Amendment to Amended and Restated Transfer Agency Agreement
Amendment to
Amended and Restated Transfer Agency Agreement
This amendment, which is signed and effective this 30th day of August, 2019 (the “Effective Date”) (the “Amendment”), hereby amends the Amended and Restated Transfer Agency Agreement (the “Agreement”), dated September 1, 2014, as amended from time to time, by and among DST Asset Manager Solutions, Inc. (“DST AMS” f/k/a “Boston Financial Data Services, Inc.”) and each of the entities listed on Appendix A to the Agreement (the “Funds”).
WHEREAS, as of January 1, 2018, Boston Financial Data Services, Inc. changed its legal name to DST Asset Manager Solutions, Inc.; and
WHEREAS, the principal place of business of the Trusts and the Funds has changed from “▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇” to “▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇”; and
WHEREAS, the parties wish to amend the term and certain other provisions of the Agreement, and Section 28.D. of the Agreement provides that the Agreement may be amended or modified by written agreement properly authorized and executed by each party thereto;
NOW, THEREFORE, the parties, for good and valuable consideration, agree as follows:
All terms not defined herein shall have the meanings assigned to them in the Agreement.
| 1. | Name Change. All references in the Agreement and in any exhibits or schedules thereto to “Boston Financial Data Services, Inc.” or “BOSTON FINANCIAL” shall be deemed to refer to “DST Asset Manager Solutions, Inc.”, or “DST AMS” respectively. |
| 2. | Address Change. All references in the Agreement, including the preamble, and in any exhibits or schedules thereto to the principal place of business or address of the Trusts and/or the Funds shall be deleted in their entirety and replaced with “▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.” |
| 3. | Section 3 (Certain Representations and Warranties of Trust). Subsection 3.B of the Agreement is deleted in its entirety and replaced with the following: |
| “The | Trust and each Fund set forth on Appendix A is an investment company registered under the Investment Company Act of 1940, as amended.” |
| 4. | Section 9 (Certain Covenants of DST AMS and the Trust). Subsection 9.H of the Agreement is hereby deleted in its entirety and replaced with the following: |
“During the term of this Agreement, DST AMS shall implement and maintain a written cybsecurity program with policies and procedures that include appropriate administrative, physical, technical and organizational controls, including effective access controls and encryption in transit, to protect against reasonably anticipated threats or hazards to the security, integrity or confidentiality of DST AMS’s information systems, Consumer Information (as defined in Subsection 23.A) and Customer Information (as defined in Subsection 23.D). Upon the Trust’s reasonable request, DST AMS shall provide to the Trust supplemental information concerning the aspects of such cybersecurity policies and procedures that are relevant to the services that DST AMS is to provide under this Agreement
and the responsibilities of DST AMS with respect thereto. DST AMS shall employ intrusion detection systems, anti-virus software, network security and an automated security monitoring, analysis and response system to identify, manage and counter security threats (including cyber-security attacks) as well as monitor policy adherence. DST AMS shall also perform annual penetration and vulnerability tests, which are conducted by an independent third party, to validate the security of the networks of DST AMS. DST AMS shall provide an attestation of such tests available to the Trust. DST AMS will evaluate the results of vulnerability scans and other tests and will (i) remediate security exposures deemed material by DST AMS’ personnel as reasonably appropriate taking into account facts and circumstances surrounding such issues; and (ii) provide the Trust with information regarding such remediation of such security exposures that could reasonably be expected to adversely impact DST AMS’ provision of services under this agreement. In addition, DST AMS may use third party security reviews to support their security efforts when necessary. DST AMS shall maintain such cyber-insurance policies as DST AMS determines in its commercially reasonable business judgment are necessary and appropriate in scope and limits for a transfer agent performing services of the type to be provided by it hereunder. Upon the Trust’s request, DST AMS will provide certificates evidencing such cyber insurance policies maintained by DST AMS.
In the event of (a) a cybersecurity attack upon DST AMS’s system that has adversely impacted, or could potentially adversely impact, DST AMS’s provision of the services under this Agreement, or (b) any attack, security breach or other incident which has resulted or could potentially result in unauthorized access to, loss, disruption, alteration, misuse or unauthorized processing of any Consumer Information or Customer Information (any of the foregoing a “Data Security Event”), DST AMS shall take appropriate actions to contain and mitigate any such Data Security Event, including notifying the Trust as soon as reasonably possible of the Data Security Event, which notice shall be, as applicable, no later than (a) 24 hours following DST AMS’s confirmation of a Data Security Event; or (b) 72 hours following DST AMS’s initial determination that a Data Security Event may have impacted, or could potentially impact, as applicable, DST AMS’s provision of services under this Agreement or may have compromised, or could potentially compromise, as applicable, any Consumer Information, Customer Information or other information or data of the Trust or its administrator or distributor but that has not yet been confirmed. Any notice of a confirmed Data Security Event shall include a summary of the confirmed Data Security Event and the steps that are being taken or proposed to be taken to remedy the consequences of such Data Security Event. DST AMS shall provide the Trust with regular updates as to such Data Security Event and upon completion of the investigation, DST AMS shall provide the Trust with a final update reflecting the extent of the Data Security Event, the Consumer Information, Customer Information and/or other data of the Trust or its administrator or distributor that was accessed, lost, disrupted, altered, misused or otherwise compromised, the remedial or corrective actions taken, and the additional measures, if applicable, that DST AMS has implemented to reduce the risk or impact of a similar future Data Security Event. DST AMS shall reasonably cooperate with the Trust and provide any additional information reasonably requested regarding the Data Security Event, including access to network logs, audit trails and other relevant records to the extent practicable, except that DST AMS shall not be required to violate the terms of another client agreement or applicable law when providing such information. DST AMS shall not disclose the existence of a Data Security Event, including to any customers, consumers or the general public, without first notifying the Trust and obtaining its express written permission, except where applicable law requires disclosure of the Data Security Event to any affected individuals before notification to the Trust.”
| 5. | Section 15 (Force Majeure and Disaster Recovery Plans). Subsection 15.B of the Agreement is hereby amended in its entirety and replaced with the following: |
“During the term of this Agreement, DST AMS will maintain a comprehensive business continuity and disaster recovery plan that is consistent with then-current generally accepted industry standards and reasonably designed to provide for the safekeeping of the Trust’s records and for the provision of services to the Trust necessary to maintain the continuity of the Trust’s essential business functions during emergencies and disasters (“DR/BCP Plan”). The DR/BCP Plan shall provide, among other things, a mechanism for the redundancy or back-up of business operations designed to keep the services provided under this Agreement from becoming unavailable for a significant amount of time due to an emergency, disaster, severe degradation or failure of DST AMS’s data security measures or other crisis and to permit the related business operations of DST AMS to be re-instituted in a time period that permits the ongoing operation and functionality of the business to which the services relate. Upon reasonable request of the Trust, DST AMS will provide an executive summary of such DR/BCP Plan, or such other supplemental information concerning the aspects of the DR/BCP Plan that are relevant to the services provided by, , and the responsibilities of, the Transfer Agent under this Agreement. DST AMS will test the adequacy of its DR/BCP Plan at least annually, and upon request, the Trust may participate in such test. Upon request by the Trust, DST AMS will provide the Trust with a letter assessing the most recent business continuity and disaster recovery test results. DST AMS will not alter its comprehensive DR/BCP Plan in a way that would have a material adverse effect on the recovery times or other parameters that are material to the services provided under this Agreement without the prior written consent of the Trust. In the event of a business disruption or disaster that materially impacts DST AMS’s provision of services under this Agreement, DST AMS will (i) notify the Trust of the disruption and the steps being implemented under the DR/BCP Plan; and (ii) the parties shall (if requested by the Trust) hold a meeting as soon as reasonably practicable to review the extent of the disruption or disaster and the implementation of the recovery process. If the Trust reasonably determines that DST AMS has not or cannot put its DR/BCP Plan in place quickly enough to meet the Trust’s needs or in accordance with the timeframes or schedules set forth therein or is otherwise unable to provide equal access to such services, DST AMS shall promptly provide reasonable assistance and support to the Trust in seeking such services from an alternative source, at DST AMS’s expense. DST AMS shall, if reasonably requested by the Trust, provide information to the Trust to allow the Trust to develop a disaster contingency plan that will work in concert with DST AMS’s plan. DST AMS shall promptly notify the Trust of any material deficiencies in DST AMS’s compliance with the DR/BCP Plan.”
| 6. | Section 19 (Provisions Relating to DST AMS as Transfer Agent). Section 19 of the Agreement is hereby amended by adding the following as a new Subsection 19.F: |
“The U.S. Foreign Account Tax Compliance Act (“FATCA”). DST AMS shall maintain in the Trust’s records, valid documentation sufficient to establish the FATCA status of each Shareholder registered on the books of the Trust for purposes of FATCA (including an executed United States Internal Revenue Service (“IRS”) Form W-9 or appropriate W-8, as applicable). DST AMS shall take such further actions as required by applicable FATCA regulations with respect to account onboarding and due diligence, monitoring, remediation, withholding and reporting, or as otherwise agreed upon with the Trust from time to time in connection with FATCA compliance. DST AMS shall advise the Trust of any changes in circumstances (for purposes of FATCA) of which it is aware or has reason to know with respect to such Shareholders.”
| 7. | Section 22 (Termination of Agreement). Subsection 22.A of the Agreement is hereby amended by deleting the first sentence of the subsection and replacing it with the following: |
“This Agreement shall be in effect from the 1st day of September, 2019, through the 31st day of August 2026 (the “Initial Term” of this Transfer Agency Agreement).”
| 8. | Schedule 19.E |
| a. | The title of this Schedule 19.E is hereby deleted in its entirety and replaced with “AML Services; Identity Theft Prevention Services.” |
| b. | Paragraph 1.1 is hereby deleted in its entirety and replaced with the following: |
“In order to assist the Trust with the Trust’s anti-money laundering (AML) responsibilities under applicable AML laws and regulations, including the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, the customer identification program rules jointly adopted by the Securities and Exchange Commission and the U.S. Treasury Department and other applicable laws and regulations relating to the prevention of money laundering and terrorist financing (collectively, “AML Laws”), DST AMS has implemented risk-based AML compliance procedures (“AML Procedures”) reasonably designed to comply with AML Laws. DTS AMS’ AML Procedures among other things: (i) promote the detection and reporting of potential money laundering and terrorist financing activities, and to assist the Trust in complying with the Trust’s obligations under the AML Laws; and (ii) assist in the identification and verification, and other required customer due diligence (including but not limited to the identification and verification of beneficial owners), of persons opening accounts with the Trust and determine whether such persons appear on any list of known or suspected terrorists or terrorist organizations. The Trust has had an opportunity to review the AML Procedures with the Transfer Agent and desires to implement the AML Procedures as part of the Trust’s overall AML program (the “AML Program”), and, subject to the terms of the AML Laws and this Agreement, delegates to the Transfer Agent the day-to-day operation of the AML Procedures on behalf of the Trust. The Trust also delegates to the Transfer Agent the authority to report suspicious activity (i.e., shareholder activity that would require the filing of a SAR (as defined herein) with the Department of Treasury’s Financial Crimes Enforcement Network (FinCEN)).”
| c. | Paragraph 4.1(k) is hereby deleted in its entirety and replaced with the following: |
“(i) Take reasonable steps to verify the identity of any person, or of any beneficial owners of such persons, seeking to become a new customer of the Trust and notify the Trust in the event such person or beneficial owner cannot be verified, (ii) Maintain records of the information used to verify the person’s or beneficial owner’s identity, as required, and (iii) Determine whether the person or beneficial owner appears on any lists of known or suspected terrorists or terrorist organizations provided to the Trust by any government agency;”
| d. | Paragraph 4.3 is deleted in its entirety. |
| e. | Schedule 19.E is hereby amended by adding the following as a new Paragraph 5: |
“DST AMS, pursuant to Regulation S-ID, has adopted and will maintain a program of policies and procedures that are reasonably designed to assist each Trust, and each of its respective series, in the detection of patterns, practices, or specific activity that indicates the possible existence of identity theft (such activity, “Red Flags”) that may arise, including in connection with the performance of DST AMS’ responsibilities and obligations under this Agreement. DST AMS shall (a) assist the Trust and the Funds in their compliance with Regulation S-ID and other laws, rules and guidance relating thereto, and (b) report any detected Red Flags to the Trust. In addition, in light of the role and responsibilities of DST AMS as transfer agent pursuant to the Agreement, the parties recognize that it is appropriate to delegate to DST AMS responsibility of administering certain mutually agreed upon portions of the Identity Theft Prevention / Red Flags policy of each Trust, and DST AMS accepts that delegation.”
| 8. | “Appendix A – Fund List” is deleted in its entirety and replaced with the Appendix A attached hereto as Attachment 1. |
| 9. | “Exhibit A – Fee Schedule” and “Exhibit A-1” are deleted in their entirety and replaced with the Exhibit A and Exhibit A-1 attached hereto as Attachment 2. |
| 10. | Other than as amended hereby, the Agreement remains in full force and effect. To the extent that the terms of this Amendment conflict with the terms of the Agreement, the terms of this Amendment shall be deemed to control as to the matters that are addressed herein. |
| 11. | This Amendment, like the Agreement, shall be construed in accordance with the laws of the Commonwealth of Massachusetts. |
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective duly authorized officers, to be effective as of the day and year first above written.
TRUST (Each of the entities listed on Appendix A to the Agreement)
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Executive Director | |
as an Authorized Officer on behalf of each of the Trusts and Funds
indicated on Appendix A to the Agreement
| DST ASSET MANAGER SOLUTIONS, INC. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Authorized Representitive | |
Attachment 1
Appendix A
Transfer Agency Agreement for JPMorgan Funds
List of Entities Covered by the Transfer Agency Agreement
▇.▇. ▇▇▇▇▇▇ Funds Administered by JPMorgan Funds Management, Inc.
As of February 13, 2019
JPMorgan Institutional Trust – Delaware Statutory Trust
JPMorgan Intermediate Bond Trust
JPMorgan Core Bond Trust
▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Fund Group, Inc. – Maryland Corporation
JPMorgan Mid Cap Value Fund
▇.▇. ▇▇▇▇▇▇ Mutual Fund Investment Trust – Massachusetts Business Trust
JPMorgan Growth Advantage Fund
JPMorgan Insurance Trust – Massachusetts Business Trust
JPMorgan Insurance Trust Core Bond Portfolio
JPMorgan Insurance Trust Global Allocation Portfolio
JPMorgan Insurance Trust Income Builder Portfolio
JPMorgan Insurance Trust Mid Cap Value Portfolio
JPMorgan Insurance Trust Small Cap Core Portfolio
JPMorgan Insurance Trust U.S. Equity Portfolio
JPMorgan Trust I – Delaware Statutory Trust
JPMorgan 100% U.S. Treasury Securities Money Market Fund
JPMorgan Access Balanced Fund
JPMorgan Access Growth Fund
JPMorgan California Municipal Money Market Fund
JPMorgan California Tax Free Bond Fund
JPMorgan Corporate Bond Fund
JPMorgan Diversified Fund
JPMorgan Emerging Economies Fund
JPMorgan Emerging Markets Corporate Debt Fund
JPMorgan Emerging Markets Debt Fund
JPMorgan Emerging Markets Equity Fund
JPMorgan Emerging Markets Strategic Debt Fund
JPMorgan Equity Focus Fund
JPMorgan European Dynamic Fund
JPMorgan Federal Money Market Fund
JPMorgan Floating Rate Income Fund
JPMorgan Global Allocation Fund
JPMorgan Global Bond Opportunities Fund
JPMorgan Global Research Enhanced Index Fund
JPMorgan Growth and Income Fund
JPMorgan Hedged Equity Fund
JPMorgan High Yield Municipal Fund
JPMorgan Income Builder Fund
JPMorgan Income Fund
JPMorgan Inflation Managed Bond Fund
JPMorgan Intermediate Tax Free Bond Fund
JPMorgan International Advantage Fund
JPMorgan International Equity Fund
JPMorgan International Unconstrained Equity Fund
JPMorgan International Value Fund
JPMorgan Intrepid America Fund
JPMorgan Intrepid Growth Fund
JPMorgan Intrepid Sustainable Equity Fund
JPMorgan Intrepid Value Fund
JPMorgan Managed Income Fund
JPMorgan Mid Cap Equity Fund
JPMorgan New York Municipal Money Market Fund
JPMorgan New York Tax Free Bond Fund
JPMorgan Opportunistic Equity Long/Short Fund
JPMorgan Prime Money Market Fund
JPMorgan Research Market Neutral Fund
JPMorgan Short Duration Core Plus Fund
JPMorgan Small Cap Blend Fund
JPMorgan Small Cap Core Fund
JPMorgan Small Cap Equity Fund
JPMorgan SmartRetirement Income Fund
JPMorgan SmartRetirement 2015 Fund
JPMorgan SmartRetirement 2020 Fund
JPMorgan SmartRetirement 2025 Fund
JPMorgan SmartRetirement 2030 Fund
JPMorgan SmartRetirement 2035 Fund
JPMorgan SmartRetirement 2040 Fund
JPMorgan SmartRetirement 2045 Fund
JPMorgan SmartRetirement 2050 Fund
JPMorgan SmartRetirement 2055 Fund
JPMorgan SmartRetirement 2060 Fund
JPMorgan SmartRetirement Blend Income Fund
JPMorgan SmartRetirement Blend 2015 Fund
JPMorgan SmartRetirement Blend 2020 Fund
JPMorgan SmartRetirement Blend 2025 Fund
JPMorgan SmartRetirement Blend 2030 Fund
JPMorgan SmartRetirement Blend 2035 Fund
JPMorgan SmartRetirement Blend 2040 Fund
JPMorgan SmartRetirement Blend 2045 Fund
JPMorgan SmartRetirement Blend 2050 Fund
JPMorgan SmartRetirement Blend 2055 Fund
JPMorgan SmartRetirement Blend 2060 Fund
JPMorgan Strategic Income Opportunities Fund
JPMorgan Systematic Alpha Fund
JPMorgan Tax Aware Equity Fund
JPMorgan Tax Aware Real Return Fund
JPMorgan Tax Aware Real Return SMA Fund
JPMorgan Tax Free Money Market Fund
JPMorgan Total Return Fund
JPMorgan U.S. Equity Fund
JPMorgan U.S. Large Cap Core Plus Fund
JPMorgan U.S. Research Enhanced Equity Fund
JPMorgan U.S. Small Company Fund
JPMorgan Unconstrained Debt Fund
JPMorgan Value Advantage Fund
JPMorgan Trust II – Delaware Statutory Trust
JPMorgan Core Bond Fund
JPMorgan Core Plus Bond Fund
JPMorgan Equity Income Fund
JPMorgan Equity Index Fund
JPMorgan Government Bond Fund
JPMorgan High Yield Fund
JPMorgan International Research Enhanced Equity Fund
JPMorgan Intrepid Mid Cap Fund
JPMorgan Investor Balanced Fund
JPMorgan Investor Conservative Growth Fund
JPMorgan Investor Growth & Income Fund
JPMorgan Investor Growth Fund
JPMorgan Large Cap Growth Fund
JPMorgan Large Cap Value Fund
JPMorgan Limited Duration Bond Fund
JPMorgan Liquid Assets Money Market Fund
JPMorgan Market Expansion Enhanced Index Fund
JPMorgan Mid Cap Growth Fund
JPMorgan Mortgage-Backed Securities Fund
JPMorgan Municipal Income Fund
JPMorgan Municipal Money Market Fund
JPMorgan Short Duration Bond Fund
JPMorgan Short-Intermediate Municipal Bond Fund
JPMorgan Small Cap Growth Fund
JPMorgan Small Cap Value Fund
JPMorgan Tax Free Bond Fund
JPMorgan U.S. Government Money Market Fund
JPMorgan U.S. Treasury Plus Money Market Fund
JPMorgan Trust IV – Delaware Statutory Trust
JPMorgan Core Focus SMA Fund
JPMorgan Emerging Markets Research Enhanced Equity Fund
JPMorgan Equity Premium Income Fund
JPMorgan High Yield Opportunities Fund
JPMorgan Institutional Tax Free Money Market Fund
JPMorgan International Equity Plus Fund
JPMorgan International Hedged Equity Fund
JPMorgan Macro Opportunities Fund
JPMorgan Municipal SMA Fund
JPMorgan Securities Lending Money Market Fund
JPMorgan SmartSpending 2050 Fund
JPMorgan Ultra-Short Municipal Fund
Undiscovered Managers Funds – Massachusetts Business Trust
JPMorgan Realty Income Fund
Undiscovered Managers Behavioral Value Fund
This Appendix A supersedes and replaces any previously executed Appendix A between the parties.
Attachment 2
[Fee Schedule]