Mutual Fund Group Sample Contracts

AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • December 20th, 2005 • Jp Morgan Mutual Fund Group/Ma
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FORM OF PROPOSED INVESTMENT ADVISORY AGREEMENT BETWEEN MUTUAL FUND GROUP AND THE CHASE MANHATTAN BANK
Investment Advisory Agreement • December 28th, 1995 • Mutual Fund Group • New York
WITNESSETH
Assignment and Assumption Agreement • June 24th, 2002 • Mutual Fund Group/Ma
FORM OF PROPOSED INVESTMENT SUBADVISORY AGREEMENT between THE CHASE MANHATTAN BANK and CHASE ASSET MANAGEMENT, INC.
Investment Sub-Advisory Agreement • December 28th, 1995 • Mutual Fund Group • New York
TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • April 29th, 2004 • Jp Morgan Mutual Fund Group/Ma

Closed CUSIPS - $150 per month through May of the following year B. ACCOUNT MAINTENANCE AND PROCESSING FEES Non-Institutional Non-Network Level 3 Open Accounts - $16.35 per account per year Non-Institutional Network Level 3 Open Accounts - $12.85 per account per year Institutional Open Accounts: Accounts in the range from 0 - 400: no charge, included in complex base fee Accounts in the range from 401 - 600: $1,160 per account per year Accounts in the range from 601 - 800: $930 per account per year Accounts in the range from 801 - 1,000: $700 per account per year Accounts in the range over 1,000: $580 per account per year

FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • December 28th, 1995 • Mutual Fund Group
FORM OF PROPOSED SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • December 28th, 1995 • Mutual Fund Group • Massachusetts
PURCHASE AGREEMENT
Purchase Agreement • April 20th, 2001 • Mutual Fund Group/Ma
JPMORGAN DISTRIBUTION SERVICES, INC. MUTUAL FUND SALES AGREEMENT
Mutual Fund Sales Agreement • April 30th, 2009 • Jp Morgan Mutual Fund Group/Ma • New York

This Agreement, is entered into between the financial institution executing this Agreement, (“Financial Intermediary”) and JPMorgan Distribution Services, Inc. (“JPMDS”) with respect to those series of each of the trusts and the corporation listed on Exhibit A hereto (each, a "Trust"; collectively, the “Trusts”); (each series referred to as a "Fund" and collectively as the “Funds”) for whose shares of beneficial interest ("Shares") JPMDS serves as Distributor and for whom JPMDS provides distribution services.

Appendix A Transfer Agency Agreement for JPMorgan Funds (Amended as of June 30, 2008)
Transfer Agency Agreement • June 27th, 2008 • Jp Morgan Mutual Fund Group/Ma

JPMorgan Strategic Income Opportunities Fund (effective upon the effectiveness of the Fund’s registration statement)

ONE GROUP MUTUAL FUNDS J.P. MORGAN MUTUAL FUND GROUP AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (Agreement) is made as of this 22nd day of November, 2004, by and between One Group Mutual Funds, a Massachusetts...
Agreement and Plan of Reorganization • April 29th, 2005 • Jp Morgan Mutual Fund Group/Ma

THIS AGREEMENT AND PLAN OF REORGANIZATION (Agreement) is made as of this 22nd day of November, 2004, by and between One Group Mutual Funds, a Massachusetts business trust (OGMF), with its principal place of business at 1111 Polaris Parkway, Suite B-2, Columbus, Ohio 43271, on behalf of its series, One Group Government Bond Fund (Acquiring Fund), and J.P. Morgan Mutual Fund Group, a Massachusetts business trust (Acquired Fund Company), with its principal place of business at 522 Fifth Avenue, New York, New York 10036, on behalf of its series, JPMorgan U.S. Treasury Income Fund (Acquired Fund). WHEREAS, each of the Acquired Fund and the Acquiring Fund is a series of an open-end, investment company of the management type registered pursuant to the Investment Company Act of 1940 (1940 Act); WHEREAS, this Agreement is intended to be and is adopted as a plan of reorganization and liquidation within the meaning of Section 368(a)(1) of the United States Internal Revenue Code of 1986, as amende

AMENDMENT TO GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT BETWEEN EACH OF THE ENTITIES LISTED ON SCHEDULE A AND JPMORGAN CHASE BANK, N.A.
Global Custody and Fund Accounting Agreement • June 27th, 2008 • Jp Morgan Mutual Fund Group/Ma • New York

WHEREAS, the parties have previously entered into that certain Global Custody and Fund Accounting Agreement referred to above (the "Agreement"). The parties have now agreed to amend the Agreement pursuant to this Amendment (the “Amendment”). Unless otherwise defined in this Amendment, capitalized terms used in this Amendment shall have the meanings specified in the Agreement.

Appendix A Transfer Agency Agreement for JPMorgan Funds (Amended as of June 14, 2007)
Transfer Agency Agreement • June 27th, 2007 • Jp Morgan Mutual Fund Group/Ma
JPMORGAN DISTRIBUTION SERVICES, INC. SERVICE AGREEMENT Shareholder Servicing
Service Agreement • April 30th, 2009 • Jp Morgan Mutual Fund Group/Ma • Ohio

This Agreement is entered into between the financial institution executing this Agreement (“Financial Intermediary”) and JPMorgan Distribution Services, Inc. (“JPMDS”).

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AMENDMENT TO THE GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT (dated June 1, 2009)
Global Custody and Fund Accounting Agreement • April 23rd, 2010 • Jp Morgan Mutual Fund Group/Ma • New York

This amendment is an amendment to the Global Custody and Fund Accounting Agreement dated February 18, 2005 by and among JPMorgan Chase Bank, N.A. (“Bank”) and each of the entities listed on Schedule A thereto (the “Agreement”) The amendment is effective as of June 1, 2009. For the purpose of this amendment, each Fund is a separate “Customer.”

JPMORGAN DISTRIBUTION SERVICES, INC. SERVICE AGREEMENT Shareholder Servicing
Service Agreement • June 29th, 2010 • Jp Morgan Mutual Fund Group/Ma • New York

This Agreement is entered into between the financial institution executing this Agreement (“Financial Intermediary”) and JPMorgan Distribution Services, Inc. (“JPMDS”).

SUB TRANSFER AGENCY AGREEMENT
Sub Transfer Agency Agreement • April 30th, 2009 • Jp Morgan Mutual Fund Group/Ma • New York

AGREEMENT made by and between the institution executing this Agreement (“Recordkeeper”) and the investment companies executing this Agreement (each a “Trust” and collectively the “Trusts”) on behalf of themselves and each of their series or classes of shares (each a “Fund”, collectively, the “Funds”).

Appendix A Transfer Agency Agreement for JPMorgan Funds (Amended as of November 16, 2006)
Transfer Agency Agreement • December 20th, 2006 • Jp Morgan Mutual Fund Group/Ma

JPMorgan Trust I JPMorgan Trust II Undiscovered Managers Funds J.P. Morgan Mutual Fund Group J.P. Morgan Fleming Mutual Fund Group, Inc. J.P. Morgan Mutual Fund Investment Trust UM Investment Trust J.P. Morgan Series Trust II J.P. Morgan Fleming Series Trust JPMorgan Institutional Trust JPMorgan Insurance Trust By an Authorized Officer on behalf of each of the Funds indicated on this Appendix A

FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • February 28th, 2003 • Mutual Fund Group/Ma
JPMORGAN DISTRIBUTION SERVICES, INC. BILATERAL NETWORKING AGREEMENT
Bilateral Networking Agreement • April 30th, 2009 • Jp Morgan Mutual Fund Group/Ma • New York

Bilateral Networking Agreement made by and among the open-end, management investment companies listed on Schedule A (each a “Trust” or a “Corporation” and collectively, the “Trusts”), on behalf of themselves and each of their series or classes of shares (each a “Fund”, collectively, the “Funds”), JPMorgan Distribution Services, Inc. (“JPMDS”), the distributor of the shares of each Fund, and the financial institution executing this Agreement (“Financial Intermediary”).

FORM OF SHAREHOLDER SERVICING AGREEMENT FOR MFG, MFT, MFSG, MFST AND MFIT
Shareholder Servicing Agreement • April 29th, 2004 • Jp Morgan Mutual Fund Group/Ma • Massachusetts
AMENDMENT TO GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT
Global Custody and Fund Accounting Agreement • June 27th, 2008 • Jp Morgan Mutual Fund Group/Ma

THIS AMENDMENT is made as of September 1, 2007, by and between JPMorgan Chase Bank, N.A. and the entities who are currently parties to the Global Custody and Fund Accounting Agreement, in place for the investment companies in the JPMorgan fund complex (as listed below) (the “Agreement”).

SUB TRANSFER AGENCY AGREEMENT
Sub Transfer Agency Agreement • June 29th, 2010 • Jp Morgan Mutual Fund Group/Ma • New York

AGREEMENT made by and between the institution executing this Agreement ("Recordkeeper") and the investment companies executing this Agreement (each a “Trust” and collectively the “Trusts”) on behalf of themselves and each of their series or classes of shares (each a “Fund”, collectively, the “Funds”).

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