SUBSCRIPTION AGREEMENT
THIS AGREEMENT by and between Xxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx
(collectively "Giordanos"), as joint tenants with right of survivorship,
citizens and residents of the State of Maryland, and the Xxxxxxxx Investment
Trust ("Trust"), a statutory 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 the Giordanos and the Giordanos hereby
subscribe to purchase 2,500 shares ("Shares") of beneficial interest of the
Xxxxxxxx Fund, a series of the Trust, with a par value of $0.001 per Share, at a
price of ten dollars ($10.00) per each Share.
2. The Giordanos agree to pay $25,000 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. The Giordanos acknowledge that the Shares to be purchased hereunder have
not been 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. The Giordanos also understand that any resale of the Shares, or any part
thereof, may be subject to restrictions under the federal securities laws, and
that the Giordanos may be required to bear the economic risk of any investment
in the Shares for an indefinite period of time.
4. The Giordanos represent and warrant that (i) they are acquiring the
Shares solely for their 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
they have no present plan or intention to sell or otherwise dispose of the
Shares or any part thereof at any time in the near future and (ii) they are
knowledgeable and experienced with respect to the financial, tax, and business
ownership of the Shares and are capable of evaluating the risks and merits of
purchasing the Shares and can bear the economic risk of an investment in the
Shares for an indefinite period of time and can suffer the complete loss
thereof.
5. The Giordanos agree that they 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 26th day of October, 2005.
By: /s/ Xxxxxx X. Xxxxxxxx
________________________
Xxxxxx X. Xxxxxxxx
By: /s/ Xxxxx X. Xxxxxxxx
________________________
Xxxxx X. Xxxxxxxx
Xxxxxxxx Investment Trust
By: /s/ Xxxxxx X. Xxxxxxxx
________________________
Xxxxxx X. Xxxxxxxx
President
SUBSCRIPTION AGREEMENT
THIS AGREEMENT by and between Xxxxxx Xxxxxxxx ("Xxxxxxxx"), a citizen and
resident of the State of Maryland, and the Xxxxxxxx Investment Trust ("Trust"),
a statutory 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 Xxxxxxxx and Xxxxxxxx hereby subscribes to
purchase 7,500 shares ("Shares") of beneficial interest of the Xxxxxxxx Fund, a
series of the Trust, with a par value of $0.001 per Share, at a price of ten
dollars ($10.00) per each Share.
2. Xxxxxxxx agrees to pay $75,000 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. Xxxxxxxx acknowledges that the Shares to be purchased hereunder have not
been 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.
Xxxxxxxx also understands that any resale of the Shares, or any part thereof,
may be subject to restrictions under the federal securities laws, and that
Xxxxxxxx may be required to bear the economic risk of any investment in the
Shares for an indefinite period of time.
4. Xxxxxxxx represents and warrants that (i) 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 thereof, 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 and (ii) he is knowledgeable and
experienced with respect to the financial, tax, and business ownership of the
Shares and is capable of evaluating the risks and merits of purchasing the
Shares and can bear the economic risk of an investment in the Shares for an
indefinite period of time and can suffer the complete loss thereof.
5. Xxxxxxxx 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 26th day of October, 2005.
By: /s/ Xxxxxx Xxxxxxxx
________________________
Xxxxxx Xxxxxxxx
Xxxxxxxx Investment Trust
By: /s/ Xxxxxx X. Xxxxxxxx
________________________
Xxxxxx X. Xxxxxxxx
President
