SHAREHOLDER SERVICING AGREEMENT
THIS AGREEMENT, dated as of _________ ___, 2001, by and between MUTUAL
FUND SELECT GROUP, a business trust organized under the laws of the
Commonwealth of Massachusetts (the "Trust"), and JPMORGAN CHASE BANK, a New
York bank ("Service Organization").
W I T N E S S E T H:
WHEREAS, the Trust is a diversified open?end investment management
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, transactions in shares of the Trust ("Shares") may be made by
investors who are using the services of a financial institution or
broker-dealer which is acting as shareholder servicing agent pursuant to an
agreement with the Trust or its distributor; and
WHEREAS, Service Organization wishes to act as the shareholder servicing
agent for its customers and for other investors in the Trust who are
customers of an Eligible Institution as contemplated by the currently
effective prospectus of the respective Series of the Trust (the "Customers")
in performing certain administrative functions in connection with purchases
and redemptions of Shares from time to time upon the order and for the
account of Customers and to provide related services to Customers in
connection with their investments in the Trust; and
WHEREAS, it is in the interest of the Trust to make the shareholder
services of Service Organization available to Customers who are or may become
shareholders of the Trust; and
NOW, THEREFORE, the Trust and Service Organization hereby agree as
follows:
1. APPOINTMENT. Service Organization hereby agrees to perform certain
shareholder services as agent for Customers with respect to each Fund (as
defined in the next sentence) as hereinafter set forth. As used herein, a
"Fund" means the assets and liabilities of the Trust attributable to any
series of Shares as may be created from time to time by the Trustees of the
Trust and to which the Trust and Service Organization agree this Agreement
shall apply. The Trust may enter into other shareholder servicing or similar
agreement, in writing, with other financial institutions.
2. SERVICES TO BE PERFORMED.
2.1. SHAREHOLDER SERVICES. Service Organization shall be responsible
for performing shareholder account administrative and servicing functions,
which shall include without limitation:
(a) answering Customer inquiries regarding account status and history,
the manner in which purchases and redemptions of the Shares may be effected,
and certain other matters pertaining to the Trust; (b) assisting Customers in
designating and changing dividend options, account designations and
addresses; (c) providing necessary personnel and facilities to coordinate the
establishment and maintenance of shareholder accounts and records with the
Trust's transfer agent; (d) receiving Customers' purchase and redemption
orders on behalf of, and transmitting such orders to the Trust's transfer
agent; (e) arranging for the wiring or other transfer of funds to and from
Customer accounts in connection with Customer orders to purchase or redeem
Shares; (f) verifying purchase and redemption orders, transfers among and
changes in Customer?designated accounts; (g) informing the distributor of the
Trust of the gross amount of purchase and redemption orders for Shares; (h)
monitoring the activities of the Trust's transfer agent related to Customers'
accounts, and to statements, confirmations or other reports furnished to
Customers by the Trust's transfer agent; and (i) providing such other related
services as the Trust or a Customer may reasonably request, to the extent
permitted by applicable law. Service Organization shall provide all
personnel and facilities necessary in order for it to perform the functions
contemplated by this paragraph with respect to Customers.
2.2 STANDARD OF SERVICES. All services to be rendered by Service
Organization hereunder shall be performed in a professional, competent and
timely manner subject to the supervision of the Trustees of the Trust. The
details of the operating standards and procedures to be followed by Service
Organization in the performance of the services described above shall be
determined from time to time by agreement between Service Organization and
the Trust.
3. FEES. As full compensation for the services described in Section 2
hereof and expenses incurred by Service Organization, the Trust shall pay
Service Organization a fee at an annual rate of the daily net asset values of
each Fund's shares owned by or for Customers and attributable to the Trust as
set forth on Schedule A attached hereto. This fee will be computed daily and
will be payable as agreed by the Trust and Service Organization, but no more
frequently than monthly
4. INFORMATION PERTAINING TO THE SHARES; ETC. Service Organization and
its officers, employees and agents are not authorized to make any
representations concerning the Trust or the Shares except to communicate to
Customers accurately factual information contained in the Fund's Prospectus
and Statement of Additional Information and objective historical performance
information. Service Organization shall act as agent for Customers only in
furnishing information regarding the Trust or the Shares and shall have no
authority to act as agent for the Trust in its capacity as shareholder
servicing agent hereunder.
During the term of this Agreement, the Trust agrees to furnish Service
Organization all prospectuses, statements of additional information, proxy
statements, reports to shareholders, sales literature, or other material the
Trust will distribute to shareholders of
each Fund or the public, which refer in any way to Service Organization, and
Service Organization agrees to furnish the Trust all material prepared for
Customers, in each case prior to use thereof, and not to use such material if
the other party reasonably objects in writing within five business days (or
such other time as may be mutually agreed in writing) after receipt thereof.
In the event of termination of this Agreement, the Trust will continue to
furnish to Service Organization copies of any of the above?mentioned
materials which refer in any way to Service Organization. The Trust shall
furnish or otherwise make available to Service Organization such other
information relating to the business affairs of the Trust as Service
Organization at any time, or from time to time, reasonably requests in order
to discharge its obligations hereunder.
Nothing in this Section 4 shall be construed to make the Trust liable
for the use of any information about the Trust which is disseminated by
Service Organization.
5. USE OF SERVICE ORGANIZATION'S NAME. The Trust shall not use the
name of Service Organization in any prospectus, sales literature or other
material relating to the Trust in a manner not approved by Service
Organization prior thereto in writing; PROVIDED, HOWEVER, that the approval
of Service Organization shall not be required for any use of its name which
merely refers in accurate and factual terms to its appointment hereunder or
as investment advisor to the Trust or which is required by the Securities and
Exchange Commission or any state securities authority or any other
appropriate regulatory, governmental or judicial authority; PROVIDED,
FURTHER, that in no event shall such approval be unreasonably withheld or
delayed.
6. USE OF THE TRUST'S NAME. Service Organization shall not use the
name of the Trust or Fund on any checks, bank drafts, bank statements or
forms for other than internal use in a manner not approved by the Trust prior
thereto in writing; PROVIDED, HOWEVER, that the approval of the Trust shall
not be required for the use of the Trust's name in connection with
communications permitted by Sections 2 and 4 hereof or for any use of the
Trust's name which merely refers in accurate and factual terms to Service
Organization's role hereunder or as investment advisor to the Trust or which
is required by the Securities and Exchange Commission or any state securities
authority or any other appropriate regulatory, governmental or judicial
authority; PROVIDED, FURTHER, that in no event shall such approval be
unreasonably withheld or delayed.
7. SECURITY. Service Organization represents and warrants that the
various procedures and systems which it has implemented with regard to
safeguarding from loss or damage attributable to fire, theft or any other
cause any Trust records and other data and Service Organization's records,
data, equipment, facilities and other property used in the performance of its
obligations hereunder are adequate and that it will make such changes therein
from time to time as in its judgment are required for the secure performance
of its obligations hereunder. The parties shall review such systems and
procedures on a periodic basis, and the Trust shall from time to time specify
the types of records and other data of the
Trust to be safeguarded in accordance with this Section 7.
8. COMPLIANCE WITH LAWS; ETC. Service Organization shall comply with
all applicable federal and state laws and regulations. Service Organization
represents and warrants to the Trust that the performance of all its
obligations hereunder will comply with all applicable laws and regulations,
the provisions of its charter documents and by?laws and all material
contractual obligations binding upon Service Organization. Service
Organization furthermore undertakes that it will promptly inform the Trust of
any change in applicable laws or regulations (or interpretations thereof)
which would prevent or impair full performance of any of its obligations
hereunder.
9. FORCE MAJEURE. Service Organization shall not be liable or
responsible for delays or errors by reason of circumstances beyond its
control, including, but not limited to, acts of civil or military authority,
national emergencies, labor difficulties, fire, mechanical breakdown, flood
or catastrophe, Acts of God, insurrection, war, riots or failure of
communication or power supply.
10. INDEMNIFICATION.
10.1. INDEMNIFICATION OF SERVICE ORGANIZATION. The Trust will
indemnify and hold Service Organization harmless, from all losses, claims,
damages, liabilities or expenses (including reasonable fees and disbursements
of counsel) from any claim, demand, action or suit (collectively, "Claims")
(a) arising in connection with misstatements or omissions in each Fund's
Prospectus, actions or inactions by the Trust or any of its agents or
contractors or the performance of Service Organization's obligations
hereunder and (b) not resulting from the willful misfeasance, bad faith, or
gross negligence of Service Organization, its officers, employees or agents,
in the performance of Service Organization's duties or from reckless
disregard by Service Organization, its officers, employees or agents of
Service Organization's obligations and duties under this Agreement.
Notwithstanding anything herein to the contrary, the Trust will indemnify and
hold Service Organization harmless from any and all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and expenses)
resulting from any Claim as a result of Service Organization's acting in
accordance with any written instructions reasonably believed by Service
Organization to have been executed by any person duly authorized by the
Trust, or as a result of acting in reliance upon any instrument or stock
certificate reasonably believed by Service Organization to have been genuine
and signed, countersigned or executed by a person duly authorized by the
Trust, excepting only the gross negligence or bad faith of Service
Organization.
In any case in which the Trust may be asked to indemnify or hold Service
Organization harmless, the Trust shall be advised of all pertinent facts
concerning the situation in question and Service Organization shall use
reasonable care to identify and notify the Trust promptly concerning any
situation which presents or appears likely to present a claim for
indemnification against the Trust. The Trust shall have the option to
defend Service Organization against any Claim which may be the subject of
indemnification under this Section 10.1. In the event that the Trust elects
to defend against such Claim, the defense shall be conducted by counsel
chosen by the Trust and reasonably satisfactory to Service Organization.
Service Organization may retain additional counsel at its expense. Except
with the prior written consent of the Trust, Service Organization shall not
confess any Claim or make any compromise in any case in which the Trust will
be asked to indemnify Service Organization.
10.2. INDEMNIFICATION OF THE TRUST. Without limiting the rights of the
Trust under applicable law, Service Organization will indemnify and hold the
Trust harmless from all losses, claims, damages, liabilities or expenses
(including reasonable fees and disbursements of counsel) from any Claim (a)
resulting from the willful misfeasance, bad faith or gross negligence of
Service Organization, its officers, employees, or agents, in the performance
of Service Organization's duties or from reckless disregard by Service
Organization, its officers, employees or agents of Service Organization's
obligations and duties under this Agreement, and (b) not resulting from
Service Organization's actions in accordance with written instructions
reasonably believed by Service Organization to have been executed by any
person duly authorized by the Trust, or in reliance upon any instrument or
stock certificate reasonably believed by Service Organization to have been
genuine and signed, countersigned or executed by a person authorized by the
Trust.
In any case in which Service Organization may be asked to indemnify or
hold the Trust harmless, Service Organization shall be advised of all
pertinent facts concerning the situation in question and the Trust shall use
reasonable care to identify and notify Service Organization promptly
concerning any situation which presents or appears likely to present a claim
for indemnification against Service Organization. Service Organization shall
have the option to defend the Trust against any Claim which may be the
subject of indemnification under this Section 10.2. In the event that
Service Organization elects to defend against such Claim, the defense shall
be conducted by counsel chosen by Service Organization and reasonably
satisfactory to the Trust. The Trust may retain additional counsel at its
expense. Except with the prior written consent of Service Organization, the
Trust shall not confess any Claim or make any compromise in any case in which
Service Organization will be asked to indemnify the Trust.
10.3. SURVIVAL OF INDEMNITIES. The indemnities granted by the parties
in this Section 10 shall survive the termination of this Agreement.
11. INSURANCE. Service Organization shall maintain reasonable
insurance coverage against any and all liabilities which may arise in
connection with the performance of its duties hereunder.
12. FURTHER ASSURANCES. Each party agrees to perform such further acts
and execute further documents as are necessary to effectuate the purposes
hereof.
13. TERMINATION. This Agreement shall continue in effect for a period
of one year and may thereafter be renewed by the Trustees of the Trust;
PROVIDED, HOWEVER, that this Agreement may be terminated by the Trust at any
time without the payment of any penalty, by the Trustees of the Trust or by
vote of a majority of the outstanding voting securities (as defined in the
0000 Xxx) of the Trust, upon not less than six (6) months' written notice to
Service Organization or by Service Organization at any time, without the
payment of any penalty, on not less than ninety (90) days' written notice to
the Trust. This Agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act).
14. SUBCONTRACTING BY SERVICE ORGANIZATION. Service Organization may
subcontract for the performance of its obligations hereunder with any one or
more persons, including but not limited to any one or more persons which is
an affiliate of Service Organization; PROVIDED HOWEVER, unless the Trust
otherwise expressly agrees in writing, Service Organization shall be as fully
responsible to the Trust for the acts and omissions of any subcontractor as
it would be for its own acts or omissions.
15. Nothing in this Agreement shall limit or restrict the right of
Service Organization to engage in any other business or to render services of
any kind to any other corporation, firm, individual or association.
16. CHANGES; AMENDMENTS. This Agreement may be amended only by mutual
written consent.
17. NOTICES. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed
by registered mail, postage prepaid, (1) to Service Organization at 000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or (2) to the Trust at 000 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, or at such other address as either party may
designate by notice to the other party.
18. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first
written.
MUTUAL FUND SELECT GROUP
By:
---------------------
Name: Xxxxxx Xxxxxxxx
Title:
JPMORGAN CHASE BANK
By:
----------------------
Name: Xxxxx Xxxxxxxx
Title:
SCHEDULE A
MUTUAL FUND SELECT GROUP
SCHEDULE OF SHAREHOLDER SERVICING FEES
FUND FEE %
---- -----
CLASS A CLASS B SELECT
------- ------- ------
JPMorgan Bond Fund II 0.25 0.25 0.25
JPMorgan Intermediate Bond Fund 0.25 -- 0.25
JPMorgan Select Balanced Fund -- -- 0.25
JPMorgan Select Equity Income Fund -- -- 0.25
JPMorgan Select International Equity Fund 0.25 0.25 0.25
JPMorgan Select Large Cap Equity Fund -- -- 0.25
JPMorgan Select Large Cap Growth Fund -- -- 0.25
JPMorgan Select Mid Cap Equity Fund -- -- 0.25
JPMorgan Select Small Cap Equity Fund --- -- 0.25
