PURCHASE AGREEMENT
XXXXXXXX MUTUAL BENEFIT PORTFOLIOS, INC.
Xxxxxxxx Mutual Benefit Portfolios, Inc. (the "Fund"), an open-end
diversified management investment company consisting of five Portfolios, the
Xxxxxxxx Cash Management Portfolio, the Xxxxxxxx Capital Portfolio, the Xxxxxxxx
Common Stock Portfolio, the Xxxxxxxx Fixed Income Portfolio and the Xxxxxxxx
Income Portfolio, and J. & X. Xxxxxxxx & Co. Incorporated ("Purchaser"),
intending to be legally bound, hereby agree as follows:
1. In order to provide each Portfolio of the Fund with its initial
capital, the Fund hereby sells to Purchaser and Purchaser purchases 20,000
shares (the "Shares") of beneficial interest (par value $.001) of the Xxxxxxxx
Cash Management Portfolio at a price of $1.00 per Share, and 2,000 Shares of
each of the Xxxxxxxx Capital Portfolio, the Xxxxxxxx Common Stock Portfolio, the
Xxxxxxxx Fixed Income Portfolio and the Xxxxxxxx Income Portfolio at $10.00 per
Share. The Fund hereby acknowledges receipt from Purchaser of funds in the
aggregate amount of $100,000 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 any of the Shares.
IN WITNESS WHEREOF, the parties have executed agreement as of the
day of , 1988.
XXXXXXXX MUTUAL BENEFIT PORTFOLIOS, INC.
By:
-----------------------------------
Name:
Title:
J. & X. XXXXXXXX & CO. INCORPORATED
By:
-----------------------------------
Name:
Title:
