DISTRIBUTION AGREEMENT
THIS AGREEMENT, dated as of the 30th day of August, 2000, is made by
and between The Santa Xxxxxxx Group of Mutual Funds, Inc. ("Company"), a
Maryland corporation operating as an open-end, management investment company
registered under the Investment Company Act of 1940, as amended (the "Act"), SBG
Capital Management Company ("Adviser"), a California corporation operating and
registered with the Securities and Exchange Commission as an investment advisory
firm, and Capital Research Brokerage Services, LLC ("CRBS"), a limited liability
company duly organized under the laws of the state of California (collectively,
the "Parties").
WITNESSETH THAT:
WHEREAS, Company is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "Act") and is
authorized to issue shares representing interests in an indefinite number of
series of shares of its stock, each series known as a mutual fund; and
WHEREAS, Company presently issues shares representing interests in
those mutual funds listed on Schedule A attached hereto, as such Schedule A may
be amended from time to time by mutual agreement of the parties (the
"Portfolios"); and
WHEREAS, Adviser has been appointed investment adviser to the
Portfolios and has entered into an agreement with the Company to provide
underwriting services to the Portfolios;
WHEREAS, Distributor is a broker-dealer registered with the U.S.
Securities and Exchange Commission (the "SEC") and is a member in good standing
of the National Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, Adviser and Distributor desire to enter into this Agreement
pursuant to which the Distributor will provide distribution services to the
Portfolios on the terms and conditions hereinafter set forth, and Company
consents to the appointment.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, Company, Adviser and Distributor, intending to be
legally bound hereby, agree as follows:
1. APPOINTMENT OF DISTRIBUTOR. Adviser and Company hereby appoint Distributor as
its exclusive agent for the distribution of Shares of the Portfolios, and
Distributor hereby accepts such appointment under the terms of this Agreement.
Company shall not sell any Portfolio Shares to any person except to fill orders
for the Shares received through Distributor; provided, however, that the
foregoing exclusive right shall not apply: (i) to Shares issued or sold in
connection with the merger or consolidation of any other investment company with
Company or the acquisition by purchase or otherwise of all or substantially all
of the assets of any investment company or substantially all of the outstanding
shares of any such company by Company; (ii) to Shares which may be offered by
Company to its shareholders for reinvestment of cash distributed from capital
gains or net investment income of the Portfolio; or (iii) to Shares which may be
issued to shareholders of other funds who exercise any exchange privilege set
forth in a Portfolio's Prospectus. Notwithstanding any other provision hereof,
Company may terminate, suspend, or withdraw the offering of a Portfolio's Shares
whenever, in its sole discretion, it deems such action to be desirable, and
Distributor shall process no further orders for Shares after it receives notice
of such termination, suspension or withdrawal.
2. COMPANY DOCUMENTS. Company has provided Distributor with properly certified
or authenticated copies of the following Portfolio related documents in effect
on the date hereof: the Company 's organizational documents, including Articles
of Incorporation and by-laws; each Portfolio's most current Prospectus and
Statement of Additional Information; and resolutions of Company 's Board of
Directors authorizing the appointment of Distributor and approving this
Agreement. Company shall promptly provide to Distributor copies, properly
certified or authenticated, of all amendments or supplements to the foregoing.
Company shall provide to Distributor copies of all other information which
Distributor may reasonably request for use in connection with the distribution
of Shares, including, but not limited to, a certified copy of all financial
statements prepared for the Portfolios by its independent public accountants.
Company shall also supply Distributor with such number of copies of each
Portfolio's current Prospectus, Statement of Additional Information and
shareholder reports as Distributor shall reasonably request.
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3. DISTRIBUTION SERVICES. Distributor shall sell and repurchase Shares of the
Portfolios as set forth below, subject to the registration requirements of the
1933 Act and the rules and regulations thereunder, and the laws governing the
sale of securities in the various states ("Blue Sky Laws"):
a. Distributor, as agent for the Company, shall sell Portfolio
Shares to the public against orders therefor at the public
offering price as determined in accordance with each
Portfolio's then current Prospectus and Statement of
Additional Information.
b. The net asset value of a Portfolio's Shares shall be
determined in the manner provided in that Portfolio's then
current Prospectus and Statement of Additional Information.
The net asset value of the Shares shall be calculated by
Company or by another entity on behalf of Company.
Distributor shall have no duty to inquire into or liability
for the accuracy of the net asset value per Share as
calculated.
c. Upon receipt of purchase instructions, Distributor shall
transmit such instructions to Company or its transfer agent
for registration of the Portfolio Shares purchased.
d. Distributor shall also have the right to take, as agent for
the Portfolios, all actions which, in the Distributor's
judgment, are necessary to effect the distribution of
Portfolio Shares.
e. Nothing in this Agreement shall prevent Distributor or any
"affiliated person" from buying, selling or trading any
Portfolio securities for its or their own account or for
the accounts of others for whom it or they may be acting;
provided, however, that Distributor expressly agrees that
it shall not for its own account purchase any Shares of the
Portfolio except for investment purposes and that it shall
not for its own account sell any such Shares except for
redemption of such Shares by the Portfolio, and that it
shall not undertake activities which, in its judgment,
would adversely affect the performance of its obligations
to the Portfolio under this Agreement.
f. Distributor, as agent for the Portfolio, shall repurchase
Shares at such prices and upon such terms and conditions as
shall be specified in the Portfolio's Prospectus.
4. DISTRIBUTION SUPPORT SERVICES. In addition to the sale and repurchase of
Portfolio Shares, Distributor shall perform the following distribution support
services: Review of sales and marketing literature and submission to the NASD;
NASD record keeping; and quarterly reports to Company 's Board of Directors.
Such distribution support services may also include: fulfillment services,
including telemarketing, printing, mailing and follow-up tracking of sales
leads; and licensing Adviser or Company personnel as registered representatives
of the Distributor and related supervisory activities.
5. REASONABLE EFFORTS. Distributor shall use all reasonable efforts in
connection with the distribution of Portfolio Shares. Distributor shall have no
obligation to sell any specific number of Portfolio Shares and shall only sell
Shares against orders received therefor. Company shall retain the right to
refuse at any time to sell any Portfolio Shares for any reason deemed adequate
by it.
6. COMPLIANCE. In furtherance of the distribution services being provided
hereunder, Distributor, Adviser and Company agree as follows:
a. Distributor shall comply with the Rules of Conduct of the
NASD and the securities laws of any jurisdiction in which
it sells, directly or indirectly, Shares.
b. Distributor shall require each dealer with whom Distributor
has a selling agreement to conform to the applicable
provisions of each Portfolio's most current Prospectus and
Statement of Additional Information, with respect to the
public offering price of such Portfolio's Shares.
c. Company and/or Adviser, as applicable, each agree to
furnish to Distributor sufficient copies of any agreements,
plans, communications with the public or other materials it
intends to use in connection with any sales of Portfolio
Shares in a timely manner in order to allow Distributor to
review, approve and file such materials with the
appropriate regulatory authorities and obtain clearance for
use. Company and/or Adviser, as applicable, each agree not
to use any such materials until so filed and cleared for
use by appropriate authorities and Distributor.
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d. Distributor, at its own expense, shall qualify as a broker
or dealer, or otherwise, under all applicable Federal or
state laws required to permit the sale of Portfolio Shares
in such states as shall be mutually agreed upon by the
parties; provided, however that Distributor shall have no
obligation to register as a broker or dealer under the Blue
Sky Laws of any jurisdiction if it determines that
registering or maintaining registration in such
jurisdiction would be uneconomical, unless Adviser first
agrees to pay Distributor's costs of registering in such
jurisdictions.
e. Distributor shall not, in connection with any sale or
solicitation of a sale of the Portfolio Shares, make or
authorize any representative, service organization, broker
or dealer to make, any representations concerning the
Portfolio Shares except those contained in the Portfolio s
most current Prospectus covering the Shares and in
communications or sales materials approved by Distributor
as information supplemental to such Prospectus.
7. EXPENSES. Except as may be agreed by and between Adviser and Company by other
written agreements, Portfolio expenses shall be allocated as follows:
a. Company or Adviser, as may be agreed between them, shall
bear the following expenses: preparation, setting in type,
and printing of sufficient copies of the Prospectus and
Statement of Additional Information for distribution to
existing shareholders; preparation and printing of reports
and other communications to existing shareholders;
distribution of copies of the Prospectus, Statement of
Additional Information and all other communications to
existing shareholders; registration of the Shares under the
Federal securities laws; qualification of the Shares for
sale in the jurisdictions mutually agreed upon by the
Company and the Distributor; transfer agent/shareholder
servicing agent services; supplying information, prices and
other data to be furnished by the Company under this
Agreement; and any original issue taxes or transfer taxes
applicable to the sale or delivery of the Shares or
certificates therefor.
b. Adviser shall pay all other expenses incident to the sale
and distribution of the Shares sold hereunder, including,
without limitation: printing and distributing copies of the
Prospectus, Statement of Additional Information and reports
prepared for use in connection with the offering of Shares
for sale to the public; advertising in connection with such
offering, including public relations services, sales
presentations, media charges, preparation, printing and
mailing of advertising and sales literature; data
processing necessary to support a distribution effort;
distribution and shareholder servicing activities of
broker-dealers and other financial institutions; filing
fees required by regulatory authorities for sales
literature and advertising materials; any additional
out-of-pocket expenses incurred in connection with the
foregoing and any other costs of distribution.
8. COMPENSATION. For the distribution and distribution support services provided
by Distributor pursuant to the terms of the Agreement, Adviser shall pay to
Distributor, on the last day of each month, an annual fee of $8,400, such fee to
be paid in equal monthly installments of $700. Adviser shall also reimburse
Distributor for its out-of-pocket expenses related to the performance of its
duties hereunder, including, without limitation, telecommunications charges,
postage and delivery charges, record retention costs, reproduction charges and
traveling and lodging expenses incurred by officers and employees of the
Distributor. Adviser shall pay Distributor's monthly invoices for distribution
fees and out-of-pocket expenses within ten days of the respective month-end. If
this Agreement becomes effective subsequent to the first day of the month or
terminates before the last day of the month, Adviser shall pay to Distributor a
distribution fee that is prorated for that part of the month in which this
Agreement is in effect. All rights of compensation and reimbursement under this
Agreement for services performed by Distributor as of the termination date shall
survive the termination of this Agreement.
Upon receipt of an invoice therefor, Adviser agrees to pay such fees within ten
(10) calendar days. In addition, Adviser agrees to reimburse CRBS for any
out-of-pocket expenses paid by CRBS on behalf of the Portfolio within ten (10)
calendar days of Adviser's receipt of an invoice therefor. In the event Adviser
is unable to pay such invoices for services or out-of-pocket expenses, for any
reason, Company agrees to pay CRBS the full amount(s) due within ten (10)
additional business days.
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9. USE OF DISTRIBUTOR'S NAME. Company shall not use the name of the Distributor
or any of its affiliates in the Prospectus, Statement of Additional Information,
sales literature or other material relating to the Portfolio in a manner not
approved prior thereto in writing by Distributor; provided, however, that
Distributor shall approve all uses of its and its affiliates' names that merely
refer in accurate terms to their appointments or that are required by the
Securities and Exchange Commission (the "SEC") or any state securities
commission; and further provided, that in no event shall such approval be
unreasonably withheld.
10. USE OF COMPANY'S NAME. Neither Distributor nor any of its affiliates shall
use the name of Company or material relating to the Portfolio on any forms
(including any checks, bank drafts or bank statements) for other than internal
use in a manner not approved prior thereto by Company; provided, however, that
Company shall approve all uses of its name that merely refer in accurate terms
to the appointment of Distributor hereunder or that are required by the SEC or
any state securities commission; and further provided, that in no event shall
such approval be unreasonably withheld.
11. LIABILITY OF DISTRIBUTOR. The duties of Distributor shall be limited to
those expressly set forth herein, and no implied duties are assumed by or may be
asserted against Distributor hereunder. Distributor shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Portfolio in
connection with the matters to which this Agreement relates, except to the
extent of a loss resulting from willful misfeasance, bad faith or negligence, or
reckless disregard of its obligations and duties under this Agreement. As used
in this Section 11 and in Section 12 (except the second paragraph of Section
12), the term "Distributor" shall include directors, officers, employees and
other agents of the Distributor.
12. INDEMNIFICATION OF DISTRIBUTOR. Company shall indemnify and hold harmless
Distributor against any and all liabilities, losses, damages, claims and
expenses (including, without limitation, reasonable attorneys' fees and
disbursements and investigation expenses incident thereto) which Distributor may
incur or be required to pay hereafter, in connection with any action, suit or
other proceeding, whether civil or criminal, before any court or administrative
or legislative body, in which Distributor may be involved as a party or
otherwise or with which the Distributor may be threatened, by reason of the
offer or sale of the Portfolio's Shares prior to the effective date of this
Agreement.
Any director, officer, employee, shareholder or agent of
Distributor who may be or become an officer, director, employee or agent of
Company, shall be deemed, when rendering services to Company or acting on any
business of the Portfolio (other than services or business in connection with
the Distributor's duties hereunder), to be rendering such services to or acting
solely for Company and not as a director, officer, employee, shareholder or
agent, or one under the control or direction of Distributor, even though
receiving a salary from the Distributor.
Company agrees to indemnify and hold harmless Distributor,
and each person who controls the Distributor within the meaning of Section 15
of the 1933 Act, or Section 20 of the Securities Exchange Act of 1934, as
amended ("1934 Act"), against any and all liabilities, losses, damages, claims
and expenses, joint or several (including, without limitation, reasonable
attorneys' fees and disbursements and investigation expenses incident thereto)
to which they, or any of them, may become subject under the 1933 Act, the 1934
Act, the 1940 Act or other Federal or state laws or regulations, at common law
or otherwise, insofar as such liabilities, losses, damages, claims and expenses
(or actions, suits or proceedings in respect thereof) arise out of or relate to
any untrue statement or alleged untrue statement of a material fact contained in
the Portfolio's Prospectus, Statement of Additional Information, supplement
thereto, sales literature or other written information prepared by Company and
provided by Company to Distributor for Distributor's use hereunder, or which
arise out of or relate to any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading.
Distributor (or any person controlling the Distributor) shall not be
entitled to indemnity hereunder for any liabilities, losses, damages, claims or
expenses (or actions, suits or proceedings in respect thereof) resulting from
(i) an untrue statement or omission or alleged untrue statement or omission made
in the Portfolio's Prospectus, Statement of Additional Information, or
supplement, sales or other literature, in reliance upon and in conformity with
information furnished in writing to Company by the Distributor specifically for
use therein or (ii) Distributor's own willful misfeasance, bad faith, negligence
or reckless disregard of its duties and obligations in the performance of this
Agreement.
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Distributor agrees to indemnify and hold harmless Company
and each person who controls Company within the meaning of Section 15 of the
1933 Act, or Section 20 of the 1934 Act, against any and all liabilities,
losses, damages, claims and expenses, joint or several (including, without
limitation reasonable attorneys' fees and disbursements and investigation
expenses incident thereto) to which they, or any of them, may become subject
under the 1933 Act, the 1934 Act, the 1940 Act or other Federal or state laws,
at common law or otherwise, insofar as such liabilities, losses, damages, claims
or expenses arise out of or relate to any untrue statement or alleged untrue
statement of a material fact contained in the Portfolio's Prospectus or
Statement of Additional Information or any supplement thereto, or arise out of
or relate to any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, if based upon information furnished in writing to Company by
Distributor specifically for use therein.
A party seeking indemnification hereunder (the "Indemnitee") shall
give prompt written notice to the party from whom indemnification is sought
("Indemnitor") of a written assertion or claim of any threatened or pending
legal proceeding which may be subject to indemnity under this Section; provided,
however, that failure to notify the Indemnitor of such written assertion or
claim shall not relieve the Indemnitor of any liability arising from this
Section. The Indemnitor shall be entitled, if it so elects, to assume the
defense of any suit brought to enforce a claim subject to this Indemnity and
such defense shall be conducted by counsel chosen by the Indemnitor and
satisfactory to the Indemnitee; provided, however, that if the defendants
include both the Indemnitee and the Indemnitor, and the Indemnitee shall have
reasonably concluded that there may be one or more legal defenses available to
it which are different from or additional to those available to the Indemnitor
("conflict of interest"), the Indemnitor shall not have the right to elect to
defend such claim on behalf of the Indemnitee, and the Indemnitee shall have the
right to select separate counsel to defend such claim on behalf of the
Indemnitee. In the event that the Indemnitor elects to assume the defense of any
suit pursuant to the preceding sentence and retains counsel satisfactory to the
Indemnitee, the Indemnitee shall bear the fees and expenses of additional
counsel retained by it, except for reasonable investigation costs which shall be
borne by the Indemnitor. If the Indemnitor (i) does not elect to assume the
defense of a claim, (ii) elects to assume the defense of a claim but chooses
counsel that is not satisfactory to the Indemnitee or (iii) has no right to
assume the defense of a claim because of a conflict of interest, the Indemnitor
shall advance or reimburse the Indemnitee, at the election of the Indemnitee,
reasonable fees and disbursements of any counsel retained by Indemnitee,
including reasonable investigation costs.
13. DUAL EMPLOYEES. Adviser and Company each agree that only its employees who
are registered representatives of Distributor ("dual employees") shall offer or
sell Shares of the Portfolio and further agrees that the activities of any such
employees as registered representatives of Distributor shall be limited to
offering and selling Portfolio Shares. If there are dual employees, one employee
of Adviser or Company, as applicable, shall register as a principal of
Distributor and assist Distributor in monitoring the marketing and sales
activities of the dual employees. Adviser shall maintain errors and omissions
and fidelity bond insurance policies providing reasonable coverage for its
employees activities and shall provide copies of such policies to Distributor.
Adviser and Company shall indemnify and hold harmless Distributor against any
and all liabilities, losses, damages, claims and expenses (including reasonable
attorneys' fees and disbursements and investigation costs incident thereto)
arising from or related to Adviser's or Company's, as applicable, employees'
activities as registered representatives of Distributor, including, without
limitation, any and all such liabilities, losses, damages, claims and expenses
arising from or related to the breach by such dual employees of any rules or
regulations of the NASD or SEC.
14. FORCE MAJEURE. Distributor shall not be liable for any delays or errors
occurring by reason of circumstances not reasonably foreseeable and beyond its
control, including, but not limited, to acts of civil or military authority,
national emergencies, work stoppages, fire, flood, catastrophe, acts of God,
insurrection, war, riot or failure of communication or power supply. In the
event of equipment breakdowns which are beyond the reasonable control of
Distributor and not primarily attributable to the failure of Distributor to
reasonably maintain or provide for the maintenance of such equipment,
Distributor shall, at no additional expense to Adviser or Company, take
reasonable steps in good faith to minimize service interruptions, but shall have
no liability with respect thereto.
15. SCOPE OF DUTIES. Distributor and Company shall regularly consult with each
other regarding Distributor's performance of its obligations and its
compensation under the foregoing provisions. In connection therewith, Company
shall submit to Distributor at a reasonable time in advance of filing with the
SEC copies of any amended or supplemented Registration Statement of the
Portfolio (including exhibits) under the 1940 Act and the 1933 Act, and at a
reasonable time in advance of their proposed use, copies of any amended or
supplemented forms relating to any plan, program or service offered by the
Company on behalf of the Portfolio. Any change in such materials that would
require any change in Distributor's obligations under the foregoing provisions
shall be subject to Distributor's approval. In the event that a change in such
documents or in the procedures contained therein increases the cost or burden to
Distributor of performing its obligations hereunder, Distributor shall be
entitled to receive reasonable compensation therefore.
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16. DURATION. This Agreement shall become effective as of the date first above
written, and shall continue in force for two years from that date and thereafter
from year to year, provided continuance is approved at least annually by either
(i) the vote of a majority of the Directors of Company, and (ii) the vote of a
majority of those Directors of Company who are not interested persons of
Company, and who are not parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on the
approval.
17. TERMINATION. This Agreement shall terminate as follows:
a. This Agreement shall terminate automatically in the event of its
assignment.
b. This Agreement shall terminate upon the failure to approve
the continuance of the Agreement after the initial two year
term as set forth in Section 16 above.
c. This Agreement shall terminate at any time upon a vote of
the majority of the Directors who are not interested
persons of Company, upon not less than 60 days prior
written notice to Distributor.
d. Distributor may terminate this Agreement upon not less than
60 days prior written notice to Company.
Upon the termination of this Agreement, Adviser shall pay to
Distributor such compensation and out-of-pocket expenses as may be payable for
the period prior to the effective date of such termination. In the event that
Company designates a successor to any of Distributor's obligations hereunder,
Distributor shall, at the expense and direction of Company, transfer to such
successor all relevant books, records and other data established or maintained
by Distributor pursuant to the foregoing provisions.
Sections 7, 8, 9, 10, 11, 12, 13, 14, 15, 17, 21, 22, 24, 25 and 26
shall survive any termination of this Agreement.
18. AMENDMENT. The terms of this Agreement shall not be waived, altered,
modified, amended or supplemented in any manner whatsoever except by a written
instrument signed by Distributor, Adviser and Company and shall not become
effective unless its terms have been approved by the majority of the Directors
of Company and by a majority of those Directors who are not "interested persons"
of Company or any party to this Agreement.
19. NON-EXCLUSIVE SERVICES. The services of Distributor rendered to Company on
behalf of the Portfolios are not exclusive. Distributor may render such services
to any other investment company.
20. DEFINITIONS. As used in this Agreement, the terms "assignment," "interested
person" and "affiliated person" shall have the respective meanings specified in
the 1940 Act and the rules enacted thereunder as now in effect or hereafter
amended.
21. CONFIDENTIALITY. Distributor shall treat confidentially and as proprietary
information of Company all records and other information relating to the
Portfolio and prior, present or potential shareholders and shall not use such
records and information for any purpose other than performance of its
responsibilities and duties hereunder, except as may be required by
administrative or judicial tribunals or as requested by Company or Adviser.
22. NOTICE. Any notices and other communications required or permitted hereunder
shall be in writing and shall be effective upon delivery by hand or upon receipt
if sent by certified or registered mail (postage prepaid and return receipt
requested) or by a nationally recognized overnight courier service
(appropriately marked for overnight delivery) or upon transmission if sent by
telex or facsimile (with request for immediate confirmation of receipt in a
manner customary for communications of such respective type and with physical
delivery of the communication being made by one or the other means specified in
this Section 20 as promptly as practicable thereafter). Notices shall be
addressed as follows:
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(a) IF TO COMPANY: (b) IF TO ADVISER: (c) IF TO DISTRIBUTOR:
-------------- -------------- ------------------
Santa Xxxxxxx Group of Mutual Funds SBG Capital Management, Inc. Capital Research Brokerage
000 Xxxx Xxxx Xxx., Xxxxx 000 000 Xxxx Xxxx Xxx., Xxxxx 000 000 Xxxx Xxxx Xxx., Xxxxx 000
Xxxxxxxx, XX 00000 Xxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxx Attn: Xxxx Xxxxx Attn: Xxxx Xxxxx
or to such other respective addresses as the parties shall designate by like
notice, provided that notice of a change of address shall be effective only upon
receipt thereof.
23. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
24. GOVERNING LAW. This Agreement shall be administered, construed and enforced
in accordance with the laws of the state of California to the extent that such
laws are not preempted by the provisions of any law of the United States
heretofore or hereafter enacted, as the same may be amended from time to time.
25. ENTIRE AGREEMENT. This Agreement (including the Exhibits attached hereto)
contains the entire agreement and understanding of the parties with respect to
the subject matter hereof and supersedes all prior written or oral agreements
and understandings with respect thereto.
26. MISCELLANEOUS. Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof. The
captions in this Agreement are included for convenience of reference only and in
no way define or delimit any of the provisions hereof or otherwise affect their
construction. This Agreement may be executed in two counterparts, each of which
taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the day and year first above written.
SANTA XXXXXXX GROUP CAPITAL RESEARCH
OF MUTUAL FUNDS, INC. SBG CAPITAL MANAGEMENT, INC. BROKERAGE SERVICES,
LLC
------------------ ---------------------- -------------------
Xxxxxx Xxxxxx Xxxx Xxxxx Xxxx Xxxxx
Co-President Co-President Co-President
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SCHEDULE A
TO
DISTRIBUTION AGREEMENT
DATED AUGUST 30, 2000
PORTFOLIOS SUBJECT TO THE DISTRIBUTION AGREEMENT
1. THE XXXXXX GROWTH FUND
