AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
FOR THE BRAZOS MULTI CAP GROWTH PORTFOLIO
(FORMERLY THE BRAZOS GROWTH PORTFOLIO)
This Amendment, dated as of the 1st day of January, 2000, is entered
into between BRAZOS MUTUAL FUNDS (the "Trust"), a Delaware business trust, and
▇▇▇▇ ▇▇▇▇▇▇ Investment Counsel (the "Investment Adviser").
WHEREAS, the Trust and the Investment Adviser have entered into an
Investment Advisory Agreement dated as of June 25, 1999 (the "Advisory
Agreement"), pursuant to which the Trust appointed the Investment Adviser to act
as investment adviser to the Trust for its Brazos Growth Portfolio (renamed the
Brazos Multi Cap 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 Multi Cap 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:
--------------------------------------
Title:
▇▇▇▇ ▇▇▇▇▇▇ INVESTMENT COUNSEL
By:
--------------------------------------
Title: