SUBSCRIPTION AGREEMENT
Xxxxxx Series Trust (the "Fund"), a Delaware statutory trust, and Xxxxxx
Capital Management Limited (the "Subscriber"), a limited liability company
incorporated in England and Wales, hereby agree as of December 17, 2014, as
follows:
1. In order to provide the Fund with the initial capital required
pursuant to Section 14 of the Investment Company Act of 1940, as
amended, the Subscriber is hereby purchasing from the Fund 10,000
Investor Class shares of beneficial interest of the Fund (the
"Shares"), at a purchase price of $10.00 per share, for a total
purchase price of $100,000. The Subscriber hereby acknowledges the
receipt of the Shares, and the Fund hereby acknowledges receipt from
the Subscriber of funds in the amount of $100,000 for the Fund in full
payment for the Shares. It is further agreed that no certificate for
the Shares will be issued by the Fund.
2. The Subscriber is aware that the Shares have not been registered
under the Securities Act of 1933, as amended (the "1933 Act"), on the
basis that the sale of such Shares will be exempt under Section 4(2)
of the 1933 Act as not involving any public offering. Reliance on such
exemption is predicated, in part, on the Subscriber's representation
and warranty to the Fund that the Shares are being acquired for the
Subscriber's own account for investment purposes and not with a view
to the distribution or redemption thereof, and that the Subscriber has
no present intention to dispose of the Shares. The Subscriber further
represents that it will not take any action that will subject the sale
of the Shares to the registration provisions of the 1933 Act.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have cause this Subscription Agreement
to be duly executed on the date first written above.
XXXXXX SERIES TRUST
By: /s/ Xxxxxx Xxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxx
Title: Vice President and Secretary
XXXXXX CAPITAL MANAGEMENT LIMITED
By: /s/ Xxxxxx Rentoul
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Name: Xxxxxx Rentoul
Title: Director
