INVESTMENT ADVISORY AGREEMENT



         This Agreement, dated as of the 14th day of November, 1998, made by and

between Trainer, Wortham First Mutual Funds, a business trust (the "Trust")

operating as an open-end, management investment company registered under the

Investment Company Act of 1940, as amended (the "Act"), on behalf of FIRST

MUTUAL FUND (the "Series")and Trainer, Wortham & Co., Inc., a wholly-owned

subsidiary of First Republic Bank, with its principal offices at 845 Third

Avenue, 6th Floor, New York, NY 10022 ( "Investment Advisor").



         WHEREAS, the Trust is registered as an open-end, management investment

company under the Act; and



         WHEREAS, the Trust desires to retain the Investment Advisor to furnish

investment advisory and administrative services with respect to the Series, and

the Investment Advisor is willing to so furnish such services;



         NOW, THEREFORE, in consideration of the premises and mutual covenants

herein contained, it is agreed between the parties as follows:



         1. APPOINTMENT. The Trust hereby appoints the Investment Advisor to act

as investment advisor to the Series for the period and on the terms set forth in

this Agreement. The Investment Advisor accepts such appointment and agrees to

furnish the services herein set forth for the compensation herein provided.



         2. DELIVERY OF DOCUMENTS. The Series has furnished the Investment

Advisor with copies of each of the following:



                (a) Resolutions of the Board of Trustees authorizing the

appointment of the Investment Advisor and approving this Agreement;



                (b) The Series most recent prospectus and Statement of

Additional Information (such prospectus and Statement of Additional Information,

as presently in effect and all amendments and supplements thereto, are herein

called the "Prospectus").



         The Series will furnish the Investment Advisor from time to time with

copies of all amendments of or supplements to the foregoing.



         3. MANAGEMENT Subject to the supervision of the Board of Trustees, the

Investment Advisor will provide a continuous investment program for the Series,

including investment research and day-to-day management of the Series' assets.

The Investment Advisor will determine from time to time what securities and

other investment will be purchased, retained or sold by the Series. The

Investment Advisor will provide the services under this Agreement in accordance

with the Series' investment objective, policies and restrictions as stated in

the Prospectus and resolutions of the Board of Trustees. The Series wishes to be

informed of important developments materially affecting the Series and its

shareholders, and the Investment Advisor agrees to furnish to the Series, from

time to time, such information as may be appropriate for this purpose. The

Investment Advisor further agrees that it:

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