Exhibit 23(d)(ii)
AMENDMENT TO MANAGEMENT AGREEMENT
BETWEEN
THE XXXXXX SQUARE FUND
AND
XXXXXX SQUARE MANAGEMENT CORPORATION
Amendment, dated as of June 29, 1998, amends the Management Agreement
dated August 9, 1991 ("Management Agreement") between The Xxxxxx Square Fund
(the "Trust") and Xxxxxx Square Management Corporation (the "Adviser").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "Investment Company Act"), as an open-end management
investment company and offers for sale distinct series of shares of beneficial
interest ("Series"), each corresponding to a distinct portfolio; and
WHEREAS, the Trust has retained the Adviser to furnish certain services
including investment advisory, portfolio management and administrative services
to the Trust and each Series pursuant to the Management Agreement.
NOW THEREFORE, it is agreed between the parties hereto as follows:
1. Paragraph 5 of the Management Agreement shall be deleted and replaced
in its entity with the following:
5. COMPENSATION OF THE ADVISER. For the services to be rendered and
the payments made pursuant to this Agreement the Adviser shall
receive an annual fee, payable monthly as soon as practicable
after the last day of each month, at the annual rate of 0.47% of
each Series' first $1 billion of average daily net assets; 0.43%
of each Series' next $500 million of average daily net assets;
0.40% of each Series' next $500 million of average daily net
assets; and 0.37% of each Series' average daily net assets in
excess of $2 billion, as determined at the close of the business
on each day throughout the month. The value of net assets shall
be determined pursuant to the applicable provisions of the
Trust's Declaration of Trust, its By-Laws and the Investment
Company Act. If, pursuant to such provisions, the determination
of the net asset value of any Series of the Trust is suspended
for any particular business day, then the value of the net assets
of that Series on that day shall be deemed to be the value of its
net assets as determined on the preceding business day. If the
determination of the net asset value of any Series has been
suspended for more than one month, the Adviser's compensation
payable at the end of that month shall be computed on the basis
of the value of the net assets of the Series as last determined
(whether during or prior to such month). The Adviser agrees to
reimburse the Trust or to waive all or part of its advisory
fee on a monthly basis, to the extent that the annual operating expenses of any
Series exceed the highest applicable expense limitation established pursuant to
the statutes or regulations of any jurisdiction in which the shares of the
Series are qualified or registered for offer and sale.
2. All other provisions of the Management Agreement shall remain in full
force in effect.
IN WITNESS WHEREOF the parties have caused this instrument to be signed
on their behalf by their respective officers thereunto duly authorized, as of
the date first written above.
THE XXXXXX SQUARE FUND
By: /S/ XXXX X. XXXX
Name: Xxxx X. Xxxx
Title: Vice President
XXXXXX SQUARE MANAGEMENT CORPORATION
By: /S/ XXXX X. XXXX
Name: Xxxx X. Xxxx
Title: Vice President
