SUBSCRIPTION AGREEMENT
Exhibit 99.(p)
THIS SUBSCRIPTION AGREEMENT is entered into as of the day of , between The Xxxxxxx Royalty &
Income Fund, a statutory trust organized and existing under the laws of Delaware (the “Trust”), and
Xxxxxxx MLP Asset Management (the “Purchaser”).
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. PURCHASE AND SALE OF THE SHARES
1.1 SALE AND ISSUANCE OF SHARES. Subject to the terms and conditions of this Agreement, the
Trust agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Trust, common
shares of beneficial interest, par value $0.001, representing undivided beneficial interests in the
Trust (the “Shares”) at a price per Share of $ for an aggregate purchase price of $ .
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser hereby represents
and warrants to, and covenants for the benefit of, the Trust that:
2.1 PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is made by the Trust with the Purchaser
in reliance upon the Purchaser’s representation to the Trust, which by the Purchaser’s execution of
this Agreement the Purchaser hereby confirms, that the Shares are being acquired for investment for
the Purchaser’s own account, and not as a nominee or agent and not with a view to the resale or
distribution by the Purchaser of any of the Shares, and that the Purchaser has no present intention
of selling, granting any participation in, or otherwise distributing the Shares, in either case in
violation of any securities registration requirement under applicable law, but subject
nevertheless, to any requirement of law that the disposition of its property shall at all times be
within its control. By executing this Agreement, the Purchaser further represents that the
Purchaser does not have any contract, undertaking, agreement or arrangement with any person to
sell, transfer or grant participation to such person or to any third person, with respect to any of
the Shares.
2.2 INVESTMENT EXPERIENCE. The Purchaser acknowledges that it can bear the economic risk of
the investment for an indefinite period of time and has such knowledge and experience in financial
and business matters (and particularly in the business in which the Trust operates) as to be
capable of evaluating the merits and risks of the investment in the Shares. The Purchaser is an
“accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933
(the “1933 Act”).
2.3 RESTRICTED SECURITIES. The Purchaser understands that the Shares are characterized as
“restricted securities” under the United States securities laws inasmuch as they are being acquired
from the Trust in a transaction not involving a public offering and that under such laws and
applicable regulations such Shares may be resold
without registration under the 1933 Act only in certain circumstances. In this connection, the
Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is
generally familiar with the existing resale limitations imposed by Rule 144.
2.4 FURTHER LIMITATIONS ON DISPOSITION. The Purchaser further agrees not to make any
disposition directly or indirectly of all or any portion of the Shares unless and until:
(a) There is then in effect a registration statement under the 1933 Act covering such proposed
disposition and such disposition is made in accordance with such registration statement; or
(b) The Purchaser shall have furnished the Trust with an opinion of counsel, reasonably
satisfactory to the Trustees, that such disposition will not require registration of such Shares
under the 0000 Xxx.
2.5 LEGENDS. It is understood that the certificate, if any, evidencing the Shares may bear
either or both of the following legends:
(a) “These securities have not been registered under the Securities Act of 1933. They may not
be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in
effect with respect to the Shares under such Act or an opinion of counsel reasonably satisfactory
to the Trustees of The Xxxxxxx Royalty & Income Fund that such registration is not required.”
(b) Any legend required by the laws of any other applicable jurisdiction.
(c) The Purchaser and the Trust agree that the legend contained in the paragraph (a) above
shall be removed at a holder’s request when they are no longer necessary to ensure compliance with
federal securities laws.
2.6 COUNTERPARTS. This Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and hereto were upon the
same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.
| THE XXXXXXX ROYALTY & INCOME FUND |
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| By: | ||||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Executive Vice President and Secretary |
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| XXXXXXX MLP ASSET MANAGEMENT, LP |
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| By: | Swank Capital, LLC, its general partner | |||
| By: | ||||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
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