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EXHIBIT 99.2P(1)
[GUINNESS FLIGHT INVESTMENT MANAGEMENT LIMITED LETTERHEAD]
May 23, 1997
The Xxxxxxxx Global Equity Fund
____________________
____________________
Ladies/Gentlemen:
Guinness Flight Investment Management Limited ("Guinness
Flight") hereby offers to purchase ____ shares of The Xxxxxxxx Global Equity
Fund (the "Trust") (the "Seed Capital Shares"). This letter will confirm that
Guinness Flight 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.
Guinness Flight agrees and hereby undertakes that, in the
event any of the Seed Capital Shares are sold or redeemed during the period of
amortization of the Trust's organizational expenses, the proceeds of sale or
redemption 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,
