SUBSCRIPTION AGREEMENT
This Agreement is made as of the day of April, 2011 between Xxxx Xxxxxxx Life Insurance Company (U.S.A.), a Michigan corporation, (“JHLI”), and Xxxx Xxxxxxx Hedged Equity & Income Fund, a Massachusetts business trust (the “Fund”).
WHEREAS, the Fund wishes to sell to JHLI, and JHLI wishes to purchase from the Fund, $100,000 of common shares of beneficial interest, $.01 par value per share, of the Fund (5,236 common shares at a purchase price of $19.10 per share (collectively, the “Shares”)); and
WHEREAS, the JHLI is purchasing the Shares for the purpose of providing the initial capitalization of the Fund as required by the Investment Company Act of 1940;
NOW, THEREFORE, the parties hereto agree as follows:
| 1. | Simultaneously with the execution of this Agreement, JHLI is delivering to the Fund a check in the amount of $100,000 in full payment for the Shares. |
| 2. | JHLI agrees that it is purchasing the Shares for investment and has no present intention of reselling the Shares. |
Executed as of the date first set forth above.
| XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.) | ||||
| By: |
| |||
| Name: | ||||
| Title: | Vice President, Counsel and Corporate Secretary | |||
| XXXX XXXXXXX HEDGED EQUITY & INCOME FUND | ||||
| By: |
| |||
| Name: | Xxxxxxxxx Xxxxxxxxx | |||
| Title: | Treasurer | |||
