X.X. XXXXXX MUTUAL FUND SERIES
AMENDED AND RESTATED INVESTMENT
ADVISORY AGREEMENT
AGREEMENT, made this 18th day of February, 2005,
between X.X. Xxxxxx Mutual Fund Series, a trust
organized under the laws of the Commonwealth of
Massachusetts (the "Trust") and X.X. Xxxxxx Investment
Management Inc., a Delaware corporation (the "Advisor").
This Agreement shall be effective as of February 19, 2005.
WHEREAS, the Trust is an open-end diversified
management investment company registered with
the Securities and Exchange Commission under the
Investment Company Act of 1940, as amended
(the "1940 Act"); and
WHEREAS, the Trust desires to retain the Advisor
to render investment advisory services to the series of
the Trust set forth in Schedule A (each, a "Portfolio")
as agreed to from time to time between the Trust and
the Advisor, and the Advisor is willing to render such
services;
WHEREAS, on August 19, 2004, the Boards of
Trustees of certain investment companies (each a
"Company"), each of which is a corporation, business trust,
or statutory trust, approved the reorganization of series
included in those Companies (each, a "Series") with and
into series of other registered investment companies or
Series, subject in each case to the approval of each
reorganization transaction by the shareholders of the
acquired Series at a shareholder meetings to be held January
20, 2005 (each a "Merger"); and
WHEREAS, on August 19, 2004, the Boards of Trustees
of certain Companies approved the reorganization of
certain Series with and into corresponding Portfolios of
the Trust, subject in each case to the approval of each
reorganization transaction on a Series-by-Series basis by
the shareholders of the affected Series at shareholder
meetings to be held January 20, 2005 (each a "Shell
Reorganization"); and
WHEREAS, on August 19, 2004, the Board of Trustees
of the Trust approved the redomiciliation of the Trust as a
Delaware statutory trust to be known as JPMorgan Trust I,
subject to the approval of the redomiciliation transaction
by shareholders of the Trust at a shareholder meeting
to be held January 20, 2005 ("Redomiciliation"); and
WHEREAS, the Merger, Shell Reorganization
and Redomiciliation 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 Portfolio whose shareholders approve
a Merger effective as of the close of business on the
Closing Date with respect to each respective Series; and
WHEREAS, the parties agree that, if the Redomiciliation
is approved by shareholders, this Agreement shall continue
in effect with respect to each Fund that is a series
of the Trust following the Redomiciliation for the remaining
term of this Agreement and JPMorgan Trust I shall
succeed to the rights and obligations of X.X. Xxxxxx
Mutual Fund Series under this Agreement effective
as of the close of business on the Closing Date with
respect to the Redomiciliation; and
WHEREAS, on August 19, 2004, the Board of
Trustees of the Trust approved new names for certain
of the Portfolios to be effective February 19, 2005; and
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. The Trust hereby appoints the Advisor to
act as investment adviser to the Portfolios for the period
and on the terms set forth in this Agreement. The Advisor
accepts such appointment and agrees to render the
services herein set forth, for the compensation herein
provided.
2. Subject to the general supervision of
the Trustees of the Trust, the Advisor shall manage
the investment operations of each Portfolio and the
composition of the Portfolio's holdings of securities
and investments, including cash, the purchase, retention
and disposition thereof and agreements relating
thereto, in accordance with the Portfolio's investment
objectives and policies as stated in the Trust's
registration statement on Form N-1A, as such may
be amended from time to time (the "Registration
Statement"), with respect to the Portfolio, under the
Investment Company Act of 1940, as amended (the
"1940 Act"), and subject to the following
understandings:
(a) the Advisor shall furnish a continuous
investment program for each Portfolio and determine
from time to time what investments or securities will be
purchased, retained, sold or lent by the Portfolio, and
what portion of the assets will be invested or held
uninvested as cash;
(b) the Advisor shall use the same skill and
care in the management of each Portfolio's investments
as it uses in the administration of other accounts
for which it has investment responsibility as agent;
(c) the Advisor, in the performance of its
duties and obligations under this Agreement, shall
act in conformity with the Trust's Declaration of
Trust (such Declaration of Trust, as presently in
effect and as amended from time to time, is herein
called the "Declaration of Trust"), the Trust's By-Laws
(such By-Laws, as presently in effect and as amended
from time to time, are herein called the "By-Laws")
and the Registration Statement and with the instructions
and directions of the Trustees of the Trust and will
conform to and comply with the requirements of the
1940 Act and all other applicable federal and state laws
and regulations;
(d) the Advisor shall determine the securities
to be purchased, sold or lent by each Portfolio and as
agent for the Portfolio will effect portfolio transactions
pursuant to its determinations either directly with the
issuer or with any broker and/or dealer in such securities;
in placing orders with brokers and/or dealers the Advisor
intends to seek best price and execution for purchases
and sales; the Advisor shall also determine whether
the Portfolio shall enter into repurchase or reverse
repurchase agreements;
On occasions when the Advisor deems the purchase
or sale of a security to be in the best interest of
one of the Portfolios as well as other customers
of the Advisor, including any other of the Portfolios, the
Advisor may, to the extent permitted by applicable
laws and regulations, but shall not be obligated to,
aggregate the securities to be so sold or purchased in
order to obtain best execution, including lower brokerage
commissions, if applicable. In such event, allocation of
the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Advisor
in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Portfolio;
(e) the Advisor shall maintain books
and records with respect to each Portfolio's securities
transactions and shall render to the Trust's Trustees
such periodic and special reports as the Trustees may
reasonably request; and
(f) the investment management services
of the Advisor to any of the Portfolios under this
Agreement are not to be deemed exclusive, and
the Advisor shall be free to render similar services
to others.
3. The Trust has delivered copies of each of
the following documents to the Advisor and will promptly
notify and deliver to it all future amendments and
supplements, if any:
(a) The Declaration of Trust;
(b) The By-Laws;
(c) Certified resolutions of the. Trustees
of the Trust authorizing the appointment of the Advisor
and approving the form of this Agreement;
(d) The Trust's Notification of Registration
on Form N-8A and Registration Statement as filed
with the Securities and Exchange Commission
(the "Commission").
In addition, the Trust will furnish promptly the
following documents to the Advisor upon the
effectiveness of each:
(a) any Certificate of Trust for JPMorgan
Trust I filed with the Secretary of State of the State
of Delaware, and all amendments thereto or
restatements thereof;
(b) any Declaration of Trust for JPMorgan
Trust I and all amendments thereto or restatements
thereof (referred to herein as the "New Declaration
of Trust"); and
(c) any by-laws for JPMorgan Trust I
and all amendments thereto.
4. The Advisor shall keep each Portfolio's
books and records required to be maintained by it pursuant
to paragraph 2(e). The Advisor agrees that all records
which it maintains for any Portfolio are the property of
the Trust and it will promptly surrender any of such
records to the Trust upon the Trust's request. The
Advisor further agrees to preserve for the periods
prescribed by Rule 3la-2 of the Commission under
the 1940 Act any such records as are required to be
maintained by the Advisor with respect to any Portfolio
by Rule 31a-1 of the Commission under the 1940 Act.
5. During the term of this Agreement the
Advisor will pay all expenses incurred by it in
connection with its activities under this Agreement,
other than the cost of securities and investments
purchased for a Portfolio (including taxes and brokerage
commissions, if any).
6. For the services provided and the expenses
borne pursuant to this Agreement, each Portfolio will pay
to the Advisor as full compensation therefor a fee at an
annual rate set forth on Schedule A attached hereto.
Such fee will be computed daily and payable as agreed
by the Trust and the Advisor, but no more frequently
than monthly.
7. The Advisor shall not be liable for any
error of judgment or mistake of law or for any loss
suffered by any Portfolio in connection with the matters
to which this Agreement relates, except a loss resulting
from a breach of fiduciary duty with respect to the
receipt of compensation for services (in which case any
award of damages shall be limited to the period and the
amount set forth in Section 36(b)(3) of the 0000
Xxx) or a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance
of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
8. This Agreement will become effective
as to a particular Portfolio as of the date first written
above and, unless sooner terminated as provided herein,
shall continue in effect until October 31, 2005.
Thereafter, if not terminated, this Agreement shall
continue in effect as to a particular Portfolio for
successive periods of twelve months each ending
on October 31 of each year, only so long as such
continuance is specifically approved at least annually
in conformity with the requirements of the 1940 Act;
provided, however, that this Agreement may be
terminated with respect to any Portfolio at any time,
without the payment of any penalty, by vote of a
majority of all the Trustees of the Trust or by vote
of a majority of the outstanding voting securities of
that Portfolio on 60 days' written notice to the Advisor,
or by the Advisor at any time, without the payment of
any penalty, on 90 days' written notice to the Trust.
The termination of this Agreement with respect
to one Portfolio shall not result in the termination of
this Agreement with respect to any other Portfolio.
This Agreement will automatically and immediately
terminate in the event of its "assignment" (as defined in
the 1940 Act).
9. The Advisor shall for all purposes herein
be deemed to be an independent contractor and shall,
unless otherwise expressly provided herein or authorized
by the Trustees of the Trust from time to time, have no
authority to act for or represent the Trust in any way
or otherwise be deemed an agent of the Portfolios.
10. This Agreement may be amended, with
respect to any Portfolio, by mutual consent, but the
consent of the Trust must be approved (a) by vote of
a majority of those Trustees of the Trust who are
not parties to this Agreement or interested persons of
any such party, cast in person at a meeting called for
the purpose of voting on such amendment, and (b)
by vote of a majority of the outstanding voting
securities of the Portfolio.
11. Notices of any kind to be given to the
Advisor by the Trust shall be in writing and shall
be duly given if mailed or delivered to the Advisor at
000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: X.X. Xxxxxx Investment Management, Inc.,
or at such other address or to such other individual as
shall be specified by the Advisor to the Trust. Notices
of any kind to be given to the Trust by the Advisor shall
be in writing and shall be duly given if mailed or
delivered to the JPMorgan Trust I, 000 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: President,
with a copy to the General Counsel at the same address,
or at such other address or to such other individual
as shall be specified by the Trust to the Advisor.
12. 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 Portfolio's investors nor any representative
or agent of the Trust or of the Portfolio(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 Portfolio(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.
13. This Agreement may be executed in one
or more counterparts, each of which shall be deemed to
be an original.
14. This Agreement shall be governed by
and construed in accordance with the laws of the State
of New York.
IN WITNESS WHEREOF, the parties hereto
have caused this instrument to be executed by their
officers designated below as of the 18th day of February, 2005.
X.X. XXXXXX MUTUAL FUND SERIES
By:
Title.
X.X. XXXXXX INVESTMENT MANAGEMENT INC.
By:
Title.
SCHEDULE A
TO THE ADVISORY AGREEMENT
Money Market Funds
Name as of August 19, 2004
New Name as of February 19, 2005
Advisory Fee as a percentage of average daily net assets
Pre-February 18, 2005
Post-February 18, 2005
JPMorgan 100% U.S. Treasury Securities Money Market Fund
JPMorgan 100% U.S. Treasury Securities Money Market Fund
0.10
0.08
JPMorgan California Tax Free Money Market Fund
JPMorgan California Municipal Money Market Fund
0.10
0.08
JPMorgan Federal Money Market Fund
JPMorgan Federal Money Market Fund
0.10
0.08
JPMorgan New York Tax Free Money Market Fund
JPMorgan New York Municipal Market Fund
0.10
0.08
JPMorgan Prime Money Market Fund
JPMorgan Prime Money Market Fund
0.10
0.08
JPMorgan Tax Free Money Market Fund
JPMorgan Tax Free Money Market Fund
0.10
0.08
Equity Funds
Name as of August 19, 2004
New Name as of February 19, 2005
Advisory Fee as a percentage of average daily net assets
Pre-February 18, 2005
Xxxx-Xxxxxxxx 00, 0000
Xxxxxx and Income Portfolio
Growth and Income Portfolio
0.40
0.40
JPMorgan Capital Growth Fund
JPMorgan Capital Growth Fund
0.40
0.40
JPMorgan Disciplined Equity Fund
JPMorgan Disciplined Equity Fund
0.25
0.25
JPMorgan Diversified Fund
JPMorgan Diversified Fund
0.55
0.55
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 Emerging Markets Equity Fund
JPMorgan Emerging Markets Equity Fund
1.00
1.00
JPMorgan Xxxxxxx International Equity Fund
JPMorgan International Equity Fund
1.00
0.80
JPMorgan Xxxxxxx International Growth Fund
JPMorgan International Growth Fund
1.00
0.80
JPMorgan Xxxxxxx International Opportunities Fund
JPMorgan International Opportunities Fund
0.60
0.60
JPMorgan Xxxxxxx International Small Cap Equity Fund
JPMorgan International Small Cap Equity Fund
1.00
1.00
JPMorgan Xxxxxxx International Value Fund
JPMorgan International Value Fund
0.60
0.60
JPMorgan Xxxxxxx Intrepid European Fund
JPMorgan Intrepid European Fund
0.65
0.65
JPMorgan Xxxxxxx Japan Fund
JPMorgan Japan Fund
1.00
1.00
JPMorgan Xxxxxxx Tax Aware International Opportunities Fund
JPMorgan Tax Aware International Opportunities Fund
0.85
0.60
JPMorgan Global Healthcare Fund
JPMorgan Global Healthcare Fund
1.25
0.85
JPMorgan Growth and Income Fund
JPMorgan Growth & Income Fund
0.00
0.00
JPMorgan Intrepid America Fund
JPMorgan Intrepid America Fund
0.65
0.65
JPMorgan Intrepid Growth Fund
JPMorgan Intrepid Growth Fund
0.65
0.65
JPMorgan Intrepid Investor Fund
JPMorgan Intrepid Contrarian Fund
0.65
0.65
JPMorgan Intrepid Value Fund
JPMorgan Intrepid Value Fund
0.65
0.65
JPMorgan Market Neutral Fund
JPMorgan Market Neutral Fund
1.50
1.25
JPMorgan Mid Cap Equity Fund
JPMorgan Mid Cap Equity Fund
0.65
0.65
JPMorgan Small Cap Equity Fund
JPMorgan Small Cap Equity Fund
0.65
0.65
JPMorgan Tax Aware Disciplined Equity Fund
JPMorgan Tax Aware Disciplined Equity Fund
0.35
0.35
JPMorgan Tax Aware Large Cap Growth Fund
JPMorgan Tax Aware Large Cap Growth Fund
0.40
0.40
JPMorgan Tax Aware Large Cap Value Fund
JPMorgan Tax Aware Large Cap Value Fund
0.40
0.40
JPMorgan Tax Aware U.S. Equity Fund
JPMorgan Tax Aware U.S. Equity Fund
0.45
0.45
JPMorgan Trust Small Cap Equity Fund
JPMorgan Small Cap Core Fund
0.65
0.65
JPMorgan U.S. Equity Fund
JPMorgan U.S. Equity Fund
0.40
0.40
JPMorgan U.S. Small Company Fund
JPMorgan U.S. Small Company Fund
0.60
0.60
Fixed Income Funds
Name as of August 19, 2004
New Name as of February 19, 2005
Advisory Fee as a percentage of average daily net assets
Pre-February 18, 2005
Post-February 18, 2005
JPMorgan Bond Fund
JPMorgan Bond Fund
0.30
0.30
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 Xxxxxxx Emerging Markets Debt Fund
JPMorgan Emerging Markets Debt Fund
0.70
0.70
JPMorgan Global Strategic Income Fund
JPMorgan Global Strategic Income Fund
0.45
0.45
JPMorgan Intermediate Tax Free Income Fund
JPMorgan Intermediate Tax Free Bond Fund
0.30
0.30
JPMorgan New Jersey Tax Free Income Fund
JPMorgan New Jersey Tax Free Bond Fund
0.30
0.30
JPMorgan New York Intermediate Tax Free Income Fund
JPMorgan New York Tax Free Bond Fund
0.30
0.30
JPMorgan Short Term Bond Fund
JPMorgan Short Term Bond Fund
0.25
0.25
JPMorgan Short Term Bond Fund II
JPMorgan Short Term Bond Fund II
0.25
0.25
JPMorgan Tax Aware Enhanced Income Fund
JPMorgan Tax Aware Enhanced Income Fund
0.25
0.25
JPMorgan Tax Aware Short-Intermediate Income Fund
JPMorgan Tax Aware Short-Intermediate Income Fund
0.25
0.25
267298.4.DC_03
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