Exhibit 5.(g)
STRATUS FUNDS, INC.
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
FOR GROWTH PORTFOLIO
THIS AMENDMENT TO INVESTMENT ADIVSORY AGREEMENT (the
"Amendment"), made as of the 16th day of December, 1997, by and between Stratus
Fund, Inc., a Minnesota corporation (the "Fund") and Union Bank & Trust Company,
a Nebraska state bank (the "Investment Adviser") (together, the "Parties"),
amends the Investment Advisory Agreement for the Growth Portfolio between the
Parties dated August 1, 1993 (the "Agreement"):
WHEREAS, the Parties wish to amend the Agreement to revise the
compensation paid by the Fund on behalf of the Growth Portfolio for services
provided by the Investment Adviser to the Growth Portfolio under the Agreement.
NOW, THEREFORE, for good and valuable consideration, the Parties agree
that Exhibit 1 to the Agreement shall be amended hereby to provide that the fee
payable to the Investment Adviser under Section 4 of the Agreement is 0.75%.
IN WITNESS WHEREOF, the parties hereto have executed, accepted and
delivered this Amendment on the day and year first above written.
STRATUS FUND, INC.
By __________________________
Chairman
UNION BANK AND TRUST COMPANY
By___________________________
President
1
