WITNESSETH:

 
                                                             EXHIBIT 99.B5(A)(I)

                     FORM OF AMENDMENT TO THE XXXXXXX PLAN
                         INVESTMENT ADVISORY AGREEMENT



     This amendment, dated as of the _____th  day of __________________, 1998,
made by and between THE XXXXXXX PLAN (the "Trust"), a Delaware business trust
operating as a registered investment company under the Investment Company Act of
1940, as amended, duly organized and existing under the laws of the State of
Delaware and XXXXXXX PARTNERS, LTD.  (the "Investment Advisor"), a Florida
limited partnership and registered investment advisor under the Investment
Advisers Act of 1940, as amended (collectively, the "Parties").

                                  WITNESSETH:

     WHEREAS, the Trust and Investment Advisor have entered into an agreement
dated January 19, 1994 as subsequently amended (the "Investment Advisory
Agreement"), wherein the Investment Advisor has agreed to serve as an advisor
and provide investment management services; and

     WHEREAS,  the Trust is authorized to issue separate series of shares
representing interests in separate investment portfolios (each referred to as a
"Series" and collectively, as the "Series"); and

     WHEREAS, the Parties wish to amend the Investment Advisory Agreement to
clarify that such Agreement governs only The Xxxxxxx Plan Series of the Trust;

     NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:

     1.   To amend the initial introductory paragraph of the Investment Advisory
          Agreement to read as follows:

          AGREEMENT, made by and between THE XXXXXXX PLAN, a Delaware business
          trust ( the "Trust") on behalf of THE XXXXXXX PLAN series of the Trust
          (the "Fund") and XXXXXXX PARTNERS, LTD., a Florida limited partnership
          (the "Investment Advisor").

     2.   The effective date of this amendment shall be May 1, 1998.

 
     IN WITNESS WHEREOF, the Parties hereto have caused this amendment
consisting of one  type written page, to be signed by their duly authorized
officers and their corporate seals hereunto duly affixed as of the day and year
first above written.

THE XXXXXXX PLAN                              XXXXXXX PARTNERS, LTD.

                                                                                
____________________________                  _______________________________
By: Xxxxxx X. Ally, Chairman                  BY: COVENANT FUNDS, INC.
                                              MANAGING GENERAL PARTNER
                                              Xxxxxx X. Ally, President

____________________________                  _______________________________
Attest: Xxxxxx X. Xxxxxxxxxx, Secretary       Attest: Xxxxxx Ally, Secretary