EX-99.(D)(2) 3 a2151211zex-99_d2.txt EX-99.(D)(2) Exhibit 99(d)(2) J.P. MORGAN FLEMING 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 J.P. Morgan Fleming Mutual Fund Group, Inc. (the "Company," formerly known as "Fleming Mutual Fund Group, Inc.") and J.P. Morgan Investment Management Inc. as the successor to Robert Fleming 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 J.P. Morgan 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. J.P. MORGAN FLEMING MUTUAL FUND GROUP, INC. By: ---------------------------------------- Title. ------------------------------------- J.P. MORGAN 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 J.P. Morgan 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 J.P. MORGAN 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 J.P. Morgan Mutual Fund Investment Trust (the "Trust," formerly known as "Mutual Fund Investment Trust") and The Chase Manhattan Bank, N.A., as assigned to J.P. Morgan Fleming Asset Management (USA) Inc. in .an Assignment and Assumption Agreements dated February 28, 2001, and then succeeded to by J.P. Morgan 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 J.P. Morgan 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. J.P. MORGAN MUTUAL FUND INVESTMENT TRUST By: --------------------------------------- Title. ------------------------------------ J.P. MORGAN 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 J.P. Morgan 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.