2ND AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
2ND
AMENDMENT TO
THE
THIS
SECOND AMENDMENT, dated as of the
30th day of July, 2007 (this “Amendment”), to the Investment Advisory Agreement
commencing on July 21, 2003, as amended (the “Agreement”), is entered by and
between COUNTRY TRUST BANK, a federal thrift (“CTB”) and
COUNTRY MUTUAL FUNDS TRUST, a Delaware statutory trust (the
“Fund”), on behalf of each Fund series set forth
in Exhibit A (each, a
“Portfolio”).
WHEREAS,
CTB and the
Fund have entered the Agreement, pursuant to which, among other things, CTB
provides investment advisory services to the Portfolios; and
WHEREAS,
on July 1,
2006, CTB and the Fund entered into the 1st Amendment
to the
Investment Advisory Agreement to update the Portfolios covered by the Agreement;
and
WHEREAS,
CTB
intends
to withdraw its registration as a federally registered investment adviser,
and
to cause an investment adviser registration statement to be filed for COUNTRY
Fund Management, a separately identifiable department (“SID”) of CTB within the
meaning of Section 202(a)(26) of the Investment Advisers Act of 1940, as
amended; and
WHEREAS,
the parties
wish to amend the investment advisory relationship for the Portfolios to cause
the investment advisory activities under the Agreement to be provided through
the SID rather than through CTB.
NOW,
THEREFORE, in
consideration of the promises and mutual covenants herein contained, it is
agreed between the Fund and CTB as follows:
1. Effective
as of the later of July 30, 2007 or the date the SID’s Form ADV investment
adviser registration statement is declared effective by the Securities and
Exchange Commission, the Fund and CTB hereby agree that CTB shall be replaced
by
the SID as investment adviser under the Agreement, to serve for the remainder
of
the period and on the terms set forth in the Agreement. From and
after the effective time of this Amendment, the term “Adviser” as used in the
Agreement shall refer to the SID rather than to CTB.
2. CTB
represents and warrants to the Fund that the board of directors of CTB has
granted or will grant the officers of the SID any and all corporate power and
authority necessary under the Agreement to carry out all duties and obligations,
and to enforce all rights, of the Adviser thereunder.
4. CTB
will use its best efforts to take or cause to be taken all actions and to do
or
cause to be done all things necessary, proper or advisable (subject to any
applicable laws) to carry the purposes of the Agreement as amended
hereby.
5. Nothing
in this Amendment shall affect any liability or obligation of CTB to the Fund,
the Portfolios (or their respective shareholders) for actions, omissions or
occurrences prior to the effective time of this Amendment.
6. Exhibit
A to the Agreement shall be deleted in its entirety and replaced by
Exhibit A attached to this Amendment.
Except
to
the extent amended hereby, the Agreement shall remain in full force and effect
on the terms and conditions set forth therein.
IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the date first set forth
above.
COUNTRY
TRUST BANK
By: /s/
▇▇▇▇▇▇ ▇.
▇▇▇▇
▇▇▇▇▇▇
▇.
▇▇▇▇, ▇▇.
Senior
Vice President and Trust Officer
By: /s/ ▇▇▇▇▇▇
▇.
▇▇▇▇▇▇
▇▇▇▇▇▇
▇.
▇▇▇▇▇▇
Vice
President
EXHIBIT
A
| COUNTRY VP Growth Fund |
.75%
|
| COUNTRY ▇▇ ▇▇▇▇ Fund |
.50%
|