Exhibit 99.(a)(3)
AMENDMENT TO THE
"COMPREHENSIVE FEE" INVESTMENT MANAGEMENT AGREEMENT
FOR THE U.S. GOVERNMENT FUND
This Amendment made as of this 24th day of September, 2003 to the Investment
Management Agreement for the U.S. Government Fund, dated June 26, 1999
("Management Agreement") by and between The Reserve Funds, a Massachusetts
business trust (the "Trust"), on behalf of the U.S. GOVERNMENT FUND (the "Fund")
and RESERVE MANAGEMENT COMPANY, INC., a New Jersey corporation having its
principal place of business in New York (the "Manager");
WHEREAS, the Trust and the Manager desire to amend the terms of the Management
Agreement in the manner and on the terms hereinafter set forth, the parties
hereby agree as follows:
(a) Section 3 of the Management Agreement is hereby deleted and replaced in its
entirety by the following:
3. COMPENSATION OF THE MANAGER. The Portfolio shall pay to the
Manager as compensation for the services rendered hereunder and as full
reimbursement for all officers compensation and ordinary operating
expenses of the Portfolio paid by the Manager under paragraph 2 hereof,
a management fee at an annual rate of 0.80% of the average daily net
asset value of the Portfolio (the "Management Fee").
The Management Fee shall be computed and accrued daily and shall be
paid by the Portfolio to the Manager periodically.
(b) The remainder of the Management Agreement, with such provision as amended,
will remain in full force and effect.
IN WITNESS WHEREOF, each Party represents and warrants that the person signing
this Agreement on its behalf is an officer authorized to execute this Agreement
on behalf of such Party and the Parties have caused this Agreement to be
executed and their respective corporate seals to be affixed as of the date first
above written by their respective officers hereunto duly authorized.
THE RESERVE FUNDS,
on behalf of U.S. Government Fund
BY: /s/ Xxxxx X. Xxxx XX
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Title: President
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RESERVE MANAGEMENT COMPANY, INC.
BY: /s/ Xxxxx X. Xxxx
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Title: President
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