INVESTMENT LETTER
XXXXXXXX INCOME FUND, INC.
Xxxxxxxx Income Fund, Inc. (the "Fund"), an open-end diversified management
investment company, and the undersigned ("Purchaser"), intending to be legally
bound, hereby agree as follows:
1. The Fund hereby sells to Purchaser and Purchaser purchases 1 Class C
share (the "Share") of Capital Stock (par value $1.00) of the Fund at a
price equivalent to the net asset value of one Class D share of the
Fund as of the close of business on May 27, 1999. The Fund hereby
acknowledges receipt from Purchaser of funds in such amount in full
payment for the Share.
2. Purchaser represents and warrants to the Fund that the Share is 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
Share.
IN WITNESS WHEREOF, the parties have executed this agreement as of the 28th day
of May, 1999 ("Purchase Date").
XXXXXXXX INCOME FUND, INC.
By:
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Name: Xxxxxxxx X. Xxxxx
Title: Vice President
J & X. XXXXXXXX & CO. INCORPORATED
By:
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Name: Xxxxx X. Xxxx
Title: President