1
Exhibit (l)
Initial Capital Agreement
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December 19, 1983
Investment Trust of Boston -
New York Tax Free Income Fund
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Gentlemen:
In connection with your sale to us today of 6,997.901 shares of
beneficial interest of Investment Trust of Boston - New York Tax Free Income
Fund (the "Shares"), we understand that: (i) the Shares have not been registered
under the Securities Act of 1933, as amended; (ii) your sale of the Shares to us
is in reliance on the sale's being exempt under Section 4(2) of that Act as not
involving any public offering; and (iii) in part, your reliance on such
exemption is predicated on our representation, which we hereby confirm, that we
are acquiring the Shares for investment for our own account as the sole
beneficial owner thereof, and not with a view to or in connection with any sale
or distribution of any or all of the Shares or any interest therein. We hereby
agree that we will not sell, assign or transfer the shares or any interest
therein except upon repurchase or redemption by Investment Trust of Boston - New
York Tax Free Income Fund unless and until the Shares have been registered under
the Securities Act of 1933, as amended, or you have received an opinion of your
counsel indicating to your satisfaction that such sale, assignment or transfer
will not violate the provisions of the Securities Act of 1933, as amended, or
any rules and regulations promulgated thereunder.
This letter is intended to take effect as an instrument under seal,
shall be construed under the laws of The Commonwealth of Massachusetts, and is
delivered at Boston, Massachusetts, as of the date above written.
Very truly yours,
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By /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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