Exhibit 5.6
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Mutual Funds
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
August 14, 1998
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Capital Management
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
This will confirm our agreement that the Investment Advisory Agreement
between us dated September 7, 1997, as amended, is hereby amended by adding
thereto the ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Large Cap Value Fund as a Fund thereunder. The
full list of Funds covered by the Agreement and the annual advisory fee with
respect to each such Fund shall be as set forth on Exhibit A.
In all other respects, the Investment Advisory Agreement will remain
in full force and effect. Please sign this letter below to confirm your
agreement with this amendment.
Very truly yours,
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▇. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
Secretary
AGREED:
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Capital Management
By: ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Capital Management
Holdings, L.P., its General Partner
By: ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Capital Management
Holdings, Inc., its General Partner
By:
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▇. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
Secretary
EXHIBIT A
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ MID CAP GROWTH FUND (formerly ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Core Growth
Fund): 0.75% of the first $500 million of the Fund's average net assets, 0.675%
of the next $500 million of net assets, and 0.65% of net assets in excess of $1
billion.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ LARGE CAP GROWTH FUND: 0.75% of the first $500 million of the
Fund's average net assets, 0.675% of the next $500 million of net assets, and
0.65% of net assets in excess of $1 billion.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ MINI CAP GROWTH FUND: 1.25% of the Fund's average net assets.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ SMALL CAP GROWTH FUND (formerly ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Emerging
Growth Fund): 1.00% of the Fund's average net assets.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ CONVERTIBLE FUND (formerly ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Income & Growth
Fund): 0.75% of the first $500 million of the Fund's average net assets, 0.675%
of the next $500 million of net assets, and 0.65% of net assets in excess of $1
billion.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ BALANCED GROWTH FUND: 0.75% of the first $500 million of the
Fund's average net assets, 0.675% of the next $500 million of net assets, and
0.65% of net assets in excess of $1 billion.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ WORLDWIDE GROWTH FUND: 1.00% of the first $500 million of the
Fund's average net assets, .90% of the next $500 million of net assets, and .85%
of net assets in excess of $1 billion.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ INTERNATIONAL CORE GROWTH FUND: 1.00% of the first $500
million of the Fund's average net assets, 0.90% of the next $500 million of net
assets, and 0.80% of net assets in excess of $1 billion.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ EMERGING COUNTRIES FUND: 1.25% of the Fund's average net
assets.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ GLOBAL GROWTH & INCOME FUND: .85% of the Fund's average net
assets.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ INTERNATIONAL SMALL CAP GROWTH FUND: 1.00% of the first $500
million of the Fund's average net assets, .90% of the next $500 million of net
assets, and .85% of net assets in excess of $1 billion.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ MONEY MARKET FUND: .25% of the first $500 million of the
Fund's average net assets, and .2275% of net assets in excess of $500 million.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ VALUE FUND: 0.75% of the first $500 million of the Fund's
average net assets, 0.675% of the next $500 million of net assets, and 0.65% of
net assets in excess of $1 billion.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ HIGH YIELD BOND FUND: 0.60% of the Fund's average net assets.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ STRATEGIC INCOME FUND: 0.60% of the Fund's average net
assets.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ SHORT-INTERMEDIATE FIXED INCOME FUND: 0.30% of the first $250
million of the Fund's average net assets and 0.25% of the net assets in excess
of $250 million.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ HIGH QUALITY BOND FUND (formerly ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Fully
Discretionary Fixed Income Fund): 0.45% of the first $500 million of the Fund's
average net assets, 0.40% of the next $250 million of net assets, and 0.35% of
net assets in excess of $750 million.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ GLOBAL BLUE CHIP FUND: 0.80% of the Fund's average net
assets.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ EMERGING MARKETS BOND FUND: 0.70% of Fund's average net
assets.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ PACIFIC RIM FUND: 1.00% of Fund's average net assets.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ GREATER CHINA FUND: 1.00% of the Fund's average net assets.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ LATIN AMERICA FUND: 1.25% of the Fund's average net assets.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ GLOBAL TECHNOLOGY FUND: 1.00% of the Fund's average net
assets.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ LARGE CAP VALUE FUND: 0.75% of the Fund's average net
assets.
