PLAN AND AGREEMENT OF DISTRIBUTION PURSUANT TO RULE 12B-1
PLAN AND AGREEMENT made as of the 11th day of June, 1999, by and
between ACTIVA MUTUAL FUND TRUST, a Delaware business trust (hereinafter the
"Trust"), and ACTIVA ASSET MANAGEMENT, LLC, a Michigan LLC (hereinafter the
"Distributor").
WHEREAS, the Trust engages in business as an open-end management
investment company, and is registered as such under the Investment Company Act
of 1940, as amended (the "Act"); and
WHEREAS, the Trust desires to finance the distribution of the shares of
beneficial interest ("shares"), of the Activa Mutual Funds (series of the
Trust), except for the Money Market Fund, and for any additional such classes or
series that may hereafter be offered to the public in accordance with this Plan
and Agreement of Distribution pursuant to Rule 12b-1 under the Act (the "Plan
and Agreement"); and
WHEREAS, the Distributor desires to be retained to perform services in
accordance with such Plan and Agreement and on said terms and conditions; and
WHEREAS, this Plan and Agreement has been approved by a vote of the
Board of Trustees of the Trust, including a majority of the Trustees who are not
interested persons of the Trust, as defined in the Act, and who have no direct
or indirect financial interest in the operation of this Plan and Agreement (the
"Disinterested Trustees") cast in person at a meeting called for the purpose of
voting on this Plan and Agreement; and
NOW, THEREFORE, the Trust adopts the Plan set forth herein and the
Trust and the Distributor hereby enter into this Agreement pursuant to the Plan
in accordance with the requirements of Rule 12b-1 under the Act, and provide and
agree as follows:
1. The Plan is defined as those provisions of this document by
which the Trust adopts a Plan pursuant to Rule 12b-1 under the
Act and authorizes payments as described herein. The Plan
shall not apply to Class R shares of the Activa Value Fund.
The Agreement is defined as those provisions of this document
by which the Trust retains the Distributor to provide
distribution services as described herein. The Trust may
retain the Plan notwithstanding termination of the Agreement.
The Trust is hereby authorized to utilize the assets of the
Trust to finance certain activities in connection with
distribution of the Trust's shares.
2. Subject to the supervision of the Board of Trustees, the
Trust hereby retains the Distributor to promote the
distribution of shares of the Trust by providing services and
engaging in activities as specified herein. The activities and
services to be provided by the Distributor hereunder shall
include one or more of the following: (a) the payment of
compensation (including trail commissions and incentive
compensation) to securities dealers, financial institutions
and other organizations, which may include companies
affiliated with the Distributor, that render distribution and
administrative services in connection with the distribution of
the shares of the Trust; (b) the printing and distribution of
reports and prospectuses for the use of potential investors in
the Trust; (c) the preparing and distributing of sales
literature; (d) the providing of advertising and engaging in
other promotional activities, including direct mail
solicitation, and television, radio, newspaper and other media
advertisements; (e) the qualification (other than auditing
expenses) of the shares for sale in the states and
jurisdictions where Trust sales are sold and the fees payable
to each such state or jurisdiction for maintaining the
qualification therein; and (f) the providing of support
services in connection with the distribution of the Trust's
shares, including but not limited to, office space and
equipment, telephone facilities, answering routine inquires
regarding the Trust, processing shareholder transactions and
providing any other shareholder services not otherwise
provided by the Trust's transfer agent and other services and
activities as may from time to time be agreed upon by the
Distributor and the Trust. Such reports and prospectuses,
sales literature, advertising and promotional activities and
other services and activities may be prepared and/or conducted
either by companies affiliated with the Distributor or by
third parties.
3. The Distributor hereby undertakes to use its best efforts
to promote sales of shares of the Trust to investors by
engaging in those activities specified in paragraph (2) above
as may be necessary and as it from time to time believes will
best further sales of such shares.
4. The Trust is hereby authorized to expend, out of the
Trust's assets, on a monthly basis, and shall pay to the
Distributor a maximum amount computed at an annual rate of
0.25 of 1% of the average daily net assets of the Trust during
the month. The Trust's Board of Trustees shall from time to
time determine the amounts, within the foregoing maximum
amounts, that the Trust will pay the Distributor hereunder. No
payments will be made by the Trust hereunder after the date of
termination of the Plan and Agreement. Payment from the Value
Fund will begin on September 1, 1999.
5. To the extent that obligations incurred by the Distributor
out of its own resources to finance any activity primarily
intended to result in the sales of shares of the Trust,
pursuant to this Plan and Agreement or otherwise, may be
deemed to constitute the indirect use of Trust assets, such
indirect use of Trust assets is hereby authorized in addition
to, and not in lieu of, any other payments authorized under
this Plan and Agreement.
6. The Distributor shall provide to the Board of Trustees of
the Trust, at least quarterly, a written report of all moneys
spent by the Distributor on the activities and services
specified in paragraph (2) above pursuant to the Plan and
Agreement. Upon request, but no less frequently than annually,
the Distributor shall provide to the Board of Trustees of the
Trust such information as may reasonably be required for it to
review the continuing appropriateness of the Plan and
Agreement.
7. This Plan and Agreement shall become effective immediately
upon approval by a majority of the outstanding voting
securities (as defined in the ___) of each Fund, and shall
continue in effect until June ___, 2000 unless terminated as
provided below. Thereafter, the Plan and Agreement shall
continue in effect from year to year, provided that the
continuance of each is approved at least annually by a vote of
the Board of Trustees of the Trust, including a majority of
the Disinterested Trustees, cast in person at a meeting called
for the purpose of voting on such continuance. The Plan may be
terminated at any time, without penalty, by the vote of a
majority of the Disinterested Trustees or by the vote of a
majority of the outstanding voting securities of the Trust.
The Distributor, or the Trust, by vote of a majority of the
Disinterested Trustees or of the holders of a majority of the
outstanding voting securities of the Trust, may terminate the
Agreement under this Plan, without penalty, upon 30 days'
written notice to the other party.
8. So long as the Plan remains in effect, the selection of
persons to serve as Trustees of the Trust who are not
"interested persons" of the Trust shall be committed to the
discretion of the directors then in office who are not
"interested persons" of the Trust. However, nothing contained
herein shall prevent the participation of other persons in the
selection and nomination process, provided that a final
decision on any such selection or nomination is within the
discretion of, and approved by, a majority of the Trustees of
the Trust then in office who are not "interested persons" of
the Trust.
9. This Plan may not be amended to increase the amount to be
spent by the Trust hereunder without approval of a majority of
the outstanding voting securities of the Trust. All material
amendments to the Plan and Agreement must be approved by the
vote of the Board of Trustees of the Trust including a
majority of the Disinterested Trustees, cast in person at a
meeting called for the purpose of voting on such amendment.
10. To the extent that this Plan and Agreement constitutes a
Plan of Distribution adopted pursuant to Rule 12b-1 under the
Act it shall remain in effect as such, so as to authorize the
use by the Trust of its assets in the amounts and for the
purposes set forth herein, notwithstanding the occurrence of
an "assignment," as defined by the Act and the rules
thereunder. To the extent it constitutes an agreement with the
Distributor pursuant to a plan, it shall terminate
automatically in the event of such "assignment." Upon a
termination of the agreement with the Distributor, the Trust
may continue to make payments pursuant to the Plan only upon
the approval of a new agreement under this Plan and Agreement,
which may or may not be with the Distributor, or the adoption
of other arrangements regarding the use of the amounts
authorized to be paid by the Trust hereunder, by the Trust's
Board of Trustees in accordance with the procedures set forth
in paragraph 7 above.
11. The Trust shall preserve copies of this Plan and Agreement
and all reports made pursuant to paragraph 6 hereof, together
with minutes of all Board of Trustees meetings at which the
adoption, amendment of continuance of the Plan were considered
(describing the factors considered and the basis for
decision), for a period of not less than six years from the
date of this Plan and Agreement, or any such reports or
minutes, as the case may be, the first two years in an easily
accessible place.
12. This Plan and Agreement shall be construed in accordance
with the laws of the State of Michigan and applicable
provisions of the Act. To the extent the applicable laws of
the State of Michigan, or any provisions herein, conflict with
the applicable provisions of the Act, the latter shall
control.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Plan and Agreement on the 11th day of June, 1999.
ACTIVA MUTUAL FUND TRUST
By: ___________________________
ATTEST: ___________________________
ACTIVA ASSET MANAGEMENT, LLC
_______________________________
By:____________________________
ATTEST: ___________________________
SCHEDULE RE EDUCATION AND BUSINESS HISTORY - XXXXX X. XXXXX
EDUCATION:
North High School, Omaha, Nebraska
Xxxxxxxxx University, Omaha, Nebraska, BSBA 1974
Xxxxxxxxx University, Omaha, Nebraska, JD 1976
POSITIONS:
April 18, 1988 continuing, Amway Management Company, 0000 Xxxx Xxxxxx Xxxx,
Xxx, Xxxxxxxx 00000, President, Secretary and Director.
October 1991 continuing, Amway Corporation, 0000 Xxxx Xxxxxx Xxxx, Xxx,
Xxxxxxxx 00000, Senior Manager-Investments & Real Estate.
December 1991 continuing, Amway Capital Corp., 0000 Xxxx Xxxxxx Xxxx, Xxx,
Xxxxxxxx 00000, Vice President, Secretary and Assistant Treasurer.
December 1991 continuing, H.I., Inc., c/o Amway Corporation, 0000 Xxxx
Xxxxxx Xxxx, Xxx, Xxxxxxxx 00000, Secretary and Assistant Treasurer.
December 1991 continuing, Ja-Ri Corporation, 0000 Xxxx Xxxxxx Xxxx, Xxx,
Xxxxxxxx 00000, Secretary and Assistant Treasurer.
November 1992 continuing, Amway Export VA, Co., 0000 Xxxx Xxxxxx Xxxx, Xxx,
Xxxxxxxx 00000, Secretary and Assistant Treasurer.
December 1992 continuing, Xxx and Xxxxx Xxx Xxxxx Foundation, c/o Amway
Corporation, 0000 Xxxx Xxxxxx Xxxx, Xxx, Xxxxxxxx 00000, Secretary and
Assistant Treasurer.
September 1994 continuing, Plaza Towers Corp., 0000 Xxxx Xxxxxx Xxxx, Xxx,
Xxxxxxxx 00000, Vice President, Secretary, and Director.
September 1995 continuing, Amway Real Estate Corp., 0000 Xxxx Xxxxxx Xxxx,
Xxx, Xxxxxxxx 00000, Vice President, Secretary, Assistant Treasurer and
Director.
September 1995 continuing, Auric Corp., 0000 Xxxx Xxxxxx Xxxx, Xxx,
Xxxxxxxx 00000, Vice President, Secretary and Assistant Treasurer and
Director.
September 1995 continuing, Aviation, Inc., 0000 Xxxx Xxxxxx Xxxx, Xxx,
Xxxxxxxx 00000, Vice President, Secretary, Assistant Treasurer and
Director.
September 1995 continuing, Emerald Maritime Service, Inc., c/o Amway
Corporation, 0000 Xxxx Xxxxxx Xxxx, Xxx, Xxxxxxxx 00000, Vice President,
Secretary, Assistant Treasurer and Director.
September 1995 continuing, Enterprise, Inc., c/o Amway Corporation, 0000
Xxxx Xxxxxx Xxxx, Xxx, Xxxxxxxx 00000, Vice President, Secretary, Assistant
Treasurer and Director..
SCHEDULE RE BUSINESS AND EDUCATION HISTORY - XXXXX X. XXXXX
-2-
September 1995 continuing, Magic Carpet Aviation, 0000 Xxxx Xxxxxx Xxxx,
Xxx, Xxxxxxxx 00000, Vice President, Secretary, Assistant Treasurer and
Director.
September 1995 continuing, Meadowbrooke Corp., 0000 Xxxx Xxxxxx Xxxx, Xxx,
Xxxxxxxx 00000, Vice President, Secretary, Assistant Treasurer and
Director.
September 1995 continuing, Xxxxx Island Estate Ltd., c/o Amway Corporation,
0000 Xxxx Xxxxxx Xxxx, Xxx, Xxxxxxxx 00000, owns and operates Xxxxx Island
Yacht Club, Vice President, Secretary, Assistant Treasurer and Director.
September 1995 continuing, Ultimate Marketing Corp., c/o Amway Corporation,
0000 Xxxx Xxxxxx Xxxx, Xxx, Xxxxxxxx 00000, Vice President, Secretary,
Assistant Treasurer and Director.
February 1998 continuing, Amway Mutual Fund Trust, 0000 Xxxx Xxxxxx Xxxx,
Xxx, Xxxxxxxx 00000, Vice President, Secretary, Assistant Treasurer and
Director.
SCHEDULE RE BUSINESS AND EDUCATION HISTORY - XXXXX X. XXXXXXXXX
EDUCATION:
Catholic Central High School, Grand Rapids, Michigan
Xxxxxxxxx College, Grand Rapids, Michigan, AS Degree 0000
Xxxxxxx Xxxxxxxx Xxxxxxxxxx, Xx. Xxxxxxxx, Xxxxxxxx, BS Degree 1968
POSITIONS:
1968-1970 Staff Member of X.X. Xxxxxxxxx, CPA, Xxxxx Xxxxxx, Xxxxxxxx
0000-0000 Senior Internal Auditor of Gulf & Western Industries, Inc.,
Xxxxx Xxxxxx, Xxxxxxxx
0000-0000 Controller of Furniture City Manufacturing (a Gulf & Western
subsidiary), Xxxxx Xxxxxx, Xxxxxxxx
0000-0000 Manager of Internal Audit of Xxxxx Xxxxxxxxxxx, Xxx,
Xxxxxxxx
0000-0000 Vice President-Finance and Treasurer of Amway Corporation,
Ada, Michigan
1991-Present Vice President-Audit and Control of Amway Corporation, Ada,
Michigan
September 18, 1989 continuing, H.I., Inc., c/o Amway Corporation, 0000 Xxxx
Xxxxxx Xxxx, Xxx, Xxxxxxxx 00000, Vice President and Treasurer.
December 13, 1991 continuing, Amway Capital Corporation, c/o Amway
Corporation, 0000 Xxxx Xxxxxx Xxxx, Xxx, Xxxxxxxx 00000, President and
Treasurer.
December 13, 1991 continuing, Ja-Ri Corporation, c/o Amway Corporation,
0000 Xxxx Xxxxxx Xxxx, Xxx, Xxxxxxxx 00000, Vice President and Treasurer.
August 31, 1992 continuing, Amway Export DV, Co., c/o Amway Corporation,
0000 Xxxx Xxxxxx Xxxx, Xxx, Xxxxxxxx 00000, Treasurer.
November 12, 1992 continuing, Amway Export VA, Co., c/o Amway Corporation,
0000 Xxxx Xxxxxx Xxxx, Xxx, Xxxxxxxx 00000, Vice President, Treasurer and
Director.
December 11, 1992 continuing, Xxx and Xxxxx Xxx Xxxxx Foundation, c/o Amway
Corporation, 0000 Xxxx Xxxxxx Xxxx, Xxx, Xxxxxxxx 00000, Treasurer.
September 1, 1995 continuing, Amway Real Estate Corp., 0000 Xxxx Xxxxxx
Xxxx, Xxx, Xxxxxxxx 00000, President, Treasurer and Director.
September 1, 1995 continuing, Auric Corp., c/o Amway Corporation, 0000 Xxxx
Xxxxxx Xxxx, Xxx, Xxxxxxxx 00000, President, Treasurer and Director.
SCHEDULE RE BUSINESS AND EDUCATION HISTORY - XXXXX X. XXXXXXXXX
-2-
September 1, 1995 continuing, Aviation, Inc., 0000 Xxxx Xxxxxx Xxxx, Xxx,
Xxxxxxxx 00000, President, Treasurer and Director.
September 1, 1995 continuing, Emerald Maritime Service, Inc., c/o Amway
Corporation, 0000 Xxxx Xxxxxx Xxxx, Xxx, Xxxxxxxx 00000, President and
Director.
September 1, 1995 continuing, Enterprise, Inc., c/o Amway Corporation, 0000
Xxxx Xxxxxx Xxxx, Xxx, Xxxxxxxx 00000, President, Treasurer and Director.
September 1, 1995 continuing, Magic Carpet Aviation, Inc., 0000 Xxxx Xxxxxx
Xxxx, Xxx, Xxxxxxxx 00000, President, Treasurer and Director.
September 1, 1995 continuing, Meadowbrooke Corp., c/o Amway Corporation,
0000 Xxxx Xxxxxx Xxxx, Xxx, Xxxxxxxx 00000, President, Treasurer and
Director.
September 1, 1995 continuing, Xxxxx Island Estate Ltd., c/o Amway
Corporation, 0000 Xxxx Xxxxxx Xxxx, Xxx, Xxxxxxxx 00000, President,
Treasurer and Director.
September 1, 1995 continuing, Ultimate Marketing Corp., c/o Amway
Corporation, 0000 Xxxx Xxxxxx Xxxx, Xxx, Xxxxxxxx 00000, President,
Treasurer and Director.
February 1998 continuing, Amway Mutual Fund Trust, 0000 Xxxx Xxxxxx Xxxx,
Xxx, Xxxxxxxx 00000, President, Treasurer and Director..
PROFESSIONAL ACTIVITIES:
Member of Advisory Board to the Xxxx of Business Administration,
Central Michigan University
Board of Directors of the American Cancer Society, Kent County Unit
Chairman of Development Task Force with American Cancer Society -
Michigan Division
Member of Advisory Board to the Accounting School, Grand Valley State
University
Board of Directors of the Protection Mutual Insurance Co.
Member of Board at Blythefield Country Club.
SCHEDULE RE BUSINESS HISTORY AND EDUCATION
X.X. XXXXXX INVESTMENT MANAGEMENT, INC.
EDUCATION AND BUSINESS BACKGROUNDS OF INDIVIDUALS WHO DETERMINE
GENERAL INVESTMENT ADVICE GIVEN TO CLIENTS:
XXXXXXXX, XXXXXXX X. (1948)
EDUCATION:
Harvard Business College (MBA 1976)
Harvard College (BA 1970)
BUSINESS BACKGROUND:
Xx. Xxxxxxxx joined the investment research department of Xxxxxx Guaranty's
Trust and Investment Division in 1976. Named as an assistant vice president in
1978, he moved to the Equity and Balanced Investment Management Group and was
named vice president in 1980 and managing director in 1985. From 1987 to 1997,
he was head of the X.X. Xxxxxx Investment Management, Inc.'s London office. Xx.
Xxxxxxxx is currently co-head of global investments, a member of the Board of
Directors, Vice Chairman and a managing director of X.X. Xxxxxx Investment
Management Inc.
XXXXXX, XXXXXX K (1962)
EDUCATION:
New York University (MBA 1991)
Harvard University (BA 1984)
BUSINESS BACKGROUND:
Xx. Xxxxxx is head of the Real Estate Group. Prior to assuming his current
responsibilities, Xx. Xxxxxx led the Mortgage Investment Strategy Group where,
as a portfolio manager, he specialized in both public and private mortgages and
other asset backed securities. He joined Xxxxxx in 1985 after playing in the
National Football League for the Buffalo Bills. Xx. Xxxxxx is a Managing
Director of the X.X. Xxxxxx Investment Management Inc.
XXXXX, XXXXX X. (1955)
EDUCATION:
The Xxxxx School of New York University (MBA 1990)
Columbia College (BA 1985)
BUSINESS BACKGROUND:
Xx. Xxxxx is a managing director of the X.X. Xxxxxx Investment Management Inc.
and is the head of U.S. Equity. Previously, Xx. Xxxxx had functional
responsibility for Global Research and served as Head of U.S. Equity Research.
Prior to joining Xxxxxx in 1984, Xx. Xxxxx held positions at The Home Insurance
Company and at Allstate Insurance Company.
SCHEDULE RE BUSINESS HISTORY AND EDUCATION
X.X. XXXXXX INVESTMENT MANAGEMENT, INC.
EDUCATION AND BUSINESS BACKGROUNDS OF INDIVIDUALS WHO DETERMINE
GENERAL INVESTMENT ADVICE GIVEN TO CLIENTS:
XXXXXX, XXXXXX X. (1962)
EDUCATION:
The Xxxxx School of New York University (MBA 1990)
Columbia College (BA 1985)
BUSINESS BACKGROUND:
Xx. Xxxxxx is a vice president of X.X. Xxxxxx Investment Management Inc. and is
head of the Singapore office. Xx. Xxxxxx joined Xxxxxx in New York in 1985 and
became a fixed income portfolio manager in 1988. He transferred to London
in1992, where he was a portfolio manager responsible for U.S. and global equity
portfolios. In September 1996, he moved to Singapore.
XXXXXX, XXXXXXXXXXX X. (1952)
EDUCATION:
Georgetown University (BSA/BA 1974)
Xx. Xxxxxx also attended Tulane University and has done graduate work at the New
York School for Social Research.
BUSINESS BACKGROUND:
Xx. Xxxxxx is a managing director of X.X. Xxxxxx Investment Management Inc. and
is the co-head of Global Investments, with additional functional responsibility
for Xxxxxx'x European Fixed Income business. Prior to assuming his current
responsibility, Xx. Xxxxxx was the global head of Fixed Income. From 1994 to
1996, he was head of the U.S. Fixed Income Group, after spending 14 years as a
fixed income portfolio manager for institutional clients. Xx. Xxxxxx joined
Xxxxxx in 1975 in the portfolio management area and moved into fixed income
trading for four years.
XXXXXX, XXXXXX X. (1956)
EDUCATION:
Cornell University (1977)
Graduate work at New York University
BUSINESS BACKGROUND:
Xx. Xxxxxx is a managing director of X.X. Xxxxxx Investment Management Inc. and
head of Global Fixed Income. Xx. Xxxxxx is also co-chairman of the Americas
Management Team. Xx. Xxxxxx moved to X.X. Xxxxxx Investment Management in 1987
after spending nine years with X.X. Xxxxxx'x Corporate Finance Group. Starting
in active fixed income portfolio management, in 1990 he became head of the
private placement investment area.
SCHEDULE RE BUSINESS HISTORY AND EDUCATION
X.X. XXXXXX INVESTMENT MANAGEMENT, INC.
EDUCATION AND BUSINESS BACKGROUNDS OF INDIVIDUALS WHO DETERMINE
GENERAL INVESTMENT ADVICE GIVEN TO CLIENTS:
XXXXX, XXXXXX X. (1952)
EDUCATION:
The Xxxxxxx School of the University of Pennsylvania (MBA 1976)
St. Peter's College (BS 1974)
BUSINESS BACKGROUND:
Xx. Xxxxx joined the Investment Research Department of Xxxxxx Guaranty's Trust
and Investment Division in 1976 and was made a vice president in 1980. He moved
to the Division's equity group in 1982 as an equity portfolio manager. In 1984,
he returned to research as head of the Division's equity research group. Xx.
Xxxxx is currently global head of Equities and head of the macro-research group.
He is a managing director of X.X. Xxxxxx Investment Management Inc.
XXXX, XXXXXX X. (1957)
BUSINESS BACKGROUND:
Xx. Xxxx is a managing director of X.X. Xxxxxx Investment Management Inc. and is
the head of the Emerging Markets Group and Global Functional Head of Currency.
He is also responsible for global currency management and the firm's
multi-markets and hedge fund activities. Prior to assuming these
responsibilities, Xx. Xxxx was Global Head of Investments. From 1994 to 1996, he
was the Global Functional Head of Fixed Income, after spending several years
responsible for the non-U.S. fixed income portfolio management activities of the
firm. He joined Xxxxxx in 1975, becoming a portfolio manager in 1983.
XXXXX, XXXXXXXX X. (1958)
EDUCATION:
UC Berkeley (MBA 1981)
University of Florida (BS 1979)
BUSINESS BACKGROUND:
Xx. Xxxxx is global head of Asset Allocation and Balanced Account Management
worldwide, a position he assumed in 1994. Previously, he was co-head of the
Fixed Income group. Xx. Xxxxx joined Xxxxxx in 1981 as a member of the Research
Department, doing quantitative research on all asset classes. He is a Chartered
Financial Analyst. Xx. Xxxxx is a managing director of X.X. Xxxxxx Investment
Management Inc.
SCHEDULE RE BUSINESS HISTORY AND EDUCATION
X.X. XXXXXX INVESTMENT MANAGEMENT, INC.
EDUCATION AND BUSINESS BACKGROUNDS OF INDIVIDUALS WHO DETERMINE
GENERAL INVESTMENT ADVICE GIVEN TO CLIENTS:
XXXXXX, XXXXXX X. (1953)
EDUCATION:
Graduate work at New York University
State University of New York at Albany (1975)
BUSINESS BACKGROUND:
Xx. Xxxxxx is a managing director of X.X. Xxxxxx Investment Management Inc. and
is head of the U.S. Fixed Income Group. Xx. Xxxxxx is responsible for U.S.
active fixed income strategy and the coordination of global fixed income
strategy for U.S. investors. He also has oversight responsibility for short-term
and intermediate fixed income products and the Stable Value Product. Xx. Xxxxxx
joined Xxxxxx Guaranty in 1975 as a trader of money market and U.S. Government
securities before becoming a portfolio manager. Moving to London in 1986, he
managed both dollar and non-dollar fixed income portfolios and returned to New
York in 1989.
XXXXXX, XXXXXXXX X. (1956)
EDUCATION:
Xxxxxxx School, University of Pennsylvania (MBA 1988)
State University of New York (BA 1979)
BUSINESS BACKGROUND:
Xx. Xxxxxx is a managing director of X.X. Xxxxxx Investment Management Inc. Xx.
Xxxxxx joined X.X. Xxxxxx Investment in 1997 as a Vice President. He is the Head
of the Private Equity Group. Prior to joining JPMIM in 1997, Xx. Xxxxxx spent 17
years with AT&T Investment Management Corp. (ATTIMCO), an investment management
subsidiary of AT&T, where he was responsible for managing the public and private
equity and fixed income portion of $80 billion in corporate employee benefit
funds. He is also a Chartered Financial Analyst (CFA) and a Certified Public
Accountant (CPA). He serves on the Board of Directors at Xxxxxxxx Services Corp.
and Falcon Cable Corp. He is the Treasurer at Xxxxxxx Xxxxxxxxx, Quality Award
Foundation. He is also on numerous Private Equity Advisory Boards such as Xxxxxx
Xxxxxxx Capital Partners, New Enterprises Associates, APA Excelsior, Accel,
Asian Infrastructrue, Xxxxxx Capital, Xxxxxxx & Xxxxxxxx, XX Associates,
Saunders, Karp, Xxxxxx, North Bridge Ventures and Prudential Asia.
SCHEDULE RE BUSINESS HISTORY AND EDUCATION
X.X. XXXXXX INVESTMENT MANAGEMENT, INC.
EDUCATION AND BUSINESS BACKGROUND OF XXXXXX'X BOARD OF DIRECTORS AND
OTHER CHIEF OFFICERS:
XXXXXXXX, XXXXXXX X.
See previous discussion of individual who determine investment advice.
DELLA XXXXXX, XXXXXXX XXXX XX. (1960)
EDUCATION:
University of Virginia (JD 1985)
Boston College (BS 1982)
BUSINESS BACKGROUND:
Xx. Xxxxx Xxxxxx is the global head of Legal for Asset Management Services,
incorporating X.X. Xxxxxx Investment Management and the Private Client Group.
Prior to joining Xxxxxx in 1994, Xx. Xxxxx Xxxxxx was an Associate in the
Corporation Department of the law firm Xxxxx Xxxx & Xxxxxxx. Mr. Dell Pietra
worked in the Legal Department in Hong Kong before moving to New York in 1998 to
head the Asset Management Legal Department. Xx. Xxxxx Xxxxxx is a managing
director and the Secretary of X.X. Xxxxxx Investment Management Inc.
XXXXXXX, XXXX XXXXXXX (1952)
EDUCATION:
Columbia University (MBA 1981)
Harvard College (BS 1976)
BUSINESS BACKGROUND:
Xx. Xxxxxxx is head of Institutional Clients for the Americas and co-chair of
the America's Management team. Before assuming his current responsibilities, Xx.
Xxxxxxx was global head of Defined Contribution and Mutual Funds businesses.
Prior to moving to X.X. Xxxxxx Investment Management in 1994, he held a variety
of positions with X.X. Xxxxxx including head of private equity in UPMSI. Xx.
Xxxxxxx joined Xxxxxx in 1981. Xx. Xxxxxxx is a member of the Board of Directors
and is a managing director or X.X. Xxxxxx Investment Management Inc.
XXXXXXX, XXXXX X. (1959)
EDUCATION:
University of Delaware (BS 1981)
BUSINESS BACKGROUND:
Xx. Xxxxxxx is the Chief Financial Officer and controller of Xxxxxx. Xx. Xxxxxxx
joined Xxxxxx in 1984 after working in public accounting. Prior to assuming his
current responsibilities, Xx. Xxxxxxx served as the Controller of Xxxxxx
Guaranty Trust Company in Sao Paolo, Brazil. Xx. Xxxxxxx is a Certified Public
Accountant. Xx. Xxxxxxx is a Vice President of X.X. Xxxxxx Investment Management
Inc.
SCHEDULE RE BUSINESS HISTORY AND EDUCATION
X.X. XXXXXX INVESTMENT MANAGEMENT, INC.
EDUCATION AND BUSINESS BACKGROUND OF XXXXXX'X BOARD OF DIRECTORS AND
OTHER CHIEF OFFICERS:
XXXXXXXXX, XXXXX X. (1951)
EDUCATION:
Harvard Business (BA 1973)
BUSINESS BACKGROUND:
Xx. Xxxxxxxxx joined Xxxxxx Guaranty in 1973. He was named an assistant vice
president and fixed income manager in 1978, specializing in publicly traded
fixed income securities. Appointed a vice president in 1980, he became a senior
investment officer in 1982 and head of the fixed income group in 1983. Xx.
Xxxxxxxxx is the president and managing director of X.X. Xxxxxx Investment
Management Inc. and a member of its Board of Directors.
XXXXXXXXX, XXXX XXXXXXX (1947)
EDUCATION:
St. John's University (BS 1969)
BUSINESS BACKGROUND:
Xx. Xxxxxxxxx is head of Technology and Operations for Asset Management
Services, incorporating X.X. Xxxxxx Investment Management and the Private Client
Group. He began his career at X.X. Xxxxxx in 1969 in Stock Transfer, becoming
head of the department in 1985. In 1986, he was promoted from senior vice
president of Xxxxxx Guaranty Trust Co. to president of Xxxxxx Shareholder
Services Trust, formed that year as a wholly-owned subsidiary of X.X. Xxxxxx &
Co. In 1988, Xx. Xxxxxxxxx was reassigned to head Treasury Operations in New
York. In 1991, he relocated to London to head Technology and Operations in
Global Technology Operations--Europe. In 1993, he returned to New York to become
Global Business Head of Securities Trust and Information Services, which
included all of the operating products. In 1997, he became head of Global
Technology and Operations for the newly-formed Asset Management Services. Xx.
Xxxxxxxxx is a member of the Board of Directors and is a managing director of
X.X. Xxxxxx Investment Management Inc.
SLOANE, XXXXXX XXXX (1950)
EDUCATION:
Xxxxx College (BA 1973)
BUSINESS BACKGROUND:
Xx. Xxxxxx is the global head of Human Resources for Asset Management Services,
incorporating X.X. Xxxxxx Investment Management and the Private Client Group.
Prior to joining JPMIM, she was with the X.X. Xxxxxx'x Employee Relations,
Staffing and Technology Department from 1992-1995. She has held numerous
positions in Global Markets, including as Chief Operating Officer from
1989-1992. Xx. Xxxxxx joined Xxxxxx in 1973. Xx. Xxxxxx is a member of the Board
of Directors and is a managing director of X.X. Xxxxxx Investment Management
Inc.
SCHEDULE RE BUSINESS HISTORY AND EDUCATION
X.X. XXXXXX INVESTMENT MANAGEMENT, INC.
EDUCATION AND BUSINESS BACKGROUND OF XXXXXX'X BOARD OF DIRECTORS AND
OTHER CHIEF OFFICERS:
XXX XXXXXX, XXXXXXX (1957)
EDUCATION:
Catholic University of Louvain (Belgium) (MBA)
Purdue University (MA)
USFIA (Belgium) (BA)
BUSINESS BACKGROUND:
Xx. Xxx Xxxxxx is head of AMS Asia and President and CEO of X.X. Xxxxxx Trust
Bank in Japan. He joined X.X. Xxxxxx in Brussels in 1983 and has undertaken
assignments with X.X. Xxxxxx in Foreign Exchange, Corporate Finance, Securities
Clearing and Lending and Fixed Income Sales and Trading Management, with
assignments locations in Brussels, New York, Tokyo, and Singapore. Xx. Xxx
Xxxxxx is a member of the Board of Directors and is a managing director of X.X.
Xxxxxx Investment Management Inc.
XXX XXXX, XXXXXXX XXXXXXXXX XXXXXXXX (1950)
EDUCATION:
New York University (MBA 1974) (BA 1972)
BUSINESS BACKGROUND:
Xx. xxx Xxxx is head of Asset Management Services Europe, including X.X. Xxxxxx
Investment Management Inc. Prior to assuming this responsibility, he was head of
the Investment Management European client group. He joined Xxxxxx'x Treasury
Operation in 1983 and held various positions in Brazil, Belgium, the UK, and
Italy before joining Investment Management in New York in 1995. Xx. xxx Xxxx is
a member of the Board of Directors and is a managing director of X.X. Xxxxxx
Investment Management Inc.
SCHEDULE RE BUSINESS HISTORY AND EDUCATION
XXX XXXXXX MANAGEMENT INC.
POWERS, XXXXXXX XXXXXXX III (1946)
EDUCATION:
Columbia University (MBA-Finance & Accounting, 1972) Boston College (BS-Science
& Marketing, 1967)
BUSINESS BACKGROUND:
CURRENTLY:
Director, CEO, President and Chairman of:
Xxx Xxxxxx System Inc. (since 6/98)
American Capital Contractual Services, Inc. (since 6/98)
Xxx Xxxxxx Investments Inc. (since 6/98)
Xxx Xxxxxx Exchange Corporation (since 6/98)
Director, CEO and Chairman of:
Xxx Xxxxxx Recordkeeping Services Inc. (6/98)
Director and CEO of:
Xxx Xxxxxx Management Inc. (since 6/98)
Xxx Xxxxxx Advisors Inc. (since 6/98)
Xxx Xxxxxx Asset Management Inc. (since 6/98)
Xxx Xxxxxx Investment Advisory Corp. (since 6/98)
Xxx Xxxxxx Funds Inc. (since 6/98)
Xxx Xxxxxx Investor Services Inc. (since 6/98)
Director and CEO of:
Xxx Xxxxxx Insurance Agency of Illinois Inc. (since 6/98)
Executive Vice President and Director of Marketing of:
Xxxxxx Xxxxxxx Xxxx Xxxxxx & Co. (since 6/72)
President, Chief Executive Office and Chairman of:
River View International Inc. (since 8/98)
XX. XXXXXX HAS SERVED AS:
Director, President and Chief Executive Officer of:
VK/AC Holding, Inc. (7/98-7/98)
SCHEDULE RE BUSINESS HISTORY AND EDUCATION
XXX XXXXXX MANAGEMENT INC.
XXXXXXXXX, XXXXXX XXXX (1942)
EDUCATION:
University of California, Los Angeles (UCLA) (MA-Economic Theory, 1968)
Loyola University of Chicago (BS-Economics, 1965)
BUSINESS BACKGROUND:
CURRENTLY:
Director & Chairman of:
MCM Asia Pacific Co., LTD (since 10/88)
Director, President & COO of:
Xxx Xxxxxx Management Inc. (since 1/92)
Xxx Xxxxxx Investment Advisory Corp. (since 3/83)
Xxx Xxxxxx Asset Management Inc. (since 6/95)
Xxx Xxxxxx Advisors Inc. (since 6/95)
Director & Executive Vice President of:
Xxx Xxxxxx Investments Inc. (since 2/93)
Director of:
Global Decisions Group LLC (since 4/85)
MCM Group, Inc. (since 8/96)
XxXxxxxx, Xxxxxxxx & Xxxxxx, X.X. (since 2/92)
XxXxxxxx, Xxxxxxxx & Xxxxxx, Inc. (since 5/85)
Agent of:
Xxx Xxxxxx Funds Inc. (since 3/83)
XX. XXXXXXXXX HAS SERVED AS:
Director & Executive Vice President of:
VK/AC Holding, Inc. (2/93-7/98)
Director of:
Van Xxxxxx Xxxxxxx Equity Holdings Corp. (4/92-4/97)
Director & President of:
Van Xxxxxx Xxxxxxx Equity Advisors Corp. (4/92-5/98)
Director & Chairman of:
VSM Inc. (7/94-7/96)
Director, President & COO of:
VCJ Inc. (7/94-7/96)
SCHEDULE RE BUSINESS HISTORY AND EDUCATION
XXX XXXXXX MANAGEMENT INC.
XXXXX, XXXXXXX XXXXXX (1951)
EDUCATION:
Xxxxx University (BA-Accounting, 1973)
BUSINESS BACKGROUND:
CURRENTLY:
Executive Vice President & CFO of:
Xxx Xxxxxx Trust Company (since 12/94)
Xxx Xxxxxx Investor Services Inc. (since 12/94)
Executive Vice President, CFO & Director of:
River View International Inc. (since 8/98)
Xxx Xxxxxx Insurance Agency of Illinois Inc. (since 3/96)
Xxx Xxxxxx Advisors Inc. (since 12/94)
American Capital Contractual Services, Inc. (since 12/94)
Xxx Xxxxxx Exchange Corp. (since 12/94)
Xxx Xxxxxx Investments Inc. (since 9/91)
Xxx Xxxxxx Recordkeeping Services Inc. (since 1/97)
Xxx Xxxxxx System Inc. (since 5/96)
Xxx Xxxxxx Asset Management Inc. (since 12/94)
Xxx Xxxxxx Management Inc. (since 1/92)
Xxx Xxxxxx Investment Advisory Corp. (since 9/87)
Xxx Xxxxxx Funds Inc. (since 7/86)
Chairman of the Board of:
Alliance Banc Corp. (since 7/90)
XX. XXXXX HAS SERVED AS:
Executive Vice President, Director, CFO and Treasurer of:
Van Xxxxxx Xxxxxxx Equity Holdings Corp. (4/92-4/97)
Van Xxxxxx Xxxxxxx Equity Advisors Corp. (4/92-5/98)
Executive Vice President, Director and CFO of:
VCJ Inc. (7/94-7/96)
VK/AC Holding, Inc. (2/93-7/98)
Executive Vice President, CFO and Treasurer of:
American Capital Shareholders, Inc. (12/94-7/96)
Executive Vice President & CFO of:
VSM Inc. (7/94-7/96)
Senior Vice President, CFO & Treasurer of:
American Capital Management and Research, Inc. (12/94-1/95)
American Capital T.A., Inc. (12/94-12/94)
SCHEDULE RE BUSINESS HISTORY AND EDUCATION
XXX XXXXXX MANAGEMENT INC.
XX. XXXXX HAS SERVED AS - CONTINUED:
Vice President, CFO & Treasurer of:
Xxx Xxxxxx American Capital Services, Inc. (12/94-4/97)
American Capital Partner, Inc. (12/94-12/94)
American Capital Custodial Services, Inc. (12/94-12/94)
Common Sense Investment Advisors (12/94-12/94)
Vice President & CFO of:
Xxx Xxxxxx/American Capital Marketing, Inc. (12/94-1/95)
Vice President of:
Advantage Capital Credit Services, Inc. (12/94-4/97)
Advantage Capital Corp. (12/94-1/96)
Advantage Capital Insurance Agency, Inc. (12/94-1/96)
Advantage Capital Insurance Agency of Alabama, Inc.
(12/94-1/96)
Advantage Capital Insurance Agency of Hawaii, Inc.
(12/94-1/96)
Advantage Capital Insurance Agency of Massachusetts, Inc.
(12/94-1/96)
Advantage Capital Insurance Agency of Ohio, Inc. (12/94-1/96)
Advantage Capital Insurance Agency of Oklahoma, Inc.
(12/94-1/96)
Asst. Treasurer of:
XxXxxxxx, Xxxxxxxx & Xxxxxx, Inc. (6/95-8/96)
SCHEDULE RE BUSINESS HISTORY AND EDUCATION
XXX XXXXXX MANAGEMENT INC.
SANTO, XXXXXXX X. (1955)
EDUCATION:
St. John's University (MBA-Controllership, 1980)
Villanova University (BBA-Accounting, 1977)
BUSINESS BACKGROUND:
CURRENTLY:
Director, Executive Vice President and Chief Administrative Officers of:
Xxx Xxxxxx Management Inc. (since 12/98)
Xxx Xxxxxx Advisors Inc. (since 12/98)
Xxx Xxxxxx Asset Management Inc. (since 12/98)
Xxx Xxxxxx Investment Advisory Corp. (since 12/98)
Xxx Xxxxxx Funds Inc. (since 12/98)
Xxx Xxxxxx Investor Services Inc. (since 12/98)
Director of:
American Capital Contractual Service, Inc. (since 12/98)
Xxx Xxxxxx Exchange Corporation Inc. (since 12/98)
Xxx Xxxxxx Insurance Agency of Illinois, Inc.
Xxx Xxxxxx Recordkeeping Services Inc. (since 12/98)
Xxx Xxxxxx System Inc. (since 12/98)
Executive Vice President and Chief Administration Office of:
Xxx Xxxxxx Investments Inc. (since 12/98)
XX. XXXXX HAS SERVED AS:
First VP and Asst. Controller of:
Xxxx Xxxxxx Xxxxxxxx Inc. (4/84-11/98)
SCHEDULE RE BUSINESS HISTORY AND EDUCATION
XXX XXXXXX MANAGEMENT INC.
XXXXX, X. XXXXXX III (1956)
EDUCATION:
St. Louis University Law School (JD, 1984)
St. Louis Business School (MBA, 1983)
Wabash College (BA-Religion & Philosophy)
BUSINESS BACKGROUND:
CURRENTLY:
Director, Executive Vice President, Gen. Coun. and Assistant Secretary of:
Xxx Xxxxxx Management Inc. (since 2/99)
Xxx Xxxxxx Advisors Inc. (since 2/99)
Xxx Xxxxxx Asset Management Inc. (since 2/99)
American Capital Contractual Services, Inc. (since 2/99)
Xxx Xxxxxx Exchange Corp. (since 2/99)
Xxx Xxxxxx Insurance Agency of Illinois Inc. (since 2/99)
Xxx Xxxxxx Investment Advisory Corp. (since 2/99)
Xxx Xxxxxx Investor Services Inc. (since 2/99)
Xxx Xxxxxx Recordkeeping Services Inc. (since 2/99)
River View International Inc. (since 2/99)
Xxx Xxxxxx System Inc. (since 2/99)
Xxx Xxxxxx Funds Inc. (since 2/99)
Director, Executive Vice President, Gen. Coun. and Secretary of:
Xxx Xxxxxx Investments Inc. (since 2/99)
XX. XXXXX HAS SERVED AS:
Vice President and Assoc. Gen. Counsel of:
New York Life Insurance Company 1/94-1/99)
SCHEDULE RE BUSINESS HISTORY AND EDUCATION
XXX XXXXXX MANAGEMENT INC.
XXXXXXXX, XXXXX XXXXXXX (1957)
EDUCATION:
University of Illinois (Major in Design, 1975-1979)
BUSINESS BACKGROUND:
CURRENTLY:
Vice President & COO of:
Xxx Xxxxxx Management Inc. (since 1/92)
Xxx Xxxxxx Investments Inc. (since 9/91)
Xxx Xxxxxx Investment Advisory Corp. (since 1/89)
Xxx Xxxxxx Funds Inc. (since 5/85)
Xxx Xxxxxx Asset Management Inc. (since 6/95)
Xxx Xxxxxx Advisors Inc. (since 6/95)
Xxx Xxxxxx Investor Services Inc. (since 6/95)
Xxx Xxxxxx Insurance Agency of Illinois Inc. (since 3/96)
Xxx Xxxxxx Recordkeeping Services Inc. (since 1/97)
CCO of:
XxXxxxxx, Xxxxxxxx & Xxxxxx, X.X. (since 12/92)
XX. XXXXXXXX HAS SERVED AS:
Vice President & CCO of:
VSM Inc. (7/94-7/96)
VCJ Inc. (7/94-7/96)
CCO of:
Van Xxxxxx Xxxxxxx Global Emerging Markets Advisor, L.P.
(7/94-1/96)
XxXxxxxx, Xxxxxxxx & Xxxxxx, Inc. (0/00-0/00)
Xxx Xxxxxx Xxxxxxx Equity Advisors Corp. (4/92-5/98)
SCHEDULE RE BUSINESS HISTORY AND EDUCATION
XXX XXXXXX MANAGEMENT INC.
XXXXXXXX, XXXXXX XXXXX (1943)
EDUCATION:
University of Iowa (Ph.D.-Finance and Monetary Economics, 1976)
University of Iowa (MA-Finance and Monetary Economics, 1969)
University of Iowa (BBA-Finance and Monetary Economics, 1965)
BUSINESS BACKGROUND:
CURRENTLY:
Senior Vice President of:
Xxx Xxxxxx Management Inc. (since 1/92)
Agent of:
Xxx Xxxxxx Funds Inc. (since 4/87)
XX. XXXXXXXX ALSO SERVED AS:
Senior Vice President of:
Xxx Xxxxxx American Capital Investment Advisory Corp.
(4/87-3/98)
ARK ASSET MANAGEMENT CO., INC.
GROWTH-AT-A-REASONABLE PRICE (GARP) TEAM BIOGRAPHIES
CLIENT COMMUNICATIONS
Xxxxxx X. Xxxxxxx, Xx., Managing Director
B.S., M.B.A., Graduate Assistant-Economics, St John's University (1973)
Managing Director, Equity Portfolio Management Services, Ark Asset
management Co., Inc. (1989-Present)
Senior Vice President, Xxxxxx management Co., Inc. (1983-1989)
Vice President, Director of New Business/Client Servicing, Institutional
Investment Division, Citibank (1978-1982)
Vice President, Director of Marketing, Asset Management Division, Loeb
Xxxxxxx & Co., Inc. (1974-1978)
PORTFOLIO MANAGERS
C. Xxxxxxx Xxxxxx, CFA, Vice-Chairman
B.S., University of Utah (1963)
M.B.A., Columbia Graduate School of Business Admin. (1965)
Vice-Chairman, Ark Asset Management Co., Inc. (1989-Present)
Vice-Chairman, Xxxxxx Management Co., Inc. (1985-1989)
President, The Xxxxxx Corporation
Vice-Chairman, The Xxxxxx Investors Fund, Inc. (1984-1985)
Executive Vice President & Director, Xxxxxx Management Co., Inc.
(1974-1984)
Managing Director, Xxxxxx Brothers, Executive Vice President & Director,
The One Xxxxxxx Street Fund (1973-1984) Vice President & Director of
Research, The Xxxxxx Corporation (1970-1973) Security Analyst, The Xxxxxx
Corporation (1965-1970)
Xxxx X. Xxxxxx, CFA, Managing Director
B.A., University of Pennsylvania (1973-1976)
M.B.A., Harvard Business School (1978-1980)
Managing Director, Ark Asset Asset Management Co., Inc. (1993-Present)
Equity Portfolio Manager, Managing Partner (Pasadena Office),
Xxxxxx, Xxxxxx (1984-1993)
Equity Portfolio Manager, First Pacific Advisors (1980-1983)
Lending Representative, National Bank of North America (1976-1978)
ARK ASSET MANAGEMENT CO., INC.
GROWTH-AT-A-REASONABLE PRICE (GARP) TEAM BIOGRAPHIES
-2-
PORTFOLIO MANAGERS
Xxxxxx X. Xxxxxxx, Managing Director
B.S., Pennsylvania State University (1965)
M.B.A., Northwestern Graduate School of Management (1966)
Managing Director, Ark Asset Management Co., Inc. (1990-Present)
Managing Director, Equitable Capital management Corp. (1986-1990)
Managing Director, Equitable Investment Management Corp. (1981-1986)
Portfolio Manager, Xxxxxxxxx & Xxxxxx (1981)
Vice President, Equitable Life (1969-1980)
1st Lieutenant, U.S. Army (1966-1968)
Xxxxxxx X. Xxxxxxxxxxx, CFA, Managing Director
B.S., M.B.A., Boston University (1972)
Managing Director, Ark Asset Management Co., Inc. (1993-Present)
Senior Manager & Portfolio Manager, Ark Asset Management Co., Inc.
(1989-1993)
First Vice President & Analyst/Portfolio Manager, Xxxxxx Management Co.,
Inc. (1988-1989)
Vice President & Analyst/Portfolio Manager, Xxxxxx Capital (1987-1988)
First Vice President & Security Analyst, Xxxxxx Management Co., Inc.
(1983-1987)
Senior Investment Officer, Mellon Bank East (1972-1983)
Xxxxx X. Xxxxxxx, Senior Manager
B.A., Xxxxxxxx College (1982)
M.B.A., New York University, Xxxxx School of Business (1989)
Portfolio Manager, Ark Asset Management Co., Inc. (1995-Present)
Portfolio Manager/Analyst, Xxxxxxxx Xxxxxxxx Institutional Investors (1994)
Vice President, Xxxxxxxx Xxxxxxxx Institutional Investors (1992-1994)
Associate, Xxxxxx Xxxxxxx Asset Management (1991-1992)
Assistant Trader, Spear, Leeds & Xxxxxxx, Inc. (1986-1987)
Investment Executive, Xxxxx Xxxxxx, Inc. (1985-1986)
Registered Representative, Xxxxxxx Xxxxx & Co. (1983-1985)
SCHEDULE RE BUSINESS HISTORY
STATE STREET RESEARCH AND MANAGEMENT COMPANY
Xxxxxxxxx, Xxxxx Vice President State Street Research & Management Co.
Bangs, Xxxxx X. Vice President State Street Research & Management Co.
Xxxxxxxx, Xxx X. Vice President State Street Research & Management Co.
Xxxxxxx, Xxxxxxx X. Vice President State Street Research & Management Co.
Xxxxxxx, Xxxxx X. Director & Executive State Street Research & Management Co.
Vice President
Vice President State Street Research Capital Trust
Vice President State Street Research Exchange Trust
Vice President State Street Research Financial Trust
Vice President State Street Research Growth Trust
Vice President State Street Research Master Investment Trust
Vice President State Street Research Equity Trust
Director State Street Research Investment Services, Inc.
Director & Chairman Boston Private Bank & Trust Co.
of Exec. Comm.
Vice President State Street Research Income Trust
Vice President State Street Research Portfolios, Inc.
Vice President State Street Research Securities Trust
President & Director Christian Camps & Conferences, Inc.
Chairman & Trustee Xxxxxx College
Xxxxxxx, Xxxxxxxx Vice President State Street Research & Management Co.
Xxxxxxxxxx, Xxxx Xx. Vice President State Street Research & Management Co.
Vice President-4/98 State Street Research & Management Co.
(until 4/98)
Vice President Xxxxxxxxxx Securities
(until 6/97)
Xxxx, Xxxxxxx X. Xx. Vice President State Street Research & Management Co.
Vice President State Street Research & Management Co.
(until 4/98)
Xxxxxxxxx, Xxxxx Vice President State Street Research & Management Co.
Xxxxx, Xxxxx X. Vice President State Street Research & Management Co.
Xxxxxx, Xxxxxx X. Vice President State Street Research & Management Co.
Xxxxxxx, Xxxx X. Xx. Vice President Xxxxx Xxxxxx Xxxxxxxx & Xxxxxxxxxx Xx.
Xxxxxxx, Xxxxx X. Xx. Vice President State Street Research & Management Co.
Vice President State Street Research & Management Co.
(until 4/98)
Vice President State Street Research Capital Trust
Xxxxxx, Xxxx X. Vice President and State Street Research & Management Co.
and Assistant Secretary
Vice President and State Street Research Energy, Inc.
Assistant Counsel
Xxxxxxx, Xxxxxx X. Xx. Vice President State Street Research & Management Co.
Vice President State Street Research & Management Co.
(until 4/98)
Assistant Treasurer State Street Research Equity Trust
Assistant Treasurer State Street Research Financial Trust
Assistant Treasurer State Street Research Income Trust
Assistant Treasurer State Street Research Money Market Trust
Assistant Treasurer State Street Research Tax-Exempt Trust
Assistant Treasurer State Street Research Capital Trust
Assistant Treasurer State Street Research Exchange Trust
Assistant Treasurer State Street Research Growth Trust
Assistant Treasurer State Street Research Master Investment Trust
Assistant Treasurer State Street Research Securities Trust
Assistant Treasurer State Street Research Portfolios, Inc.
Xxxxxxxx, Xxxxx X. Vice President State Street Research & Management Co.
Vice President State Street Research Investment Services, Inc.
Xxxxxxxx, Jr., Xxxx X. Vice President State Street Research & Management Co.
Vice President State Street Research Tax-Exempt Trust
Xxxxxxx, Xxxxxx X. Vice President State Street Research & Management Co.
Xxxxxx, Xxxxxxxx X. Vice President and State Street Research & Management Co.
Counsel, and Asst.
Secretary
Vice President and Keystone-Evergreen
Counsel (until 2/98)
X'Xxxx, Xxxxxx Vice President Xxxxx Xxxxxx Xxxxxxxx & Xxxxxxxxxx Xx.
Xxxx, Xxxxxxx X. Vice President State Street Research & Management Co.
Vice President Wellington Management Company
(until 9/97)
XxXxxxx, Xxxxxx Vice President State Street Research & Management Co.
XxXxxxx, Xxxxx X.X. Vice President State Street Research & Management Co.
Sr. Vice President State Street Research Investment Services, Inc.
Xxxxxxx, Xxxxxx X. Xx. Vice President State Street Research & Management Co.
Vice President State Street Research Securities Trust
Xxxxx, Xxxxx X. Vice President State Street Research & Management Co.
Xxxxxx, Xxxxxxxxx Xx. Vice President State Street Research & Management Co.
Sr. Portfolio Manager Chancellor Capital Management
(until 2/98)
Xxxxxx, Xxxxx X. Xx. Vice President State Street Research & Management Co.
Even, Xxxxx X. Vice President State Street Research & Management Co.
Xxxxxxxx, Xxxx X. Vice President State Street Research & Management Co.
Fee, Xxxxxxx X. Vice President State Street Research & Management Co.
Vice President CIGNA Retirement & Investment Services
(until 3/97)
Vice President State Street Research Investment Services, Inc.
Xxxxxxxxx, Xxxxxxxx Vice President State Street Research & Management Co.
Xxxxx, Xxxxxx X. Vice President State Street Research & Management Co.
Xxxxxxxx, Jr., Xxx Vice President State Street Research & Management Co.
Xxxxx, Xxxxxx Vice President State Street Research & Management Co.
Vice President State Street Research Investment Services, Inc.
Xxxxxxx, Xxxxxxx X. Xx. Vice President State Street Research & Management Co.
Xxxx, Xxxxxxxx R. Sr. Vice President State Street Research & Management Co.
Vice President State Street Research Equity Trust
Vice President State Street Research Income Trust
Vice President State Street Securities Trust
Xxxxxx, Xxxx X. Vice President State Street Research & Management Co.
Xxxxxx, Electra Vice President State Street Research & Management Co.
Xxxxx, Xxxx Vice President State Street Research & Management Co.
Xxxxxxx, Xxxxxxx Vice President State Street Research & Management Co.
Xxxxxxxx, Xxxxx X. Vice President State Street Research & Management Co.
Xxxxxxxx, Jr., Xxxxxxx X. Xx. Vice President State Street Research & Management Co.
Treasurer & Director Xxxxx Memorial and Xxxxxxxx House
Treasurer & Director Nautical & Aviation Publishing Company, Inc.
Treasurer & Director North Xxxxxx Institute
Xxxxxx, Xxxxxxx Vice President State Street Research & Management Co.
Haverty, Jr., Xxxxxxxx X. Xx. Vice President State Street Research & Management Co.
Vice President State Street Research Capital Trust
Xxxxx, Xxxxx X. Vice President State Street Research & Management Co.
Xxxxxxx, Xxxxxx X. Vice President State Street Research & Management Co.
Xxxxxxx, Xxxxxx Xx. Vice President State Street Research & Management Co.
Managing Director Zurich Investment Management
(until 1/98)
Sr. Vice President State Street Research Investment Services, Inc.
Xxxxx, Xxxxx X. Vice President State Street Research & Management Co.
Xxxxxxx, Jr., X. Xxxxxxx Xx. Vice President State Street Research & Management Co.
Vice President State Street Research Equity Trust
Trustee Certain trusts of related and non-related
Individuals
Trustee & Chairman Xxxxxxx Memorial Hospital
of the Board
Xxxxxxxx, Xxxxxxxxx X. Xx. Vice President State Street Research & Management Co.
Vice President and State Street Research Investment Services, Inc.
Asst. Treasurer
Vice President and SSRM Holdings, Inc.
Asst. Treasurer
Vice President and Metlife Securities, Inc.
Controller (until 1/97)
Xxxxx, Xxxxxxx Xx. Vice President State Street Research & Management Co.
Portfolio Manager Frontier Capital Management
(until 1/98)
Vice President State Street Research Capital Trust
Xxxxxx, Xxxx X. Xx. Vice President State Street Research & Management Co.
Vice President State Street Research Financial Trust
Vice President State Street Research Income Trust
Vice President State Street Research Money Market Trust
Vice President State Street Research Portfolios, Inc.
(until 11/98)
Vice President State Street Research Tax-Exempt Trust
Vice President State Street Research Securities Trust
Trustee 705 Realty Trust
Xxxxxx, M. Xxxxxxxxx Vice President State Street Research & Management Co.
Vice President State Street Research Investment Services, Inc.
Xxxx, Xxxxxxx Vice President State Street Research & Management Co.
Xxxxxxxxx, Xxxxx X. Vice President State Street Research & Management Co
Vice President State Street Research Money Market Trust
Xxxx, Xxxxxxx Vice President State Street Research & Management Co.
Vice President State Street Research Investment Services, Inc.
Xxxxxxx, Xxxxxxx X. Xx. Vice President State Street Research & Management Co.
Vice President State Street Research & Management Co.
(until 4/98)
Vice President State Street Research Capital Trust
Xxxx, Xxxxxxx X. Vice President State Street Research & Management Co.
Langholm, Knut Vice President State Street Research & Management Co.
Director State Street Research (Luxembourg)
Xxxxx, Xxxxxx X. Vice President State Street Research & Management Co.
Xxxxxxxx, Xxxxx X. Vice President State Street Research & Management Co.
Xxxxxxxx, Xxxx X. Vice President State Street Research & Management Co.
Business Analyst Fidelity Investments
Marinella, Xxxx X. Xx. Vice President State Street Research & Management Co.
Portfolio Manager STW Fixed Income Management, Ltd.
(until 9/98)
Xxxxxx, Xxxxxxxxxx X. Vice President State Street Research & Management Co.
XxXxxxxx, III, Xxxxxxx X. Executive Vice State Street Research & Management Co.
President, Secretary
and General Counsel
Executive Vice State Street Research Investment Services, Inc.
President, Clerk
General Counsel
Sec'y & Gen'l Counsel State Street Research Master Investment
Trust
Sec'y & Gen'l Counsel State Street Research Capital Trust
Sec'y & Gen'l Counsel State Street Research Exchange Trust
Sec'y & Gen'l Counsel State Street Research Growth Trust
Sec'y & Gen'l Counsel State Street Research Securities Trust
Sec'y & Gen'l Counsel State Street Research Equity Trust
Sec'y & Gen'l Counsel State Street Research Financial Trust
Sec'y & Gen'l Counsel State Street Research Income Trust
Sec'y & Gen'l Counsel State Street Research Money Market Trust
Sec'y & Gen'l Counsel State Street Research Tax-Exempt Trust
Sec'y & Gen'l Counsel State Street Research Portfolios, Inc.
Sec'y & Gen'l Counsel SSRM Holdings, Inc.
Xxxx, Xxxxxx x. Director, Executive State Street Research & Management Co.
Vice President,
Treasurer, Chief
Financial Officer and
Chief Administrative
Officer
Treasurer State Street Research Equity Trust
Treasurer State Street Research Financial Trust
Treasurer State Street Research Income Trust
Treasurer State Street Research Money Market Trust
Treasurer State Street Research Tax-Exempt Trust
Treasurer State Street Research Capital Trust
Treasurer State Street Research Exchange Trust
Treasurer State Street Research Growth Trust
Treasurer State Street Research Master Investment Trust
Treasurer State Street Research Portfolios, Inc.
Treasurer State Street Research Securities Trust
Director, Executive State Street Research Investment Services, Inc.
Vice President,
Treasurer and Chief
Financial Officer
Director Metric Holdings, Inc.
Director Certain wholly-owned subsidiaries of
Metric Holdings, Inc.
Treasurer and Chief SSRM Holdings, Inc.
Financial Officer
Treasurer (until 1/97) MetLife Securities, Inc.
Director State Street Research (Luxembourg)
Milder, Xxxxxx X. Xx. Vice President State Street Research & Management Co.
Xxxxxx, Xxxx X. Xx. Vice President State Street Research & Management Co.
Sr. Vice President State Street Research Investment Services, Inc.
(until 6/97)
Xxxxx, Jr., Xxxxxx X. Xx. Vice President State Street Research & Management Co.
Vice President State Street Research Capital Trust
(until 11/96)
Vice President State Street Research Exchange Trust
(until 2/97)
Vice President State Street Research Growth Trust
(until 2/97)
Vice President State Street Research Master Investment Trust
(until 2/97)
Vice President State Street Research Equity Trust
Director Hibernia Savings Bank
Governor on the Association for Investment Management &
Board of Governors Research
Vice President State Street Research Portfolios, Inc.
Xxxxx, Xxxxxx Vice President State Street Research & Management Co.
Xxxxxxxx, XxXxxx X. Xx. Vice President State Street Research & Management Co.
Xxx, Xxxxxxx X. Vice President State Street Research & Management Co.
Member Technology Analysts of Boston
Member Electro-Science Analysts (of NYC)
Xxxxxx, Xxxxxx X. Vice President State Street Research & Management Co.
Xxxxxxx, Xxxxx X. Xx. Vice President State Street Research & Management Co.
Vice President State Street Research & Management Co.
(until 4/97)
Xxxxxx, Xxx X. Xx. Vice President State Street Research & Management Co.
Vice President State Street Research Securities Trust
Xxxxxx, Xxxxx X. Vice President State Street Research & Management Co.
Xxxxxxxx, Xxxx X. Vice President State Street Research & Management Co.
Portfolio Manager State Street Research & Management Co.
(unitl 4/97)
Xxxx, Xxxxx X. Vice President State Street Research & Management Co.
Analyst Xxx Xxxxx Capital Management
(until 4/97)
Xxxxxxxx, X.X. Easton Sr. Vice President State Street Research & Management Co.
Vice President State Street Research Financial Trust
Xxxxxx, Xxxxxxxx Vice President State Street Research & Management Co.
Director of Special NatWest Markets
Situations
Xxxxxxx, Xxxxxxx X. Xx. Vice President State Street Research & Management Co.
Rice III, Xxxxxx Xxxxxx Xx. Vice President State Street Research & Management Co.
Vice President State Street Research Equity Trust
Xxxxxxxx, Xxxxx Vice President State Street Research & Management Co.
Vice President State Street Research Securities Trust
Xxxxxx, Xxxxxxx X. Xx. Vice President State Street Research & Management Co.
Vice President State Street Research & Management Co.
(until 4/98)
Assistant Treasurer State Street Research Equity Trust
Assistant Treasurer State Street Research Financial Trust
Assistant Treasurer State Street Research Income Trust
Assistant Treasurer State Street Research Money Market Trust
Assistant Treasurer State Street Research Tax-Exempt Trust
Assistant Treasurer State Street Research Capital Trust
Assistant Treasurer State Street Research Exchange Trust
Assistant Treasurer State Street Research Growth Trust
Assistant Treasurer State Street Research Master Investment Trust
Assistant Treasurer State Street Research Securities Trust
Assistant Treasurer State Street Research Portfolios, Inc.
Xxxx, Xxxxxxx X. Xx. Vice President State Street Research & Management Co.
Vice President Delaware Management
(until 1/98)
Xxxxxxxxx, Xxxxx Xx. Vice President State Street Research & Management Co.
Sr. Vice President Freedom Capital Management
(until 10/97)
Xxxxxxxxxx, Xxxx Vice President State Street Research & Management Co.
Xxxxxxx, Xxxxxxx Vice President State Street Research & Management Co.
Xxxxxxx, Xxxxx X. Executive Vice President State Street Research & Management Co.
Director & Treasurer Mafraq Hospital Association (Mafraq, Jordan)
Member Association of Investment Management Sales
Executives
Member, Investment Lexington Christian Academy
Committee
Xxxxxx, Jr., X. Xxxx Executive Vice President State Street Research & Management Co.
President, Chief State Street Research Investment Services, Inc.
Executive Officer
and Executive Vice
President
Xxxxx, Xxxxxxx X. Vice President State Street Research & Management Co.
Xxxxxxx, Xxxxxx X. Director and Executive State Street Research & Management Co.
Vice President
Vice President State Street Research Income Trust
Vice President State Street Research Financial Trust
Vice President State Street Research Money Market Trust
Vice President State Street Research Tax-Exempt Trust
Director State Street Research Investment Services, Inc.
Vice President State Street Research Securities Trust
Vice President State Street Research Portfolios, Inc.
(until 11/98)
Xxxxxxxxx, Xxxxxxx X. Xx. Vice President State Street Research & Management Co.
Xxxxxxxxx, Xxxxxxx Vice President State Street Research & Management Co.
Asst. Vice President State Street Research & Management Co.
(until 9/97)
Xxxxxxx, Xxx X. Xx. Vice President State Street Research & Management Co.
Xxxxxxxx, Xxxxxx Vice President State Street Research & Management Co.
Xxxxxxx, Sr. Vice President State Street Research & Management Co.
Xxx XxXxxxxxx
Xxxxxxx, Xxxx X. Xx. Vice President State Street Research & Management Co.
Vice President SSRM Holdings, Inc.
Xxxxx, Xxxxx X. Chairman, President, State Street Research & Management Co.
Chief Executive
Officer and Director
Chairman, President, State Street Research Capital Trust
Chief Executive
Officer & Trustee
Chairman, President, State Street Research Exchange Trust
Chief Executive
Officer & Trustee
Chairman, President, State Street Research Growth Trust
Chief Executive
Officer & Trustee
Chairman, President, State Street Research Master Investment Trust
Chief Executive
Officer & Trustee
Chairman, President, State Street Research Securities Trust
Chief Executive
Officer & Trustee
Chairman, President, State Street Research Equity Trust
Chief Executive
Officer & Trustee
Chairman, President, State Street Research Financial Trust
Chief Executive
Officer & Trustee
Chairman, President, State Street Research Income Trust
Chief Executive
Officer & Trustee
Chairman, President, State Street Research Money Market Trust
Chief Executive
Officer & Trustee
Chairman, President, State Street Research Portfolios, Inc.
Chief Executive
Officer & Trustee
Chairman, President, State Street Research Tax-Exempt Trust
Chief Executive
Officer & Trustee
Chairman & Director State Street Research Investment Services, Inc.
(President & Chief
Executive Officer
Until 2/96)
Chairman & Director Metric Holdings, Inc.
Director & Officer Certain wholly-owned subsidiaries of Metric
Holdings, Inc.
Chairman of the Board MetLife Securities, Inc.
and Director (until 1/97)
President, Chief SSRM Holdings, Inc.
Executive Officer
and Director
Director Colgate University
Director State Street Research (Luxembourg)
Chairman & Director SSR Realty Advisors, Inc.
Xxxx, Xxxxxx Xxxxxxx Xx. Vice President State Street Research & Management Co.
Vice President State Street Research Growth Trust
Vice President State Street Research Master Investment Trust
Xxxxxxx, Xxxxx X. Vice President State Street Research & Management Co.
Xxxxx, Xxxxxx Vice President Xxxxx Xxxxxx Xxxxxxxx & Xxxxxxxxxx Xx.
Xxxxx, Xxxx X., Xx. Vice President State Street Research & Management Co.
Vice President State Street Research Investment Services, Inc.
Xxxxx, Xxxxx X. Executive Vice State Street Research & Management Co.
President
Sr. Vice President State Street Research & Management Co.
(until 6/98)
Vice President State Street Research Exchange Trust
Vice President State Street Research Financial Trust
Vice President State Street Research Growth Trust
Vice President State Street Research Securities Trust
Vice President State Street Research Capital Trust
Vice President State Street Research Equity Trust
Vice President State Street Research Income Trust
Vice President State Street Research Master Investment Trust
Vice President State Street Research Portfolios, Inc.
Xxxxx, Xxxxxxx Vice President State Street Research & Management Co.
Xxxxxxxx, Sr. Vice President Xxxxx Xxxxxx Xxxxxxxx & Xxxxxxxxxx Xx.
Xxxxxxxxx XxXxxxx Vice President State Street Research Securities Trust
Xxxxxxx, Xxxxx Xx. Vice President State Street Research & Management Co.
Vice President State Street Research & Management Co.
(until 7/97)
Sr. Vice President State Street Research Investment Services, Inc.
(Vice President until 9/98)
Vice President Fidelity Investments
(until 7/97)
Xxxxxx, Xxxx X. Xx. Vice President State Street Research & Management Co.
Vice President State Street Research & Management Co.
(until 4/98)
Vice President State Street Research Equity Trust
Vice President State Street Research Master Investment Trust
Wing, Xxxxxx X. Xx. Vice President, State Street Research & Management Co.
Assistant Secretary,
and Assistant General
Counsel
Vice President State Street Research & Management Co.
(until 4/98)
Sr. Vice President State Street Research Investment Services,
and Assistant Clerk Inc.
Asst. Secretary & State Street Research Capital Trust
Asst. General Counsel
Asst. Secretary & State Street Research Exchange Trust
Asst. General Counsel
Asst .Secretary & State Street Research Growth Trust
Asst. General Counsel
Asst. Secretary & State Street Research Master Investment
Asst. General Counsel Trust
Asst Secretary and State Street Research Securities Trust
Asst. General Counsel
Asst Secretary and State Street Research Equity Trust
Asst. General Counsel
Asst Secretary and State Street Research Financial Trust
Asst. General Counsel
Asst Secretary and State Street Research Income Trust
Asst. General Counsel
Asst Secretary and State Street Research Money Market Trust
Asst. General Counsel
Asst Secretary and State Street Research Tax-Exempt Trust
Asst. General Counsel
Asst Secretary and State Street Research Portfolios, Inc.
Asst. General Counsel
Asst Secretary and SSRM Holdings, Inc.
Asst. General Counsel
Xxxxxxxx, Xxxxxx X. Vice President State Street Research & Management Co.
Xxxxxxxxx, Jr., Xxxxxxx Xx. Vice President State Street Research & Management Co.
Vice President State Street Research Exchange Trust
Vice President State Street Research Growth Trust
Vice President State Street Research Securities Trust
Xx, Xxxxxx X. Xx. Vice President State Street Research & Management Co.
Partner Atlantic-Action Realty
Director Bond Analysts Society of Boston
Xxxxx, Xxxxx X. Xx. Vice President State Street Research & Management Co.
Vice President State Street Research Equity Trust
Portfolio Manager American Century Investment Management
(until 9/98)
SCHEDULE RE BUSINESS HISTORY AND EDUCATION
XXXXXXXX-XXXXXXXXX
XXXXXXXX, XXXXXX XXXXXX (1946)
EDUCATION:
San Diego State University (B.S. Finance & Economics 1972)
NASD Series 2, 3, 7, 24, 63, & 65
BUSINESS BACKGROUND:
Xxxxxxxx-Xxxxxxxxx Capital Mngmnt (6/84 to Present) - Managing Partner
Xxxxxxxx-Xxxxxxxxx Securities (5/96 to Present) - President Xxxxxxxx-Xxxxxxxxx
Securities (12/92 to Present) - Chairman Xxxxxxxx-Xxxxxxxxx Capital Management
(6/84 to Present) - Managing Partner;
CIO; President of General Partner
The Pacific Century Group & Security Pacific Bank (7/81 to 8/84) - Division VP &
Managing Director
San Diego Trust & Savings Bank (5/71 to 7/81) - Division VP
SOMHEGYI, XXXXXXXXX X. (1959)
EDUCATION:
University of Southern California (M.B.A. Finance 1984, B.S. - Bus. Admin. 1981)
Richmond College of London (1981)
NASD Series 7, 63 & 65
BUSINESS BACKGROUND:
Xxxxxxxx-Xxxxxxxxx Capital Mngmnt (02/96 to Present) - Partner - CIO - Global
Equity Management
Xxxxxxxx-Xxxxxxxxx Capital Mngmnt (04/87 to Present) - Port. Manager
Professional Asset Securities, Inc. (04/86 to 04/87) - VP - Corporate Devel.
Pacific Century Group (02/86 to 03/86) - Account Executive
Unemployed (12/85 to 1/86)
Xxxxx Xxxxxxxx Production, Inc. (06/84 to 11/85) - Mgr of Financial Planning &
Analysis
XXXXXXXXX, XXXXXXXXX X. (1949)
EDUCATION:
Cornell University (B.S. 1972)
College of Xxxxxxx & Xxxx (M.B.A. 1974)
NASD Series 2, 3 & 65
BUSINESS BACKGROUND:
Xxxxxxxx-Xxxxxxxxx Capital Management (07/96 to Present) - CIO - Fixed Income
Xxxxxxxx-Xxxxxxxxx Capital Management (05/95 to 07/96) - Sr Portfolio Manager
Criterion Xxxxx Global Advisers, Inc. (02/93 to Present) - VP
Criterion Investment Management Company (12/91 to 05/95) - Exec. XX
XXXXXXXXX, XXXX J.P. (1952)
EDUCATION:
Watford College of Technology, England (FCCA, Financial Accounting 1980)
Harrow College of Technology, England (ACMA, Management Accounting 1976)
BUSINESS BACKGROUND:
Xxxxxxxx-Xxxxxxxxx Capital Management (08/98 to Present - COO American Express
Travel Related Services (04/78 to 06/98) - CFO
XXXXXX, XXXX X. (1943)
EDUCATION:
New York University (M.B.A. Finance 1975)
Pennsylvania State University (B.S. Math 1965)
NASD Series 7, 26, 63 & 65
BUSINESS BACKGROUND:
Xxxxxxxx-Xxxxxxxxx Capital Management (09/97 to Present - Head of Global Sales
and Marketing
Xxxxxxxx-Xxxxxxxxx Securities (09/97 to Present) - Sr VP and Head of
Institutional Business
Xxxxx Xxxxxx Inc. (01/89 to 09/97) - Managing Director
Xxxxxxxxx Xxxxx Partners (01/87 to 12/88) - Partner, Marketing & Client Services
The index for the financial data schedule required by Rule
483 for Class A follows:
--------------------------------------------------------------------------------
ITEM NO. ITEM DESCRIPTION RESPONSE
--------------------------------------------------------------------------------
6-03 Investments - cost. 170,550,608
6-04-4 Investments. 173,010,160
6-04-6 Receivables. 494,219
6-04-8 Other assets. 6,895,769
Balancing amount to total assets. -0-
6-04-9 Total assets. 180,400,148
6-04 Accounts payable for securities. -0-
6-04-13 Senior long-term debt. -0-
Balancing amount to total liabilities. 444,743
6-04-14 Total Liabilities. 444,743
6-04-16 Senior equity securities. -0-
6-04-16 Paid-in-capital - common shareholders. 153,012,562
6-04-16 Number of shares or units - current period. 25,036,114
6-04-16 Number of shares or units - prior period. 17,999,216
6-04-17(a) Accumulated undistributed net investment 6,548
income (current year)
Overdistribution of net investment income. -0-
6-04-17(b) Accumulated undistributed net realized -0-
gains (losses).
Overdistribution of realized gains. 578,288
6-04-17(c) Accumulated net unrealized appreciation 2,459,552
(depreciation).
6-04-19 Net assets. 179,820,020
6-07-1(a) Dividend income. 3,040,736
6-07-1(b) Interest income. 200,443
6-07-1(c) Other income. 12,380
6-07-2 Expenses - net. 1,588,370
6-07-6 Net investment income (loss). 1,665,189
6-07-7(a) Realized gains (losses) on investments. 25,406,792
6-07-7(d) Net increase (decrease) in appreciation (10,357,465)
(depreciation).
6-07-9 Net increase (decrease) in net assets resulting 16,714,516
from operations.
6-09-2 Net equalization charges and credits. -0-
6-09-3(a) Distributions from net investment income. 1,662,878
6-09-3(b) Distributions from realized gains. 25,670,393
6-09-3(c) Distributions from other sources. -0-
6-09-4(b) Number of shares sold. 8,659,484
6-09-4(b) Number of shares redeemed. 5,307,166
6-09-4(b) Number of shares issued - reinvestment. 3,684,581
6-09-5 Total increase (decrease). 40,791,830
6-09-6 Accumulated undistributed net investment 5,862
income (prior year).
6-04-17(b) Accumulated undistributed net realized gains -0-
(prior year).
Overdistribution of net investment income -0-
(prior year).
Overdistribution of net realized gains 295,171
(prior year).
--------------------------------------------------------------------------------
FORM N-SAR
--------------------------------------------------------------------------------
72F Gross advisory fees. 864,715
72P Interest Expense. -0-
72X Total expenses (gross). 1,619,676
75 Average net assets. 160,477,572
--------------------------------------------------------------------------------
FORM N-1A
--------------------------------------------------------------------------------
9 Net asset value per share - beginning of 7.73
period.
9 Net investment income (loss) per share. .08
9 Net realized and unrealized gain (loss) per share. .68
9 Dividends per share from net investment income. .08
9 Distributions per share from realized gains. 1.23
9 Per share returns of capital and distributions from -0-
other sources.
9 Net asset value per share - end of period. 7.18
9 Ratio of expenses to average net assets. 1.0
4(b) Average debt outstanding during period. -0-
4(b) Average debt outstanding per share. -0-
The index for the financial data schedule required by Rule 483 for
Class R follows:
--------------------------------------------------------------------------------
ITEM NO. ITEM DESCRIPTION RESPONSE
6-03 Investments - cost. 170,550,608
6-04-4 Investments. 173,010,160
6-04-6 Receivables. 494,219
6-04-10 Other assets. 6,895,769
Balancing amount to total assets. -0-
6-04-11 Total assets. 180,400,148
6-05 Accounts payable for securities. -0-
6-04-15 Senior long-term debt. -0-
Balancing amount to total liabilities. 444,743
6-04-16 Total Liabilities. 444,743
6-04-16 Senior equity securities. -0-
6-04-16 Paid-in-capital - common shareholders. 153,012,562
6-04-16 Number of shares or units - current period. 18,916
6-04-16 Number of shares or units - prior period. -0-
6-04-17(a) Accumulated undistributed net investment 6,548
income (current year)
Overdistribution of net investment income. -0-
6-04-17(b) Accumulated undistributed net realized -0-
gains (losses).
Overdistribution of realized gains. 578,288
6-04-17(c) Accumulated net unrealized appreciation 2,459,552
(depreciation).
6-04-20 Net assets. 135,385
6-07-1(a) Dividend income. 3,040,736
6-07-1(b) Interest income. 200,443
6-07-1(c) Other income. 12,380
6-07-2 Expenses - net. 1,588,370
6-07-7 Net investment income (loss). 1,665,189
6-07-7(a) Realized gains (losses) on investments. 25,406,792
6-07-7(d) Net increase (decrease) in appreciation (10,357,465)
(depreciation).
6-07-9 Net increase (decrease) in net assets resulting 16,714,516
from operations.
6-09-3 Net equalization charges and credits. -0-
6-09-3(a) Distributions from net investment income. 1,625
6-09-3(b) Distributions from realized gains. 19,517
6-09-3(c) Distributions from other sources. -0-
6-09-4(b) Number of shares sold. 15,908
6-09-4(b) Number of shares redeemed. -0-
6-09-4(b) Number of shares issued - reinvestment. 3,008
6-09-7 Total increase (decrease). 40,791,830
6-09-8 Accumulated undistributed net investment 5,862
income (prior year).
6-04-17(b) Accumulated undistributed net realized gains -0-
prior year).
Overdistribution of net investment income -0-
(prior year).
Overdistribution of net realized gains 295,171
(prior year).
--------------------------------------------------------------------------------
FORM N-SAR
--------------------------------------------------------------------------------
72F Gross advisory fees. 864,715
72P Interest Expense. -0-
72X Total expenses (gross). 1 619,676
76 Average net assets. 98,870
--------------------------------------------------------------------------------
FORM N-1A
--------------------------------------------------------------------------------
10 Net asset value per share - beginning of 8.42
period.
10 Net investment income (loss) per share. .09
10 Net realized and unrealized gain (loss) per share. (.02)
10 Dividends per share from net investment income. .10
10 Distributions per share from realized gains. 1.23
10 Per share returns of capital and distributions from -0-
other sources.
10 Net asset value per share - end of period. 7.16
10 Ratio of expenses to average net assets. 1.0
4(b) Average debt outstanding during period. -0-
4(b) Average debt outstanding per share. -0-
XXXXX MUTUAL FUND
FORM N-1A
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, the Registrant certifies that it meets
all of the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(a) Under the Securities Act of 1933, and has duly caused
this Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized in the Township of Ada, and State of
Michigan, on the day of June 11, 1999.
--------------------------------------------------------------------------------
AMWAY MUTUAL FUND TRUST
--------------------------------------------------------------------------------
By /S/ XXXXX X. XXXXXXXXX
XXXXX X. XXXXXXXXX
President
--------------------------------------------------------------------------------
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, this Amendment to the Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated:
--------------------------------------------------------------------------------
Signature Title and Capacity Date
--------------------------------------------------------------------------------
/S/XXXXX X. XXXXXXXXX Principal Executive and June 11, 1999
------------------------------
XXXXX X. XXXXXXXXX Financial Officer and
Trustee
/S/ XXXXX X. XXXXX Principal Accounting June 11, 1999
---------------------------------
XXXXX X. XXXXX Officer and Trustee
XXXXXXX X. XXXXXX Trustee
XXXXXX X. XXXXXXX Trustee
XXXXXX X. XXXXX Trustee
XXXXXXX X. XXXXXX Trustee
By /S/ XXXXX X. XXXXXXXXX June 11, 1999
XXXXX X. XXXXXXXXX
(Attorney-in-Fact)
