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EXHIBIT 99.B9(d)
AMENDMENT TO ADMINISTRATIVE
SERVICES AGREEMENT
(Class A, B, C and I Shares)
Amendment to Administrative Services Agreement ("Amendment")
made as of May 31, 1994 by and between the registered investment
company executing this document (the "Fund") and Xxxxxx Financial
Services, Inc. ("KFS").
WHEREAS, The Fund and KFS are parties to an Administrative
Services Agreement ("ASF Agreement") dated August 1, 1990, as
supplemented and amended from time to time;
WHEREAS, The Fund currently issues shares in four separate
classes for each series of the Fund, if there is more than one,
being designated as Class A Shares, Class B Shares, Class C
Shares and Class I Shares; and
WHEREAS, The parties want to reflect in this Amendment the
effect upon the fee schedule under the ASF Agreement of the
division of the shares of the Fund into separate classes;
NOW THEREFORE, in consideration of the premises and the
mutual covenants herein provided, the parties agree as follows:
1. The administrative services fee under the ASF Agreement
will be calculated separately for each class of each series of
the Fund as an expense of such class at the annual rates and in
accordance with the procedures specified in the ASF Agreement;
provided, however, that no administrative services fee shall be
payable with respect to the Class I Shares.
2. This Amendment shall become a part of the ASF
Agreement.
IN WITNESS WHEREOF, the Fund and KFS have duly executed this
Amendment as of the day and year first set forth above.
XXXXXX DIVERSIFIED INCOME FUND
By: /s/ Xxxx X. Xxxxxx
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Title: Vice President
XXXXXX FINANCIAL SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Senior Vice President
