XXXXXXX XXXXXXX FUNDS
SUBSCRIPTION AGREEMENT
Shares of Beneficial Interest
AMOUNT OF
SUBSCRIPTION (US$)
The International Equity Fund
-------------
The EAFE Fund
-------------
The Emerging Markets Fund
-------------
Total Subscription Price $____________
SUBSCRIBER INFORMATION
Name of Subscriber: _______________________________________________
(hereinafter "SUBSCRIBER")
Name for Registration _______________________________________________
(if different from above)
Person Signing (if different): _______________________________________________
Capacity (if applicable): _______________________________________________
Principal Place of Business, Local Office or Other Physical Location:
_______________________________________________________________
(Number and Street)
_______________________________________________________________
(City) (State) (Zip Code)
Telephone:
_______________________________________________________________
Fax:
_______________________________________________________________
E-mail:
_______________________________________________________________
Date of Organization:
_______________________________________________________________
(Month) (Day) (Year)
Jurisdiction of Organization:
_______________________________________________________________
Taxpayer Identification Number (or foreign tax identifying number, if any):
_______________________________________________________________
(If a non-U.S. SUBSCRIBER does not have a taxpayer identification number, the
Trust may request alternative
government-issued documentation certifying to the existence of the SUBSCRIBER's
business or enterprise.)
BANK INFORMATION
Bank Name: _______________________________________________
ABA Number: _______________________________________________
Address:
______________________________________________________________
(Number and Street)
_______________________________________________
(City) (State) (Zip Code)
Telephone: _______________________________________________
Fax: _______________________________________________
Account Name: _______________________________________________
Account Number: _______________________________________________
SUBSCRIBER hereby agrees as follows:
1. SUBSCRIBER hereby subscribes for shares of beneficial interest in one or
more series (each a "Fund") of Xxxxxxx Xxxxxxx Funds (the "Trust")
indicated above and in the dollar amount(s) set forth above. Upon
completion of this Subscription
Agreement, SUBSCRIBER should send this
agreement by telecopy and courier to:
Xxxxxxx Xxxxxxx Funds
c/o Xxxxxxx Xxxxxxx Overseas Ltd.
Xxxxxx Xxxxxx,
0 Xxxxxxxxx Xxx,
Xxxxxxxxx,
Xxxxxxxx XX0 0XX
ATTENTION: Xxxxxxx Xxxxxxx
TELECOPY: 011 44 131 275 3972
After the Trust has reviewed the completed Subscription
Agreement,
SUBSCRIBER will receive telephonic notice of the acceptance or
non-acceptance of the subscription. If the subscription is accepted by the
Trust, SUBSCRIBER agrees to wire immediately available funds in the amounts
indicated on the cover of this Subscription
Agreement to:
The Bank of New York
ABA 000000000
F/C 8900285451
BNF = Xxxxxxx Xxxxxxx International Equity Fund
IMMs A/C # 1885558400
or
BNF = Xxxxxxx Xxxxxxx EAFE Fund
IMMs A/C # (to be confirmed)
or
BNF = Xxxxxxx Xxxxxxx Emerging Market Fund
IMMs A/C # 1881118400
2. SUBSCRIBER agrees that, unless the Trust is otherwise specifically
notified, this subscription will be treated as a subscription for shares of
beneficial interest in the indicated Funds (the "Shares") to become
effective following the satisfaction of all of the conditions specified in
Section 3 of this Subscription
Agreement, unless otherwise agreed by the
Trust.
3. SUBSCRIBER understands and agrees that this subscription for the Shares is
ineffective and that SUBSCRIBER will not become a shareholder of the Trust
until (i) SUBSCRIBER completes all applicable information requested in this
Subscription
Agreement, (ii) SUBSCRIBER executes this Subscription
Agreement and delivers it to the Trust or its agent, (iii) the Trust
accepts the Subscription
Agreement, which acceptance may be withheld in the
Trust's sole discretion, and (iv) the Trust can and has confirmed that the
subscription amount has been received in the account listed in Section 1
above.
4. SUBSCRIBER represents and warrants to the Trust that SUBSCRIBER has
received a copy of the Private Placement Memorandum dated April 29, 2005
(the "Placement Memorandum") relating to the offer for sale by the Trust of
the Shares and has had an opportunity to request a Statement of Additional
Information dated as of April 29, 2005 (the "SAI"), and has reviewed the
Placement Memorandum carefully prior to executing this Subscription
Agreement. SUBSCRIBER acknowledges that SUBSCRIBER had the opportunity to
ask questions of, and receive answers from, representatives of the Trust
concerning terms and conditions of the Offering and to obtain any
additional information necessary to verify the accuracy of the information
contained in the Placement Memorandum or the SAI. SUBSCRIBER further
acknowledges that no person is authorized to give any information or to
make any representation which is contrary to the information contained in
the Placement Memorandum or the SAI and that, if given or made, any such
contrary information or representation may not be relied upon as having
been authorized.
5. SUBSCRIBER understands and agrees that a purchase premium may be applicable
to
this subscription for the Shares according to the terms described in the
Placement Memorandum, and that some of the funds paid under this Agreement
may be applied to such purchase premium.
6. SUBSCRIBER hereby elects:
/ / To reinvest all distributions of income and realized capital gains from a
Fund in additional shares of that Fund
OR
/ / To receive all distributions of income and realized capital gains from a
Fund as cash when declared.
7. SUBSCRIBER understands and agrees that, unless otherwise indicated above,
SUBSCRIBER will be deemed to have elected to reinvest all distributions of
income and capital gains.
8. SUBSCRIBER understands and acknowledges that, in selling the Shares to
SUBSCRIBER, the Trust is relying on the representations made and
information supplied in this Subscription Agreement to determine that the
sale of the Shares to SUBSCRIBER complies with (or meets the requirements
of any applicable exemption from) the Securities Act of 1933, as amended
(the "1933 Act"), and applicable state securities laws.
9. SUBSCRIBER represents that it is acquiring the Shares subscribed for by
this Subscription Agreement for its own account for investment only and not
with a view to any resale or distribution.
10. SUBSCRIBER represents that it (either alone or together with its purchaser
representative, whose identity has been disclosed to the Trust, if any) has
such knowledge and experience in financial and business matters to be
capable of evaluating the merits and risks of the investment represented by
the Trust and that SUBSCRIBER is able to bear the economic risk of this
investment including the risk of loss of the investment.
11. SUBSCRIBER understands that the Trust will offer the Shares only to
investors which qualify as "accredited investors" as defined in Regulation
D under the 1933 Act. SUBSCRIBER represents that it qualifies as an
"accredited investor" because SUBSCRIBER is described in the paragraph or
paragraphs indicated below: (CHECK ONE OR MORE).
/ / A natural person who had an individual income in excess of $200,000 in each
of the two most recent years or joint income with his or her spouse in
excess of $300,000 in each of those years and has a reasonable expectation
of reaching the same income level in the current year.
/ / A natural person whose individual net worth, or joint net worth with his or
her spouse, exceeds $1,000,000 at the time of purchase of the Shares.
/ / A trust, with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the Shares offered, whose purchase is
directed by a sophisticated person as described in Rule 506(b)(2)(ii) of
Regulation D of the 1933 Act.
/ / An organization described in Section 501(c)(3) of the Internal Revenue
Code, corporation,
Massachusetts or similar business trust, or partnership,
not formed for the specific purpose of acquiring the Shares offered, with
total assets in excess of $5,000,000.
/ / A private business development company as defined in Section 202(a)(22) of
the Investment Advisers Act of 1940, as amended.
/ / A bank as defined in Section 3(a)(2) of the 1933 Act, or savings and loan
association or other institution as defined in Section 3(a)(5)(A) of the
1933 Act, whether acting in its individual or fiduciary capacity; a broker
or dealer registered pursuant to Section 15 of the Securities Exchange Act
of 1934; an insurance company as defined in Section 2(13) of the 1933 Act;
an investment company registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), or a business development company as defined
in Section 2(a)(48) of the 1940 Act; a Small Business Investment Company
licensed by the U.S. Small Business Administration under Section 301(c) or
(d) of the Small Business Investment Act of 1958; any plan established and
maintained by a state, its political subdivisions, or any agency or
instrumentality of a state or its political subdivisions, for the benefit
of its employees, if such plan has total assets in excess of $5,000,000; an
employee benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, if the investment decision is made
by a plan fiduciary, as defined in Section 3(21) of such Act, which is
either a bank, savings and loan association, insurance company, or
registered investment adviser, or if the employee benefit plan has total
assets in excess of $5,000,000 or, if a self-directed plan, with investment
decisions made solely by persons that are accredited investors.
/ / An entity in which all of the equity owners are accredited investors as
defined above.
12. SUBSCRIBER represents that it is a resident of (or, if SUBSCRIBER is an
entity, its principal offices are located in) ________________.
(U.S. State)
13. SUBSCRIBER agrees to promptly notify the Trust of any development that
causes any of the representations made or information supplied in this
Subscription Agreement to be untrue at any time.
14. SUBSCRIBER understands that the Shares are not publicly traded and that
there will be no public market for the Shares.
15. SUBSCRIBER understands and agrees that the Shares are being sold in a
transaction which is exempt from the registration requirements of the 1933
Act and, in certain cases, of state securities laws, and that such
interests will be subject to transfer restrictions under the 1933 Act and
applicable state securities laws and, except to the extent that redemption
is permitted as described in the Placement Memorandum and the SAI, must be
held indefinitely unless subsequently registered under the 1933 Act and
applicable state securities laws or an exemption from such registration is
available. The undersigned further understands and agrees that the Trust is
under no obligation to register such Shares and that any exemptions are
extremely limited.
16. SUBSCRIBER agrees to transfer all or any part of its Shares only in
compliance with all applicable conditions and restrictions contained in
this Subscription Agreement, the Placement Memorandum, the SAI, the 1933
Act and any applicable state securities laws.
17. SUBSCRIBER hereby agrees to supply the Trust with a completed U.S. Internal
Revenue Service Form W-9; or, if SUBSCRIBER is an exempt foreign person,
the proper form of U.S. Internal Revenue Service Form W-8. Such Forms when
delivered will be fully and accurately completed.
18. SUBSCRIBER hereby agrees to provide the Trust and/or its service providers
with other information and documents that will allow the Trust to verify
the identity of SUBSCRIBER. SUBSCRIBER understands that if such information
is not provided, the Trust may not be able to open an account for
SUBSCRIBER. SUBSCRIBER understands that if the Trust is unable to verify
SUBSCRIBER's identity or believes the account is being used for fraudulent
or illegal purposes, the Trust reserves the right to close the account and
to redeem Shares and to take such other steps as the Trust deems
reasonable. SUBSCRIBER further understands that the Trust or its service
providers may release confidential information about SUBSCRIBER to proper
authorities if the
Trust or its service providers, in their sole discretion, determine that it
is in the best interests of the Trust in light of applicable laws or
regulations concerning money laundering and similar activities.
19. SUBSCRIBER hereby agrees that (i) any information provided or otherwise
made available to SUBSCRIBER regarding portfolio holdings of the Trust is
the confidential property of the Trust and may not be traded upon; (ii)
access to such information will be limited to SUBSCRIBER'S employees and
agents who are subject to a duty to keep and treat such information as
confidential; and (iii) upon written request from the Trust or Xxxxxxx
Xxxxxxx Overseas Ltd., SUBSCRIBER shall promptly return or destroy such
information.
20. SUBSCRIBER hereby agrees to be bound by all terms and conditions of this
Subscription Agreement.
21. This Subscription Agreement shall be governed by and construed under the
laws of The Commonwealth of
Massachusetts and is intended to take effect as
an instrument under seal and shall be binding on SUBSCRIBER in accordance
with its terms.
22. Please sign this Subscription Agreement exactly as you wish your Shares to
be registered. (The information supplied by you below should conform to
that given on the cover page).
Dated: , Name of SUBSCRIBER:______________________
----------- ------
By:
------------------------
Name of Person Signing if different
from SUBSCRIBER:_________________________
(please print)
Capacity:________________________
(please print)
Accepted:
Xxxxxxx Xxxxxxx Funds
By:
------------------------
Name:
Title:
A copy of the Agreement and Declaration of Trust establishing the Trust is
on file with
the Secretary of State of The Commonwealth of
Massachusetts, and notice is
hereby given that this Agreement is executed on behalf of the Trust by officers
of the Trust as officers and not individually and that the obligations of or
arising out of this Agreement are not binding upon any of the Trustees, officers
or shareholders of any Fund individually but are binding only upon the assets
and property belonging to the Funds.
