AGREEMENT RELATING TO INITIAL CAPITAL
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May 6, 1998
ATALANTA/SOSNOFF INVESTMENT TRUST
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Dear Sir/Madam:
In conjunction with the purchase by Atalanta/Sosnoff Capital Corporation
(Delaware) (the "Purchaser") of 10,000 shares of beneficial interest of the
Atalanta/Sosnoff 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 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 Atalanta/Sosnoff 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,
ATALANTA/SOSNOFF CAPITAL CORPORATION (DELAWARE)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Executive Vice President
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