SHARE SUBSCRIPTION AGREEMENT
THIS AGREEMENT is by and between Holland Capital Management, L.P.
("Investment Manager") and The ▇▇▇ ▇▇▇▇▇▇▇ Trust (the "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 the Investment Manager and the
Investment Manager hereby subscribes to purchase 10,000 shares (the "Shares")
of the Growth Fund Series of the Trust's shares of beneficial interest, with a
par value of $.01 per share, at a price of ten dollars ($10.00) per Share.
2. The Investment Manager agrees to pay $100,000 for 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.
3. The Investment Manager acknowledges that the Shares have not been,
and will not be, registered under any state or federal securities laws and
that, therefore, the Trust is relying on certain exemptions therein from such
registration requirements, including exemptions dependent on the intent of the
undersigned in acquiring the Shares. The Investment Manager also understands
that any resale of the Shares, or any part thereof, may be subject to
restrictions under state and federal securities laws, and that the Investment
Manager may be required to bear the economic risk of any investment in the
Shares for an indefinite period of time.
4. The Investment Manager represents and warrants that it 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 it has no present plan or intention to sell or otherwise
dispose of the Shares or any part thereof.
5. The Investment Manager agrees that it will not sell or dispose of
the Shares or any part thereof unless the Registration Statement with respect
to such Shares is then in effect under the Securities Act of 1933 and under
any applicable state securities laws.
6. The Investment Manager further agrees to withdraw any request to
redeem any of the Shares to the extent the Trust informs the undersigned that
the effect of such redemption could be to reduce the net worth of the Trust
below $50,000.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
by their duly authorized representatives this 1st day of April , 1996.
HCM INVESTMENTS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President, Treasurer & Director
THE ▇▇▇ ▇▇▇▇▇▇▇ TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President & Chairman of the Board