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                                                                Exhibit 10.23(b)

                           CLARIFICATION AGREEMENT RE
                             JOINT VENTURE AGREEMENT


         This Clarification Agreement dated as of October 30, 1995 between the
parties hereto relates to that certain Joint Venture Agreement (the "JVA") dated
as of July 25, 1996 by and between the parties hereto and certain others. Unless
otherwise stated, defined terms used in this Agreement shall have the meanings
assigned such terms in the JVA.

         WHEREAS, the JVA expresses the parties' desires that Mentor become a
preferred provider of asset management services to EVEREN Clients and that
EVEREN acquire and maintain an equity investment in the Venture,

         WHEREAS, the parties desire to clarify in certain respects EVEREN's
obligations under the JVA that form the consideration for EVEREN Holdings'
receipt of Interests at the Initial Closing.

         NOW, THEREFORE, the parties agree as follows:

         1. Included within EVEREN's obligations under Section 3.3(a)(ii) of the
JVA to "include the Mentor Funds... in its `preferred' or `focus group' list of
mutual funds... with a status that reflects ... EVEREN's proprietary interest in
the Venture" is the obligation to develop and sponsor as initial marketing
program relative to the Mentor Funds that includes at least the following:

                  (a)      a series of complimentary due diligence/information
                           meetings to be held in late 1996 in at least six
                           separate locations at which EVEREN Securities
                           registered representatives will have the opportunity
                           to attend presentations describing Mentor, its asset
                           management services and related matters;

                  (b)      an incentive program regarding purchases by EVEREN
                           Clients of Mentor Fund Class A shares at net asset
                           value and without any sales charge with the
                           redemption proceeds received within the proceeding 90
                           days from the sale of any non-Mentor open-end mutual
                           fund (an "NAV Transaction") pursuant to which, during
                           at least the period November 1, 1996 through October
                           31, 1997, EVEREN will cause to be credited to the
                           gross production of the selling registered
                           representative an aggregate 2% of the value of each
                           NAV Transaction, the first 1% creditable at
                           approximately the date of sale and the second 1% not
                           later than February 1998; and

                  (c)      a second complimentary the diligence/information
                           meeting to be held at a quality United States
                           resort/conference center not later than Summer, 1997
                           to which any EVEREN Securities retail
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                           registered representative whose EVEREN Clients invest
                           an aggregate $500,000 or more in Mentor Funds during
                           the period November 1, 1996 through March 31, 1997
                           will be invited with a guest ($350,000 or more
                           without a guest).

         2. Mentor shall (a) cooperate with respect to the due
diligence/information meetings referred to in Sections 1(a) and (c) above and
(b) reimburse EVEREN for any qualifying registered representatives greater than
300 who actually attend the due diligence/information meeting referred to in
Section 1(c) above at the rate of $2,500 per excess qualifier.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date and year first above written.

                                     MENTOR INVESTMENT GROUP, INC.


                                     By:      ________________________________

                                     EVEREN CAPITAL CORPORATION
                                     EVEREN SECURITIES HOLDINGS, INC.
                                     EVEREN SECURITIES, INC.
                                     EVEREN CLEARING CORP.


                                     By:      ________________________________