AGREEMENT RELATING TO INITIAL CAPITAL
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January 28, 1993
XXXXXXXX INVESTMENT TRUST
0000 Xxxx Xxxxx Xxxx
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
Dear Sir/Madam:
In conjunction with the purchase by Xxxxxxxx Investment Counsel, Inc. (the
"Purchaser") of 10,000 shares of beneficial interest of The RCM Fund of Xxxxxxxx
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.
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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 RCM 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,
XXXXXXXX INVESTMENT COUNSEL, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Its: President
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