INVESTMENT LETTER
▇▇▇▇▇▇▇▇ PORTFOLIOS, INC.
▇▇▇▇▇▇▇▇ Portfolios, Inc. (the "Fund"), an open-end diversified management
investment company, and ▇▇▇▇▇▇▇▇ Advisors, Inc. (the "Purchaser"), intending to
be legally bound, hereby agree to the following:
1. The Fund hereby sells to Purchaser and Purchaser purchases one Class 2
share of Capital Stock (par value $.001) of each of the following
Portfolios (each a "Portfolio") of the Fund at a price equivalent to the
net asset value of one Class 1 share of each Portfolio as of the close of
business on April __, 2000 (the "Purchase Date"): ▇▇▇▇▇▇▇▇ Bond Portfolio,
▇▇▇▇▇▇▇▇ Capital Portfolio, ▇▇▇▇▇▇▇▇ Cash Management Portfolio, ▇▇▇▇▇▇▇▇
Common Stock Portfolio, ▇▇▇▇▇▇▇▇ Communications and Information Portfolio,
▇▇▇▇▇▇▇▇ Frontier Portfolio, ▇▇▇▇▇▇▇▇ Global Growth Portfolio, ▇▇▇▇▇▇▇▇
Global Smaller Companies Portfolio, ▇▇▇▇▇▇▇▇ Global Technology Portfolio,
▇▇▇▇▇▇▇▇ International Growth Portfolio, ▇▇▇▇▇▇▇▇ High-Yield Bond
Portfolio, ▇▇▇▇▇▇▇▇ Income Portfolio, ▇▇▇▇▇▇▇▇ Large-Cap Growth Portfolio,
▇▇▇▇▇▇▇▇ Large-Cap Value Portfolio and ▇▇▇▇▇▇▇▇ Small-Cap Value Portfolio
(collectively, the "Shares"). The Fund hereby acknowledges receipt from
Purchaser of funds in such amount 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 Purchase
Date.
▇▇▇▇▇▇▇▇ PORTFOLIOS, INC.
By:
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇▇ ADVISORS, INC.
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President