EXHIBIT 99.(k)(b)
XXXXX XXXXX PRIME RATE RESERVES
Administration Agreement Amendment
Pursuant to Section 7 (Amendments to the Agreement) of the
existing Administration Agreement between the undersigned, the parties agree
that upon investment of substantially all of the assets of the Fund in another
investment company with substantially the same investment objective, policies
and restrictions as the Fund, Section (compensation of the Administrator) shall
be amended by the addition of the following two sentences to the first paragraph
of such Section: "Upon and after the investment by the Fund of substantially all
of its assets in another investment company with substantially the same
investment objective, policies and restrictions as the Fund, the Fund shall pay
to the Administrator on the last day of each month a fee equal to 1/48 of 1% of
that portion of the average daily gross assets of such other investment company
throughout the month which is attributable to the Fund's interest in such other
investment company. In calculating the gross assets of such other investment
company, all liabilities of the other investment company shall be deducted
except the principal amount of any indebtedness for money borrowed including
debt securities issued by the other investment company."
XXXXX XXXXX PRIME RATE RESERVES XXXXX XXXXX MANAGEMENT
By: /s/ Xxxxx X. Xxxxxx By: /s/ H. Day Xxxxxxx Xx.
October 24, 1994
