SUBSCRIPTION AGREEMENT
I hereby subscribe for one (1) share of beneficial interest in the
Xxxxxxx Opportunities Fund (the "Fund") and agree to pay $10 for such share.
I represent and warrant to the Fund that I am purchasing the share for
investment and not with a view to the distribution or resale of the share. I
agree that I will not redeem the share prior to the time that the Fund has
completed the expensing or amortization, as applicable, of its organizational
expenses. In the event that the Fund liquidates before any deferred
organizational expenses are fully amortized or expensed, I agree that my share
shall bear a proportionate amount of such unamortized or unexpensed
organizational expenses.
/S/ XXXX X. XXXXXX
Xxxx X. Xxxxxx
Dated: July 23, 1999
