SUBSCRIPTION AGREEMENT
THIS AGREEMENT by and between Franklin Street Trust Company ("Company"), a North
Carolina corporation and the FSP Investment Trust ("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 Company and Company hereby subscribes to
purchase 10,000 shares ("Shares") of beneficial interest of The Franklin Street
Core Equity Fund, a series of the Trust, with a par value of $0.00 per Share, at
a price of ten dollars ($10.00) per each Share.
2. Company 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. Company 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. Company also understands that any resale of
the Shares, or any part thereof, may be subject to restrictions under the
federal securities laws, and that Company may be required to bear the economic
risk of any investment in the Shares for an indefinite period of time.
4. Company represents and warrants that its is acquiring the Shares
solely for its own account and solely for investment purposes and not with a
view to the resale or disposition of all or any part thereof, and that its 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. Company agrees that it 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 28TH day of March, 2002.
FRANKLIN STREET TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
Title: Chairman
FSP INVESTMENT TRUST
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Title: Trustee
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