X.X. XXXXXX SERIES TRUST
FORM OF
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
AMENDMENT, made this 23rd day of December 2004, to the Investment Advisory
Agreement dated May 11, 1998 ("Agreement") between X.X. Xxxxxx Series Trust (the
"Trust") and 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
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 SERIES 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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SCHEDULE A
TO THE ADVISORY AGREEMENT
NAME OF THE FUND
EQUITY FUNDS
ADVISORY FEE AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS
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PRE-FEBRUARY 18, POST-FEBRUARY 18,
NAME AS OF AUGUST 19, 2004 NEW NAME AS OF FEBRUARY 19, 2005 2005 2005
-------------------------------------- ---------------------------------------- ---------------- -----------------
JPMorgan Global 50 Fund *(1) JPMorgan Global 50 Fund 1.25 0.60
JPMorgan Global Healthcare Fund* JPMorgan Global Healthcare Fund 1.25 0.85
JPMorgan Market Neutral Fund* JPMorgan Market Neutral Fund 1.50 1.25
JPMorgan Tax Aware Disciplined Equity JPMorgan Tax Aware Disciplined Equity
Fund* Fund 0.35 0.35
JPMorgan Tax Aware U.S. Equity Fund* JPMorgan Tax Aware U.S. Equity Fund 0.45 0.45
FIXED INCOME FUNDS
ADVISORY FEE AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS
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PRE-FEBRUARY 18, POST-FEBRUARY 18,
NAME AS OF AUGUST 19, 2004 NEW NAME AS OF FEBRUARY 19, 2005 2005 2005
-------------------------------------- ---------------------------------------- ---------------- -----------------
JPMorgan California Bond Fund* JPMorgan California Tax Free Bond Fund 0.30 0.30
JPMorgan Enhanced Income Fund* JPMorgan Enhanced Income Fund 0.25 0.25
JPMorgan Tax Aware Enhanced Income JPMorgan Tax Aware Enhanced Income Fund
Fund* 0.25 0.25
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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 Global 50 Fund will be asked to approve the
reorganization of that Fund with and into the JPMorgan Xxxxxxx
International Opportunities Fund at a shareholder meeting to be held
January 20, 2005. If shareholders approve the reorganization, the JPMorgan
Global 50 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.
