Common use of Transactions in Shares Clause in Contracts

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 all applicable 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”); (ii) the provisions of this Agreement; and (iii) the Prospectus and SAI. 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 all applicable laws, rules, regulations and Prospectus and SAI requirements with respect to late trading, market timing and abusive trading practices; (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 and SAI requirements with respect to late trading, market timing and abusive trading practices; (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 (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 SAI 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; (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.

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 ProspectusRegistration Statement. 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 all applicable 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”); (ii) the provisions of this Agreement; and (iii) the Prospectus and SAIRegistration Statement. 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 all applicable laws, rules, regulations and Prospectus and SAI Registration Statement requirements with respect to late trading, market timing and abusive trading practices; (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 and SAI Registration Statement requirements with respect to late trading, market timing and abusive trading practices; (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 (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 SAI Registration Statement 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) Except with regard to certain money market funds (“MMFs”), as set forth in Section 4 of Exhibit E of this Agreement, Financial Intermediary is acting as agent for the Customer; Customer 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 Except for the limited purpose of receiving orders to purchase, redeem or exchange Shares (“Orders”) for Share transactions from Customers its customers as described in Section II.C. Exhibit 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 Exhibit E of this Agreement, Financial Intermediary shall be deemed an independent contractor shall have no authority to act as agent for JPMDS or the Funds.

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 all applicable 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”); (ii) the provisions of this Agreement; and (iii) the Prospectus and SAI. 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 all applicable lawslaw, rules, regulations regulation and Prospectus and SAI requirements with respect to late trading, market timing and abusive trading practices; (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 and SAI requirements with respect to late trading, market timing and abusive trading practices; (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 (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 SAI 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; (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.

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 all applicable 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”); (ii) the provisions of this Agreement; and (iii) the Prospectus and SAIProspectus. 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 all applicable lawsrelevant law, rules, regulations regulation and Prospectus and SAI requirements with respect to late trading, market timing and abusive trading practices; (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 and SAI requirements with respect to late trading, market timing and abusive trading practices; (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 (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 SAI 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.

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 - 1 - 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 all applicable 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”); (ii) the provisions of this Agreement; and (iii) the Prospectus and SAIProspectus. 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 all applicable lawsrelevant law, rules, regulations regulation and Prospectus and SAI requirements with respect to late trading, market timing and abusive trading practices; (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 and SAI requirements with respect to late trading, market timing and abusive trading practices; (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 (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 SAI 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.

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 ProspectusRegistration Statement. 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 all applicable 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”); (ii) the provisions of this Agreement; and (iii) the Prospectus and SAIRegistration Statement. 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 all applicable lawslaw, rules, regulations regulation and Prospectus and SAI requirements with respect to late trading, market timing and abusive trading practices; (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 and SAI Registration Statement requirements with respect to late trading, market timing and abusive trading practices; (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 (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 SAI Registration Statement 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 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 for Share transactions from Customers as described in Section II.C. 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.

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 all applicable 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”); (ii) the provisions of this Agreement; and (iii) the Prospectus and SAIProspectus. 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 all applicable lawsrelevant law, rules, regulations regulation and Prospectus and SAI requirements with respect to late trading, market timing and abusive trading practices; (ii) has determined to the best of its knowledge and belief and based upon representations of the Correspondent, 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 and SAI requirements with respect to late trading, market timing and abusive trading practices; (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 (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 SAI and such other policies established by the Trust from time to time. F. JPMDS and Financial Intermediary shall follow the operating procedures attached hereto as Exhibit B in connection with transactions in Shares by Customers through Financial Intermediary, except as otherwise agreed to in writing by the parties. If JPMDS and Financial Intermediary plan to participate in the National Securities Clearing Corporation’s (“NSCC”) Networking system (“Networking”), each agrees to do so pursuant to the standard Networking agreement it has executed and filed with the NSCC. G. 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. II.B. of this Agreement, Financial Intermediary shall have no authority to act as agent for JPMDS or the Funds.

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 all applicable 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”); (ii) the provisions of this Agreement; and (iii) the Prospectus and SAI. 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 all applicable laws, rules, regulations and Prospectus and SAI requirements with respect to late trading, market timing and abusive trading practices; (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 and SAI requirements with respect to late trading, market timing and abusive trading practices; (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 (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 SAI 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; (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.

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 on behalf of the Separate Account for Shares from Customers Contractowners 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 '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 all applicable 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”"); ; (ii) the provisions of this Agreement; and and (iii) the Prospectus and SAI. E. Financial Intermediary further certifies that it: (i) has adopted and implemented and will monitordiscourage late trading, on a continuous basis, its compliance market timing and/or abusive trading practices. Financial Intermediary will reserve the right to reject any request to purchase Shares which it reasonably determines to be in connection with procedures reasonably designed to prevent violations of all applicable laws, rules, regulations and Prospectus and SAI requirements with respect to late trading, market timing and abusive trading practices; (ii) has determined that each Correspondent has adopted and implemented and practices by an investor or by accounts of investors under common control. Upon request of JPMDS, Contractowner's trading history will monitor, on a continuous basis, its compliance with its own internal procedures reasonably designed be reviewed to prevent violations of relevant law, regulation and Prospectus and SAI requirements with respect to confirm Contractowner is engaging in late trading, market timing and and/or abusive trading practices;. This procedure will be enforced against every Contractowner consistently. Any Contractowner redeeming units with a value of $5,000 or more from an investment option will be precluded from investing in that option until 30 calendar days have elapsed since the date of the redemption transaction. If it is determined that the Contractowner's trading activity violates any Trust's trading policy, then Contractowner shall be notified of restrictions on his or her account. In those instances, Contractowner's access to internet and interactive voice response trades will be turned off and Contractowner will be limited to a specific number of trades per month, as determined by Financial Intermediary and the respective Trust. (ii) will not enter into any agreement with any individual, corporation, plan or other entity that would permit late trading, market timing, and/or abusive trading practices. The Trusts will monitor trading at the omnibus level and enforce their own policies and procedures based on their respective policies. Financial Intermediary will cooperate and, to the extent permitted by law, shall share participant-level trading information with the Trusts to the extent necessary to assist in the enforcement of these policies. (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 (iv) will cooperate in monitoring and enforcing the Trust’s 's market timing, late trading, and any redemption fee policies as set forth in the Prospectus and SAI 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 benefit of the Customer and not for shares will be held in the Financial Intermediary’s account's Separate 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 for Share transactions from Customers on behalf of the Separate Account as described in Section II.C. of this Agreement, Financial Intermediary shall have no authority to act as agent for JPMDS or the Funds.