AGREEMENT RELATING TO INITIAL CAPITAL
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____________, 1998
ATALANTA/SOSNOFF INVESTMENT TRUST
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sir/Madam:
In conjunction with the purchase by __________________________ (the
"Purchaser") of 10,000 shares of beneficial interest of the Atalanta/Sosnoff
Concentrated Growth Fund of the Atalanta/Sosnoff Investment Trust (the
"Shares"), the Purchaser hereby represents that it is acquiring the Shares for
investment with no intention of reselling or otherwise distributing the Shares.
The Purchaser hereby further agrees that any transfer of any of the Shares or
any interest therein shall be subject to the following conditions:
1. The Purchaser shall furnish you and counsel satisfactory to
you prior to the time of transfer, a written description of
the proposed transfer specifying its nature and consequence
and giving the name of the proposed transferee.
2. You shall have obtained from your counsel a written opinion
stating whether in the opinion of such counsel the proposed
transfer may be effected without registration under the
Securities Act of 1933. If such opinion states that such
transfer may be so effected, the Purchaser shall then be
entitled to transfer the Shares in accordance with the terms
specified in its description of the transaction to you. If
such opinion statesthat the proposed transfer may not be so
effected,the Purchaserwill not be entitled to transfer the
Shares unless the Shares are registered.
The Purchaser hereby authorizes you to take such action as you shall
reasonably deem appropriate to prevent any violation of the Securities Act of
1933 in connection with the transfer of the Shares, including the imposition of
a requirement that any transferee of the Shares sign a letter agreement similar
to this one. The Purchaser agrees that in the event the Shares are redeemed by
the Purchaser or its successors or any current holder prior to the complete
amortization of organization expenses by the Atalanta/Sosnoff Concentrated
Growth Fund, the redemption proceeds payable in respect of the Shares so
redeemed shall be reduced by the pro-rata share (based on the proportionate
share of the Shares redeemed to the total number of the Shares outstanding at
the time of redemption) of the then unamortized deferred organization expenses
as of the date of such redemption.
Very truly yours,
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By:
Its:
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