purchase One Hundred
Thousand (100,000) shares of beneficial interest of Opus Cash Reserves (the
"Fund"), a series of the Trust, at the price of $1.00 per share. These
securities shall be fully paid and nonassessable at the time of issuance.
In connection with this subscription, the undersigned hereby warrants and
represents that these securities are being acquired for its own account and for
investment, and not with a view to, or in connection with, any distribution or
sale thereof, that it has made no agreement with any other person or entity
concerning such securities, and that its financial condition is such that it
will not be necessary for it to dispose of such securities in the foreseeable
future.
The undersigned also represents it is aware that the securities being acquired
have not been registered under either federal law and rules or the applicable
law of certain states or other jurisdictions, and that sale or resale of the
securities will not be permitted under federal or state law unless such
securities are first registered, or the sale is a transaction that is exempt
from registration under both federal and state laws. Furthermore, the
undersigned agrees to refrain from any sale of the securities except pursuant to
registration or exemption from registration.
In this connection, the undersigned consents to the placement of the following
restrictive legend on the securities certificate, if any, delivered to it:
"The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended, or the securities laws of
certain states. The securities have been acquired for investment and may
not be sold, offered for sale or transferred in the absence of an
effective registration under the Securities Act of 1933, as amended, and
any applicable state securities laws or an opinion of counsel
satisfactory in form and substance to counsel for the Trust that the
transaction will not result in a violation of federal or state
securities laws."
The undersigned also consents to the placing of a stop transfer notification on
the Trust's securities records with respect to the securities being subscribed
for.
The undersigned also represents that it has been fully appraised of, and is
totally aware of the nature of, the investment being made and the financial
risks of the investment. In addition, the undersigned has been provided with the
Fund's current preliminary prospectus and offered access to all of the Trust's
books, records, information, agreements, and documents that it has deemed
necessary and appropriate under the circumstances. Thus, it represents that it
does not require or desire any information or data pertaining to the Trust or
the Fund.
The undersigned also represents that is accepting these securities on its own
behalf and for no one else.
First Allmerica Financial Life Insurance
Company
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
Accepted:
Opus Investment Trust
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
2
