INVESTMENT LETTER
XXXXXXXX TAX-AWARE FUND, INC.
Xxxxxxxx Tax-Aware 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. In order to provide the Fund with its initial capital, the Fund hereby
sells to Purchaser and Purchaser purchases 9,806 shares of Class A
Capital Stock (par value $.001) and 1,400 shares each of Class B, Class
C and Class D Capital Stock (par value $.001) of the Fund, at a price
of $7.14 per share (the "Shares") as of the close of business on March
20, 2001. The Fund hereby acknowledges receipt from Purchaser of funds
in the amount of $100,002.84 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 20th day
of March, 2001 ("Purchase Date").
XXXXXXXX TAX-AWARE FUND, INC.
By: /s/Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
Title: Vice President and Treasurer
XXXXXXXX ADVISORS, INC.
By: /s/Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: President
