AMENDMENT

                                                                 EXHIBIT 5(a)(i)

                                   AMENDMENT

This is an amendment, made as of September 11, 1996, to that certain Investment
Management Agreement Dated October 15, 1993 (the "Management Agreement") between
Xxxx Xxxxx Management, Inc. and the Xxxxx Defined Contribution MidCap Growth
Portfolio (the "Portfolio"), a portfolio of The Xxxxx Defined Contribution Trust
(the "Fund").

         WHEREAS, the name of the Portfolio has been changed to the "Xxxxx
XxxXxx Growth Retirement Portfolio" and the name of the Fund has been changed to
"The Xxxxx Retirement Fund"; and

         WHEREAS, the parties desire to amend the Management Agreement to
reflect such change;

         NOW, THEREFORE, the parties agree as follows:

         The Management Agreement is hereby amended to reflect the change of
name recited above by restating the first full paragraph thereof and the first
sentence of the paragraph indicated by the caption "1. INVESTMENT DESCRIPTION:
APPOINTMENT" to read as follows:

                 The Xxxxx Retirement Fund (the "Fund"), an unincorporated
              business trust organized under the laws of the Commonwealth of
              Massachusetts, hereby confirms its agreement with Xxxx Xxxxx
              Management, Inc. ("Xxxxx") as follows:

                 1. INVESTMENT DESCRIPTION: APPOINTMENT

                 The Fund desires to employ the capital of the Xxxxx XxxXxx
              Growth Retirement Portfolio (the "Portfolio") by investing and
              reinvesting in investments of the kind and in accordance with the
              limitations specified in its Agreement and Declaration of Trust
              and in its Prospectus and Statement of Additional Information, as
              from time to time in effect, and in such manner and to such extent
              as may from time to time be approved by the Board of Trustees of
              the Fund.

         The parties acknowledge and agree that the foregoing amendment shall
have no effect on any of the terms and conditions of the Management Agreement
existing prior to the amendment, all of which shall remain in full force and
effect as part of the Management Agreement as amended.





         IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the day and year first above written.

                                    XXXX XXXXX MANAGEMENT, INC.

                                    By: /s/ Xxxxxxx X. Xxxx
                                       ---------------------------------


                                    XXXXX XXXXXX GROWTH RETIREMENT PORTFOLIO

                                    By: /s/ Xxxxxxx X. Xxxx
                                       ---------------------------------