Common use of Transactions in Shares Clause in Contracts

Transactions in Shares. A. Financial Intermediary shall accept Customers’ instructions for transactions in Shares and transmit them to the Funds in accordance and in compliance with the terms and conditions of the applicable current prospectus (“Prospectus”) and Statement of Additional Information (“SAI” and together with the Prospectus, the “Registration Statement”), the applicable rules, regulations and requirements, and the operating procedures set forth on Exhibit C. B. 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 and SAI. JPMDS and the Funds reserve the right to reject any purchase request in their sole discretion. C. 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 Registration Statement. D. 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 Registration Statement requirements with respect to late trading, market timing and abusive trading practices; (ii) has determined that each of Financial Intermediary’s Agents (as defined below) that accept orders for Shares on the Fund’s behalf 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 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 of Exhibit C; 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 Registration Statement and such other policies established by the Trust from time to time. E. 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 a Customer or (ii) to determine the suitability of a particular Fund or Class of Shares 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. F. 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 (“Financial Intermediary Agents”) to receive orders on the Funds’ behalf. Financial Intermediary shall be liable to the Funds for each Financial Intermediary Agent’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 Financial Intermediary Agent. G. The parties agree that in each transaction in Shares and in performing its services under 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 Customers and covenants and agrees to comply with all applicable terms and conditions of the Registration Statement; (ii) the Customers are for all purposes the customers of Financial Intermediary; (iii) each transaction is initiated solely upon the order of a Customers; (iv) as between Financial Intermediary and a Customer, the Customer will have full beneficial ownership of all Shares; (v) each transaction shall be for the account of a 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 Customers as described in Section II.F. of this Agreement, Financial Intermediary shall be deemed to an independent contractor and shall have no authority to act as agent for JPMDS or the Funds.

Transactions in Shares. A. Financial Intermediary shall accept Customers’ instructions for transactions in Shares and transmit them to the Funds in accordance and in compliance with the terms and conditions of the applicable current prospectus (“Prospectus”) and Statement of Additional Information (“SAI” and together with the Prospectus, the “Registration Statement”), the applicable rules, regulations and requirements, and the operating procedures set forth on Exhibit C. B. 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 and SAI. JPMDS and the The Funds reserve the right to reject any purchase request in their sole discretion. C. Financial Intermediary B. Recordkeeper 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 Registration StatementProspectus and SAI. D. Financial Intermediary C. Recordkeeper 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 Registration Statement Prospectus and SAI requirements with respect to late trading, market timing and abusive trading practices; (ii) has determined that each of Financial IntermediaryRecordkeeper’s Agents (as defined below) that accept orders for Shares on the Fund’s behalf 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 Registration Statement 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 the Funds or its their designee to verify compliance with this Section II 2 and Section D of in Exhibit C; 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 Registration Statement Prospectus and SAI and such other policies established by the Trust from time to time. E. D. The Financial Intermediary Recordkeeper agrees that neither the Funds, JPMDS Funds 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 Recordkeeper (i) to determine whether such request is genuine or authorized by a Customer Plan or (ii) to determine the suitability of a particular Fund or Class of Shares for such CustomerPlan or its Participants. The Funds, JPMDS Funds and their affiliates and agents will be entitled to rely conclusively on any purchase or redemption request communicated to the Funds by Financial IntermediaryRecordkeeper, and will have no liability whatsoever for any losses, claims or damages to or against Financial Intermediary Recordkeeper or any Customer Plan or Participant resulting from the failure of Financial Intermediary Recordkeeper to transmit any such request, or from any errors contained in any request. F. Financial Intermediary E. Recordkeeper confirms that it will be considered the Funds’ agent for the sole purpose of receiving purchase and redemption orders from Customers Plans and transmitting them to the FundsTransfer Agent. Financial Intermediary Recordkeeper may authorize such intermediaries as it deems appropriate (“Financial Intermediary Recordkeeper’s Agents”) to receive orders on the Funds’ behalf. Financial Intermediary Recordkeeper shall be liable to the Funds for each Financial Intermediary Recordkeeper’s Agent’s compliance with applicable regulations, requirements and this Section II 2. to the same extent as if Financial Intermediary Recordkeeper itself had acted or failed to act instead of the Financial Intermediary Recordkeeper’s Agent. G. F. The parties agree that in each transaction in Shares and in performing its with regard to any services under rendered pursuant to this Agreement: 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 Recordkeeper is acting as agent for the Customers and covenants and agrees to comply with all applicable terms and conditions of the Registration StatementPlans; (ii) the Customers Plans are for all purposes the customers of Financial IntermediaryRecordkeeper; (iii) each transaction is initiated solely upon the order of a Customersthe Plans; (iv) as between Financial Intermediary Recordkeeper and a CustomerPlan, the Customer Plan will have full beneficial ownership of all Shares; (v) each transaction shall be for the account of a Customer Plan and not for Financial IntermediaryRecordkeeper’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 to purchase, redeem or exchange Shares (“Orders”) for Share transactions from Customers the Plans as described in Section II.F. 2E of this Agreement, Financial Intermediary shall be deemed to an independent contractor and Recordkeeper shall have no authority to act as agent for JPMDS or the Funds.

Transactions in Shares. A. Financial Intermediary shall accept Customers’ instructions for transactions in Shares and transmit them to the Funds in accordance and in compliance with the terms and conditions of the applicable current prospectus (“Prospectus”) and Statement of Additional Information (“SAI” and together with the Prospectus, the “Registration Statement”), the applicable rules, regulations and requirements, and the operating procedures set forth on Exhibit C. B. 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 and SAIProspectus. JPMDS and the The Funds reserve the right to reject any purchase request in their sole discretion. C. Financial Intermediary B. Recordkeeper 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 Registration StatementProspectus. D. Financial Intermediary C. Recordkeeper 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 Registration Statement Prospectus requirements with respect to late trading, market timing and abusive trading practices; (ii) has determined that each of Financial IntermediaryRecordkeeper’s Agents (as defined below) that accept orders for Shares on the Fund’s behalf 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 Registration Statement Prospectus requirements with respect to late trading, market timing and abusive trading practices; (iii) upon request, will provide information and further certification to JPMDS the Funds or its their designee to verify compliance with this Section II 2 and Section D of in Exhibit CB; 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 Registration Statement Prospectus and such other policies established by the Trust from time to time. E. D. The Financial Intermediary Recordkeeper agrees that neither the Funds, JPMDS Funds 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 Recordkeeper (i) to determine whether such request is genuine or authorized by a Customer Plan or (ii) to determine the suitability of a particular Fund or Class of Shares for such CustomerPlan or its Participants. The Funds, JPMDS Funds and their affiliates and agents will be entitled to rely conclusively on any purchase or redemption request communicated to the Funds by Financial IntermediaryRecordkeeper, and will have no liability whatsoever for any losses, claims or damages to or against Financial Intermediary Recordkeeper or any Customer Plan or Participant resulting from the failure of Financial Intermediary Recordkeeper to transmit any such request, or from any errors contained in any request. F. Financial Intermediary E. Recordkeeper confirms that it will be considered the Funds’ agent for the sole purpose of receiving purchase and redemption orders from Customers Plans and transmitting them to the Funds. Financial Intermediary Transfer Agent. F. The Trust hereby acknowledges and agrees that, at the expense of Recordkeeper, the Recordkeeper may authorize such intermediaries appoint a third party as it deems appropriate its agent, including affiliates of Recordkeeper (“Financial Intermediary Agentsthe Recordkeeper’s Agent”) to receive orders on provide the Funds’ behalfservices hereunder, including, to the extent required hereunder, plan-level and participant-level recordkeeping, data processing, data entry, maintenance of records, client contact and client servicing, publication and assembly of reports, accounting, distribution administration, bookkeeping and tax reporting services, safekeeping, custody, brokerage and clearing agency services with respect to the Plans. Financial Intermediary The Recordkeeper shall be liable as fully responsible to the Funds Trust for the acts and omissions of each Financial Intermediary AgentRecordkeeper’s compliance with applicable regulations, requirements Agent as Recordkeeper is for its own acts and this Section II to the same extent as if Financial Intermediary itself had acted or failed to act instead of the Financial Intermediary Agentomissions. G. The parties agree that in each transaction in Shares and in performing its with regard to any services under rendered pursuant to this Agreement: 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 Recordkeeper is acting as agent for the Customers and covenants and agrees to comply with all applicable terms and conditions of the Registration StatementPlans; (ii) the Customers Plans are for all purposes the customers of Financial IntermediaryRecordkeeper; (iii) each transaction is initiated solely upon the order of a Customersthe Plans; (iv) as between Financial Intermediary Recordkeeper and a CustomerPlan, the Customer Plan will have full beneficial ownership of all Shares; (v) each transaction shall be for the account of a Customer Plan and not for Financial IntermediaryRecordkeeper’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 to purchase, redeem or exchange Shares (“Orders”) for Share transactions from Customers the Plans as described in Section II.F. 2E of this Agreement, Financial Intermediary shall be deemed to an independent contractor and Recordkeeper shall have no authority to act as agent for JPMDS or the Funds.

Transactions in Shares. A. Financial Intermediary shall accept Customers’ instructions for transactions in Shares and transmit them to the Funds in accordance and in compliance with the terms and conditions of the applicable current prospectus (“Prospectus”a) and Statement of Additional Information (“SAI” and together with the Prospectus, the “Registration Statement”), the applicable rules, regulations and requirements, and the operating procedures set forth on Exhibit C. B. The Funds will execute all accepted orders for the purchase of any Shares shares of the Funds (“Shares”) at the next determined public offering price per share Share (i.e., the net asset value per share 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 shareShare, in each case as described in the Prospectus and SAIFunds’ then current prospectus (“Prospectus”). JPMDS and the The Funds reserve the right to reject any purchase request in their sole discretion. C. (b) 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, 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 Registration StatementProspectus. D. (c) 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 Registration Statement Prospectus requirements with respect to late trading, market timing and abusive trading practices; (ii) has determined that each of Financial Intermediary’s Intermediary Agents (as defined below) that accept orders for Shares shares on the Fund’s behalf 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 Registration Statement Prospectus requirements with respect to late trading, market timing and abusive trading practices; (iii) upon request, will provide information and further certification to JPMDS the Funds or its their designee to verify compliance with this Section II and Section D of Exhibit C2; 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 Registration Statement Prospectus and such other policies established by the Trust from time to time. E. (d) The Financial Intermediary agrees that neither the Funds, JPMDS the Funds’ distributor 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 a the Customer or (ii) to determine the suitability of a particular Fund or Class class of Shares for such Customer. The Funds, JPMDS the Funds’ distributor 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. F. (e) Financial Intermediary confirms that it will be considered the Funds’ agent for the sole purpose of receiving purchase and redemption orders from Customers for the Omnibus Accounts and transmitting them to the Funds. Transfer Agent. (f) The Funds hereby acknowledge and agree that, at the expense of Financial Intermediary, Financial Intermediary may authorize such intermediaries appoint a third party as it deems appropriate its agent, including affiliates of Financial Intermediary (“Financial Intermediary AgentsAgent”) to receive orders on provide the Funds’ behalfservices hereunder, including, to the extent required hereunder, Customer-level recordkeeping, data processing, data entry, maintenance of records, client contact and client servicing, publication and assembly of reports, accounting, distribution administration, bookkeeping and tax reporting services, safekeeping, custody, brokerage and clearing agency services with respect to the Omnibus Accounts. Financial Intermediary shall be liable as fully responsible to the Funds for the acts and omissions of each Financial Intermediary Agent’s compliance with applicable regulations, requirements and this Section II to the same extent Agent as if Financial Intermediary itself had acted or failed to act instead of the Financial Intermediary Agentis for its own acts and omissions. G. (g) The parties agree that in each transaction in Shares and in performing its with regard to any services under rendered pursuant to this Agreement: 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 Customers and covenants and agrees to comply with all applicable terms and conditions of the Registration StatementCustomers; (ii) the Customers are for all purposes the customers of Financial Intermediary; (iii) each transaction is initiated solely upon the order of a the Customers; (iv) as between Financial Intermediary and a Customer, the Customer will have full beneficial ownership of all Shares; (v) each transaction shall be for the account of a 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 to purchase, redeem or exchange Shares (“Orders”) for Share transactions from Customers the Customer as described in Section II.F. 2(e) of this Agreement, Financial Intermediary shall be deemed to an independent contractor and shall have no authority to act as agent for JPMDS or the Funds. (vii) Financial Intermediary will not knowingly accept or act upon any instruction to purchase Shares from a Customer located outside the United States of America or for the account of any non-U.S. person.

Transactions in Shares. A. Financial Intermediary shall accept Customers’ instructions for transactions in Shares and transmit them to the Funds in accordance and in compliance with the terms and conditions of the applicable current prospectus (“Prospectus”) and Statement of Additional Information (“SAI” and together with the Prospectus, the “Registration Statement”), the applicable rules, regulations and requirements, and the operating procedures set forth on Exhibit C. B. 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 and SAI. JPMDS and the The Funds reserve the right to reject any purchase request in their sole discretion. C. Financial Intermediary B. Recordkeeper 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 Registration StatementProspectus and SAI. D. Financial Intermediary C. Recordkeeper 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 Registration Statement Prospectus and SAI requirements with respect to late trading, market timing and abusive trading practices; (ii) has determined that each of Financial IntermediaryRecordkeeper’s Agents (as defined below) that accept orders for Shares on the Fund’s behalf 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 Registration Statement 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 the Funds or its their designee to verify compliance with this Section II 2 and Section D of in Exhibit CB; 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 Registration Statement Prospectus and SAI and such other policies established by the Trust from time to time. E. D. The Financial Intermediary Recordkeeper agrees that neither the Funds, JPMDS Funds 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 Recordkeeper (i) to determine whether such request is genuine or authorized by a Customer Plan or (ii) to determine the suitability of a particular Fund or Class of Shares for such CustomerPlan or its Participants. The Funds, JPMDS Funds and their affiliates and agents will be entitled to rely conclusively on any purchase or redemption request communicated to the Funds by Financial IntermediaryRecordkeeper, and will have no liability whatsoever for any losses, claims or damages to or against Financial Intermediary Recordkeeper or any Customer Plan or Participant resulting from the failure of Financial Intermediary Recordkeeper to transmit any such request, or from any errors contained in any request. F. Financial Intermediary E. Recordkeeper confirms that it will be considered the Funds’ agent for the sole purpose of receiving purchase and redemption orders from Customers Plans and transmitting them to the FundsTransfer Agent. Financial Intermediary Recordkeeper may authorize such intermediaries as it deems appropriate (“Financial Intermediary Recordkeeper’s Agents”) to receive orders on the Funds’ behalf. Financial Intermediary Recordkeeper shall be liable to the Funds for each Financial Intermediary Recordkeeper’s Agent’s compliance with applicable regulations, requirements and this Section II 2. to the same extent as if Financial Intermediary Recordkeeper itself had acted or failed to act instead of the Financial Intermediary Recordkeeper’s Agent. G. F. The parties agree that in each transaction in Shares and in performing its with regard to any services under rendered pursuant to this Agreement: 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 Recordkeeper is acting as agent for the Customers and covenants and agrees to comply with all applicable terms and conditions of the Registration StatementPlans; (ii) the Customers Plans are for all purposes the customers of Financial IntermediaryRecordkeeper; (iii) each transaction is initiated solely upon the order of a Customersthe Plans; (iv) as between Financial Intermediary Recordkeeper and a CustomerPlan, the Customer Plan will have full beneficial ownership of all Shares; (v) each transaction shall be for the account of a Customer Plan and not for Financial IntermediaryRecordkeeper’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 to purchase, redeem or exchange Shares (“Orders”) for Share transactions from Customers the Plans as described in Section II.F. 2E of this Agreement, Financial Intermediary shall be deemed to an independent contractor and Recordkeeper shall have no authority to act as agent for JPMDS or the Funds.

Transactions in Shares. A. Financial Intermediary shall accept Customers’ instructions for transactions in Shares and transmit them to the Funds in accordance and in compliance with the terms and conditions of the applicable current prospectus (“Prospectus”a) and Statement of Additional Information (“SAI” and together with the Prospectus, the “Registration Statement”), the applicable rules, regulations and requirements, and the operating procedures set forth on Exhibit C. B. The Funds will execute all accepted orders for the purchase of any Shares shares of the Funds (“Shares”) at the next determined public offering price per share Share (i.e., the net asset value per share 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 shareShare, in each case as described in the Prospectus Funds’ then current prospectus and SAIstatement of additional information (“Prospectus”). JPMDS and the The Funds reserve the right to reject any purchase request in their sole discretion. C. (b) 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, 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 Registration StatementProspectus. D. (c) 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 Registration Statement Prospectus requirements with respect to late trading, market timing and abusive trading practices; (ii) has determined that each of Financial Intermediary’s Intermediary Agents (as defined below) that accept orders for Shares shares on the Fund’s behalf 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 Registration Statement Prospectus requirements with respect to late trading, market timing and abusive trading practices; (iii) upon request, will provide information and further certification to JPMDS the Funds or its their designee to verify compliance with this Section II and Section D of Exhibit C2; 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 Registration Statement Prospectus and such other policies established by the Trust from time to time. E. (d) The Financial Intermediary agrees that neither the Funds, JPMDS the Funds’ distributor 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 a the Customer or (ii) to determine the suitability of a particular Fund or Class class of Shares for such Customer. The Funds, JPMDS the Funds’ distributor 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. F. (e) Financial Intermediary confirms that it will be considered the Funds’ agent for the sole purpose of receiving purchase and redemption orders from Customers for the Omnibus Accounts and transmitting them to the Funds. Transfer Agent. (f) The Funds hereby acknowledge and agree that, at the expense of Financial Intermediary, Financial Intermediary may authorize such intermediaries appoint a third party as it deems appropriate its agent, including affiliates of Financial Intermediary (“Financial Intermediary AgentsAgent”) to receive orders on provide the Funds’ behalfservices hereunder, including, to the extent required hereunder, Customer-level recordkeeping, data processing, data entry, maintenance of records, client contact and client servicing, publication and assembly of reports, accounting, distribution administration, bookkeeping and tax reporting services, safekeeping, custody, brokerage and clearing agency services with respect to the Omnibus Accounts. Financial Intermediary shall be liable as fully responsible to the Funds for the acts and omissions of each Financial Intermediary Agent’s compliance with applicable regulations, requirements and this Section II to the same extent Agent as if Financial Intermediary itself had acted or failed to act instead of the Financial Intermediary Agentis for its own acts and omissions. G. (g) The parties agree that in each transaction in Shares and in performing its with regard to any services under rendered pursuant to this Agreement: 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 Customers and covenants and agrees to comply with all applicable terms and conditions of the Registration StatementCustomers; (ii) the Customers are for all purposes the customers of Financial Intermediary; (iii) each transaction is initiated solely upon the order of a the Customers; (iv) as between Financial Intermediary and a Customer, the Customer will have full beneficial ownership of all Shares; (v) each transaction shall be for the account of a 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 Customers the Customer as described in Section II.F. 2(e) of this Agreement, Financial Intermediary shall be deemed to an independent contractor and shall have no authority to act as agent for JPMDS or the Funds; and (vii) Financial Intermediary will not knowingly accept or act upon any instruction to purchase Shares from a Customer located outside the United States of America or for the account of any non-U.S. person.

Transactions in Shares. A. Financial Intermediary shall accept Customers’ instructions for transactions in Shares and transmit them to the Funds in accordance and in compliance with the terms and conditions of the applicable current prospectus (“Prospectus”) and Statement of Additional Information (“SAI” and together with the Prospectus, the “Registration Statement”), the applicable rules, regulations and requirements, and the operating procedures set forth on Exhibit C. B. 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 and SAI. JPMDS and the The Funds reserve the right to reject any purchase request in their sole discretion. C. Financial Intermediary B. Recordkeeper 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 Registration StatementProspectus and SAI. D. Financial Intermediary C. Recordkeeper 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 Registration Statement Prospectus and SAI requirements with respect to late trading, market timing and abusive trading practices; (ii) has determined that each of Financial IntermediaryRecordkeeper’s Agents (as defined below) that accept orders for Shares on the Fund’s behalf 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 Registration Statement 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 the Funds or its their designee to verify compliance with this Section II 2 and Section D of in Exhibit CB; 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 Registration Statement Prospectus and SAI and such other policies established by the Trust from time to time. E. D. The Financial Intermediary Recordkeeper agrees that neither the Funds, JPMDS Funds 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 by (i) to determine whether such request is genuine or authorized by a Customer Plan or (ii) to determine the suitability of a particular Fund or Class of Shares for such CustomerPlan or its Participants. The Funds, JPMDS Funds and their affiliates and agents will be entitled to rely conclusively on any purchase or redemption request communicated to the Funds by Financial IntermediaryRecordkeeper, and will have no liability whatsoever for any losses, claims or damages to or against Financial Intermediary Recordkeeper or any Customer Plan or Participant resulting from the failure of Financial Intermediary Recordkeeper to transmit any such request, or from any errors contained in any request. F. Financial Intermediary E. Recordkeeper confirms that it will be considered the Funds’ agent for the sole purpose of receiving purchase and redemption orders from Customers Plans and transmitting them to the FundsTransfer Agent. Financial Intermediary Recordkeeper may authorize such intermediaries as it deems appropriate (“Financial Intermediary Recordkeeper’s Agents”) to receive orders on the Funds’ behalf. Financial Intermediary Recordkeeper shall be liable to the Funds for each Financial Intermediary Recordkeeper’s Agent’s compliance with applicable regulations, requirements and this Section II 2. to the same extent as if Financial Intermediary Recordkeeper itself had acted or failed to act instead of the Financial Intermediary Recordkeeper’s Agent. G. F. The parties agree that in each transaction in Shares and in performing its with regard to any services under rendered pursuant to this Agreement: 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 Recordkeeper is acting as agent for the Customers and covenants and agrees to comply with all applicable terms and conditions of the Registration StatementPlans; (ii) the Customers Plans are for all purposes the customers of Financial IntermediaryRecordkeeper; (iii) each transaction is initiated solely upon the order of a Customersthe Plans; (iv) as between Financial Intermediary Recordkeeper and a CustomerPlan, the Customer Plan will have full beneficial ownership of all Shares; (v) each transaction shall be for the account of a Customer Plan and not for Financial IntermediaryRecordkeeper’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 to purchase, redeem or exchange Shares (“Orders”) for Share transactions from Customers the Plans as described in Section II.F. 2E of this Agreement, Financial Intermediary shall be deemed to an independent contractor and Recordkeeper shall have no authority to act as agent for JPMDS or the Funds.