SUBSCRIPTION AGREEMENT
Xxxxxx Diversified Opportunities Fund (the "Fund"), a Delaware statutory trust,
and Xxxxxx Capital Management Limited, a limited liability company incorporated
in England and Wales (the "Subscriber") hereby agree as of Sept. 8, 2015, as
follows:
1. In order to provide the Fund with the initial capital required
pursuant to Section 14 of the Investment Company Act of 1940, as
amended, the Subscriber is hereby purchasing from the Fund 5,000
shares of beneficial interest of the Fund (the "Shares"), at a
purchase price of $20.00 per share, for a total purchase price of
$100,000. The Subscriber hereby acknowledges the receipt of the
Shares, and the Fund hereby acknowledges receipt from the Subscriber
of funds in the amount of $100,000 for the Fund in full payment for
the Shares. It is further agreed that no certificate for the Shares
will be issued by the Fund.
2. The Subscriber is aware that the Shares have not been registered
under the Securities Act of 1933, as amended (the "1933 Act"), on the
basis that the sale of such Shares will be exempt under Section 4(2)
of the 1933 Act as not involving any public offering. Reliance on such
exemption is predicated, in part, on the Subscriber's representation
and warranty to the Fund that the Shares are being acquired for the
Subscriber's own account for investment purposes and not with a view
to the distribution or redemption thereof, and that the Subscriber has
no present intention to dispose of the Shares. The Subscriber further
represents that it will not take any action that will subject the sale
of the Shares to the registration provisions of the 1933 Act.
3. The subscriber consents, as the sole holder of the Fund's Shares and
pursuant to Section 23(b)(2) of the Investment Company Act of 1940, as
amended, to the issuance by the Fund of Shares at a price per Share as
set forth in the registration statement relating to the public
offering of Shares.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have cause this Subscription Agreement to
be duly executed on the date first written above.
XXXXXX DIVERSIFIED OPPORTUNITIES FUND
By: /s/ Xxxxxx Xxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxx
Title: Secretary
XXXXXX CAPITAL MANAGEMENT LIMITED
By: /s/ Xxxxxx Rentoul
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Name: Xxxxxx Rentoul
Title: Director of Xxxxxx Capital
Group Limited, sole member
of Xxxxxx Capital US LLC
Signature Page -
Xxxxxx Diversified Opportunities Fund Subscription Agreement
