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EXHIBIT 6(b)
TRANSFER AND ASSUMPTION
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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 Tax-Free High Income
Fund, Inc. ("Fund"), 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 Fund, pursuant to which
the Transferor serves as distributor of shares of capital stock of Fund;
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. Fund 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 lieu 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 TAX-FREE HIGH INCOME FUND, INC.
BY: VENTURE ADVISERS, INC.
GENERAL PARTNER
BY:______________________________ BY:______________________________
XXXXX DISTRIBUTORS, LLC
BY:______________________________
