(..continued)
KL2:190040.1
FORM OF INVESTMENT LETTER
[____________ LETTERHEAD]
_________, 1997
Renaissance Capital Greenwich Funds
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Ladies/Gentlemen:
______________________ ("___") hereby offers to purchase
______ shares The IPO Plus Aftermarket Fund (the "Seed Capital Shares"). This
letter will confirm that ____ is purchasing the Seed Capital Shares for its own
account for investment purposes only and not with a view to reselling or
otherwise distributing such shares.
____ agrees and hereby undertakes that, in the event any of
the Seed Capital Shares are redeemed during the period of amortization of the
Fund's organizational expenses, the redemption proceeds will be reduced by any
unamortized organizational expenses in the same proportion as the number of Seed
Capital Shares being redeemed bears to the number of Seed Capital Shares
outstanding at the time of redemption.
Sincerely,