X.X. XXXXXX FUNDS
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
AMENDMENT, made this 23rd day of December, 2004, to the Investment
Advisory Agreement dated September 7, 2001 between X.X. Xxxxxx Funds (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 certain Funds 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;
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 FUNDS
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
EQUITY FUNDS
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ADVISORY FEE AS A PERCENTAGE OF
NAME AS OF AUGUST 19, 2004 NEW NAME AS OF FEBRUARY 19, 2005 AVERAGE DAILY NET ASSETS
--------------------------------------- ---------------------------------------- -------------------------------------
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PRE-FEBRUARY 18, POST-FEBRUARY
2005 18, 2005
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JPMorgan U.S. Small Company JPMorgan U.S. Small Company 0.60 0.60
Opportunities Fund*1 Opportunities Fund
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FIXED INCOME FUNDS
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NAME AS OF AUGUST 19, 2004 NEW NAME AS OF FEBRUARY 19, 2005 ADVISORY FEE AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS
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--------------------------------------- ---------------------------------------- ------------------ ------------------
PRE-FEBRUARY 18, POST-FEBRUARY
2005 18, 2005
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JPMorgan Xxxxxxx Emerging Markets JPMorgan Emerging Markets Debt Fund 0.70 0.70
Debt Fund*
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267289.1.DC_03
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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 U.S. Small Company Opportunities 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 U.S. Small Cap Opportunities 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.
