AMENDMENT No. 1 TO SUB-ADVISORY AGREEMENT

EX – 99. – (d)(11)

AMENDMENT No. 1 TO SUB-ADVISORY AGREEMENT

This Amendment, dated as of February 17, 2006 is entered into between the Mercantile Capital Advisors, Inc. a Maryland corporation (the “Adviser”), and Xxxx Xxxxxxxxx Asset Management, LLC, an Ohio limited liability Company (the “Sub-Adviser”).

WHEREAS, the Adviser and Sub-Adviser have entered into an Advisory Agreement dated as of July 30, 2003 (the “Sub-Advisory Agreement”) under which the Sub-Adviser provides investment advisory services to the Mercantile Limited Maturity Bond Fund, Mercantile Total Return Bond Fund, and Mercantile Low Duration Fund, each a series of Mercantile Funds, Inc.;

WHEREAS, the Adviser and Sub-Adviser mutually desire to revise the fee paid by the Adviser to the Sub-Adviser as set forth in Section 8 and described in Schedule A of the Sub-Advisory Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in the Agreement herein, the parties hereto agree to replace Schedule A of the Sub-Advisory Agreement Schedule A (As Amended February 17, 2006), as attached hereto.

Except to the extent amended hereby, the Sub-Advisory Agreement shall remain unchanged and in full force and effect and is hereby ratified and confirmed in all respects as amended hereby.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date and year first above written.

Xxxx Xxxxxxxxx Asset Management, LLC
By:		\s\ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: C.E.O.
Mercantile Capital Advisors, Inc.
By:		\s\ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Senior Vice President and Chief Operating Officer

Schedule A

(As Amended February 17, 2006)

To the Sub-Advisory Agreement

between Mercantile Capital Advisors, Inc.

and Xxxx Xxxxxxxxx Asset Management, LLC

Name of Fund		Compensation
Limited Maturity Bond Fund		On average net assets up to $140,403,000 On average net assets greater than $140,403,000 and up to $1 billion On net assets greater than $1 billion		0.20 0.30 0.17	% % %
Total Return Bond Fund		On average net assets up to $144,344,000 On average net assets greater than $144,344,000 and up to $1 billion On average net assets greater than $1 billion		0.20 0.30 0.17	% % %
Low Duration Fund		On average net assets up to $5,809,000 On average net assets greater than $5,809,000 and up to $1 billion On average net assets greater than $1 billion		0.20 0.30 0.17	% % %

All fees payable to Xxxx Xxxxxxxxx Asset Management, LLC shall be waived proportionally subject to any fee management waivers that Mercantile Capital Advisors, Inc. has voluntarily made in order to keep the annual fees and expenses for each Fund at a certain level.

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