SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT is entered into as of the 16th day of
April, 2003, between Balanced Partners Trust, a business trust organized and
existing under the laws of Delaware (the "Trust"), and BlackRock Funding Inc.
or one of its affiliates (the "Purchaser").
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. PURCHASE AND SALE OF THE SHARES
1.1 SALE AND ISSUANCE OF SHARES. Subject to the terms and conditions
of this Agreement, the Trustees agree to sell to the Purchaser, and the
Purchaser agrees to purchase from the Trustees 6,152 common shares of
beneficial interest, par value $0.001, representing undivided beneficial
interests in the Trust (the "Shares") at a price per Share of $19.10 for an
aggregate purchase price of $117,503.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER. The
Purchaser hereby represents and warrants to, and covenants for the benefit of,
the Trust that:
2.1 PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is made by the
Trustees with the Purchaser in reliance upon the Purchaser's representation to
the Trustees, which by the Purchaser's execution of this Agreement the
Purchaser hereby confirms, that the Shares are being acquired for investment
for the Purchaser's own account, and not as a nominee or agent and not with a
view to the resale or distribution by the Purchaser of any of the Shares, and
that the Purchaser has no present intention of selling, granting any
participation in, or otherwise distributing the Shares, in either case in
violation of any securities registration requirement under applicable law, but
subject nevertheless, to any requirement of law that the disposition of its
property shall at all times by within its control. By executing this
Agreement, the Purchaser further represents that the Purchaser does not have
any contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participation to such person or to any third per son, with
respect to any of the Shares.
2.2 INVESTMENT EXPERIENCE. The Purchaser acknowledges that it can
bear the economic risk of the investment for an indefinite period of time and
has such knowledge and experience in financial and business matters (and
particularly in the business in which the Trust operates) as to be capable of
evaluating the merits and risks of the investment in the Shares. The Purchaser
is an "accredited investor" as defined in Rule 501(a) of Regulation D under
the Securities Act of 1933 (the "1933 Act").
2.3 RESTRICTED SECURITIES. The Purchaser understands that the Shares
are characterized as "restricted securities" under the United States securi
ties laws inasmuch as they are being acquired from the Trustees in a
transaction not involving a public offering and that under such laws and
applicable regulations such Shares may be resold without registration under
the 1933 Act only in certain circumstances. In this connection, the Purchaser
represents that it understands the resale limitations imposed by the 1933 Act
and is generally familiar with the existing resale limitations imposed by Rule
144.
2.4 FURTHER LIMITATIONS ON DISPOSITION. The Purchaser further agrees
not to make any disposition directly or indirectly of all or any portion of
the Shares unless and until:
(a) There is then in effect a registration statement under the 1933
Act covering such proposed disposition and such disposition is made in
accordance with such registration statement; or
(b) The Purchaser shall have furnished the Trustees with an opinion
of counsel, reasonably satisfactory to the Trustees, that such disposition
will not require registration of such Shares under the 1933 Act.
(c) Notwithstanding the provisions of subsections (a) and (b) above,
no such registration statement or opinion of counsel shall be necessary for a
transfer by the Purchaser to any affiliate of the Purchaser, if the transferee
agrees in writing to be subject to the terms hereof to the same extent as if
it were the original Purchaser hereunder.
2.5 COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
PARTNERS BALANCED TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary
BLACKROCK FUNDING, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director