FORM OF SUBSCRIPTION AGREEMENT
THIS AGREEMENT by and between Elon R. Musk and X.xxx Funds (the "Trust"), a
business trust organized and existing under and by virtue of the laws of the
State of Delaware.
In consideration of the mutual promises set forth herein, the parties agree
as follows:
1. The Trust agrees to sell to Elon R. Musk and Elon R. Musk hereby
subscribes to purchase 3,500 shares of beneficial interest ("Shares") of X.xxx
Premier S&P 500 Fund, 3,500 Shares of X.xxx U.S.A. Bond Fund, and 3,000 Shares
of X.xxx U.S.A. Money Market Fund, each a series of the Trust, each with a par
value of $0.01 per Share, at a price of ten dollars ($10.00) per each Share.
2. Elon R. Musk agrees to pay $100,000 for all such Shares at the time of
their issuance, which shall occur upon call of the President of the Trust, at
any time on or before the effective date of the Trust's Registration Statement
filed by the Trust on Form N-1A with the Securities and Exchange Commission
("Registration Statement").
3. Elon R. Musk acknowledges that the Shares to be purchased hereunder have
not been, and will not be, registered under the federal securities laws and
that, therefore, the Trust is relying on certain exemptions from such
registration requirements, including exemptions dependent on the intent of the
undersigned in acquiring the Shares. Elon R. Musk also understands that any
resale of the Shares, or any part thereof, may be subject to restrictions under
the federal securities laws, and that Elon R. Musk may be required to bear the
economic risk of any investment in the Shares for an indefinite period of time.
4. Elon R. Musk represents and warrants that he is acquiring the Shares
solely for his own account and solely for investment purposes and not with a
view to the resale or disposition of all or any part there of, and that he has
no present plan or intention to sell or otherwise dispose of the Shares or any
part thereof at any time in the near future.
5. Elon R. Musk agrees that he will not sell or dispose of the Shares or
any part thereof, except to the Trust itself, unless the Registration Statement
with respect to such Shares is then in effect under the Securities Act of 1933,
as amended.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this __ day of September, 1999.
By:
-------------------------
Elon R. Musk
X.XXX FUNDS
By:
-------------------------
Name:
Title:
