<DOCUMENT>
<TYPE>EX-99.77K
<SEQUENCE>3
<FILENAME>c70461_ex99-77k.txt
<TEXT>
EXHIBIT 77.K CHANGE OF INDEPENDENT AUDITORS

In  2011,  the  Audit  and  Ethics  Committee  decided  to  undertake an auditor
selection  process  to review qualified audit firms, including Ernst & Young LLP
("E&Y"), the Company's current independent auditors. As described in more detail
below,  while  there  had been no disagreements between E&Y and the Company, the
Audit  and  Ethics  Committee  and  the Board believed that by engaging TWB, the
Company   should   be  able  to  reduce  its  audit  and  tax  service  expenses
significantly without adversely impacting the quality or level of those services
to the Company. On January 4, 2012, the Company notified E&Y of its intention to
propose  that  shareholders  ratify  and  approve  the appointment of TWB as the
Company's  independent auditors for the fiscal year ending November 30, 2012. At
the Company's request, E&Y consented to continue as the Company's auditors until
the  Annual  Shareholder's  Meeting.  The  appointment  of  TWB was ratified and
approved  by  shareholders  at the March 15, 2012 Meeting. The engagement of E&Y
was  terminated  as  of  March  15,  2012  and  TWB was engaged as the Company's
independent auditors as of the same date.

E&Y's  reports  on  the Company's financial statements as of and for each of the
two  fiscal  years ended November 30, 2011 and November 30, 2010 did not contain
any  adverse  opinion  or  disclaimer  of  opinion,  nor  were they qualified or
modified  as  to uncertainty, audit scope, or accounting principles. For the two
most  recent  fiscal years and through the date of the completion of E&Y's audit
of  the  Company's  accounts  for  the  2011  fiscal  year:  (i)  there  were no
disagreements  with  E&Y  on  any  matter of accounting principles or practices,
financial   statement   disclosure,  or  auditing  scope  or  procedures,  which
disagreements,  if  not resolved to E&Y's satisfaction, would have caused E&Y to
make  reference  to  the  subject  matter of the disagreement in connection with
their reports on the financial statements for such years; and (ii) there were no
"reportable  events" (as that term is defined in Item 304(a)(1)(v) of Regulation
S-K).

The  Company  requested  that E&Y furnish it with a letter addressed to the U.S.
Securities  and  Exchange  Commission  stating whether or not it agrees with the
above  statements  made  in  this Form N-SAR Exhibit 77.k. On July 30, 2012, E&Y
furnished  a  letter  to  the  Company  stating  that  it  agrees with the above
statements  relating  to  E&Y, except E&Y has no basis to agree or disagree with
any  of  the  statements  regarding  TWB.  A copy of E&Y's letter is attached as
Exhibit 77.Q1(f).

Neither  the  Company  nor anyone acting on its behalf consulted with TWB at any
time  prior to their selection by the Audit and Ethics Committee with respect to
the application of accounting principles to any transaction, either completed or
proposed,  or  the type of audit opinion that might be rendered on the Company's
accounts. TWB has informed the Company that, in its professional judgment, it is
not  aware  of any relationships between TWB and the Company that may reasonably
be thought to bear on its independence.

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