Exhibit 99(d)(3)(b)
X.X. XXXXXX MUTUAL FUND GROUP
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
AMENDMENT, made this 23rd day of December 2004, to the Investment Advisory
Agreement dated as of May 6, 1996, between Mutual Fund Group (the "Trust,"
renamed "X.X. Xxxxxx Mutual Fund Group") and The Chase Manhattan Bank, N.A., as
assigned to X.X. Xxxxxx Xxxxxxx Asset Management (USA) Inc. in an Assignment and
Assumption Agreement entered into as of February 28, 2001, and as further
assigned to X.X. Xxxxxx Investment Management Inc. in an Assignment and
Assumption Agreement entered into as of June 25, 2002.
WHEREAS, on August 19, 2004, the Board of Trustees approved the
reorganization of certain series of the Trust (each, a "Fund") with and into
series of other registered investment companies, subject in each case to the
approval of each reorganization transaction by the shareholders of the acquired
Fund at a shareholder meeting to be held January 20, 2005 (each a "Merger"); and
WHEREAS, on August 19, 2004, the Board of Trustees approved the
reorganization of each Fund with and into corresponding series of the X.X.
Xxxxxx Mutual Fund Series, a Massachusetts business trust, subject in each case
to the approval of each reorganization on a Fund-by-Fund basis by the
shareholders of the affected Fund at a shareholder meeting to be held January
20, 2005 (each a "Shell Reorganization"); and
WHEREAS, the Merger and Shell Reorganization transactions described above,
if approved by shareholders, are expected to close on or about February 18,
2005, or such later date as the parties to each such transaction shall agree
(each a "Closing Date"); and
WHEREAS, the parties agree that this Agreement shall not be effective, or
shall cease to be effective, with respect to each Fund whose shareholders
approve a Merger effective as of the close of business on the Closing Date with
respect to each respective Fund; and
WHEREAS, the parties agree that this Agreement shall not be effective, or
shall cease to be effective, with respect to each Fund whose shareholders
approve a Shell Reorganization effective as of the close of business on the
Closing Date with respect to each respective Fund; and
WHEREAS, on August 19, 2004, the Board of Trustees of the Trust approved
new names for certain of the Funds to be effective February 19, 2005; and
WHEREAS, on August 19, 2004, the Board of Trustees of the Trust approved a
new advisory fee for certain of the Funds effective February 19, 2005;
NOW, THEREFORE, this Agreement
W I T N E S S E T H:
that in consideration of the premises and mutual promises hereinafter set forth,
the parties hereto agree as follows:
1. Schedule A to the Agreement is hereby amended as attached hereto.
2. The Trustees of the Trust have authorized the execution of this
Agreement in their capacity as Trustees and not individually, and the Advisor
agrees that neither the Trustees nor any officer or employee of the Trust nor
any Fund's investors nor any representative or agent of the Trust or of the
Fund(s) shall be personally liable upon, or shall resort be had to their private
property for the satisfaction of, obligations given, executed or delivered on
behalf of or by the Trust or the Fund(s), that such Trustees, officers,
employees, investors, representatives and agents shall not be personally liable
hereunder, and that it shall look solely to the trust property for the
satisfaction of any claim hereunder.
3. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original.
4. This Agreement shall be governed by and construed in accordance with the
laws of the State of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the date first written above.
X.X. XXXXXX MUTUAL FUND GROUP
By: /s/ Xxxxxxxx X. Xxxxxxx
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Title
X.X. XXXXXX INVESTMENT MANAGEMENT INC.
By: /s/ Xxxxxx X.X. Xxxxx
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Title
