AGREEMENT RELATING TO INITIAL CAPITAL
December 23, 1997
KOBRICK-HFS INVESTMENT TRUST
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Dear Sir/Madam:
In conjunction with the purchase by Cendant Corporation (the "Purchaser")
of 10,000 shares of beneficial interest of the Kobrick-HFS Capital Fund and
10,000 shares of beneficial interest of the Kobrick-HFS Emerging Growth Fund of
the Kobrick-HFS 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
states that the proposed transfer may not be so effected, the
Purchaser will 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
Kobrick-HFS Capital Fund or the Kobrick-HFS Emerging 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,
Cendant Corporation
By: ___________________________
Title:_____________________
