Exhibit 99.(a)(2)
AMENDMENT TO THE
"COMPREHENSIVE FEE" INVESTMENT MANAGEMENT AGREEMENT
FOR THE RESERVE PRIMARY FUND
This Amendment made as of this 24th day of September, 2003 to the Investment
Management Agreement for the Primary Fund, dated June 26, 1999 ("Management
Agreement"), by and between The Reserve Funds, a Massachusetts business trust
(the "Trust"), on behalf of the RESERVE PRIMARY 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. Each Portfolio shall pay to the
Manager a comprehensive fee on behalf of each Class as set forth in
Schedule A. Such fee shall represent compensation to the Manager for
"Investment Advisory Services" as previously described under Paragraph
1, and for "Other Services and Assumption of Certain Expenses" as
previously described in paragraph 2 hereof (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 the Primary 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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