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EXHIBIT 99.2P(2)
[XXXXXXXX ASSET MANAGEMENT, INC. LETTERHEAD]
May 23, 1997
The Xxxxxxxx Global Equity Fund
____________________
____________________
Ladies/Gentlemen:
Xxxxxxxx Asset Management, Inc. ("Xxxxxxxx") hereby offers to
purchase ____ shares of The Xxxxxxxx Global Equity Fund (the "Trust") (the "Seed
Capital Shares"). This letter will confirm that Xxxxxxxx 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.
Xxxxxxxx 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,
