XXXX XXXXXX FUNDS
Distribution Agreement
AGREEMENT made as of this 28th day of July, 1997 between each of the
open-end investment companies to which Xxxx Xxxxxx InterCapital Inc. acts as
investment manager, that are listed on Schedule A, as may be amended from
time to time (each, a "Fund" and collectively, the "Funds"), and Xxxx Xxxxxx
Distributors Inc., a Delaware corporation (the "Distributor").
W I T N E S S E T H:
Whereas, each Fund is registered as an open-end investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"), and it is in
the interest of each Fund to offer its shares for sale continuously, and
Whereas, each Fund and the Distributor wish to enter into an agreement
with each other with respect to the continuous offering of each Fund's
transferable shares, of $0.01 par value (the "Shares"), to commence on the
date listed above, in order to promote the growth of each Fund and facilitate
the distribution of its shares.
Now, Therefore, the parties agree as follows:
Section 1. Appointment of the Distributor.
(a) Each Fund hereby appoints the Distributor as the principal
underwriter and distributor of the Fund to sell Shares to the public on the
terms set forth in this Agreement and that Fund's prospectus and the
Distributor hereby accepts such appointment and agrees to act hereunder. Each
Fund, during the term of this Agreement, shall sell Shares to the Distributor
upon the terms and conditions set forth herein.
(b) The Distributor agrees to purchase Shares, as principal for its own
account, from each Fund and to sell Shares as principal to investors, and
securities dealers, including Xxxx Xxxxxx Xxxxxxxx Inc. ("DWR"), an affiliate
of the Distributor, upon the terms described herein and in that Fund's
prospectus (the "Prospectus") and statement of additional information
included in the Fund's registration statement (the "Registration Statement")
most recently filed from time to time with the Securities and Exchange
Commission (the "SEC") and effective under the Securities Act of 1933, as
amended (the "1933 Act"), and the 1940 Act or as the Prospectus may be
otherwise amended or supplemented and filed with the SEC pursuant to Rule 497
under the 1933 Act.
Section 2. Exclusive Nature of Duties. The Distributor shall be the
exclusive principal underwriter and distributor of each Fund, except that the
exclusive rights granted to the Distributor to sell the Shares shall not
apply to Shares issued by each Fund: (i) in connection with the merger or
consolidation of any other investment company or personal holding company
with the Fund or the acquisition by purchase or otherwise of all (or
substantially all) the assets or the outstanding shares of any such company
by the Fund; (ii) pursuant to reinvestment of dividends or capital gains
distributions; or (iii) pursuant to the reinstatement privilege afforded
redeeming shareholders.
Section 3. Purchase of Shares from each Fund. The Shares are offered
in four classes (each, a "Class"), as described in the Prospectus, as amended
or supplemented from time to time.
(a) The Distributor shall have the right to buy from each Fund the
Shares of the particular class needed, but not more than the Shares needed
(except for clerical errors in transmission), to fill unconditional orders
for Shares of the applicable class placed with the Distributor by investors
or securities dealers. The price which the Distributor shall pay for the
Shares so purchased from the Fund shall be the net asset value, determined as
set forth in the Prospectus, used in determining the public offering price on
which such orders were based.
(b) The Shares are to be resold by the Distributor at the public
offering price of Shares of the applicable class as set forth in the
Prospectus, to investors or to securities dealers, including DWR, who
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have entered into selected dealer agreements with the Distributor upon the
terms and conditions set forth in Section 7 hereof ("Selected Dealers").
(c) Each Fund shall have the right to suspend the sale of the Shares at
times when redemption is suspended pursuant to the conditions set forth in
Section 4(f) hereof. Each Fund shall also have the right to suspend the sale
of the Shares if trading on the New York Stock Exchange shall have been
suspended, if a banking moratorium shall have been declared by federal or New
York authorities, or if there shall have been some other extraordinary event
which, in the judgment of a Fund, makes it impracticable to sell its Shares.
(d) Each Fund, or any agent of a Fund designated in writing by the Fund,
shall be promptly advised of all purchase orders for Shares received by the
Distributor. Any order may be rejected by a Fund; provided, however, that a
Fund will not arbitrarily or without reasonable cause refuse to accept orders
for the purchase of Shares. The Distributor will confirm orders upon their
receipt, and each Fund (or its agent) upon receipt of payment therefor and
instructions will deliver share certificates for such Shares or a statement
confirming the issuance of Shares. Payment shall be made to the Fund in New
York Clearing House funds. The Distributor agrees to cause such payment and
such instructions to be delivered promptly to the Fund (or its agent).
(e) With respect to Shares sold by any Selected Dealer, the Distributor
is authorized to direct each Fund's transfer agent to receive instructions
directly from the Selected Dealer on behalf of the Distributor as to
registration of Shares in the names of investors and to confirm issuance of
the Shares to such investors. The Distributor is also authorized to instruct
the transfer agent to receive payment directly from the Selected Dealer on
behalf of the Distributor, for prompt transmittal to each Fund's custodian,
of the purchase price of the Shares. In such event the Distributor shall
obtain from the Selected Dealer and maintain a record of such registration
instructions and payments.
Section 4. Repurchase or Redemption of Shares.
(a) Any of the outstanding Shares of a Fund may be tendered for
redemption at any time, and each Fund agrees to redeem its Shares so tendered
in accordance with the applicable provisions set forth in its Prospectus. The
price to be paid to redeem the Shares shall be equal to the net asset value
determined as set forth in the Prospectus less any applicable contingent
deferred sales charge ("CDSC"). Upon any redemption of Shares the Fund shall
pay the total amount of the redemption price in New York Clearing House funds
in accordance with applicable provisions of the Prospectus.
(b) The redemption by a Fund of any of its Class A Shares purchased by
or through the Distributor will not affect the applicable front-end sales
charge secured by the Distributor or any Selected Dealer in the course of the
original sale, except that if any Class A Shares are tendered for redemption
within seven business days after the date of the confirmation of the original
purchase, the right to the applicable front-end sales charge shall be
forfeited by the Distributor and the Selected Dealer which sold such Shares.
(c) The proceeds of any redemption of Class A, Class B or Class C Shares
shall be paid by each Fund as follows: (i) any applicable CDSC shall be paid
to the Distributor or to the Selected Dealer, or, when applicable, pursuant
to the Rules of the Association of the National Association of Securities
Dealers, Inc. ("NASD"), retained by the Fund and (ii) the balance shall be
paid to the redeeming shareholders, in each case in accordance with
applicable provisions of its Prospectus in New York Clearing House funds. The
Distributor is authorized to direct a Fund to pay directly to the Selected
Dealer any CDSC payable by a Fund to the Distributor in respect of Class A,
Class B, or Class C Shares sold by the Selected Dealer to the redeeming
shareholders.
(d) The Distributor is authorized, as agent for the Fund, to repurchase
Shares, represented by a share certificate which is delivered to any office
of the Distributor in accordance with applicable provisions set forth in each
Fund's Prospectus. The Distributor shall promptly transmit to the transfer
agent of the Fund for redemption all Shares so delivered. The Distributor
shall be responsible for the accuracy of instructions transmitted to the
Fund's transfer agent in connection with all such repurchases.
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(e) The Distributor is authorized, as agent for each Fund, to repurchase
Shares held in a shareholder's account with a Fund for which no share
certificate has been issued, upon the telephonic request of the shareholders,
or at the discretion of the Distributor. The Distributor shall promptly
transmit to the transfer agent of the Fund, for redemption, all such orders
for repurchase of Shares. Payment for Shares repurchased may be made by a
Fund to the Distributor for the account of the shareholder. The Distributor
shall be responsible for the accuracy of instructions transmitted to the
Fund's transfer agent in connection with all such repurchases.
(f) Redemption of its Shares or payment by a Fund may be suspended at
times when the New York Stock Exchange is closed, when trading on said
Exchange is restricted, when an emergency exists as a result of which
disposal by a Fund of securities owned by it is not reasonably practicable or
it is not reasonably practicable for a Fund fairly to determine the value of
its net assets, or during any other period when the SEC, by order, so
permits.
(g) With respect to its Shares tendered for redemption or repurchase by
any Selected Dealer on behalf of its customers, the Distributor is authorized
to instruct the transfer agent of a Fund to accept orders for redemption or
repurchase directly from the Selected Dealer on behalf of the Distributor and
to instruct the Fund to transmit payments for such redemptions and
repurchases directly to the Selected Dealer on behalf of the Distributor for
the account of the shareholder. The Distributor shall obtain from the
Selected Dealer, and shall maintain, a record of such orders. The Distributor
is further authorized to obtain from the Fund, and shall maintain, a record
of payment made directly to the Selected Dealer on behalf of the Distributor.
Section 5. Duties of the Fund.
(a) Each Fund shall furnish to the Distributor copies of all
information, financial statements and other papers which the Distributor may
reasonably request for use in connection with the distribution of its Shares,
including one certified copy, upon request by the Distributor, of all
financial statements prepared by the Fund and examined by independent
accountants. Each Fund shall, at the expense of the Distributor, make
available to the Distributor such number of copies of its Prospectus as the
Distributor shall reasonably request.
(b) Each Fund shall take, from time to time, but subject to the
necessary approval of its shareholders, all necessary action to fix the
number of its authorized Shares and to register Shares under the 1933 Act, to
the end that there will be available for sale such number of Shares as
investors may reasonably be expected to purchase.
(c) Each Fund shall use its best efforts to pay the filing fees for an
appropriate number of its Shares to be sold under the securities laws of such
states as the Distributor and the Fund may approve. Any qualification to sell
its Shares in a state may be withheld, terminated or withdrawn by a Fund at
any time in its discretion. As provided in Section 8(c) hereof, such filing
fees shall be paid by the Fund. The Distributor shall furnish any information
and other material relating to its affairs and activities as may be required
by a Fund in connection with the sale of its Shares in any state.
(d) Each Fund shall, at the expense of the Distributor, furnish, in
reasonable quantities upon request by the Distributor, copies of its annual
and interim reports.
Section 6. Duties of the Distributor.
(a) The Distributor shall sell shares of each Fund through DWR and may
sell shares through other securities dealers and its own Account Executives,
and shall devote reasonable time and effort to promote sales of the Shares,
but shall not be obligated to sell any specific number of Shares. The
services of the Distributor hereunder are not exclusive and it is understood
that the Distributor may act as principal underwriter for other registered
investment companies, so long as the performance of its obligations hereunder
is not impaired thereby. It is also understood that Selected Dealers,
including DWR, may also sell shares for other registered investment companies.
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(b) Neither the Distributor nor any Selected Dealer shall give any
information or make any representations, other than those contained in the
Registration Statement or related Prospectus and any sales literature
specifically approved by the appropriate Fund.
(c) The Distributor agrees that it will at all times comply with the
applicable terms and limitations of the Rules of the Association of the NASD.
Section 7. Selected Dealers Agreements.
(a) The Distributor shall have the right to enter into selected dealer
agreements with Selected Dealers for the sale of Shares. In making agreements
with Selected Dealers, the Distributor shall act only as principal and not as
agent for a Fund. Shares sold to Selected Dealers shall be for resale by such
dealers only at the public offering price set forth in the Prospectus. With
respect to Class A Shares, in such agreement the Distributor shall have the
right to fix the portion of the applicable front-end sales charge which may
be allocated to the Selected Dealers.
(b) Within the United States, the Distributor shall offer and sell
Shares only to Selected Dealers that are members in good standing of the
NASD.
(c) The Distributor shall adopt and follow procedures, as approved by
each Fund, for the confirmation of sales of its Shares to investors and
Selected Dealers, the collection of amounts payable by investors and Selected
Dealers on such sales, and the cancellation of unsettled transactions, as may
be necessary to comply with the requirements of the NASD, as such
requirements may from time to time exist.
Section 8. Payment of Expenses.
(a) Each Fund shall bear all costs and expenses of the Fund, including
fees and disbursements of legal counsel including counsel to the
Directors/Trustees of each Fund who are not interested persons (as defined in
the 0000 Xxx) of the Fund or the Distributor, and independent accountants, in
connection with the preparation and filing of any required Registration
Statements and Prospectuses and all amendments and supplements thereto, and
the expense of preparing, printing, mailing and otherwise distributing
prospectuses and statements of additional information, annual or interim
reports or proxy materials to shareholders.
(b) The Distributor shall bear all expenses incurred by it in connection
with its duties and activities under this Agreement including the payment to
Selected Dealers of any sales commissions, service fees and other expenses
for sales of a Fund's Shares (except such expenses as are specifically
undertaken herein by a Fund) incurred or paid by Selected Dealers, including
DWR. The Distributor shall bear the costs and expenses of preparing, printing
and distributing any supplementary sales literature used by the Distributor
or furnished by it for use by Selected Dealers in connection with the
offering of the Shares for sale. Any expenses of advertising incurred in
connection with such offering will also be the obligation of the Distributor.
It is understood and agreed that, so long as a Fund's Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1 Plan") continues in
effect, any expenses incurred by the Distributor hereunder may be paid in
accordance with the terms of such Rule 12b-1 Plan.
(c) Each Fund shall pay the filing fees, and, if necessary or advisable
in connection therewith, bear the cost and expense of qualifying each Fund as
a broker or dealer, in such states of the United States or other
jurisdictions as shall be selected by the Fund and the Distributor pursuant
to Section 5(c) hereof and the cost and expenses payable to each such state
for continuing to offer Shares therein until the Fund decides to discontinue
selling Shares pursuant to Section 5(c) hereof.
Section 9. Indemnification.
(a) Each Fund shall indemnify and hold harmless the Distributor and each
person, if any, who controls the Distributor against any loss, liability,
claim, damage or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, claim, damage or expense and
reasonable counsel fees incurred in connection therewith) arising by reason
of any person acquiring any Shares, which may be based upon the 1933 Act, or
on any other statute or at common law, on the ground that the Registration
Statement or related Prospectus and Statement of Additional Information, as
from time to time amended
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and supplemented, or the annual or interim reports to shareholders of a Fund,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary in order to make the
statements therein not misleading, unless such statement or omission was made
in reliance upon, and in conformity with, information furnished to the Fund in
connection therewith by or on behalf of the Distributor; provided, however,
that in no case (i) is the indemnity of a Fund in favor of the Distributor and
any such controlling persons to be deemed to protect the Distributor or any
such controlling persons thereof against any liability to a Fund or its
security holders to which the Distributor or any such controlling persons
would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of reckless
disregard of its obligations and duties under this Agreement; or (ii) is a
Fund to be liable under its indemnity agreement contained in this paragraph
with respect to any claim made against the Distributor or any such controlling
persons, unless the Distributor or any such controlling persons, as the case
may be, shall have notified the Fund in writing within a reasonable time after
the summons or other first legal process giving information of the nature of
the claim shall have been served upon the Distributor or uch controlling
persons (or after the Distributor or such controlling persons shall have
received notice of such service on any designated agent), but failure to
notify the Fund of any such claim shall not relieve it from any liability
which it may have to the person against whom such action is brought otherwise
than on account of its indemnity agreement contained in this paragraph. Each
Fund will be entitled to participate at its own expense in the defense, or, if
it so elects, to assume the defense, of any such suit brought to enforce any
such liability, but if a Fund elects to assume the defense, such defense shall
be conducted by counsel chosen by it and satisfactory to the Distributor or
such controlling person or persons, defendant or defendants in the suit. In
the event the Fund elects to assume the defense of any such suit and retain
such counsel, the Distributor or such controlling person or persons, defendant
or defendants in the suit, shall bear the fees and expenses of any additional
counsel retained by them, but, in case the Fund does not elect to assume the
defense of any such suit, it will reimburse the Distributor or such
controlling person or persons, defendant or defendants in the suit, for the
reasonable fees and expenses of any counsel retained by them. Each Fund shall
promptly notify the Distributor of the commencement of any litigation or
proceedings against it or any of its officers or Directors/Trustees in
connection with the issuance or sale of the Shares.
(b) (i) The Distributor shall indemnify and hold harmless each Fund and
each of its Directors/ Trustees and officers and each person, if any, who
controls the Fund against any loss, liability, claim, damage, or expense
described in the indemnity contained in subsection (a) of this Section, but
only with respect to statements or omissions made in reliance upon, and in
conformity with, information furnished to a Fund in writing by or on behalf
of the Distributor for use in connection with the Registration Statement or
related Prospectus and Statement of Additional Information, as from time to
time amended, or the annual or interim reports to shareholders.
(ii) The Distributor shall indemnify and hold harmless each Fund and
each Fund's transfer agent, individually and in its capacity as the Fund's
transfer agent, from and against any claims, damages and liabilities which
arise as a result of actions taken pursuant to instructions from, or on
behalf of, the Distributor to: (1) redeem all or a part of shareholder
accounts in the Fund pursuant to Section 4(g) hereof and pay the proceeds to,
or as directed by, the Distributor for the account of each shareholder whose
Shares are so redeemed; and (2) register Shares in the names of investors,
confirm the issuance thereof and receive payment therefor pursuant to
Section 3(e) hereof.
(iii) In case any action shall be brought against a Fund or any
person so indemnified by this Section 9(b) in respect of which indemnity may
be sought against the Distributor, the Distributor shall have the rights and
duties given to a Fund, and the Fund and each person so indemnified shall
have the rights and duties given to the Distributor, by the provisions of
subsection (a) of this Section 9.
(c) If the indemnification provided for in this Section 9 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages,
liabilities or expenses (or actions in respect thereof) referred to herein,
then each indemnifiying party shall contribute to the amount paid or payable
by such indemnified party as a result of such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) in such proportion as
is appropriate to reflect the relative benefits received by a Fund on the one
hand and the Distributor on the other from the
5
offering of the Shares. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of a Fund on the one hand
and the Distributor on the other in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
expenses (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by a Fund on the one
hand and the Distributor on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Fund bear to the total compensation received by the
Distributor, in each case as set forth in the Prospectus. The relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by a Fund or
the Distributor and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
Each Fund and the Distributor agree that it would not be just and equitable
ifcontribution were determined by pro rata allocation or by any other method
of allocation which does not take into account the equitable consderations
referred to above. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or expenses (or actions in
respect thereof) referred to above shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such claim. Notwithstanding the provisions
of this subsection (c), the Distributor shall not be required to contribute
any amount in excess of the amount by which the total price at which the
Shares distributed by it to the public were offered to the public exceeds the
amount of any damages which it has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 0000 Xxx) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.
Section 10. Duration and Termination of this Agreement. This Agreement
shall become effective with respect to a Fund as of the date first above
written and shall remain in force until April 30, 1998, and thereafter, but
only so long as such continuance is specifically approved at least annually
by (i) the Board of Directors/Trustees of each Fund, or by the vote of a
majority of the outstanding voting securities of the Fund, cast in person or
by proxy, and (ii) a majority of those Directors/Trustees who are not parties
to this Agreement or interested persons of any such party and who have no
direct or indirect financial interest in this Agreement or in the operation
of the Fund's Rule 12b-1 Plan or in any agreement related thereto, cast in
person at a meeting called for the purpose of voting upon such approval.
This Agreement may be terminated at any time without the payment of any
penalty, by the Directors/Trustees of a Fund, by a majority of the
Directors/Trustees of a Fund who are not interested persons of the Fund and
who have no direct or indirect financial interest in this Agreement, or by
vote of a majority of the outstanding voting securities of a Fund, or by the
Distributor, on sixty days' written notice to the other party. This Agreement
shall automatically terminate in the event of its assignment.
The terms "vote of a majority of the outstanding voting securities,"
"assignment" and "interested person," when used in this Agreement, shall have
the respective meanings specified in the 1940 Act.
Section 11. Amendments of this Agreement. This Agreement may be
amended by the parties only if such amendment is specifically approved by
(i) the Directors/Trustees of a Fund, or by the vote of a majority of
outstanding voting securities of a Fund, and (ii) a majority of those
Directors/Trustees of a Fund who are not parties to this Agreement or
interested persons of any such party and who have no direct or indirect
financial interest in this Agreement or in any Agreement related to the
Fund's Rule 12b-1 Plan, cast in person at a meeting called for the purpose of
voting on such approval.
Section 12. Additional Funds. If at any time another Fund desires to
appoint the Distributor as its principal underwriter and distributor under
this Agreement, it shall notify the Distributor in writing. If the
Distributor is willing to serve as the Fund's principal underwriter and
distributor under this Agreement, it shall notify the Fund in writing,
whereupon such other Fund shall become a Fund hereunder.
Section 13. Governing Law. This Agreement shall be construed in
accordance with the law of the State of New York and the applicable
provisions of the 1940 Act. To the extent the applicable law of the
6
State of New York, or any of the provisions herein, conflicts with the
applicable provisions of the 1940 Act, the latter shall control.
Section 14. Personal Liability. With respect to any Fund that is
organized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts, its Declaration of the Trust (each, a
"Declaration") is on file in the office of the Secretary of the Commonwealth
of Massachusetts. Each Declaration provides that the name of the Fund refers
to the Trustees under the Declaration collectively as Trustees, but not as
individuals or personally; and no Trustee, shareholder, officer, employee or
agent of any Fund shall be held to any personal liability, nor shall resort
be had to their private property for the satisfaction of any obligation or
claim or otherwise, in connection with the affairs of any Fund, but the Trust
Estate only shall be liable.
In Witness Whereof, the parties hereto have executed and delivered this
Agreement as of the day and year first written in New York, New York.
On Behalf of the Funds Set Forth on
Schedule A, Attached Hereto
By: . . . . . . . . . . . . . . . . . . . .
Xxxx Xxxxxx Distributors Inc.
By: . . . . . . . . . . . . . . . . . . . .
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XXXX XXXXXX FUNDS
Distribution Agreement
SCHEDULE A
at July 28, 1997
1) Xxxx Xxxxxx American Value Fund
2) Xxxx Xxxxxx Balanced Growth Fund
3) Xxxx Xxxxxx Balanced Income Fund
4) Xxxx Xxxxxx California Tax-Free Income Fund
5) Xxxx Xxxxxx Capital Appreciation Fund
6) Xxxx Xxxxxx Capital Growth Securities
7) Xxxx Xxxxxx Convertible Securities Trust
8) Xxxx Xxxxxx Developing Growth Securities Trust
9) Xxxx Xxxxxx Diversified Income Trust
10) Xxxx Xxxxxx Dividend Growth Securities Inc.
11) Xxxx Xxxxxx European Growth Fund Inc.
12) Xxxx Xxxxxx Federal Securities Trust
13) Xxxx Xxxxxx Financial Services Trust
14) Xxxx Xxxxxx Fund of Funds
15) Xxxx Xxxxxx Global Asset Allocation Fund
16) Xxxx Xxxxxx Global Dividend Growth Securities
17) Xxxx Xxxxxx Global Utilities Fund
18) Xxxx Xxxxxx Health Sciences Trust
19) Xxxx Xxxxxx High Yield Securities Inc.
20) Xxxx Xxxxxx Income Builder Fund
21) Xxxx Xxxxxx Information Fund
22) Xxxx Xxxxxx Intermediate Income Securities
23) Xxxx Xxxxxx International SmallCap Fund
24) Xxxx Xxxxxx Japan Fund
25) Xxxx Xxxxxx Managers' Select Fund
26) Xxxx Xxxxxx Market Leader Trust
27) Xxxx Xxxxxx Mid-Cap Growth Fund
28) Xxxx Xxxxxx Natural Resource Development Securities Inc.
29) Xxxx Xxxxxx New York Tax-Free Income Fund
30) Xxxx Xxxxxx Pacific Growth Fund Inc.
31) Xxxx Xxxxxx Precious Metals and Minerals Trust
32) Xxxx Xxxxxx Special Value Fund
33) Xxxx Xxxxxx S&P 500 Index Fund
34) Xxxx Xxxxxx Strategist Fund
35) Xxxx Xxxxxx Tax-Exempt Securities Trust
36) Xxxx Xxxxxx U.S. Government Securities Trust
37) Xxxx Xxxxxx Utilities Fund
38) Xxxx Xxxxxx Value-Added Market Series
39) Xxxx Xxxxxx World Wide Income Trust
40) Xxxx Xxxxxx World Wide Investment Trust
8
