Exhibit 99(d)(2)
X.X. XXXXXX XXXXXXX MUTUAL FUND GROUP, INC.
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
AMENDMENT, made this 23rd day of December 2004, to the Investment Advisory
Agreement dated December 27, 2000 ("Agreement"), between X.X. Xxxxxx Xxxxxxx
Mutual Fund Group, Inc. (the "Company," formerly known as "Xxxxxxx Mutual Fund
Group, Inc.") and X.X. Xxxxxx Investment Management Inc. as the successor to
Xxxxxx Xxxxxxx Inc.
WHEREAS, on August 19, 2004, the Board of Directors approved the
reorganization of certain series of the Company (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 Directors 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 Shell Reorganization and Merger 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 Directors of the Company approved
a new advisory fee for certain of the Funds to be effective February 19, 2005;
NOW, THEREFORE, this Agreement
WITNESSETH:
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 Directors of the Company have authorized the execution of this
Agreement in their capacity as Directors and not individually, and the Advisor
agrees that neither the Directors nor any officer or employee of the Company nor
any Fund's investors nor any representative or
agent of the Company 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 Company or the Fund(s), that
such Directors, officers, employees, investors, representatives and agents shall
not be personally liable hereunder, and that it shall look solely to the Company
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 XXXXXXX MUTUAL FUND GROUP, INC.
By:
----------------------------------------
Title.
-------------------------------------
X.X. XXXXXX INVESTMENT MANAGEMENT INC.
By:
----------------------------------------
Title.
-------------------------------------
2
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 Mid Cap Value Fund* JPMorgan Mid Cap Value Fund 0.70 0.65
JPMorgan Small Cap Growth Fund*(1) JPMorgan Small Cap Growth Fund 0.80 0.65
----------
* 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 Small Cap Growth Fund will be asked to approve
the reorganization of that Fund with and into the One Group Small Cap
Growth Fund at a shareholder meeting to be held January 20, 2005. If
shareholders approve the reorganization, the JPMorgan Small Cap Growth 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.
3
X.X. XXXXXX MUTUAL FUND INVESTMENT TRUST
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
AMENDMENT, made this 23rd day of December 2004, to the Investment Advisory
Agreement dated as of January 1, 1998 between X.X. Xxxxxx Mutual Fund Investment
Trust (the "Trust," formerly known as "Mutual Fund Investment 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; 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
new advisory fees for certain of the Funds to be effective February 19, 2005;
NOW, THEREFORE, this Agreement
WITNESSETH:
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 INVESTMENT TRUST
By:
---------------------------------------
Title.
------------------------------------
X.X. XXXXXX INVESTMENT MANAGEMENT INC.
By:
---------------------------------------
Title.
------------------------------------
2
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 Equity Growth Fund* (1) JPMorgan Equity Growth Fund 0.50 0.50
JPMorgan Equity Income Fund* (2) JPMorgan Equity Income Fund 0.40 0.40
JPMorgan Mid Cap Growth Fund* JPMorgan Mid Cap Growth Fund 0.65 0.65
----------
* 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 Equity Growth Fund will be asked to approve
the reorganization of that Fund with and into the One Group Large Cap
Growth Fund at a shareholder meeting to be held January 20, 2005. If
shareholders approve the reorganization, the JPMorgan Equity Growth 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 Equity Income Fund will be asked to approve
the reorganization of that Fund with and into the One Group Equity Income
Fund at a shareholder meeting to be held January 20, 2005. If shareholders
approve the reorganization, the JPMorgan Equity 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.
