TRANSFER AND ASSUMPTION
THIS TRANSFER AND ASSUMPTION is entered into as of June 1, 1997 by and
among Xxxxx Selected Advisors, L.P., a Colorado limited partnership (the
"Transferor"), Xxxxx Distributors, L.L.C., a Delaware limited liability company
(the "Transferee") and Xxxxx High Income Fund, Inc. ("DHIF"), a Maryland
corporation.
WHEREAS, this Transferor is the sole member of the Transferee and
controls and manages the business of the Transferee; and
WHEREAS, the Transferor was organized to assume and continue the
distribution services business with respect to the investment companies for
which the Transferor serves as investment advisor; and
WHEREAS, the Transferor has entered into a Distributing Agreement (the
"Agreement") dated April 15, 1993 with DHIF, pursuant to which the Transferor
serves as distributor of shares of capital stock of DHIF;
NOW THEREFORE, the parties hereto agree as follows:
1. The Transferor hereby transfers unto the Transferee all of its
rights, obligations and liabilities under the Agreement.
2. The Transferee, in consideration of the transfer to it of all
Transferor's rights, obligations and liabilities under the
Agreement, hereby accepts and assumes such rights, obligations
and liabilities.
3. All references to Transferor in the Agreement shall, as of June
1, 1997, be deemed to refer to the Transferee.
4. DHIF hereby acknowledges and approves this transfer and agrees
that, as of June 1, 1997, the transferee shall be the other party
to the Agreement in lien of the Transferor
IN WITNESS THEREOF, the undersigned have caused this Transfer and
Assumption to be executed on their behalf as of the date written
above.
XXXXX SELECTED ADVISERS, X.X. XXXXX HIGH INCOME FUND, INC.
BY: VENTURE ADVISERS, INC.
GENERAL PARTNER
BY: BY:
------------------------- ------------------------------
XXXXX DISTRIBUTORS, LLC
BY:
-------------------------