Exhibit 12
[Form of Purchase Agreement]
Xxxxxxx Mutual Fund Group, Inc. (the "Corporation"), a Maryland
corporation, and X.X. Xxxxxx Fund Distributors, Inc. ("JFD"), an indirect
wholly-owned subsidiary of the BISYS Group, Inc., a Delaware corporation, hereby
agree as follows:
1. The Corporation hereby offers JFD and JFD hereby purchases one
share of each of the (i) Class A, (ii) Class B and (iii) Class C shares of each
of the Corporation's Mid Cap Value Fund and Small Cap Growth Fund (collectively,
the "Shares") for $10 per Share. The Corporation hereby acknowledges receipt
from JFD of funds in full payment for the foregoing Shares.
2. JFD represents and warrants to the Corporation that the foregoing
Shares are being acquired for investment purposes and not with a view to the
distribution thereof.
IN AGREEMENT WHEREOF, and intending to be legally bound hereby, the
parties hereto have executed this Purchase Agreement as of April __, 2001.
XXXXXXX MUTUAL FUND GROUP, INC.
By:
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Name:
Title:
X.X. XXXXXX FUND DISTRIBUTORS, INC.
By:
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Name:
Title:
