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:
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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: ------------------------------------
Title ----------------------------------
X.X. XXXXXX INVESTMENT MANAGEMENT INC.
By: ------------------------------------
Title ----------------------------------
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SCHEDULE A
TO THE ADVISORY AGREEMENT
NAME OF THE FUND
EQUITY FUNDS
ADVISORY FEE AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS
--------------------------------
PRE-FEBRUARY POST-FEBRUARY
NAME AS OF AUGUST 19, 2004 NEW NAME AS OF FEBRUARY 19, 2005 18, 2005 18, 2005
-------------------------- -------------------------------- ------------ -------------
JPMorgan Capital Growth Fund* JPMorgan Capital Growth Fund 0.40 0.40
JPMorgan Dynamic Small Cap Fund* JPMorgan Dynamic Small Cap Fund 0.65 0.65
JPMorgan Xxxxxxx Asia Equity Fund* JPMorgan Asia Equity Fund 1.00 1.00
JPMorgan Xxxxxxx International JPMorgan International Growth Fund 1.00 0.80
Growth Fund*
JPMorgan Xxxxxxx International JPMorgan International Small Cap 1.00 1.00
Small Cap Equity Fund* Equity Fund
JPMorgan Xxxxxxx Intrepid JPMorgan Intrepid European Fund 0.65 0.65
European Fund*
JPMorgan Xxxxxxx Japan Fund* JPMorgan Japan Fund 1.00 1.00
JPMorgan Growth and Income Fund JPMorgan Growth & Income Fund 0.00 0.00
JPMorgan Select Growth and Income JPMorgan Select Growth & Income Fund 0.00 0.00
Fund*
JPMorgan Small Cap Equity Fund JPMorgan Small Cap Equity Fund 0.65 0.65
FIXED INCOME FUNDS
ADVISORY FEE AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS
--------------------------------
PRE-FEBRUARY POST-FEBRUARY
NAME AS OF AUGUST 19, 2004 NEW NAME AS OF FEBRUARY 19, 2005 18, 2005 18, 2005
-------------------------- -------------------------------- ------------ -------------
JPMorgan Short Term Bond Fund II* JPMorgan Short Term Bond Fund II 0.25 0.25
JPMorgan Strategic Income Fund*(1) JPMorgan Strategic Income Fund 0.50 0.45
JPMorgan U.S. Treasury Income JPMorgan U.S. Treasury Income Fund 0.30 0.30
Fund*(2)
------------------------------
* 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 Strategic Income Fund will be asked to
approve the reorganization of that Fund with and into the JPMorgan Global
Strategic Income Fund at a shareholder meeting to be held January 20, 2005.
If shareholders approve the reorganization, the JPMorgan Strategic 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.
(2) Shareholders of the JPMorgan U.S. Treasury Income Fund will be asked
to approve the reorganization of that Fund with and into the One Group
Government Bond Fund at a shareholder meeting to be held January 20, 2005.
If shareholders approve the reorganization, the JPMorgan U.S. Treasury
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.
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