Exhibit (l) (2)
XXXXX XXXXXX INVESTMENT TRUST
MONEY MARKET FUND PORTFOLIO
Subscription Agreement
1. Share Subscription. The undersigned agrees to purchase from Xxxxx
Xxxxxx Investment Trust (the "Trust") the number of shares (the "Shares") of the
Trust's Xxxxx Xxxxxx Money Market portfolio (the "Money Market Fund"), without
par value, set forth at the end of this Agreement on the terms and conditions
set forth herein and in the Preliminary Prospectus ("Preliminary Prospectus")
described below, and hereby tenders the amount of the price required to purchase
these shares at a price of $1.00 per share.
The undersigned understands that the Trust has filed an amendment to
its registration statement with the Securities and Exchange Commission on Form
N-1A, which contains the Preliminary Prospectus which describes the Trust and
the Shares. By its signature hereto, the undersigned hereby acknowledges receipt
of a copy of the Preliminary Prospectus.
The undersigned recognizes that the Trust will not be fully
operational until such time as it commences the public offering of its shares.
Accordingly, a number of features of the Trust described in the Preliminary
Prospectus, including, without limitation, the declaration and payment of
dividends, and redemption of shares upon request of shareholders, are not, in
fact, in existence at the present time and will not be instituted until the
Trust's registration under the Securities Act of 1933 is made effective.
2. Representations and Warranties. The undersigned hereby represents and
warrants as follows:
(a) It is aware that no Federal or state agency has made any findings
or determination as to the fairness for investment, nor any recommendation or
endorsement, of the Shares;
(b) It has such knowledge and experience of financial and business
matters as will enable it to utilize the information made available to it in
connection with the offering of the Shares, to evaluate the merits and risks of
the prospective investment and to make an informed investment decision;
(c) It recognizes that the Money Market Fund has only recently been
organized and has no financial or operating history and, further, that
investment in the Money Market Fund involves certain risks, and it has taken
full cognizance of and understands all of the risks related to the purchase of
the Shares, and it acknowledges that it has suitable financial resources and
anticipated income to bear the economic risk of such an investment;
(d) It is purchasing the Shares for its own account, for investment,
and not with any intention of redemption, distribution, or resale of the Shares,
either in whole or in part;
(e) It will not sell the Shares purchased by it without registration
of the Shares under the Securities Act of 1933 or exemption therefrom;
(f) This Agreement and the Preliminary Prospectus and such material
documents relating to the Trust's Income Fund as it has requested have been
provided to it by the Trust and have been reviewed carefully by it; and
(g) It has also had the opportunity to ask questions of, and receive
answers from, representatives of the Trust concerning the Income Fund and the
terms of the offering.
3. Reservation of Rights. The undersigned recognizes that the Trust
reserves the unrestricted right to reject or limit any subscription and to close
the offer at any time.
4. Costs of Organization. The undersigned also acknowledges that the
costs of organization of the Income Fund will be borne by the Trust and will be
amortized over a period not to exceed five years beginning with the commencement
of the public offering by the Income Fund. If, during that period of
amortization, the undersigned redeems any Shares purchased under this form of
agreement (hereinafter the "Initial Shares"), the undersigned agrees that the
undersigned will bear any unamortized portion of those costs of organization in
the same proportion as the number of Initial Shares then being redeemed bears to
the number of Initial Shares outstanding at the time of redemption.
5. Subscription. Number of shares: Ten. Subscription price $1.00 per
share for an aggregate price of $10.00.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
25/th/ day of January, 1999.
XXXXX XXXXXX MANAGEMENT COMPANY,
an Illinois corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Its: President
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