Mutual Fund Select Group Sample Contracts

Form of] AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • April 29th, 2004 • Jp Morgan Mutual Fund Select Group
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TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • April 29th, 2004 • Jp Morgan Mutual Fund Select Group

Closed CUSIPS - $150 per month through May of the following year B. ACCOUNT MAINTENANCE AND PROCESSING FEES Non-Institutional Non-Network Level 3 Open Accounts - $16.35 per account per year Non-Institutional Network Level 3 Open Accounts - $12.85 per account per year Institutional Open Accounts: Accounts in the range from 0 - 400: no charge, included in complex base fee Accounts in the range from 401 - 600: $1,160 per account per year Accounts in the range from 601 - 800: $930 per account per year Accounts in the range from 801 - 1,000: $700 per account per year Accounts in the range over 1,000: $580 per account per year

INVESTMENT SUBADVISORY AGREEMENT between THE CHASE MANHATTAN BANK and CHASE ASSET MANAGEMENT (LONDON) LIMITED
Investment Subadvisory Agreement • October 2nd, 1996 • Mutual Fund Select Group • New York
INVESTMENT ADVISORY AGREEMENT BETWEEN MUTUAL FUND SELECT GROUP AND THE CHASE MANHATTAN BANK
Investment Advisory Agreement • October 2nd, 1996 • Mutual Fund Select Group • New York
WITNESSETH:
Administration Agreement • October 2nd, 1996 • Mutual Fund Select Group
FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 30th, 2004 • Jp Morgan Mutual Fund Select Group • New York

THIS AGREEMENT is made as of the 10th day of August, 2004, among the One Group® Mutual Funds (“OGMF”), each of the JP Morgan Funds listed in Exhibit A (“JPM Funds”) (together with the OGMF, the “Existing Funds”) and JPMorgan Chase & Co. (“Company”).

FORM OF TRANSFER AGENCY AGREEMENT Made as of the day of , 2004 by and between EACH OF THE ENTITIES LISTED ON EXHIBIT A HERETO And BOSTON FINANCIAL DATA SERVICES, INC.
Transfer Agency Agreement • September 30th, 2004 • Jp Morgan Mutual Fund Select Group • Massachusetts

THIS AGREEMENT made as of the day of , 2004, by and between each of the entities listed on Appendix A hereto and each being an entity of the type set for on Appendix A and organized under the laws of the state as set forth on such Appendix, each with a principal place of business at 522 5th Ave., New York, NY 10036 and each of which is acting on its own behalf and on behalf of each of the portfolios listed under its name in Appendix A (jointly and severally, such portfolios shall be referred to hereinafter as the “Fund” or “Funds), and BOSTON FINANCIAL DATA SERVICES, INC., a corporation existing under the laws of the Commonwealth of Massachusetts, having its principal place of business at 2 Heritage Drive, North Quincy, Massachusetts 02171 (“BOSTON FINANCIAL”):

FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • September 30th, 2004 • Jp Morgan Mutual Fund Select Group • Delaware

AGREEMENT dated as of the 19th day of August, 2004 by and between each of the entities listed on Schedule A, each of which is a corporation, business trust or statutory trust as indicated on Schedule A (each referred to herein as the “Trust”), each having its principal place of business at 522 Fifth Avenue, New York, New York 10036, and One Group Administrative Services, Inc. (“Administrator”), a Delaware corporation having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43240. This Agreement shall be effective February 19, 2005.

FORM OF SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • September 30th, 2004 • Jp Morgan Mutual Fund Select Group • Delaware

THIS AGREEMENT dated as of , 2004, by and between each of the entities listed on Schedule A, each of which is a corporation, business trust or statutory trust as indicated on Schedule A (each, a “Trust” and, collectively, the “Trusts”), each having its principal place of business at 522 Fifth Avenue, New York, New York 10036, and One Group Dealer Services, Inc. (“Shareholder Servicing Agent”), a registered broker-dealer incorporated under the laws of the State of Delaware having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43240 (“Agreement”). This Agreement shall be effective February 19, 2005.

Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017
Agreement and Plan of Reorganization • June 8th, 2001 • Mutual Fund Select Group
FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • September 30th, 2004 • Jp Morgan Mutual Fund Select Group • Delaware
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Contract
Investment Advisory Agreement • September 30th, 2004 • Jp Morgan Mutual Fund Select Group • Massachusetts

AMENDMENT, made this day of , 200 , to the Investment Advisory Agreement dated as of May 6, 1996 between JP Morgan Mutual Fund Select Group (the “Trust,” formerly known as “Mutual Fund Select Group”) and The Chase Manhattan Bank, N.A., as assigned to J.P. Morgan Fleming Asset Management (USA) Inc. in .an Assignment and Assumption Agreements dated February 28, 2001, and then succeeded to by J.P. Morgan Investment Management Inc.

W I T N E S S E T H:
Shareholder Servicing Agreement • January 31st, 2003 • Mutual Fund Select Group • New York
FORM OF FEE WAIVER AGREEMENT March 14, 2003 Mutual Fund Select Group c/o J. P. Morgan Fund Distributors, Inc. 522 Fifth Avenue New York, N.Y. 10036 Dear Sirs: JPMorgan Chase Bank ("JPMorgan Chase Bank"), hereby agrees to reimburse the JPMorgan Bond...
Fee Waiver Agreement • November 15th, 2002 • Mutual Fund Select Group

JPMorgan Chase Bank ("JPMorgan Chase Bank"), hereby agrees to reimburse the JPMorgan Bond Fund II (the "Fund"), through March 31, 2004 with respect to Class A and Select Class Shares to the extent necessary to maintain the Class A and Select Class Shares' total operating expenses at the annual rate of 0.75% and 0.60%, respectively, of the average daily net assets. This reimbursement arrangement does not include interest, taxes, extraordinary expenses, expenses related to the Fund's deferred compensation plan.

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