Mutual Fund Trust Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 28th, 1995 • Mutual Fund Trust
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WITNESSETH:
Assignment and Assumption Agreement • October 28th, 2004 • Jp Morgan Mutual Fund Trust
FORM OF PROPOSED INVESTMENT ADVISORY AGREEMENT BETWEEN MUTUAL FUND TRUST AND THE CHASE MANHATTAN BANK
Agreement • December 28th, 1995 • Mutual Fund Trust • New York
TRANSFER AGENCY AGREEMENT Made as of the 1st day of January, 1996
Transfer Agency Agreement • September 7th, 2001 • Mutual Fund Trust • Missouri
FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • December 28th, 1995 • Mutual Fund Trust
FORM OF TRANSFER AGENCY AGREEMENT Made as of the day of , 2004 by and between EACH OF THE ENTITIES LISTED ON EXHIBIT A HERETO And BOSTON FINANCIAL DATA SERVICES, INC.
Transfer Agency Agreement • September 30th, 2004 • Jp Morgan Mutual Fund Trust • Massachusetts

THIS AGREEMENT made as of the day of , 2004, by and between each of the entities listed on Appendix A hereto and each being an entity of the type set for on Appendix A and organized under the laws of the state as set forth on such Appendix, each with a principal place of business at 522 5th Ave., New York, NY 10036 and each of which is acting on its own behalf and on behalf of each of the portfolios listed under its name in Appendix A (jointly and severally, such portfolios shall be referred to hereinafter as the “Fund” or “Funds), and BOSTON FINANCIAL DATA SERVICES, INC., a corporation existing under the laws of the Commonwealth of Massachusetts, having its principal place of business at 2 Heritage Drive, North Quincy, Massachusetts 02171 (“BOSTON FINANCIAL”):

FORM OF ADMINISTRATION AGREEMENT
Form of Administration Agreement • September 30th, 2004 • Jp Morgan Mutual Fund Trust • Delaware

AGREEMENT dated as of the 19th day of August, 2004 by and between each of the entities listed on Schedule A, each of which is a corporation, business trust or statutory trust as indicated on Schedule A (each referred to herein as the “Trust”), each having its principal place of business at 522 Fifth Avenue, New York, New York 10036, and One Group Administrative Services, Inc. (“Administrator”), a Delaware corporation having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43240. This Agreement shall be effective February 19, 2005.

FORM OF SHAREHOLDER SERVICING AGREEMENT
Form of Shareholder Servicing Agreement • September 30th, 2004 • Jp Morgan Mutual Fund Trust • Delaware

THIS AGREEMENT dated as of , 2004, by and between each of the entities listed on Schedule A, each of which is a corporation, business trust or statutory trust as indicated on Schedule A (each, a “Trust” and, collectively, the “Trusts”), each having its principal place of business at 522 Fifth Avenue, New York, New York 10036, and One Group Dealer Services, Inc. (“Shareholder Servicing Agent”), a registered broker-dealer incorporated under the laws of the State of Delaware having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43240 (“Agreement”). This Agreement shall be effective February 19, 2005.

FORM OF DISTRIBUTION AGREEMENT
Form of Distribution Agreement • September 30th, 2004 • Jp Morgan Mutual Fund Trust • Delaware
INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 30th, 2004 • Jp Morgan Mutual Fund Trust • New York

THIS AGREEMENT is made as of the 10th day of August, 2004, among the One Group® Mutual Funds (“OGMF”), each of the JP Morgan Funds listed in Exhibit A (“JPM Funds”) (together with the OGMF, the “Existing Funds”) and JPMorgan Chase & Co. (“Company”).

FORM OF PROPOSED SHAREHOLDER SERVICING AGREEMENT
Proposed Shareholder Servicing Agreement • December 28th, 1995 • Mutual Fund Trust • Massachusetts
Contract
Jp Morgan Mutual Fund Trust • September 30th, 2004 • Massachusetts

AMENDMENT, made this day of , 200 , to the Investment Advisory Agreement dated as of May 6, 1996 between J.P. Morgan Mutual Fund Trust (the “Trust,” formerly known as “Mutual Fund Trust”) and The Chase Manhattan Bank, N.A., as assigned to J.P. Morgan Fleming Asset Management (USA) Inc. in an Assignment and Assumption Agreement dated February 28, 2001, and then succeeded to by J.P. Morgan Investment Management Inc.

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