EXHIBIT A
▇▇▇▇▇▇ ▇▇▇▇▇▇ BUSINESS TRUST
SUBSCRIPTION AGREEMENT
for
Shares of Beneficial Interest
Amount of
Subscription
(US$)
MCBT Opportunistic EAFE Fund -------------
MCBT Global Emerging Markets Fund -------------
MCBT Japan Small Companies Fund -------------
MCBT Asia Pacific Fund -------------
MCBT EMEA Fund -------------
Total Amount Subscribed $____________
SUBSCRIBER INFORMATION
Name of Subscriber:
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(hereinafter "SUBSCRIBER")
Name for Registration
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(if different from above)
Person Signing (if different):
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Capacity (if applicable):
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Address:
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(Number and Street)
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(City) (State) (Zip Code)
Telephone:
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Fax:
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BANK INFORMATION
Bank Name:
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ABA Number:
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Address:
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(Number and Street)
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(City) (State) (Zip Code)
Telephone:
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Fax:
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Account Name:
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Account Number:
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SUBSCRIBER hereby agrees as follows:
1. SUBSCRIBER hereby subscribes for shares of beneficial interest in the
one or more series (each a "Fund") of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Business Trust (the
"Trust") indicated above and in the dollar amount(s) set forth above.
Upon completion of this Subscription Agreement, SUBSCRIBER should send
this agreement by telecopy and courier to:
▇▇▇▇▇▇ ▇▇▇▇▇▇ Business Trust
c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
ATTENTION: ▇▇▇▇▇▇▇ ▇▇▇▇
TELECOPY: 011-44-131-479-4747
After the Trust has reviewed the completed Subscription Agreement,
SUBSCRIBER will receive telephonic notice of the acceptance or
non-acceptance of the subscription. If the subscription is accepted by
the Trust, SUBSCRIBER agrees to wire immediately available funds in the
amounts indicated on the cover of this Subscription Agreement to:
State Street Bank and Trust Company
Boston, Massachusetts
ABA # ▇▇▇▇▇▇▇▇▇
BNF = AC-42306662 "Mutual Fund F/B/O
▇▇▇▇▇▇ ▇▇▇▇▇▇ Business Trust"
OBI = "NAME OF FUND"
Shareholder Name
2. SUBSCRIBER agrees that, unless the Trust is otherwise specifically
notified, this subscription will be treated as a subscription for
shares of beneficial interest in the indicated Funds (the "Shares") to
become effective as of the first day of the month following the
satisfaction of all of the conditions specified in Section 3 of this
Subscription Agreement unless otherwise agreed by the Trust. Any funds
received by the Trust before such date will be held for investment on
such first day of the month.
3. SUBSCRIBER understands and agrees that this subscription for the Shares
is ineffective and that SUBSCRIBER will not become a shareholder of the
Trust until (i) SUBSCRIBER completes all applicable information
requested in this Subscription
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Agreement, (ii) SUBSCRIBER executes this Subscription Agreement and
delivers it to the Trust, (iii) the Subscription Agreement is accepted
by or on behalf of the Trust, which acceptance may be withheld in the
Trust's sole discretion, and (iv) the Trust can and has confirmed that
the subscription amount has been received in the account listed in
Section 1 above.
4. SUBSCRIBER represents and warrants to the Trust that SUBSCRIBER has
received a copy of the Private Placement Memorandum dated June __,
1999 (the "Placement Memorandum") relating to the offer for sale by the
Trust of the Shares and has had an opportunity to request a Statement
of Additional Information dated as of June __, 1999 (the "SAI"),
and has reviewed the Placement Memorandum carefully prior to executing
this Subscription Agreement. SUBSCRIBER acknowledges that SUBSCRIBER
had the opportunity to ask questions of, and receive answers from,
representatives of the Trust concerning terms and conditions of the
Offering and to obtain any additional information necessary to verify
the accuracy of the information contained in the Placement Memorandum
or the SAI. SUBSCRIBER further acknowledges that no person is
authorized to give any information or to make any representation which
is contrary to the information contained in the Placement Memorandum or
the SAI and that, if given or made, any such contrary information or
representation may not be relied upon as having been authorized.
5. SUBSCRIBER understands and agrees that an entry expense may be
applicable to this subscription for the Shares according to the terms
described in the Placement Memorandum, and that some of the funds paid
under this Agreement may be applied to such entry expense.
6. SUBSCRIBER hereby elects:
/ / To reinvest all distributions of income and realized capital
gains from a Fund in additional shares of that Fund OR
/ / To receive all distributions of income and realized capital
gains from a Fund as cash when declared OR
/ / To reinvest all realized capital gains from a Fund in
additional shares of the Fund and to receive all distributions
of income as cash.
SUBSCRIBER understands and agrees that, unless otherwise indicated
above, SUBSCRIBER will be deemed to have elected to reinvest all
distributions of income and capital gains.
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7. SUBSCRIBER understands and acknowledges that, in selling the Shares to
SUBSCRIBER, the Trust is relying on the representations made and
information supplied in this Subscription Agreement to determine that
the sale of the Shares to SUBSCRIBER complies with (or meets the
requirements of any applicable exemption from) the Securities Act of
1933, as amended (the "1933 Act"), and applicable state securities
laws.
8. SUBSCRIBER represents that it is acquiring the Shares subscribed for by
this Subscription Agreement for its own account for investment only and
not with a view to any resale or distribution.
9. SUBSCRIBER represents that it (either alone or together with its
purchaser representative, whose identity has been disclosed to the
Trust, if any) has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks of
the investment represented by the Trust and that SUBSCRIBER is able to
bear the economic risk of this investment including the risk of loss of
the investment.
10. SUBSCRIBER understands that the Trust will offer the Shares only to
investors which qualify as "accredited investors" as defined in
Regulation D under the 1933 Act. SUBSCRIBER represents that it
qualifies as an "accredited investor" because SUBSCRIBER is described
in the paragraph or paragraphs indicated below: (CHECK ONE OR MORE).
/ / A natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income
with his or her spouse in excess of $300,000 in each of those
years and has a reasonable expectation of reaching the same
income level in the current year.
/ / A natural person whose individual net worth, or joint net
worth with his or her spouse, exceeds $1,000,000 at the time
of purchase of the Shares.
/ / A trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the Shares offered,
whose purchase is directed by a sophisticated person as
described in Rule 506(b)(2)(ii) of Regulation D of the 1933
Act.
/ / An organization described in Section 501(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business
trust, or partnership, not formed for the specific purpose of
acquiring the Shares offered, with total assets in excess of
$5,000,000.
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/ / A private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940, as amended.
/ / A bank as defined in Section 3(a)(2) of the 1933 Act, or
savings and loan association or other institution as defined
in Section 3(a)(5)(A) of the 1933 Act, whether acting in its
individual or fiduciary capacity; a broker or dealer
registered pursuant to Section 15 of the Securities Exchange
Act of 1934; an insurance company as defined in Section 2(13)
of the 1933 Act; an investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"),
or a business development company as defined in Section
2(a)(48) of the 1940 Act; a Small Business Investment Company
licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment Act of
1958; an employee benefit plan within the meaning of Title I
of the Employee Retirement Income Security Act of 1974, if the
investment decision is made by a plan fiduciary, as defined in
Section 3(21) of such Act, which is either a bank, savings and
loan association, insurance company, or registered investment
adviser, or if the employee benefit plan has total assets in
excess of $5,000,000 or, if a self-directed plan, with
investment decisions made solely by persons that are
accredited investors.
/ / A Trustee or Executive Officer of the Trust whose purchase
exceeds $1,000,000.
/ / An entity in which all of the equity owners are accredited
investors as defined above.
11. SUBSCRIBER represents that it is a resident of (or, if SUBSCRIBER is an
entity, its principal offices are located in) __________________.
(U.S. State)
12. SUBSCRIBER agrees to promptly notify the Trust of any development that
causes any of the representations made or information supplied in this
Subscription Agreement to be untrue at any time.
13. SUBSCRIBER understands that the Shares are not publicly traded and that
there will be no public market for the Shares upon completion of the
Offering.
14. SUBSCRIBER understands and agrees that the Shares are being sold in a
transaction which is exempt from the registration requirements of the
1933 Act and, in certain cases, of state securities laws, and that such
interests will be subject to transfer restrictions under the 1933 Act
and applicable state securities laws and, except to
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the extent that redemption is permitted as described in the Placement
Memorandum and the SAI, must be held indefinitely unless subsequently
registered under the 1933 Act and applicable state securities laws or
an exemption from such registration is available. The undersigned
further understands and agrees that the Trust is under no obligation to
register such Shares and that any exemptions are extremely limited.
15. SUBSCRIBER agrees to transfer all or any part of its Shares only in
compliance with all applicable conditions and restrictions contained in
this Subscription Agreement, the Placement Memorandum, the SAI, the
1933 Act and any applicable state securities laws.
16. SUBSCRIBER hereby agrees to be bound by all terms and conditions of
this Subscription Agreement.
17. This Subscription Agreement shall be governed by and construed under
the laws of The Commonwealth of Massachusetts and is intended to take
effect as an instrument under seal and shall be binding on SUBSCRIBER
in accordance with its terms.
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18. Please sign this Subscription Agreement exactly as you wish your Shares
to be registered. (The information supplied by you below should conform
to that given on the cover page).
Dated: , Name of SUBSCRIBER:
----------- ------ --------------------
By:
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Name of Person Signing if different
from SUBSCRIBER:
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(please print)
Capacity:
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(please print)
Accepted:
▇▇▇▇▇▇ ▇▇▇▇▇▇ BUSINESS TRUST
By:
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Name:
Title:
A copy of the Agreement and Declaration of Trust establishing the Trust is
on file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this Agreement is executed on behalf of the Trust by
officers of the Trust as officers and not individually and that the obligations
of or arising out of this Agreement are not binding upon any of the trustees,
officers or shareholders of any Fund individually but are binding only upon the
assets and property belonging to the Funds.
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Part B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Item 10. COVER PAGE
See the Cover Page of the Statement of Additional Information attached as
Appendix B to this Part B of the Registration Statement (the "Statement of
Additional Information").
Item 11. TABLE OF CONTENTS
See the Table of Contents of the Statement of Additional Information.
Item 12. GENERAL INFORMATION AND HISTORY
Not applicable.
Item 13. INVESTMENT OBJECTIVES AND POLICIES
See the section entitled "Investment Objectives, Policies and
Restrictions" in the Statement of Additional Information.
Item 14. MANAGEMENT OF THE FUND
See the section entitled "Management of the Trust" in the Statement of
Additional Information.
Item 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
See the section entitled "Management of the Trust" in the Statement of
Additional Information.
Item 16. INVESTMENT ADVISORY AND OTHER SERVICES
See the section entitled "Investment Advisory and Other Services" and
"Distribution and Servicing Plans" in the Statement of Additional
Information.
Item 17. BROKERAGE ALLOCATION
See the section entitled "Portfolio Transactions and Brokerage" in the
Statement of Additional Information.
Item 18. CAPITAL STOCK AND OTHER SECURITIES
See the Cover Page of the Private Placement Memorandum and the sections
entitled "Description of the Trust"; "Redemptions" and "Income Dividends,
Capital Gain Distributions and Tax Status" in the Statement of Additional
Information.
Item 19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED
See the sections entitled "How to Buy Shares" "Redemptions" and "Net Asset
Value and Offering Price" in the Statement of Additional Information.
Item 20. TAX STATUS
See the section entitled "Income Dividends, Capital Gain Distributions and
Tax Status" in the Statement of Additional Information.
Item 21. UNDERWRITERS
Not applicable.
Item 22. CALCULATION OF PERFORMANCE DATA
Not applicable.
Item 23. FINANCIAL STATEMENTS
See the section entitled "Financial Statements" in the Statement of
Additional Information.
