Common use of Sales of Fund Shares Clause in Contracts

Sales of Fund Shares. A. Financial Intermediary will offer and sell Shares only in accordance with the applicable current prospectus (“Prospectus”) and Statement of Additional Information (“SAI”), the applicable rules, regulations and requirements, including, without limitation, Rule 22c-1(a) and other applicable rules under the Investment Company Act, and the provisions of this Agreement. B. The Financial Intermediary agrees that neither the Trust, 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 Trust, JPMDS and their affiliates and agents will be entitled to rely conclusively on any purchase or redemption request communicated to the Trust 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. JPMDS and the Funds reserve the right to reject any purchase request in their sole discretion. D. The parties agree that in performing its services under 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; (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) Financial Intermediary shall be deemed an independent contractor and shall have no authority to act as agent for JPMDS or the Funds.

Sales of Fund Shares. A. Financial Intermediary will offer and sell Shares only in accordance and in compliance with the applicable current prospectus (“Prospectus”) and Statement of Additional Information (“SAI”)Registration Statement, the applicable rules, regulations and requirements, including, without limitation, Rule 22c-1(a) and other applicable rules under the Investment Company Act, and the provisions of this Agreement. B. The Financial Intermediary agrees that neither the TrustFunds, 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 TrustFunds, JPMDS and their affiliates and agents will be entitled to rely conclusively on any purchase or redemption request communicated to the Trust 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. JPMDS and the Funds reserve the right to reject any purchase request in their sole discretion. D. The parties agree that in performing its services under this Agreement: (i) Except with regard to certain MMFs, as set forth in Section 4 of Schedule E of this Agreement, Financial Intermediary is acting as agent for the CustomerCustomer and covenants and agrees to comply with all applicable terms and conditions of the Registration Statement; (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; (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 to purchase, redeem or exchange Shares (“Orders”) for Share transactions from its customers as described in Schedule E of this Agreement or with respect to redemptions for certain MMFs of customers who do not qualify as natural persons, as set forth in Schedule E of this Agreement, Financial Intermediary shall be deemed an independent contractor and shall have no authority to act as agent for JPMDS or the Funds.