SUBSCRIPTION AGREEMENT
THIS AGREEMENT by and between ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
("Cunninghams"), as joint tenants with right of survivorship, citizens and
residents of the State of Oklahoma and the Merit Advisors Investment Trust II
("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 Cunninghams and the Cunninghams hereby
subscribe to purchase 5,000 shares ("Shares") of beneficial interest of the
Merit High Yield Fund II, a series of the Trust, with a par value of $0.001 per
Share, at a price of twenty dollars ($20.00) per each Share.
2. The Cunninghams agree to pay $100,000.00 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 Cunninghams 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 Cunninghams 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 Cunninghams may be required to bear the economic risk of any
investment in the Shares for an indefinite period of time.
4. The Cunninghams represent and warrant that 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.
5. The Cunninghams 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 13th day of May, 2004.
By: /s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Merit Advisors Investment Trust II
By: /s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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President