ORIGINAL SHAREHOLDER PURCHASE AGREEMENT

Exhibit 99(l)

ORIGINAL SHAREHOLDER PURCHASE AGREEMENT

The Xxxxx Institutional Funds (the “Fund”), a trust organized under the laws of Massachusetts, with respect to the Technology and Core Fixed-Income Funds (each a “Portfolio” and together the “Portfolios”), and Xxxx Xxxxx Management, Inc. (“FAM”) hereby agree as follows:

1.             The Fund offers FAM and FAM hereby purchases one share of beneficial interest in each of the Portfolios, having a par value of $.001 per share, at a price of $10.00 per share (the “Initial Shares”). FAM hereby acknowledges receipt of the certificates representing the Initial Shares, and the Fund hereby acknowledges receipt from FAM of $20.00 in full payment for the Initial Shares.

2.             FAM represents and warrants to the Fund that the Initial Shares are being acquired for investment purposes and not for the purpose of distribution.

3.             FAM agrees that if any holder of an Initial Share of a Portfolio redeems it before one year after the date upon which that Portfolio commences its investment activities, the redemption proceeds will be reduced by the amount of unamortized organizational and offering expenses with respect to the relevant Portfolio. The parties hereby acknowledge that any shares acquired by FAM other than the Initial Shares have not been acquired to fulfill the requirements of Section 14 of the Investment Company Act of 1940, as amended, and, if redeemed, their redemption proceeds will not be subject to reduction based on the unamortized organizational and offering expenses of the relevant Portfolio.

4.             The Fund and FAM agree that the obligations of the Fund under this Agreement will not be binding upon any of the Directors, shareholders, nominees, officers, employees or agents, whether past, present or future, of the Fund, individually, but are binding only upon the assets and property of the Fund, as provided in the Declaration of Trust of the Fund. The execution and delivery of this Agreement have been authorized by the Directors of the Fund, and signed by an authorized officer of the Fund, acting as such, and neither the authorization by the Directors nor the execution and delivery by the officer will be deemed to have been made by any of them individually or to impose any liability on any of them personally, but will bind only the property of the Fund as provided in the Declaration of Trust of the Fund. No series of the Fund, including the Portfolios, will be liable for any claims against any other series.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 5th day of December 2005.

			THE XXXXX INSTITUTIONAL FUNDS
			By:	/s/ Xxxxxxxxx X. Xxxx
			Name: Xxxxxxxxx X. Xxxx
			Title: Treasurer
	ATTEST:	Xxxxxx Xxxxxxx
			XXXX XXXXX MANAGEMENT, INC.
			By:	/s/ Xxxxxxxxx X. Xxxx
			Name: Xxxxxxxxx X. Xxxx
			Title: Chief Financial Officer
	ATTEST:	Xxxxxx Xxxxxxx