Amendment #3 Dated August 1, 1994 to Schedule A Shareholder Services Agreement

                                              Exhibit 9(vi) under Form N-1A
                                         Exhibit 10 under Item 601/Reg. S-K

                               Amendment #3
                           Dated August 1, 1994
                                    to
                                Schedule A

                      Shareholder Services Agreement

                                  between

                           Xxxxxxxx Funds, Inc.

                                    and

                      Xxxxxxxx & Xxxxxx Trust Company


Xxxxxxxx Funds, Inc. (the "Corporation") consists of the following
portfolios and classes:

          Name

      Xxxxxxxx Balanced Fund
      Xxxxxxxx Equity Income Fund
      Xxxxxxxx Government Income Fund
      Xxxxxxxx Intermediate Bond Fund
      Xxxxxxxx Mid-Cap Stock Fund
      Xxxxxxxx Money Market Fund - Trust and Investment Shares
      Marshall Short-Term Income Fund
      Xxxxxxxx Stock Fund
      Xxxxxxxx Tax-Free Money Market Fund
      Xxxxxxxx Value Equity Fund
      Marshall Short-Term Tax-Free Fund
      Xxxxxxxx Intermediate Tax-Free Fund
      Xxxxxxxx International Stock Fund



ATTEST:                                 Xxxxxxxx Funds, Inc.


By:
Assistant Secretary                     Vice President


ATTEST:                                 Xxxxxxxx & Xxxxxx Trust Company


                                        By: