May 24, 2004
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Management Agreement with ▇▇▇▇▇▇▇ ▇▇▇▇▇ Funds dated
December 15, 1999 (the "Management Agreement")
Ladies and Gentlemen:
Pursuant to Section 2 of the Management Agreement, we are hereby providing
notification of two new series of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Funds to be called "▇▇▇▇▇▇▇
▇▇▇▇▇ International Equity Fund" and "▇▇▇▇▇▇▇ ▇▇▇▇▇ Institutional International
Equity Fund" (the "New Portfolios"). Attached hereto are amended Appendix A and
B to the Management Agreement to reflect, among other things, the appropriate
management fees and initial term end for the New Portfolios.
By acknowledging below, you agree to render the investment advisory and
management services to the New Portfolios under the terms of the Management
Agreement and the amended Appendix A and B attached hereto.
▇▇▇▇▇▇▇ ▇▇▇▇▇ FUNDS
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Its: President
Accepted this 24th day
of May, 2004.
▇▇▇▇▇▇▇ ▇▇▇▇▇ & COMPANY, L.L.C.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Principal & CFO
APPENDIX A
MANAGEMENT FEES
▇▇▇▇▇▇▇ ▇▇▇▇▇ Growth Fund:
.75% of average daily net assets
▇▇▇▇▇▇▇ ▇▇▇▇▇ Tax-Managed Growth Fund:
.80% of average daily net assets
▇▇▇▇▇▇▇ ▇▇▇▇▇ Large Cap Growth Fund:
.80% of average daily net assets
▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Growth Fund:
1.10% of average daily net assets
▇▇▇▇▇▇▇ ▇▇▇▇▇ International Growth Fund:
1.10% of the first $250 million of average daily net assets; plus
1.00% of average daily net assets over $250 million
▇▇▇▇▇▇▇ ▇▇▇▇▇ Value Discovery Fund:
1.15% of average daily net assets
▇▇▇▇▇▇▇ ▇▇▇▇▇ Income Fund:
.25% of the first $250 million of average daily net assets; plus
.20% of average daily net assets over $250 million; plus
5.00% of the gross income earned by the Portfolio
▇▇▇▇▇▇▇ ▇▇▇▇▇ Ready Reserves Fund:
.275% of the first $250 million of average daily net assets; plus
.250% of the next $250 million of average daily net assets; plus
.225% of the next $2,000 million of average daily net assets; plus
.200% of the average daily net assets over $2,500 million
▇▇▇▇▇▇▇ ▇▇▇▇▇ Institutional International Growth Fund
1.00% of the first $500 million of average daily net assets; plus
0.95% of the next $500 million of average daily net assets; plus
0.90% of the average daily net assets over $1 billion
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇-Mid Cap Growth Fund
1.00% of average daily net assets
▇▇▇▇▇▇▇ ▇▇▇▇▇ International Equity Fund
1.10% of the first $250 million of average daily net assets; plus
1.00% of the average daily net assets over $250 million
▇▇▇▇▇▇▇ ▇▇▇▇▇ Institutional International Equity Fund
1.00% of the first $500 million of average daily net assets; plus
0.95% of the next $500 million of average daily net assets; plus
0.90% of the average daily net assets over $1 billion
APPENDIX B
DATE OF END OF INITIAL TERM
For the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Growth Fund, the ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Growth
Fund, the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Value Discovery Fund, the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Income Fund and
the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Ready Reserves Fund:
April 30, 2000
For the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Tax-Managed Growth Fund, the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Large Cap
Growth Fund and the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Growth Fund:
April 30, 2001
For the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Institutional International Growth Fund:
April 30, 2004
For the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Small-Mid Cap Growth Fund:
April 30, 2005
For the ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Equity Fund and the Institutional
International Equity Fund:
April 30, 2006
