EXHIBIT 6(b)

 1

                              EXHIBIT 6(b)

                        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 International Series,
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:

                  The Transferor hereby transfers unto the Transferee all of
          its rights, obligations and liabilities under the Agreement.

                  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.

                  All references to Transferor in the Agreement shall, as of
          June 1, 1997, be deemed to refer to the Transferee.

                  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 INTERNATIONAL SERIES, INC.
BY:  VENTURE ADVISERS, INC.           GENERAL PARTNER


BY:______________________________     BY:________________________



XXXXX DISTRIBUTORS, LLC


BY:______________________________