EXHIBIT (d)(5)
THE LUTHERAN BROTHERHOOD FAMILY OF FUNDS
AMENDMENT NO. 1 TO MASTER ADVISORY CONTRACT
AMENDMENT NO. 1 to the Master Advisory Contract between Lutheran
Brotherhood Research Corp. (the "Adviser") and The Lutheran Brotherhood
Family of Funds (the "Trust"), dated as of November 1, 1993, as supplemented
by letters dated June 8, 1996 and May 30, 1997 (together, the "Advisory
Contract"), effective as of the 3rd day of December, 1998.
W I T N E S S E T H:
WHEREAS, the Adviser serves as investment adviser to the Lutheran
Brotherhood Fund, Lutheran Brotherhood Opportunity Growth Fund, Lutheran
Brotherhood Income Fund, Lutheran Brotherhood Municipal Bond Fund, Lutheran
Brotherhood Money Market Fund, Lutheran Brotherhood High Yield Fund,
Lutheran Brotherhood World Growth Fund and Lutheran Brotherhood Mid Cap
Growth Fund (each, a "Fund" and collectively, the "Funds"), each a series of
the Trust, pursuant to the Advisory Contract; and
WHEREAS, at a Special Meeting held on December 2, 1998, the
shareholders of each Fund approved an amendment to the Advisory Contract
that, among other things, authorizes the Trustees of the Trust to reduce the
advisory fees payable by one or more Funds to the Adviser without
shareholder approval.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows:
1. The Advisory Contract is hereby amended by deleting Section 8(b) of
the Advisory Contract in its entirety and substituting the following
therefor:
(b) Amendment. No amendment to this Agreement shall become effective
with respect to a Fund unless approved by (i) the Adviser, (ii)
vote of a majority of the outstanding voting securities (as
defined in the 1940 Act) of that Fund and (iii) vote of the
Trustees, including a majority of the Trustees who are not parties
to this Agreement or "interested persons" (as defined in the 1940
Act) of any such party, cast in person at a meeting called for the
purpose of voting on such approval; provided, however, that
approval by vote of a majority of the outstanding voting
securities of a Fund shall not be required with respect to any
amendment that reduces the investment advisory fees payable by a
Fund under the Agreement.
2. All other terms and conditions of the Advisory Contract remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
the Master Advisory Agreement to be executed as of the date first set forth
above.
ATTEST: THE LUTHERAN BROTHERHOOD FAMILY
OF FUNDS
/s/ Xxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxx, Secretary Xxxx X. Xxxxxxxx, President
ATTEST: LUTHERAN BROTHERHOOD RESEARCH
CORP.
/s/ Xxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxx, Secretary Xxxx X. Xxxxxxxx, President
