SUBSCRIPTION AGREEMENT FOR SHARES
OF THE XXXXXX/BIAM WORLDWIDE FUNDS TRUST
The undersigned hereby subscribes for the purchase of shares of beneficial
interest of each of the Xxxxxx/BIAM International Fund, the Xxxxxx/BIAM
International Institutional Fund and the Xxxxxx/BIAM International CORE Fund,
each a series ("Fund") of Xxxxxx/BIAM Worldwide Funds Trust (the "Trust"), at
the subscription price of $10.00 per share (the "Shares"), as follows:
Xxxxxx/BIAM International Fund 1,000 shares
Xxxxxx/BIAM International Institutional Fund 3,000 shares
Xxxxxx/BIAM International CORE Fund 7,000 shares
Submitted herewith to the Trust or its transfer agent is consideration for
the Shares in the aggregate amount of $110,000, consisting of $10,000 for the
Shares of the Xxxxxx/BIAM International Fund, $30,000 for the Shares of the
Xxxxxx/BIAM International Institutional Fund and $70,000 for the Shares of the
Xxxxxx/BIAM International CORE Fund.
The undersigned hereby represents to the Trust that the Shares are being
acquired by the undersigned solely for investment, for the sole account of the
undersigned, and not with a view to distribution within the meaning of the
Securities Act of 1933 (the "Act") and the rules and regulations thereunder.
The undersigned further hereby represents to the Trust, as an inducement for the
Shares to be issued to the undersigned, that the present and anticipated
financial position of the undersigned permits it to purchase the Shares and to
hold them for investment purposes and that the undersigned has no present
intention to redeem or resell such Shares. The undersigned is thoroughly
familiar with the proposed business of the Trust and has made all investigations
which it deems necessary or desirable in connection with this purchase. The
undersigned is headquartered in the State of Colorado. The undersigned has been
advised that the availability of the exemption from registration under the
Securities Act of 1933 relied upon by the Trust in issuing these Shares is
dependent in part upon the truth of the foregoing representations.
Prior to making a commitment to purchase the Shares, the Trust has informed
the undersigned: (i) that the Shares are not registered under the Act and may
not be resold unless they are subsequently so registered or unless an exemption
from such registration is available; (ii) that Rule 144 under the Act is
presently not applicable to a resale of the Shares; (iii) that any certificate
representing the Shares may bear a legend in customary form drawing attention to
the restrictions on its transferability.
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement effective as of the 4th day of October, 1996.
XXXXXX ASSOCIATES, INC.
By: Xxxxx X. Xxx
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Name: Xxxxx X. Xxx
Title: Vice President-Finance and
Administration
