INVESTMENT LETTER
XXXXXXXX GROWTH FUND, INC.
Xxxxxxxx Growth 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 GROWTH FUND, INC.
By:_______________________
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
X. & X. XXXXXXXX & CO. INCORPORATED
By:_______________________
Name: Xxxxx X. Xxxx
Title: President
