AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
U.S. LARGE STOCK FUND
In consideration of the mutual promises hereinafter set forth and other good
and valuable consideration, XXXXX, XXXX & XXXXX, L.L.C. (the "Adviser")
and U.S. LARGE STOCK FUND, a Delaware business trust (the "Fund"), hereby
amend the Investment Advisory Agreement dated May 19, 1993 between the
Adviser and the Fund to reduce the annual rate of compensation payable
thereunder by the Fund to the Adviser from the following percentages of
the Fund's average daily net assets:
0.31% of net assets up to $200 million
0.26% of net assets $200 million to $500 million
0.24% of net assets $500 million to $1 billion
0.22% of net assets $1 billion to $2 billion
0.20% of net assets in excess of $2 billion
to the following percentages of the Fund's average daily net assets:
0.26% of net assets up to $500 million
0.24% of net assets $500 million to $1 billion
0.22% of net assets $1 billion to $2 billion
0.20% of net assets in excess of $2 billion
The advisory fee shall be computed daily and paid monthly. This Amendment
shall be
effective as of April 1, 1996.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the 24th day of April, 1996.
U.S. LARGE STOCK FUND
By:
Its:
XXXXX, XXXX & XXXXX, L.L.C.
By:
Its:
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