INVESTMENT LETTER
XXXXXXXX PORTFOLIOS, INC.
Xxxxxxxx Portfolios, Inc. (the "Fund"), an open-end diversified management
investment company, and Xxxxxxxx Advisors, Inc. (the "Purchaser"), intending to
be legally bound, hereby agree to the following:
1. The Fund hereby sells to Purchaser and Purchaser purchases one Class 2
share of Capital Stock (par value $.001) of each of the following
Portfolios (each a "Portfolio") of the Fund at a price equivalent to the
net asset value of one Class 1 share of each Portfolio as of the close of
business on April __, 2000 (the "Purchase Date"): Xxxxxxxx Bond Portfolio,
Xxxxxxxx Capital Portfolio, Xxxxxxxx Cash Management Portfolio, Xxxxxxxx
Common Stock Portfolio, Xxxxxxxx Communications and Information Portfolio,
Xxxxxxxx Frontier Portfolio, Xxxxxxxx Global Growth Portfolio, Xxxxxxxx
Global Smaller Companies Portfolio, Xxxxxxxx Global Technology Portfolio,
Xxxxxxxx International Growth Portfolio, Xxxxxxxx High-Yield Bond
Portfolio, Xxxxxxxx Income Portfolio, Xxxxxxxx Large-Cap Growth Portfolio,
Xxxxxxxx Large-Cap Value Portfolio and Xxxxxxxx Small-Cap Value Portfolio
(collectively, the "Shares"). The Fund hereby acknowledges receipt from
Purchaser of funds in such amount in full payment for the Shares.
2. Purchaser represents and warrants to the Fund that the Shares are being
acquired for investment and not with a view to distribution thereof, and
that Purchaser has no present intention to redeem or dispose of the Shares.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Purchase
Date.
XXXXXXXX PORTFOLIOS, INC.
By:
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Name: Xxxxxxxx X. Xxxxx
Title: Vice President
XXXXXXXX ADVISORS, INC.
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: President
