Exhibit 99D.5(a)
AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
FOR THE BRAZOS MID CAP GROWTH PORTFOLIO
This Amendment, dated as of the 1st day of January, 2001, is entered
into between BRAZOS MUTUAL FUNDS (the "Trust"), a Delaware business trust, and
Xxxx XxXxxx Investment Counsel (the "Investment Adviser").
WHEREAS, the Trust and the Investment Adviser have entered into an
Investment Advisory Agreement dated as of October 14, 1999 (the "Advisory
Agreement"), pursuant to which the Trust appointed the Investment Adviser to act
as investment adviser to the Trust for its Brazos Mid Cap Growth Portfolio; and
WHEREAS, Section 3 of the Advisory Agreement provides for compensation
of the Investment Adviser under the Advisory Agreement;
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree to amend Section 3 of the Advisory Agreement as follows:
COMPENSATION OF THE ADVISER. For the services to be rendered by the
Investment Adviser as provided in Section 1 of the Advisory Agreement, the Trust
shall pay to the Investment Adviser in monthly installments, an advisory fee
calculated by applying the following annual percentage rates to the Trust's
average daily net assets for the month:
BRAZOS Mid Cap Growth Portfolio 0.75%
In the event of termination of this Agreement, the fee provided in this
Section shall be computed on the basis of the period ending on the last business
day on which this Agreement is in effect subject to a pro rata adjustment based
on the number of days elapsed in the current fiscal month as a percentage of the
total number of days in such month.
Except to the extent amended hereby, the 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.
BRAZOS MUTUAL FUNDS
By: /s/ Xxx Xxxxxxxxxxxx
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Title: President
XXXX XXXXXX INVESTMENT COUNSEL
By: /s/ Xxxxx X. Xxxxxxx
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Title: Partner
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