X.X. XXXXXX MUTUAL FUND SELECT TRUST
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 X.X. Xxxxxx Mutual Fund
Select Trust (the "Trust," formerly known as "Mutual Fund Select Trust") and
The Chase Manhattan Bank, N.A., as assigned to X.X. Xxxxxx Xxxxxxx Asset
Management (USA) Inc. in an Assignment and Assumption Agreements dated
February 28, 2001, and then succeeded to by X.X. Xxxxxx Investment Management
Inc.
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.
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 SELECT TRUST
By:
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Title.
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X.X. XXXXXX INVESTMENT MANAGEMENT INC.
By:
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Title.
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2
SCHEDULE A
TO THE ADVISORY AGREEMENT
NAME OF THE FUND
FIXED INCOME FUNDS
ADVISORY FEE AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS
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PRE-FEBRUARY POST-FEBRUARY
NAME AS OF AUGUST 19, 2004 NEW NAME AS OF FEBRUARY 19, 2005 18, 2005 18, 2005
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JPMorgan Intermediate Tax Free JPMorgan Intermediate Tax Free 0.30 0.30
Income Fund* Income Fund
JPMorgan New Jersey Tax Free JPMorgan New Jersey Tax Free Bond 0.30 0.30
Income Fund* Fund
JPMorgan New York Intermediate JPMorgan New York Tax Free Bond 0.30 0.30
Tax Free Income Fund* Fund
JPMorgan Tax Free Income Fund*(1) JPMorgan Tax Free Income Fund 0.30 0.30
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* Shareholders of the Fund will be asked to approve the reorganization of the
Fund with and into a corresponding series of the X.X. Xxxxxx Mutual Fund
Series at a shareholder meeting to be held on January 20, 2005. If
shareholders approve the reorganization, the Fund will no longer be part of
this Agreement effective upon closing of the reorganization, which is
expected to occur on or about February 18, 2005.
(1) Shareholders of the JPMorgan Tax Free Income Fund will be asked to approve
the reorganization of that Fund with and into the One Group Tax-Free Bond
Fund at a shareholder meeting to be held January 20, 2005. If shareholders
approve the reorganization, the JPMorgan Tax Free Income Fund will no longer
be part of this Agreement effective upon the closing of the reorganization,
which is expected to occur on or about February 18, 2005 or on such later
date as the parties to the reorganization transaction shall agree.
