JPMORGAN VALUE OPPORTUNITIES FUND and WASHINGTON MANAGEMENT CORPORATION AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT
JPMORGAN
VALUE OPPORTUNITIES FUND
and
WASHINGTON
MANAGEMENT CORPORATION
AMENDED
AND RESTATED
AGREEMENT
made this 23rd day of February 2006, between JPMORGAN VALUE
OPPORTUNITIES FUND, INC. (a Maryland corporation, hereinafter referred to as
the
"Fund"), and WASHINGTON MANAGEMENT CORPORATION (a Delaware corporation,
hereinafter referred to as the "Corporation").
WHEREAS,
the Fund is a registered investment company under the Investment Company Act
of
1940, as amended (the "1940 Act"); and
WHEREAS,
the Corporation is experienced and able to act as business manager of the
Fund;
NOW,
THEREFORE, for good and valuable consideration, the receipt whereof is hereby
acknowledged, and the mutual performance of undertakings herein, it is agreed
by
and between the parties hereto as follows:
1. Services
to be Provided by the Corporation. The Corporation, as business
manager for the Fund, will, at its own expense furnish to the Fund the services
of its employees and agents to perform the executive, administrative and
clerical services in the management and conduct of the corporate business and
affairs of the Fund. Such services shall include, but not be
limited to, those services set forth in Exhibit A, attached to this agreement
and made a part of it.
2. Expenses. The
Corporation shall bear expenses incurred by it which are necessary for the
performance of its duties and activities specified in the Agreement, except
such
expenses as are assumed by the Fund under this Agreement. The
Corporation (or its affiliates, as applicable) will also pay the compensation
and expenses of all officers and executive employees of the Fund who are
directors, officers or employees of the Corporation or of its affiliates and
will make available or cause to be made available, without expense to
the Fund, the services of such of the directors, officers and employees of
the
Corporation or its affiliates as may duly be elected officers or directors
of
the Fund, subject to their individual consent to serve and to any limitations
imposed by law. The Fund shall bear all of its other expenses
incurred in its operation and not specifically assumed by the
Corporation. The expenses assumed by the Fund shall include, without
limitation: organizational expenses of the Fund; fees and expenses
incurred in connection with the Fund's membership in investment company
organizations; fees of the investment adviser; interest expenses; taxes and
governmental fees; distribution fees; brokerage commissions and other expenses
incurred in acquiring or disposing of the Fund's portfolio securities; expenses
of registering and qualifying the Fund's shares for sale with the Securities
and
Exchange Commission and with various state securities authorities; the expenses
of qualifying the Fund to do business in jurisdictions where such qualification
is required; accounting, auditing and legal costs; the cost of preparing share
certificates or any other expenses, including clerical and administrative
expenses, related to the issue, redemption and repurchase of Fund shares;
insurance premiums; fees and expenses of the Custodian and Transfer Agent for
the Fund and for any related services; expenses of obtaining quotations on
the
Fund's portfolio securities and pricing of the Fund's shares; expenses of
shareholders' meetings; expenses of preparing and distributing reports, proxies
and prospectuses to existing shareholders; and expenses and fees of the Fund's
Directors who are not "interested persons" of the Fund, as that term is defined
in the 1940 Act.
3. Compensation. For
the services provided and the expenses assumed by the Corporation, the Fund
shall pay to the Corporation a fee, computed daily and to be paid on or about
the 10th day of each month, equal on an annual basis to: 0.175% of the average
daily net assets of the Fund.
The
term "average daily net assets of the Fund" is defined as the average of the
values placed on the net assets of the Fund as of the close of the New York
Stock Exchange, on each day on which the net asset value of the portfolio of
the
Fund is determined consistent with the provisions of Rule 22c-1 under the 1940
Act or, if the Fund lawfully determines the value of the net assets of its
portfolio as of some other time on each business day, as of such
time. The value of the net assets of the Fund shall be determined
pursuant to the applicable provisions of the Fund's then current Registration
Statement under the 1940 Act and the Securities Act of 1933 ("Registration
Statement"). If, pursuant to such provisions, the determination of
net asset value is suspended for any particular business day, then for the
purposes of this paragraph 3, the value of the net assets of the Fund shall
be
deemed to be the value of such net assets as last determined in accordance
with
the Registration Statement. If the determination of the net asset
value of the Fund has been suspended pursuant to the Registration Statement
for
a period including a month for which payment pursuant to this Agreement is
due,
the Corporation's compensation payable at the end of such month shall be
computed on the basis of the value of the net assets of the Fund as last
determined (whether during or prior to such month).
4. Books
and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Corporation hereby agrees that all records which it
maintains or causes to be maintained for the Fund are the property of the Fund
and further agrees to surrender promptly to the Fund any of such records upon
the Fund's request. The Corporation further agrees to preserve or
cause to be preserved for the periods prescribed by Rule 31a-2 under the 1940
Act the records required to be maintained by Rule 31a-1 under the 1940
Act.
5. Sub-contracts. The
Corporation may, from time to time, at its own expense, employ or associate
with
itself such person or persons as it believes necessary to assist it in carrying
out its obligations under this Agreement.
6. Limitation
of Liability. Except as may otherwise be required by the 1940 Act
or the rules thereunder, neither the Corporation nor its stockholders, officers,
directors, employees or agents shall be subject to any liability for, or any
damages, expenses or losses incurred in connection with, any act or omission
connected with or arising out of any services rendered under this Agreement,
except by reason of willful misfeasance, bad faith or gross negligence in the
performance of the Corporation's duties or by reason of reckless disregard
of
the Corporation's obligations and duties under this
Agreement. Notwithstanding the foregoing, the Corporation shall not
be liable to the Fund for the acts and omissions of any party engaged by the
Corporation to assist it in carrying out its obligations under this Agreement
except to the extent that such party is liable to the Corporation for such
acts
and omissions pursuant to the contract under which the Corporation shall have
retained such party. Any person, even though also employed by the
Corporation, who may be or become an employee of and paid by the Fund shall
be
deemed, when acting within the scope of his employment by the Fund, to be acting
in such employment solely for the Fund and not as the employee or agent of
the
Corporation.
7. Services
Not Exclusive. It is understood that the services of the
Corporation are not exclusive, and nothing in this Agreement shall prevent
the
Corporation, or any affiliate thereof, from providing similar services to other
investment companies (whether or not their investment objectives and policies
are similar to those of the Fund) or other clients or from
engaging in other activities.
8. Duration
and Termination. This Agreement shall become effective as of
March 31, 2006, 4:00 PM EST and shall continue in force until March 31, 2007,
if
not sooner terminated. This Agreement shall continue in effect for
successive 12-month periods, unless terminated, provided that each such
continuance is specifically approved at least annually by (a) the vote of a
majority of the entire Board of Directors of the Fund, or by the vote of a
majority of the outstanding voting securities of the Fund (as defined in the
1940 Act), and (b) the vote of a majority of those Directors who are not parties
to this Agreement or interested persons (as such term is defined in the ▇▇▇▇
▇▇▇) of any such party cast in person at a meeting called for the purpose of
voting on such approval. This Agreement may be terminated at any time
without payment of any penalty, by the Fund upon the vote of a majority of
the
Fund's Board of Directors or by a majority of the outstanding voting securities
of the Fund, or by the Corporation, in each case, on sixty (60) days' written
notice to the other party. This Agreement shall automatically
terminate in the event of its assignment (as such term is defined in the 1940
Act).
9. Amendments. No
provision of this Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought.
10. Miscellaneous.
a. This
Agreement shall be construed in accordance with the laws of the State of
Maryland, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, as amended, or rules or orders of
the Securities and Exchange Commission thereunder.
b. The
captions of this Agreement are included for convenience only and in no way
define or delimit any of the provisions hereof or otherwise affect their
construction or effect.
c. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not
be affected thereby and, to this extent, the provisions of this Agreement shall
be deemed to be severable.
d. The
Corporation shall for all purposes herein be deemed to be an independent
contractor and shall have, unless otherwise expressly provided or authorized,
no
authority to act for or represent the Fund in any way or otherwise be deemed
an
agent of the Fund.
IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
as of the day and year first above written.
JPMORGAN
VALUE OPPORTUNITIES FUND, INC.
Attest:
_____________________ By:_______________________________
WASHINGTON
MANAGEMENT CORPORATION
Attest:
_____________________ By:______________________________
EXHIBIT
A
TO
AMENDED
AND RESTATED BUSINESS MANAGEMENT CONTRACT
SERVICES
TO BE PERFORMED BY
WASHINGTON
MANAGEMENT CORPORATION (“WMC”)
PURSUANT
TO SECTION 1
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1.
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Provide
the services of its officers as administrative executives of the
Fund and
the services of any directors of the Fund who are "interested persons"
of
the Corporation or its affiliates, as that term is defined in the
Act,
subject in each case to their individual consent to serve and to
applicable legal limitations.
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2.
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Furnish
and compensate all employees required to perform the duties under
the
Business Management Agreement.
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3.
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Provide
office space, secretarial and clerical services and wire and telephone
services (not including toll charges, which will be reimbursed),
and
monitor and review Fund contracted services and the distribution
plan.
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4.
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Arrange
and coordinate all Board and Committee meetings. Coordinate and
provide meeting schedules and maintain lists of agenda items for
Board and
Committee Meetings. Maintain schedule of Board and Committee
meeting duties and requirements including matters requiring Board
action,
such schedule to include annual action items such as action required
for
renewal of business management agreement, investment adviser agreement,
12b-1 plans, principal underwriting agreement, shareholder servicing
agreements and regulatory filings.
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5.
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Prepare,
collect and disseminate, in conjunction with all service providers,
Board
and Committee meeting materials. Produce and provide periodic
and special reports to the Board in advance of
meetings.
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6.
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Draft
Board and Committee meeting minutes. Provide Board and
Committee minutes to members for
approval.
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7.
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Assist
the Board in developing Fund policies and
procedures.
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8.
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Establish
procedures to assist the Board of Directors with their oversight
duties
(including Fund governance, contracts, accountant selection, insurance,
net asset valuation, director independence, audit committee financial
expert, chief compliance officer and inter-fund
transactions).
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9.
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Assist
Board members’ on-going education, including their duties and
responsibilities. Provide orientation to new Board members, and
regularly inform the Board of industry and regulatory
developments. Carry out instructions of the Board with respect
to policy decisions.
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10.
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Assist
the Board with approval of key service provider
agreements. Work with Governance Committee to provide all
necessary and requested data for evaluation
purposes.
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11.
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Assist
the Board in review and approval of WMC, Adviser and Fund compliance
program. The WMC Chief Compliance Officer will interface with
the Chief Compliance Officer of the Fund as well as serve as the
liaison
to regulators for inquiries.
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12.
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Prepare
and analyze comparative statistical data on investment results, operating
expenses and growth of the Fund, sales and redemptions of the Fund’s
shares, and submit periodically the following reports on such data
to the
Board of Directors:
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a.
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Brokerage
commissions paid to securities dealers for transactions in portfolio
securities of the Fund.
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b.
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Sales
of the Fund shares by securities
dealers.
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c.
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Comparative
performance.
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d.
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Net
sales and redemptions of Fund
shares.
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13.
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Assist
Board members in maintaining their independence. Prepare
provide and review annual independent director
questionnaires.
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14.
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Ensure
that 50% of Directors have been elected by shareholders and majority
(prospectively 75%) of Board is independent by periodically reviewing
ratio of Directors elected by shareholders and ratio of those that
are
independent.
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15.
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Assist
the Board of Directors in overseeing the development and operation
of
share class-based services to
shareholders.
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16.
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Assist
the Board and Proxy Committee regarding developing, monitoring and
updating procy voting policies and procedures. Advise the
Fund's Board of Directors of any significant controversies relating
to
proxy votes. Schedule meetings of Proxy
Committee. Provide the Board with an annual report setting out
the voting record of proxies.
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17.
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Provide
copies of SEC filings to Board
members.
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18.
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Assist
in making travel arrangements for Officers and Directors attending
out-of-town meetings.
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19.
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Assist
the Board in designating an Audit Committee Financial
Expert.
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20.
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Assist
the Board in designating a Chief Compliance
Officer.
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21.
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Maintain
or provide for the maintenance of corporate, tax and accounting records
of
the Fund. Fund records maintained include items such as SEC
filings, tax filings, Board and Committee meeting materials and minutes,
code of ethics, Fund agreements and Fund
procedures. Periodically review files to verify
completeness.
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22.
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Prepare
or arrange for the preparation of all corporate licensing, applications
and tax returns.
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23.
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Monitor
the daily financial position of the
Fund.
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24.
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Coordinate
and facilitate with independent accountants the annual audit of the
Fund’s
financial statements.
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25.
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Create
and design shareholder reports. Prepare and arrange for their
printing and timely distribution to
shareholders.
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26.
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Monitor
the activities of the Investment Adviser and Principal Underwriter
for
compliance with the terms of their respective
contracts.
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27.
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Monitor
shareholder services provided by the Fund’s Transfer
Agent.
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28.
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Monitor services
provided by Custodian of the Fund’s investment assets and cash
balances. Review and re-negotiate fees for the services of
Custodian.
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29.
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Coordinate
and maintain liaison with appropriate officers and personnel of the
Investment Adviser, Principal Underwriter, legal counsel, independent
registered public accountant, and custodian
bank.
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30.
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Review
filings and authorize payments in connection with state registration
requirements. Maintain a record of geographical distribution of Fund
shares sales in connection with state registration
requirements.
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31.
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Coordinate
the voting of all proxies of the portfolio companies held by the
Fund. Provide the personnel to support the CEO of the Fund (or
his designated voting officer) who votes all proxies in accordance
with
the Board's policies. Execute voting of proxies, maintain paper
copy of proxy materials and voting record. Prepare monthly
voting report, reviewed by Fund
officers.
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32.
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Consult
with counsel and auditors on current legal, accounting and tax
matters.
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33.
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Issue
instructions for the payment of all dividends and capital gain
distributions.
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34.
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Supervise
preparation of SEC filings and the printing of Notices of Meetings
of
Shareholders, proxy statements and proxy cards, when necessary. Coordinate
review of proxy statement by fund officers, directors, counsel and
independent accountant. Make preliminary proxy and definitive
proxy filings. Coordinate and conduct shareholder
meetings.
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35.
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Make
Board authorized transfers to the Fund's operating account from its
custody account.
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36.
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Pay
all Fund expenses from the Fund's operating account. Maintain a
record of and monitor all Fund expenditures. Provide Board with
regular reports setting out Fund
expenses.
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37.
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Reconcile
Fund’s operating account statement each
month.
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38.
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Review
and analyze Fund expense ratios and consider changes in accrual
rates.
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39.
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Maintain
schedule for all required Fund
filings.
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40.
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Prepare
and file necessary amendments to the SEC Registration Statement under
the
Securities Act of 1933, including that required for the renewal of
and
updates to the Fund Prospectus. Coordinate review by Fund
service providers including WMC, Fund counsel, Investment Adviser,
Fund
accounting and audit firm. Coordinate delivery to current
shareholders and Principal Underwriter. Prepare and supervise
printing of any required supplementary stickers to the Prospectus,
and
file same with the SEC and required
states.
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41.
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Prepare
and file the N-SAR semi-annual report of the Fund with SEC under
the
Investment Company Act of 1940. N-SAR responses are generated
from multiple sources and reviewed by multiple fund
officers. N-SAR is compared to previous filing for consistency
and accuracy.
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42.
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Develop
and maintain disclosure controls and procedures in compliance with
N-CSR
and N-Q requirements. Organize a Disclosure Controls Committee
which will meet in connection with filing of Form N-CSR and Form
N-Q and
as otherwise appropriate. Committee will ensure
that any material weakness or fraud, of which it is aware, is reported
directly to the Fund’s Audit Committee and independent public
accountant.
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43.
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Prepare
and file Form N-CSR. Information required to be disclosed in Form
N-CSR is
accumulated and communicated to the Fund’s management, including its
Principal Executive Officer (“PEO”) and Principal Financial Officer
(“PFO”) to allow timely decisions regarding required
disclosure.
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44.
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Prepare
and file Form N-Q including Fund holdings and
certification. Quarterly holdings report will be prepared in
coordination with fund accounting and is reviewed by WMC Disclosure
Controls Committee.
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45.
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Prepare
and file Form N-PX setting out the Fund’s proxy voting
record.
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46.
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Prepare
and file Form 24f-2.
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47.
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Keep
informed with respect to regulatory and industry
developments.
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48.
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Develop,
administer and monitor Fund Code of Ethics. Maintain record of
pre-clearance requests and monitor pre-clearance procedures, and
receive
and review annual reports and confirmation
statements.
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49.
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Assist
Board in development and implementation of Code of Professional Standards
for Fund PEO and PFO. File Code with Form
N-CSR.
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50.
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Develop
and Monitor Codes of Conduct for Attorneys, including WMC
attorneys.
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51.
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Review
with the Fund's Counsel compliance with provisions of the Investment
Company Act of 1940, as amended.
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52.
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Monitor,
review and file applicable tax filings. Monitor tax law changes
applicable to registered investment companies. Periodically
analyze general ledger to ensure that required distributions for
income
and excise tax are met. Calculation of distributions will be
reviewed by Fund officers and submitted to directors for
approval. Ensure elections and schedules are properly
calculated and included with tax returns. Maintain copies of
all final schedules. Ensure tax returns (including extensions)
are timely filed with federal and state
authorities.
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53.
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Monitor,
and report regularly to the Board on the use of Fund assets for payments
under Rule 12b-1 Plans of Distribution to assure such expenditures
are
limited to expenses authorized by the Board of Directors and are
within
overall plan limits. Review all plan payments for consistency
with the terms of the Plans. Assist Board in review of materials
presented
by Principal Underwriter and Fund counsel to assist directors in
assessing
annual required renewal of each 12b-1 plan. Review sales literature
provided to WMC by Principal Underwriter for consistency with Fund
policies and procedures.
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54.
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Participate
in the development and implementation of the Fund’s privacy policy as
required under Regulation S-P. Implement and maintain WMC
privacy policy and periodically remind staff of obligations under
the
policy.
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55.
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Develop,
maintain, and assist Fund in developing and maintaining, procedures
related to applicable anti-money laundering requirements and customer
identification program.
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56.
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Assist
Board in developing procedures and recommending changes to Audit
Committee
Charter to comply with applicable
requirements.
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57.
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Reconcile
month-end custodian account statements with fund accounting records,
including security positions. Any discrepancies will be noted,
researched and resolved. Copies of discrepancies will be
provided to the PEO and PFO.
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58.
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Monitor
reports and file required items necessary for compliance with Section
17f-4 of the Investment Company Act of
1940.
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59.
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Review
annual renewal information related to fidelity bond and other insurance
policies.
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60.
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Receive
and review a month end portfolio pricing report of Fund
assets. Any exceptions will be investigated and
reconciled.
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61.
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Securities
without readily available market prices will be priced using Board
approved valuation procedures. Maintain records of fair valued
securities. Prepare board reports of fair valued
securities.
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62.
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Perform
periodic compliance reviews relating to policies and procedures of
the
Fund, as deemed necessary by WMC.
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63.
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Receive
and review monthly fund accounting exception
reports.
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64.
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Receive
and review periodic compliance reports from Investment
Adviser.
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65.
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Develop
and monitor “whistle blower” provision to allow WMC personnel to report
possible violations of Fund policy or
regulations.
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66.
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Coordinate
17a-7 interfund transactions.
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67.
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Monitor
10f-3 transactions.
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68.
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Monitor
17e-1 transactions.
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69.
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Respond
directly and/or in coordination with appropriate service partner
to
inquiries received directly from shareholders and
dealers. Maintain copy of correspondence. Make
special reports to shareholders, as
requested.
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70.
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Maintain
a disaster recovery program to provide for effective contingent operations
as well as communication with key service providers in the event
of
business location failure.
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71.
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Perform
such other activities, duties and responsibilities as promulgated
by rule,
regulation or board request.
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AGREEMENT
AGREEMENT
made this 1st day of March 2007, between JPMorgan Value Opportunities Fund,
Inc., Washington Management Corporation, ▇.▇. ▇▇▇▇▇▇ Investment Management
Inc.
and JPMorgan Distribution Services, Inc.
WHEREAS,
Washington
Management Corporation (“WMC”) serves as business manager of the JPMorgan Value
Opportunities Fund (the “Fund”),
WHEREAS,
▇.▇. ▇▇▇▇▇▇ Investment Management Inc. (“JPMIM”) serves as investment adviser of
the Fund;
WHEREAS,
JPMorgan Distribution Services, Inc. (“JPMDS”) serves as shareholder servicing
agent and distributor of the Fund:
WHEREAS,
the Fund
wishes to maintain expense ratios for each share class that are
as reasonable as possible;
WHEREAS,
WMC, JPMIM
and JPMDS wish to assist the Fund in maintaining the expense ratio for each
share class at as low a level as reasonably possible;
NOW,
THEREFORE, WMC,
JPMIM, JPMDS and the Fund agree as follows:
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1.
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WMC
shall waive such portion of its fees for service as business manager
and
JPMDS (or JPMIM) shall waive such portion of its fees as shareholder
service agent (or investment adviser) as is necessary
and reimburse class specific and or fund expenses as mutually
agreed upon, to maintain the Fund’s Institutional Share Class expense
ratio at 0.65%. The amount of any required waiver shall be
determined monthly and made in the following
manner:
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a. WMC
shall waive the first ten basis points of any requiredwaiver;
b. the
next five basis point of any required waivers shall be borne
30%
by WMC and 70% by JPMDS (or
JPMIM);
c. JPMDS
(or JPMIM) shall waive all required waiver amounts over15 basis
points.
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2.
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Once
the required Institutional Share Class waivers have been implemented,
JPMDS and/or JPMIM shall waive such additional portion of its fees
as
shareholder service agent (or investment adviser) as is necessary
and/or
reimburse class specific and or fund expenses, to maintain the Fund’s
Class A expense ratio at 1.09% and the Fund’s Class B and Class
C expense ratios each at 1.59%. The amount of any required
waiver shall be determined monthly and made by JPMDS waiving amounts
up to
total amount of the Class A, Class B and/or Class C shareholder service
fee or in the case of JPMIM the investment advisor
fee.
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3.
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Neither WMC,
JPMIM or nor JPMDS shall be required to maintain the expense caps
as
outlined in paragraph’s 1 or 2 to the extent any share class’ expense
ratio is more than the expense cap described in paragraphs 1 and
2 as the
result of acquired fund fees and expenses (as may be disclosed in
the
Fund’s prospectuses), interest, taxes and extraordinary
expenses.
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4.
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This
Agreement supersedes the waiver agreement dated November 1,
2006
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and
shall terminate on October 31,
2008.
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JPMORGAN
VALUE OPPORTUNITIES FUND, INC.
By:_____________________________________
President
WASHINGTON
MANAGEMENT CORPORATION
By:_____________________________________
Chairman
▇.▇.
▇▇▇▇▇▇
INVESTMENT MANAGEMENT INC.
By:_____________________________________
Director
JPMORGAN
DISTRIBUTION SERVICES, INC.
By:_____________________________________
Vice
President
JPMORGAN
DISTRIBUTION SERVICES, INC.
SERVICE
AGREEMENT
Shareholder
Servicing
This
Agreement is entered into between the financial institution executing this
Agreement (“Financial Intermediary”) and JPMorgan Distribution Services, Inc.
(“JPMDS”).
RECITALS
WHEREAS,
JPMDS serves as the
Shareholder Servicing Agent for each of the trusts and the corporation listed
on
Exhibit A (each, a “Trust”; collectively, the “Trusts”) each with one or more
series or classes of shares (each a “Fund”, collectively the “Funds”) pursuant
to a Shareholder Servicing Agreement effective as of February 19, 2005 (the
“Shareholder Servicing Agreement”);
WHEREAS,
pursuant to the Shareholder
Servicing Agreement, JPMDS is authorized to delegate the provision of some
or
all of the services contemplated by the Shareholder Servicing Agreement to
financial intermediaries; and
WHEREAS,
JPMDS desires to retain
Financial Intermediary to provide such services to owners or beneficial owners
of shares of the Funds that Financial Intermediary makes available to its
customers (“Customers”) on the terms and conditions set forth
herein.
AGREEMENT
NOW
THEREFORE, in consideration of the
mutual promises set forth herein, the parties agree as follows:
I. Services.
Financial
Intermediary shall accept Customers’ instructions for transactions in shares of
the Funds (“Shares”) and transmit them to the Funds in accordance with the terms
and conditions of the applicable current prospectus (“Prospectus”) and Statement
of Additional Information (“SAI”), the applicable rules, regulations and
requirements, and the operating procedures set forth on Exhibit B. In addition,
Financial Intermediary will provide to its Customers some or all of the services
specified in Exhibit C.
II. Transactions
in Shares.
A.
The
Funds will execute all accepted orders for the purchase of any Shares at the
next determined public offering price per share (i.e., the net asset value
per
share plus the applicable initial sales load, if any) and the Funds will execute
all accepted orders for the redemption of any Shares at the next determined
net
asset value per share, in each case as described in the Prospectus. JPMDS and
the Funds reserve the right to reject any purchase request in their sole
discretion.
B.
The
Financial Intermediary agrees that neither the Funds, JPMDS nor any of their
affiliates or agents will have any responsibility or liability to review any
purchase or redemption request which is presented by Financial Intermediary
(i) to determine whether such request is genuine or authorized by the
Customer or (ii) to determine the suitability of a particular Fund or Class
for
such Customer. The Funds, JPMDS and their affiliates and agents will
be entitled to rely conclusively on any purchase or redemption request
communicated to the Funds by Financial Intermediary, and will have no liability
whatsoever for any losses, claims or damages to or against Financial
Intermediary or any Customer resulting from the failure of Financial
Intermediary to transmit any such request, or from any errors contained in
any
request.
C.
Financial Intermediary confirms that it will be considered the Funds’ agent for
the sole purpose of receiving purchase and redemption orders from Customers
and
transmitting them to the Funds. Financial Intermediary may authorize such
intermediaries as it deems appropriate (“Correspondents”) to receive orders on
the Funds’ behalf. Financial Intermediary shall be liable to the
Funds for each Correspondent’s compliance with applicable regulations,
requirements and this Section II to the same extent as if Financial Intermediary
itself had acted or failed to act instead of the Correspondent.
D.
Financial Intermediary certifies that it will at all times follow relevant
rules, regulations and requirements in connection with the handling of orders
for transactions in the Funds, including, without limitation:
|
(i)
|
Rule
22c-1(a) and other applicable rules under the Investment Company
Act of
1940, as amended (“Investment Company
Act”);
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(ii)
|
the
provisions of this Agreement; and
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(iii)
|
the
Prospectus.
|
E. Financial
Intermediary further certifies that it:
|
(i)
|
has
adopted and implemented and will monitor, on a continuous basis,
its
compliance with procedures reasonably designed to prevent violations
of
relevant law, regulation and Prospectus requirements with respect
to late
trading, market timing and abusive trading
practices;
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(ii)
|
has
determined that each Correspondent has adopted and implemented and
will
monitor, on a continuous basis, its compliance with its own internal
procedures reasonably designed to prevent violations of relevant
law,
regulation and Prospectus requirements with respect to late trading,
market timing and abusive trading
practices;
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(iii)
|
upon
request, will provide information and further certification to JPMDS
or
its designee to verify compliance with this Section II and Section
D in
Exhibit B; and
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|
(iv) will
cooperate in monitoring and enforcing the Trust’s market timing, late
trading, and any redemption fee policies as set forth in the Prospectus
and such other policies established by the Trust from time to
time.
|
F.
The
parties agree that in performing its services under to this Agreement: (i)
Financial Intermediary is acting as agent for the Customer; (ii) the
Customer is for all purposes the customer of Financial Intermediary; (iii)
each
transaction is initiated solely upon the order of the Customer; (iv) as between
Financial Intermediary and the Customer, the Customer will have full beneficial
ownership of all Shares; (v) each transaction shall be for the account of the
Customer and not for Financial Intermediary’s account; and (vi) each transaction
shall be without recourse to Financial Intermediary provided that Financial
Intermediary acts in accordance with the terms of this Agreement; and (vii)
except for the limited purpose of receiving orders for Share transactions from
Customers as described in Section II.C. of this Agreement, Financial
Intermediary shall have no authority to act as agent for JPMDS or the
Funds.
III. Shareholder
Information
A. Effective
October 16, 2007, Financial Intermediary agrees to provide the Fund, upon
written request, the taxpayer identification number ("TIN"), the
Individual/International Taxpayer Identification Number ("ITIN"), or other
government-issued identifier ("GII"), if known, of any or all Shareholder(s)
and
the amount, date, name or other identifier of any investment professional(s)
associated with the Shareholder(s) (if known), and transaction type (purchase,
redemption, transfer, or exchange) of every purchase, redemption, transfer,
or
exchange of Shares held through a Financial Intermediary Fund Account during
the
period covered by the request.
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(i)
|
Requests
must set forth a specific period, not to exceed one year from the
date of
the quest, for which transaction information is sought. A
request may be ongoing and continuous (e.g., for each trading day
throughout the year) or for specified periods of time. The Fund
may request transaction information older than one year from the
date of
the request as it deems necessary to investigate compliance with
policies
established or utilized by the Fund for the purpose of eliminating
or
reducing market timing and abusive trading
practices.
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(ii)
|
Financial
Intermediary agrees to provide, promptly upon request of the Fund
or its
designee, the requested information specified in 3(a). If requested
by the Fund or its designee, Financial Intermediary agrees to use
best
efforts to determine promptly whether any specific person about whom
it
has received the identification and transaction information specified
in
3(a) is itself a financial intermediary ("indirect intermediary")
and,
upon further request of the Fund or its designee, promptly either
(i)
provide (or arrange to have provided) the information set forth in
3(a)
for those shareholders who hold an account with an indirect intermediary;
or (ii) restrict or prohibit the indirect intermediary from purchasing,
in
nominee name on behalf of other persons, securities issued by the
Fund. Financial Intermediary additionally agrees to inform the
Fund whether it plans to perform (i) or (ii). (b) Responses
required by this paragraph must be communicated in writing and in
a format
mutually agreed upon by the parties; and (c) To the extent practicable,
the format for any transaction information provided to the Fund should
be
consistent with the NSCC Standardized Data Reporting
Format.
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(iii)
|
The
Fund agrees not to use the Shareholder information received from
Financial
Intermediary pursuant to this Agreement for marketing or any other
similar
purpose without the prior written consent of Financial
Intermediary.
|
B.
Effective October 16, 2007, Financial Intermediary agrees to execute written
instructions from the Fund to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by the Fund as
having engaged in transactions in the Fund’s Shares (directly or indirectly
through a Financial Intermediary Fund Account) that violate policies established
for the purpose of eliminating or reducing market timing and abusive trading
practices.
|
|
(i)
|
Instructions
to restrict or prohibit trading must include the TIN, ITIN, or GII,
if
known, and the specific restriction(s) to be executed. If the
TIN, ITIN, or GII is not known, the instructions must include an
equivalent identifying number of the Shareholder(s) or the Financial
Intermediary Fund Account(s) or other agreed upon information to
which the
instruction relates.
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(ii)
|
Financial
Intermediary agrees to execute instructions as soon as reasonably
practicable, but not later than five business days after receipt
of the
instructions by the Financial
Intermediary.
|
|
|
(iii)
|
Financial
Intermediary must provide written confirmation to the Fund that
instructions have been executed. Financial Intermediary agrees
to provide confirmation as soon as reasonably practicable, but not
later
than ten business days after the instructions have been
executed.
|
C. For
purposes of this Section 3 of the Agreement:
|
|
(i)
|
The
term “Financial Intermediary Fund Account” means a direct or networked
Shareholder account with the Fund maintained by Financial Intermediary
or
an omnibus account with the Fund maintained by Financial
Intermediary.
|
|
|
(ii)
|
The
term “Fund” includes JPMorgan Distribution Services, Inc., which is the
Fund’s principal underwriter, the Fund’s transfer agent and the series of
the trusts and corporation listed in the
Agreement.
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(iii)
|
The
term “Shares” means the interests of Shareholders corresponding to the
redeemable securities of record issued by the Fund under the Investment
Company Act of 1940 that are held by or through a Financial Intermediary
Fund Account.
|
|
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(iv)
|
The
term “Shareholder” means (i) the beneficial owner of Shares held by or
through a Financial Intermediary Fund Account; (ii) a participant
in an
employee benefit plan owning Shares held by or through a Financial
Intermediary Fund Account, notwithstanding that the employee benefit
plan
may be deemed to be the beneficial owner of Shares; and (iii) the
holder
of interests in a variable annuity or variable life insurance contract
issued by Financial Intermediary owning Shares held by or through
a
Financial Intermediary Fund
Account.
|
(v) The
term “written” and/or “in writing” includes electronic writings and facsimile
ttransmissions.
|
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(vi)
|
The
term "Financial Intermediary" shall mean a "financial intermediary"
as
defined in 22c-2 of the Investment Company
Act.
|
(vii) The
term "purchase" does not include the automatic reinvestment of
dividends.
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(viii)
|
The
term "promptly" as used in 3(a)(ii) shall mean as soon as practicable
but
in no event later than ten business days from the Financial
Intermediary's receipt of the request for information from the Fund
or its
designee
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|
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transmissions.
|
IV. Representations,
Warranties and Covenants
A.
JPMDS
represents and warrants that:
|
|
(i)
|
It
has the requisite authority to enter into this Agreement and to make
the
payments contemplated herein; and
|
|
|
(ii)That
the payment to Financial Intermediary of any fees pursuant hereto
is
authorized under the Shareholder Servicing
Agreement.
|
B.
Financial Intermediary represents, warrants and agrees that:
|
|
(i)
|
It
has the requisite authority to enter into this Agreement and to perform
the services contemplated herein;
|
|
|
(ii)
|
The
execution and delivery of this Agreement and the performance of the
services contemplated herein have been duly authorized by all necessary
corporate action on its part, and this Agreement constitutes the
valid and
binding obligation of Financial
Intermediary;
|
|
|
(iii)
|
It
is, and will, conduct its activities hereunder in material conformity
with
all applicable federal, state and industry laws or regulations and
will
disclose its receipt of fees hereunder to Customers (and, if required,
will obtain their consent to such receipt) in accordance with applicable
laws and regulations;
|
|
|
(iv)To
the extent Shares are purchased by Customers through a defined
contribution plan subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") (a "Plan”), the
arrangements provided for in this Agreement will be disclosed to
the
Plan(s) through their
representatives;
|
|
|
(v)Either
(a) it is not a "fiduciary" with respect to the provision of the
services
contemplated herein to any Plan(s) as such term is defined in Section
3(21) of ERISA, and Section 4975 of the Internal Revenue Code of
1986, as
amended (the “Code”); or (b) its receipt of fees pursuant to this
Agreement and the provision of the services contemplated herein to
any
Plan(s) will not constitute a non-exempt "prohibited transaction"
as such
term is defined in Section 406 of ERISA and Section 4975 of the
Code;
|
|
|
(vi)
|
That
if it plans to participate in the NSCC’s Mutual Fund Settlement Entry and
Registration Verification system (“Fund/SERV”), and/or in Networking,
Financial Intermediary is a member of the NSCC or otherwise has access
to
Fund/SERV and it has executed and filed with the NSCC the standard
Networking agreement;
|
|
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(vii)
|
Its
services set forth on Exhibit C hereof will in no event be primarily
intended to result in the sale of Shares;
and
|
|
|
(viii)It
will maintain comprehensive general liability coverage and will carry
a
fidelity bond covering it and each of its employees and authorized
agents
with limits of not less than those considered commercially reasonable
and
appropriate under current industry practices, each issued by a qualified
insurance carrier with a Best's rating of at least "A," and, upon
JPMDS’
request, it will furnish a certificate of insurance evidencing such
coverage.
|
Each
party hereto agrees to provide to the other such information or documentation
necessary for such party to fulfill its obligations hereunder and such other
information or documentation as either party may reasonably
request.
V.
Fees
For
the
services provided by Financial Intermediary hereunder, JPMDS agrees to pay
to
Financial Intermediary a fee with respect to each Fund, which fee is calculated
daily and paid monthly in arrears, at the annual rates and with respect to
the
classes of Shares set forth on Exhibit D based on the average daily net asset
value of the total number of such Shares of a Fund held by
Customers.
Financial
Intermediary’s acceptance of any fees hereunder shall constitute its
representation (which shall survive any payment of such fees and any termination
of this Agreement and shall be reaffirmed each time Financial Intermediary
accepts a fee hereunder) that the fees set forth on Exhibit D are appropriate
to
the services Financial Intermediary provides to Customers holding such
Shares.
VI. Indemnification
|
A. Financial
Intermediary shall indemnify and hold harmless JPMDS, each Fund,
the
transfer agent of the Funds, and their respective subsidiaries,
affiliates, officers, directors (or trustees), and employees from
all
claims, liabilities, losses or costs (including reasonable attorney’s
fees) arising directly from:
|
|
(i)
|
any
breach by Financial Intermediary of any representations, covenants
or
warranties in this Agreement or a material breach of any provision
of this
Agreement;
|
|
(ii)
|
any
actions or omissions of JPMDS, any Fund, the transfer agent of the
Funds,
and their subsidiaries, affiliates, officers, directors (or trustees),
and
employees in reliance upon any oral, written or computer or electronically
transmitted instructions, documents or materials believed to be genuine
and to have been given by or on behalf of Financial Intermediary;
and
|
|
(iii)
|
any
willful misconduct or negligence (as measured by industry standards)
of
Financial Intermediary, its agents and employees, in the performance
of,
or failure to perform, its obligations under this Agreement, or any
reckless disregard of its obligations under this
Agreement.
|
|
B.
JPMDS shall indemnify and hold harmless Financial Intermediary and
its
subsidiaries, affiliates, officers, directors, and employees from
and
against any and all claims, liabilities, losses or costs (including
reasonable attorney’s fees) arising directly
from:
|
|
(i)
|
any
breach by JPMDS of any representations, covenants or warranties in
this
Agreement or any material breach of any provision of this
Agreement;
|
|
(ii)
|
any
alleged untrue statement of a material fact contained in any Fund's
registration statement or Prospectus or any alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements contained therein not misleading;
and
|
|
(iii)
|
any
willful misconduct or negligence (as measured by industry standards)
of
JPMDS, its agents and employees, in the performance of, or failure
to
perform, its obligations under this Agreement, or any reckless disregard
of its obligations under this
Agreement.
|
|
C. Neither
JPMDS nor Financial Intermediary shall be liable for special,
consequential or incidental damages. This indemnity agreement
will be in addition to any liability which the parties may otherwise
have.
|
|
D.
The agreement of the parties in this Section V to indemnify each
other is
conditioned upon the party entitled to indemnification (Indemnitee)
promptly giving notice to the party required to provide indemnification
(Indemnitor) as to any claim as to which indemnity may be sought.
The
Indemnitor shall have the option to defend the Indemnitee against
any such
claim or any litigation arising from it, in which case the defense
shall
be conducted by counsel chosen by the Indemnitor and satisfactory
to the
Indemnitee. The Indemnitee may retain additional counsel at its
expense. The failure of the Indemnitee to give notice as provided
in this
Sub-section (D) shall not relieve the Indemnitor from any liability
other
than its indemnity obligation under this Section. The
Indemnitor may not settle any action without the written consent
of the
Indemnitee unless such settlement completely and finally releases
the
Indemnitee from any and all liability. Except with the prior written
consent of the Indemnitor, the Indemnitee may not confess any claim
or
make any compromise in any case in which the Indemnitor may be required
to
indemnify.
|
|
E.
The provisions of this Section V shall survive the termination of
this
Agreement.
|
|
VII. Confidentiality
|
A. Each
party acknowledges and understands that any and all technical, trade secret,
or
business information, including, without limitation, financial information,
business or marketing strategies or plans or product development, which is
disclosed to the other or is otherwise obtained by the other, its affiliates,
agents or representatives during the term of this Agreement (the "Proprietary
Information") is confidential and proprietary, constitutes trade secrets of
the
owner, and is of great value and importance to the success of the owner's
business. Each party agrees that should it come into possession of
Proprietary Information, it will use its best efforts to hold such information
in confidence and shall refrain from using, disclosing or distributing any
such
information except (i) as may be necessary in the ordinary course of performing
the services and transactions contemplated by this Agreement; (ii) with the
written consent of the other party; or (iii) as required by law or judicial
process. Proprietary Information shall not include information a
party to this Agreement can clearly establish was (a) known to the party prior
to this Agreement; (b) rightfully acquired by the party from third parties
whom the party reasonably believes are not under an obligation of
confidentiality to the other party to this Agreement; (c) placed in public
domain without fault of the party or its affiliates; or (d) independently
developed by the party without reference or reliance upon Proprietary
Information.
B. All
information, including “nonpublic personal information” as that term in defined
in Regulation S-P, relating to shareholders of the Funds who are Customers
is
and shall remain the sole property of the Funds and the Financial Intermediary
and shall not be disclosed to or used by the Funds, the Financial Intermediary,
JPMDS, or their affiliates for any purpose except in the performance of their
respective duties and responsibilities under this Agreement and except for
servicing and informational mailings relating to the Funds or as permitted
by
Rule 15 of Regulation S-P. Notwithstanding the foregoing, this Section VI B
shall not prohibit the Financial Intermediary, the Funds, JPMDS, or any of
their
affiliates from utilizing the names of Customers, for any purpose if the names
are obtained in any manner other than from Financial Intermediary pursuant
to
this Agreement.
C. If
applicable, Financial Intermediary will deliver the Funds’ privacy policy as
required by Regulation S-P.
D. The
provisions of this Section VI shall survive the termination of this
Agreement.
VIII. Effective
Date, Amendment and Termination
|
A.
|
This
Agreement shall become effective as of the date executed by JPMDS
or as of
the first date thereafter upon which Financial Intermediary performs
any
service, or receives any payment pursuant
hereto.
|
|
|
|
B.
|
This
Agreement may be amended by JPMDS from time to time by the following
procedure. JPMDS will mail a copy of the amendment to Financial
Intermediary's address, as shown on the signature page
hereof. If Financial Intermediary does not object to the
amendment within thirty (30) days after its receipt, the amendment
will
become part of the Agreement. Financial Intermediary's objection
must be
in writing and be received by JPMDS within such thirty
days.
|
|
C.
|
This
Agreement may be terminated as
follows:
|
|
|
(i)
|
by
any party as to any Fund without cause by giving the other party
at least
thirty (30) days' written notice. The termination of this Agreement
with
respect to any one Fund will not cause the Agreement's termination
with
respect to any other Fund.
|
|
|
(ii) Notwithstanding
the foregoing, this Agreement may be terminated at any time if required
by
applicable law, rule, regulation, order, or instruction by a court
of
competent jurisdiction or regulatory body or self-regulatory organization
with jurisdiction over JPMDS or Financial
Intermediary.
|
|
|
(iii)
|
This
agreement also shall terminate immediately upon termination of the
Shareholder Servicing Agreement.
|
IX. Miscellaneous
A. Custody.
Financial Intermediary represents and warrants, and JPMDS acknowledges, that
Fund shares maintained by the Fund for Customers hereunder are held in custody
for the exclusive benefit of customers of Financial Intermediary and shall
be
held free of any right, charge, security interest, lien or claim against
Financial Intermediary in favor of the Fund or its agents acting on behalf
of
the Fund.
B. Use
of Names. Neither party shall use the name (or any trademark,
trade name, service ▇▇▇▇ or logo) of the other party or its affiliates or of
the
Funds in any manner without the other party's written consent, except as
required by any applicable federal or state law, rule or regulation, and except
that Financial Intermediary may identify the Funds in a listing of funds offered
by Financial Intermediary.
C. Anti-Money
Laundering. Financial Intermediary represents that it has
established an Anti-Money Laundering Program ("AML Program") that is designed
to
comply with applicable U.S. laws, regulations, and guidance, including rules
of
self-regulatory organizations, relating to the prevention of money laundering,
terrorist financing, and related financial crimes. Its AML Program
includes written policies and procedures regarding the i) verification of the
identity of its Customers and the source of Customers’ funds, and ii) reporting
of any suspicious transactions in a Customer’s account. Financial
Intermediary agrees to cooperate with JPMDS to satisfy JPMDS’ AML due diligence
policies, which may include annual AML compliance certifications, periodic
AML
due diligence reviews and/or other requests deemed necessary to ensure its
compliance with the AML regulations. Financial Intermediary will (but
only to the extent consistent with applicable law) take all steps necessary
and
appropriate to provide the Funds and/or JPMDS with any requested information
about Customers and their Fund accounts in the event that the Funds and/or
JPMDS
shall request such information due to an inquiry or investigation by any law
enforcement, regulatory, or administrative authority.
D.
Representations with Respect to the Funds. Financial
Intermediary and its agents shall not make any representation concerning a
Fund
or Shares, except those contained in the Prospectus or SAI, in current material
furnished by JPMDS to Financial Intermediary, or in materials created by
Financial Intermediary and submitted to and approved in writing by
JPMDS.
E.
Nonexclusivity. JPMDS acknowledges that Financial Intermediary
may perform services similar to those to be provided under this Agreement to
other investment companies, investment company sponsors, or service providers
to
investment companies. JPMDS may enter into other similar agreements for the
provision of shareholder services with any other person or persons without
Financial Intermediary’s consent.
F.
Force Majeure. Neither Financial Intermediary nor JPMDS nor
their respective affiliates shall be liable to the other or to any Fund for
any
damage, claim or other loss whatsoever caused by circumstances or events beyond
its reasonable control, provided that such party has exercised such reasonable
diligence as the circumstances require.
G.
Security Against Unauthorized Use of Funds' Recordkeeping
Systems. Financial Intermediary agrees to provide such security
as is necessary to prevent any unauthorized use of the Funds’ recordkeeping
system, accessed via (a) the world wide web or any URL maintained by the Funds
or JPMDS, (b) a networking/data access arrangement or (c) computer hardware
or
software provided to Financial Intermediary by JPMDS.
H.
Notices. Except as otherwise specifically provided in this
Agreement, all notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by: (i) personal delivery;
(ii) postage prepaid, registered or certified United States first class mail,
return receipt requested; (iii) overnight courier services; or (iv) facsimile
or
similar electronic means of delivery (with a confirming copy by mail as provided
herein).
Unless
otherwise notified in writing, all such notices shall be given or sent to the
other party at the address on the signature page hereof,
Attention: President.
I.
Records. Financial Intermediary will maintain all records required to be
kept by state and federal law relating to transactions in Shares and, upon
request by the Funds, will promptly make such records available to the Funds
or
their designee.
J. Assignment
and Governing Law. This Agreement may not be transferred or
assigned (as that term is defined in the Investment Company Act) by either
JPMDS
or Financial Intermediary without the written consent of both parties, and
shall
be construed in accordance with the laws of the State of New York..
- -
JPMORGAN
DISTRIBUTION SERVICES,
INC.FINRA CRD Number: 104234
Street
Address:
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇)
▇▇▇-▇▇▇▇
Fax: (▇▇▇)
▇▇▇-▇▇▇▇
By:
Name:
Title:
Date:
_____________________
Financial
Intermediary
Name FINRA
CRD Number
(Please
Print or Type)
Address
City:
State Zip
Code
Phone:
____________________________ Fax:__________________________________
By:
Authorized
Signature
Print
Name or Type Name
Title
Date
- -
EXHIBIT
A
TRUSTS
AND CORPORATION
JPMorgan
Trust I
JPMorgan
Trust II
▇.▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Fund Group, Inc.
▇.▇.
▇▇▇▇▇▇ Mutual Fund Group
▇.▇.
▇▇▇▇▇▇ Mutual Fund Investment Trust
Undiscovered
Managers Funds
- -
EXHIBIT
B
OPERATING
PROCEDURES
JPMDS
and
Financial Intermediary shall follow the following operating procedures in
connection with transactions in Fund Shares by Customers through Financial
Intermediary, except as otherwise agreed to in writing by the
parties.
A. Net
asset
value per share is generally provided on a daily basis to NASDAQ and other
major
news organizations by 5:55 p.m. Eastern time. Net asset value can be
provided directly to Financial Intermediary after 6:00 p.m. Eastern time upon
request.
B. JPMDS
will furnish notice of the declaration of any income, dividends, or capital
gains distributions payable by the Funds. This information will
include the ex, record and payable dates along with the Fund’s reinvestment
price. Typically, this notice will be given by fax transmission, but
may be given by other means as may be reasonable under the
circumstances.
C. Dividends
and capital gains distributions paid for each of the ▇.▇. ▇▇▇▇▇▇ Funds are
automatically reinvested in additional shares of the same Fund unless the
Customer has elected to have them paid in cash.
D.
Execution of orders for Shares
The
execution of all orders for Share transactions will be subject to the terms
of
the Prospectus, these Operating Procedures and, if executed through Fund/SERV,
the NSCC’s rules and procedures.
1.
Money
Market Funds
Customers’
orders to purchase and redeem Fund Shares must be received by JPMDS or the
Funds’ transfer agent from Financial Intermediary prior to the order deadlines
listed in each Fund’s prospectus for the orders to be effective the same
day.
2.
Non-money market funds
(a)
The
Financial Intermediary certifies as follows:
(i)
orders to purchase and redeem shares received by Financial Intermediary or
its
Correspondents (as defined in Section II C of the Agreement) prior to the
earlier of the close of trading on the New York Stock Exchange or the close
of a
Fund (generally, 4:00 p.m., Eastern Time (“ET”)) (“Market Close”) on any day
that a Fund is open for business (“Day 1”) will be electronically transmitted to
the Funds by 8:00 a.m., ET on the next day that the Fund is open for
business (“Day 2”)(such orders are referred to as “Day 1 Trades”);
and
(ii) orders
to purchase and redeem shares received by Financial Intermediary or its
Correspondents after the Market Close on Day 1, but prior to the Market Close
on
Day 2 (“Day 2 Trades”) will be electronically transmitted to the Funds by 8:00
a.m., ET on the second day that the Fund is open for business following Day
1.
(iii) If
the Financial Intermediary cannot electronically transmit Day 1 Trades to the
Funds by 8:00 a.m., ET on Day 2, Financial Intermediary will transmit such
orders by facsimile prior to the beginning of trading on the New York Stock
Exchange (generally 9:30 a.m ET) on Day 2.
(b). Day
1 Trades will be effected at the NAV calculated as of the Market Close on Day
1,
and Day 2 Trades will be effected at the NAV calculated as of the Market Close
on Day 2. The Trust agrees that, consistent with the foregoing, Day 1
Trades (Day 2 Trades) will have been received by the Funds prior to the Market
Close on Day 1 (Day 2) for all purposes, including, without limitation,
effecting distributions.
F.
Payments for Shares shall be made as specified in the Prospectus. If
payment for any purchase order is not received in accordance with the terms
of
the Prospectus, JPMDS reserves the right, without notice, to cancel the sale
and
to hold Financial Intermediary responsible for any loss sustained as a result
thereof, including loss of profit.
G.
Issuance and transfer of each Fund’s shares will be by book entry
only. The Funds will not issue stock certificates.
H.
JPMDS
will make available to Financial Intermediary a list of the states or other
jurisdictions in which Shares are eligible for sale, which list may be revised
from time to time. Financial Intermediary agrees to sell or offer to
sell Shares only in the states and other jurisdictions appearing on the most
recent list received from JPMDS.
I. Financial
Intermediary agrees to provide each Fund, each Fund’s transfer agent and/or
other parties designated by them with information, on a daily basis, regarding
the state or jurisdiction of residence of each Customer for which Financial
Intermediary provides services under this Agreement. Such information
shall be provided for purposes of the Funds’ regulatory requirements and shall
be in a form mutually agreeable to JPMDS and Financial
Intermediary.
J. The
Fund or its designee will provide Financial Intermediary with confirmations
of
executed trades through Fund/SERV when applicable or by mail or electronic
means. Periodic account statements will be provided to Financial
Intermediary showing the total number of Shares held, Share transactions,
dividends and other distribution during the statement period, and such other
information as may be required from time to time.
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EXHIBIT
C
Services
Provided by Financial Intermediary
Pursuant
to the Services Agreement to which this is attached and made a part, Financial
Intermediary hereby agrees to provide some or all of the personal shareholder
liaison services and account information services (“Shareholder Services”)
described in this Exhibit C.
For
purposes of this Agreement, Shareholder Services shall include:
|
a)
|
assisting
in establishing and maintaining accounts with the
Funds;
|
|
b)
|
answering
Customer inquiries (through electronic and other means) regarding
account
status and history, Share prices, dividend amounts and payment dates,
and
the manner in which purchases and redemptions of Shares may be
effected;
|
|
c)
|
providing
Customers with information through electronic
means;
|
|
d)
|
assisting
Customers in completing application forms, designating and changing
dividend options, account designations and
addresses;
|
|
e)
|
facilitating
the settlement with the Fund of Customers’ Share transactions in
accordance with the Fund’s Prospectus and this
Agreement;
|
|
f)
|
verifying
Customer requests for changes to account
information;
|
|
g)
|
handling
correspondence from Customers about their accounts;
and
|
|
h)
|
providing
such other shareholder services as JPMDS or a Customer may reasonably
request.
|
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EXHIBIT
D
Calculation
and Payment of Fees Pursuant to Section IV
A.
For
the services provided by Financial Intermediary hereunder, JPMDS agrees to
pay
to Financial Intermediary a fee set forth below, with respect to the classes
of
Shares of each Fund set forth below, calculated daily and paid monthly in
arrears, at an annual rate based on the average daily net asset value of the
total number of such shares of a Fund held in accounts at Financial Intermediary
(determined by multiplying the number of such shares times the publicly-reported
net asset value of each share), excluding the value of (i) shares
held in an account with Financial Intermediary prior to the effective date
of
the Agreement as to the Fund issuing such shares, and (ii) shares first placed
or purchased in an account with Financial Intermediary after the termination
of
the Agreement as to the Fund issuing such shares; all as follows:
0.05%
on
each Share Class of each Fund
JPMDS
reserves the right not to pay fees to Financial Intermediary if Financial
Intermediary’s fee payments for a given month are deemed to be de
minimis. JPMDS currently adheres to a $25.00 de minimis threshold,
but reserves the right to change that threshold from time to time.
B.
JPMDS
shall pay Financial Intermediary such fee by wire transfer or other form
acceptable to Financial Intermediary and the payment shall be separate from
payments related to redemption proceeds and distributions.
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