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EXHIBIT 99.B6(c)
ADDENDUM TO
XXXXXX DISTRIBUTORS, INC.
SELLING GROUP AGREEMENT
Your Selling Group Agreement, including any subsequent amendments thereto
("Agreement"), with Xxxxxx Distributors, Inc. ("KDI") for the distribution of
shares of the Xxxxxx Funds (the "Funds") is hereby amended as follows:
(1) Section 3 is revised by the inclusion of the following condition after
the last sentence of said Section. "Our liability to you with respect
to the payment of any service fee is limited to the proceeds received
by us from the Funds for your services, and you waive any right you may
have to payment of any service fee until we are in receipt of the
proceeds from the Funds that are attributable to your services."
(2) The third sentence of Section 17 is revised to read as follows: "Class
C Shares are offered at net asset value without an initial sales charge
but are subject to a contingent deferred sales charge and a Rule 12b-1
fee, and have no conversion feature.
XXXXXX DISTRIBUTORS, INC.
Date: October 18, 1996
