AGREEMENT RELATING TO INITIAL CAPITAL
_________, 1997
XXXX FAMILY OF FUNDS
0000 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
Dear Sir/Madam:
In conjunction with the purchase by _______________________, (the
"Purchaser") of ______ shares of beneficial interest of the Large Cap Value
Fund, _____ shares of beneficial interest of the Small Cap Value Fund and _____
Shares of beneficial interest of the Balanced Fund of the Xxxx Family of Funds
(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 Large Cap Value Fund, the Small Cap
Value Fund or the Balanced 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,
By: ____________________________
Its:
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