LETTER AGREEMENT

Exhibit (e)1.10

LETTER AGREEMENT

Xxxxxxx Fund Distributors, Inc.

000 X Xxxxxx

Xxxxxx, XX 00000

Dear Sirs:

Pursuant to Introductory Section 1 of the Distribution Agreement between Xxxxx Xxxxxxx Investment Company (“FRIC”) and Xxxxxxx Fund Distributors, Inc., dated January 1, 1999, FRIC advises you that it is (i) re-designating its existing Class D Shares of the existing Conservative Strategy Fund, Moderate Strategy Fund, Balanced Strategy Fund, Aggressive Strategy Fund and Equity Aggressive Strategy Fund, the 2010 Strategy Fund, 2020 Strategy Fund, 2030 Strategy Fund and 2040 Strategy Fund (the “LifePoints Funds”) to Class R3 Shares and (ii) creating Class R1 and Class R2 Shares (the “New Shares”) for the LifePoints Funds. FRIC desires Xxxxxxx Fund Distributors, Inc. to serve as Distributor with respect to the New Classes pursuant to the terms and conditions of the Distribution Agreement. The fees to be charged in return for the Distributor’s services are as set forth in the Distribution Agreement.

Please indicate your acceptance to act as Distributor with respect to the New Classes by executing the acceptance copy of this letter agreement and returning it to the undersigned.

Sincerely,

XXXXX XXXXXXX INVESTMENT COMPANY

By:

Xxxx X. Xxxxxxx

Treasurer

Accepted this        day of                 , 2005

XXXXXXX FUND DISTRIBUTORS, INC.

By:

Xxxx X. Xxxxx

President