AMENDMENT To Transfer Agency Agreement between JP Morgan Funds and Boston Financial Data Services, Inc.
AMENDMENT
To Transfer Agency Agreement
between
XX Xxxxxx Funds and Boston Financial Data Services, Inc.
This Amendment is made as of this 31st day of January 2007 in accordance with Section 27 D of the Transfer Agency Agreement dated February 19, 2005 between each of the entities listed on Exhibit A (“XX Xxxxxx”) and Boston Financial Data Services, Inc. (“Boston Financial”) (the “Agreement”). The parties desire to amend the Agreement as set forth herein.
WHEREAS, the parties hereto wish to amend the Agreement to reflect the addition of JPMorgan Cash Plus Fund LLC as a Trust under the Agreement.
NOW, THEREFORE, in consideration of the mutual premises and covenants herein set forth, the parties agree as follows:
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1. |
Capitalized terms not otherwise defined herein shall have the same meaning as are set forth in the Agreement. |
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2. |
Because the JPMorgan Cash Plus Fund LLC is not required to be to be registered as an investment company under the Investment Company Act of 1940, the representation in 3.B of the Agreement is not applicable to it. |
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3. |
The current Appendix A dated August 10, 2006 is hereby replaced and superseded with the Appendix A dated January 31, 2007. |
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4. |
The current Exhibit A Fee Schedule dated Fund Merger – August 31, 2009 is hereby replaced and superseded with the Exhibit A dated January 31, 2007 – August 31, 2009. |
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5. |
This Amendment shall inure to the benefit of and is binding upon the parties hereto and their respective successors and permitted assigns. |
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6. |
This Amendment may be executed in one or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. |
SIGNATURES TO FOLLOW ON NEXT PAGE
AMENDMENT
(continued)
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized officers as of the day and year first above written.
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BOSTON FINANCIAL DATA SERVICES, INC. |
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JPMORGAN TRUST I |
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JPMORGAN TRUST II |
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UNDISCOVERED MANAGERS FUNDS |
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X.X. XXXXXX MUTUAL FUND GROUP |
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X.X. XXXXXX XXXXXXX MUTUAL FUND GROUP, INC. |
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X.X. XXXXXX MUTUAL FUND INVESTMENT TRUST |
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UM INVESTMENT TRUST |
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X.X. XXXXXX SERIES TRUST II |
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X.X. XXXXXX XXXXXXX SERIES TRUST |
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JPMORGAN INSTITUTIONAL TRUST |
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JPMORGAN INSURANCE TRUST |
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JPMORGAN CASH PLUS FUND LLC |
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By: /s/ Xxxxx X. Xxxxx |
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By: /s/ Xxxxx X. Xxxxxx |
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Name: Xxxxx X. Xxxxx |
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Name: Xxxxx X. Xxxxxx |
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Title: Vice President |
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Title: Assistant Treasurer |
APPENDIX A
January 31, 2007
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JPMorgan Trust I |
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JPMorgan Emerging Markets Debt Fund |
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JPMorgan Bond Fund |
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JPMorgan Strategic Income Fund |
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JPMorgan Short Term Bond Fund |
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JPMorgan Enhanced Income Fund |
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JPMorgan California Tax Free Bond Fund |
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JPMorgan Intermediate Tax Free Bond Fund |
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JPMorgan New York Tax Free Bond Fund |
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JPMorgan Tax Aware Short-Intermediate Income Fund |
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JPMorgan Tax Aware Disciplined Equity Fund |
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JPMorgan Tax Aware Enhanced Income Fund |
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JPMorgan Tax Aware U.S. Equity Fund |
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JPMorgan Tax Aware Large Cap Growth Fund |
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JPMorgan Equity Income II Fund |
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JPMorgan Intrepid International Fund |
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JPMorgan Market Neutral Fund |
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JPMorgan Emerging Markets Equity Fund |
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JPMorgan International Opportunities Fund |
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JPMorgan International Value Fund |
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JPMorgan Asia Equity Fund |
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JPMorgan Intrepid European Fund |
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JPMorgan International Growth Fund |
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JPMorgan International Small Cap Equity Fund |
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JPMorgan Japan Fund |
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JPMorgan International Equity Fund |
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JPMorgan Disciplined Equity Fund |
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JPMorgan Diversified Fund |
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JPMorgan U.S. Equity Fund |
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JPMorgan U.S. Small Company Fund |
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JPMorgan Capital Growth Fund |
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JPMorgan Dynamic Small Cap Fund |
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JPMorgan Growth and Income Fund |
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JPMorgan Mid Cap Equity Fund |
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JPMorgan Small Cap Core Fund |
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JPMorgan Small Cap Equity Fund |
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JPMorgan Value Advantage Fund |
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JPMorgan Intrepid America Fund |
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JPMorgan Intrepid Growth Fund |
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JPMorgan Intrepid Multi Cap Fund |
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JPMorgan Intrepid Value Fund |
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JPMorgan 100% U.S. Treasury Securities Money Market Fund |
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JPMorgan California Municipal Money Market Fund |
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JPMorgan Federal Money Market Fund |
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JPMorgan New York Municipal Money Market Fund |
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JPMorgan Prime Money Market Fund |
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JPMorgan Tax Free Money Market Fund |
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JPMorgan Tax Aware Core Equity Fund |
APPENDIX A
January 31, 2007
(continued)
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JPMorgan Tax Aware Diversified Equity Fund |
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JPMorgan Tax Aware International Fund |
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JPMorgan Tax Aware Real Return Fund |
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JPMorgan Real Return Fund |
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JPMorgan U.S. Large Cap Core Plus Fund |
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JPMorgan Micro Cap Fund |
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Highbridge Statistical Market Neutral Fund |
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JPMorgan Intrepid Long/Short Fund |
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JPMorgan Strategic Small Cap Value Fund |
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JPMorgan SmartRetirement Income Fund |
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JPMorgan SmartRetirement 2010 Fund |
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JPMorgan SmartRetirement 2015 Fund |
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JPMorgan SmartRetirement 2020 Fund |
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JPMorgan SmartRetirement 2030 Fund |
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JPMorgan SmartRetirement 2040 Fund |
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JPMorgan International Realty Fund |
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JPMorgan China Region Fund |
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JPMorgan Global Focus Fund |
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JPMorgan Global Strategic Appreciation Fund |
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JPMorgan Global Strategic Preservation Fund |
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JPMorgan India Fund |
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JPMorgan International Currency Income Fund |
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JPMorgan Latin America Fund |
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JPMorgan Russia Fund |
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JPMorgan Tax Aware Real Return SMA Fund |
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JPMorgan World Income Builder Fund |
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Undiscovered Managers Funds |
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Undiscovered Managers Behavioral Growth Fund |
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Undiscovered Managers Behavioral Value Fund |
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JPMorgan Realty Income Fund |
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Undiscovered Managers Small Cap Growth Fund |
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X.X. Xxxxxx Mutual Fund Group |
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JPMorgan Short Term Bond Fund II |
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X.X. Xxxxxx Xxxxxxx Mutual Fund Group, Inc. |
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JPMorgan Mid Cap Value Fund |
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X.X. Xxxxxx Mutual Fund Investment Trust |
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JPMorgan Growth Advantage Fund |
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UM Investment Trust |
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Undiscovered Managers Multi-Strategy Fund |
APPENDIX A
January 31, 2007
(continued)
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X.X. Xxxxxx Series Trust II |
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JPMorgan Bond Portfolio |
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JPMorgan International Equity Portfolio |
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JPMorgan Mid Cap Value Portfolio |
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JPMorgan Small Company Portfolio |
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JPMorgan U.S. Large Cap Core Equity Portfolio |
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X.X. Xxxxxx Xxxxxxx Series Trust |
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JPMorgan Multi-Manager Small Cap Growth Fund |
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JPMorgan Multi-Manager Small Cap Value Fund |
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JPMorgan Institutional Trust |
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JPMorgan Ultra Short-Term Bond Trust |
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JPMorgan Short-Term Bond Trust |
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JPMorgan Intermediate Bond Trust |
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JPMorgan Core Bond Trust |
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JPMorgan Equity Index Trust |
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JPMorgan Trust II |
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JPMorgan Small Cap Growth Fund |
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JPMorgan Small Cap Value Fund |
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JPMorgan Diversified Mid Cap Growth Fund |
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JPMorgan Diversified Mid Cap Value Fund |
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JPMorgan Intrepid Mid Cap Fund |
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JPMorgan Large Cap Growth Fund |
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JPMorgan Large Cap Value Fund |
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JPMorgan Equity Income Fund |
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JPMorgan Equity Index Fund |
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JPMorgan Market Expansion Index Fund |
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JPMorgan International Equity Index Fund |
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JPMorgan Multi-Cap Market Neutral Fund |
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JPMorgan U.S. Real Estate Fund |
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JPMorgan Investor Growth Fund |
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JPMorgan Investor Growth & Income Fund |
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JPMorgan Investor Balanced Fund |
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JPMorgan Investor Conservative Growth Fund |
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JPMorgan Short Duration Bond Fund |
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JPMorgan Ultra Short Duration Bond Fund |
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JPMorgan Intermediate Bond Fund |
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JPMorgan Core Bond Fund |
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JPMorgan Core Plus Bond Fund |
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JPMorgan Government Bond Fund |
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JPMorgan Treasury & Agency Fund |
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JPMorgan High Yield Bond Fund |
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JPMorgan Mortgage-Backed Securities Fund |
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JPMorgan Short Term Municipal Bond Fund |
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JPMorgan Tax Free Bond Fund |
APPENDIX A
January 31, 2007
(continued)
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JPMorgan Municipal Income Fund |
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JPMorgan Arizona Municipal Bond Fund |
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JPMorgan Kentucky Municipal Bond Fund |
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JPMorgan Louisiana Municipal Bond Fund |
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JPMorgan Michigan Municipal Bond Fund |
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JPMorgan Ohio Municipal Bond Fund |
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JPMorgan West Virginia Municipal Bond Fund |
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JPMorgan Liquid Assets Money Market Fund |
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JPMorgan U.S. Government Money Market Fund |
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JPMorgan U.S. Treasury Plus Money Market Fund |
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JPMorgan Municipal Money Market Fund |
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JPMorgan Michigan Municipal Money Market Fund |
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JPMorgan Ohio Municipal Money Market Fund |
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JPMorgan Insurance Trust |
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JPMorgan Insurance Trust Balanced Portfolio |
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JPMorgan Insurance Trust Core Bond Portfolio |
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JPMorgan Insurance Trust Diversified Equity Portfolio |
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JPMorgan Insurance Trust Diversified Mid Cap Growth Portfolio |
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JPMorgan Insurance Trust Diversified Mid Cap Value Portfolio |
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JPMorgan Insurance Trust Equity Index Portfolio |
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JPMorgan Insurance Trust Government Bond Portfolio |
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JPMorgan Insurance Trust International Equity Portfolio |
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JPMorgan Insurance Trust Intrepid Mid Cap Portfolio |
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JPMorgan Insurance Trust Large Cap Growth Portfolio |
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JPMorgan Insurance Trust Large Cap Value Portfolio |
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JPMorgan Insurance Trust Small Cap Equity Portfolio |
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JPMorgan Cash Plus Fund LLC |
SIGNATURES TO FOLLOW ON NEXT PAGE
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BOSTON FINANCIAL DATA SERVICES, INC. |
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JPMORGAN TRUST I |
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JPMORGAN TRUST II |
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UNDISCOVERED MANAGERS FUNDS |
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X.X. XXXXXX MUTUAL FUND GROUP |
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X.X. XXXXXX XXXXXXX MUTUAL FUND GROUP, INC. |
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X.X. XXXXXX MUTUAL FUND INVESTMENT TRUST |
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UM INVESTMENT TRUST |
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X.X. XXXXXX SERIES TRUST II |
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X.X. XXXXXX XXXXXXX SERIES TRUST |
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JPMORGAN INSTITUTIONAL TRUST |
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JPMORGAN INSURANCE TRUST |
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JPMORGAN CASH PLUS FUND LLC |
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By: /s/ Xxxxx X. Xxxxx |
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By: /s/ Xxxxx X. Xxxxxx |
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Name: Xxxxx X. Xxxxx |
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Name: Xxxxx X. Xxxxxx |
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Title: Vice President |
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Title: Assistant Treasurer |
EXHIBIT A
BOSTON FINANCIAL DATA SERVICES
FEE SCHEDULE
X.X. XXXXXX FUNDS
PAGE 1 OF 4
Effective: January 31, 2007 – August 31, 2009
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I. |
TRANSFER AGENCY |
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A. |
Base Fees: |
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Base Fee Per CUSIP (across the Fund Sponsor): |
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CUSIPS (including ACI) $3,335 per CUSIP per year |
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Closed CUSIPS - $150 per month through May of the following year |
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CUSIPS Base Fee for JPMorgan Cash Plus Fund: $15,000 per CUSIP per year |
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B. |
Account Maintenance and Processing Fees |
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Non-Institutional Non-Network Level 3 & 1 Open Accounts - $19.07 per account per year |
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Non-Institutional Network Level 3 Open Accounts - $8.07 per account per year |
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Non-Institutional Network Level 1 Open Accounts - $8.07 per account per year |
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Institutional Open Accounts: |
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Accounts in the range from 0 - 400: |
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no charge, included in complex base fee |
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Accounts in the range from 401 - 600: |
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$1,160 per account per year |
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Accounts in the range from 601 - 800: |
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$930 per account per year |
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Accounts in the range from 801 - 1,000: |
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$700 per account per year |
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Accounts in the range over 1,000: |
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$580 per account per year |
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Closed Accounts - $2.09 per closed account per year |
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Non-Institutional Omnibus Transactions - $1.00 per transaction |
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-Includes all transactions processed in accounts within social code 009,902,960 |
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Institutional and Intermediary Phone Calls (Inbound & Outbound) - $2.60 per call |
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C. |
Optional Services* |
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Investor - $1.80 per investor ID |
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AML/CIP - $0.23 per open account per year |
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Universal Dealer - $150,000 per year – Includes conversion to Universal Rep for combined fund family |
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Same Day Cash Management Projected Cash - $18,000 per year. |
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* Fees designated with an asterisk will be allocated between the JPMorgan Funds and the JPMorgan Value Opportunities Fund. |
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EXHIBIT
A
BOSTON FINANCIAL DATA SERVICES
FEE SCHEDULE
JPMORGAN FUNDS
PAGE 2 OF 4
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D. |
Alternative Investment Funds: (Multi Strategy Fund, Spinnaker Fund) |
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Annual CUSIP: |
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S/T investment vehicle - $5,000 per fund per year |
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Investment Fund - $15,000 per fund per year |
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Manual Transactions: |
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S/T Investment Vehicle – N/A |
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Investment Fund- $5.00 per transaction |
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Phone Calls: |
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S/T Investment Vehicle – $2.60 per call |
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Investment Fund - $2.60 per call |
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Certificate Processing Fee: |
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S/T Investment Vehicle – N/A |
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Investment Fund - $5.50 per Certificate |
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Financial Intermediary Interface:* |
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Automated: |
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First four funds - $19,780 per intermediary per year |
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Each additional fund - $3,490 per year |
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Manual/Partially Automated: |
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First four funds - $39,570 per intermediary per year |
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Each additional fund - $6,980 per year |
Programming Rates (rates not subject to usual Boston Financial annual increases provided the existing six dedicated COBOL resources and the existing five dedicated Client Services resources are maintained during the term of this agreement; additional resources would be priced at Boston Financial’s standard rate at the time of the addition). Boston Financial would require a 30-day notification for a reduction of programming support and a 60-day notification to increase the programming support.
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COBOL Programmer: |
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Dedicated Resources |
$140,400 per year each* |
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Additional COBOL Programmers: |
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Dedicated Resources |
$150,000 per year each* |
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Client Services: |
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Dedicated Resources |
$100,000 per year each* |
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Business Analyst/Tester: |
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On-Request |
$125.00 per hour * |
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Technical Programmer: |
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On-Request |
$160.00 per hour* |
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Insight Technical Support $60,000 per year (across the Fund Sponsor)* |
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TRAC-2000 – under separate schedule |
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*Fees designated with an asterisk will be allocated between the JPMorgan Funds and the JPMorgan Value Opportunities Fund. |
EXHIBIT A
BOSTON FINANCIAL DATA SERVICES
FEE SCHEDULE
JPMORGAN FUNDS
PAGE 3 OF 4
NOTES TO THE ABOVE FEE SCHEDULE
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A. |
The above schedule does not include out of pocket expenses incurred by Boston Financial on the Trust’s behalf. Examples of out of pocket expenses include but are not limited to Confirmation statements, Investor statements, forms, postage, mailing services, records retention, transcripts, telephone line and long distance charges, client remote hardware, excess history, DST TA2000 Voice, Fan Web, Fan Mail, vision, escheatment, state tax reporting, wire processing charges, same day cash management, regulatory compliance, training, disaster recovery ($.20 per account), magnetic tapes, printing, ACH bank charges, NSCC charges, proxy processing, microfilm/microfiche, etc. |
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B. |
Service fees and out of pocket expenses are billed monthly. Fees or out-of-pocket expenses are due within 60 days of the date of the original invoice. The application of late charges shall be as set forth in the Agreement. |
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C. |
NOTICE OF INTENT TO TERMINATE |
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To terminate the Transfer Agency Agreement, a party must give written notice to the other party of at least 120 days prior to the end of a term, as further described in Section 22 of the Agreement. |
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D. |
ANNUAL CPI INCREASE |
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The fees and charges set forth in this fee schedule shall increase upon each anniversary of this Agreement over the fees and charges during the prior 12 months in an amount based on the annual percentage of change in the Consumer Price Index (CPI-U) in the Kansas City, Missouri-Kansas Standard Metropolitan Statistical Area, All Items, Base 1982-1984=100, as last reported by the U.S. Bureau of Labor Statistics. |
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E. |
EARLY TERMINATION COSTS |
The parties acknowledge that BOSTON FINANCIAL has made significant concessions to XX Xxxxxx, including a substantial reduction in the Fees to be paid by XX Xxxxxx for Services under the Agreement, partially in exchange for XX Xxxxxx’x agreement to a longer term. Should XX Xxxxxx terminate the Agreement to which this Exhibit A is attached prior to the end of its term, BOSTON FINANCIAL will suffer damages in an amount difficult to calculate and uncertain in scope and, accordingly, the parties have agreed that, as liquidated damages and not as a penalty, in such event, BOSTON FINANCIAL shall be entitled to impose the mutually agreed upon liquidated damages equal to the sum of the previous 12 months fees excluding Out of Pocket Charges. Notwithstanding the foregoing, in the event that XX Xxxxxx terminates the Agreement during the last year of the Initial Term, the foregoing early termination damages amount shall be calculated as noted above but shall be subject to a pro rata reduction over the final twelve months of the term depending on XX Xxxxxx’x actual deconversion date.
EXHIBIT A
BOSTON FINANCIAL DATA SERVICES
FEE SCHEDULE
JPMORGAN FUNDS
PAGE 4 OF 4
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F. |
Non-Institutional open account rates will be discounted as follows: |
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Accounts in the range of 1,150,000 – 1,500,000 |
10% discount |
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Accounts in the range of 1,500,001 – 2,000,000 |
15% discount |
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Accounts greater than 2,000,000 |
20% discount |
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G. |
As used herein, the term “XX Xxxxxx” is intended to refer, and shall be deemed to refer, jointly and severally to the each Trust who has executed, or on whose behalf there has been executed, the Transfer Agency Agreement between Boston Financial and each Trust pursuant to which Boston Financial acts as transfer agent for and provides transfer agent services to each such Trust to which this Fee Proposal is attached (variously, the “Agreement”, the “Agency Agreement” and the “Transfer Agency Agreement”). |
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H. |
Institutional Accounts are defined as follows: |
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A. |
Non Level 3 Account |
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B. |
Excessive Traders equals four or more trades per month |
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C. |
Account must be in a dealer serviced by the KC Institutional Desk via fax or phone. |
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D. |
TPA Traders |
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E. |
Relationship Level (i.e. Global Trust has 85 trades per day but in 85 different accounts. Accounts would be marked proportionate to the number of trades per day. |
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F. |
Special Servicing Requirements -with approval from fund (i.e. M Shares accounts) |
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G. |
Reports are produced each month allocated by Fund. Account totals are provided to the client each month. |
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BOSTON FINANCIAL DATA SERVICES, INC. |
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JPMORGAN TRUST I |
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JPMORGAN TRUST II |
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UNDISCOVERED MANAGERS FUNDS |
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X.X. XXXXXX MUTUAL FUND GROUP |
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X.X. XXXXXX XXXXXXX MUTUAL FUND GROUP, INC. |
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X.X. XXXXXX MUTUAL FUND INVESTMENT TRUST |
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UM INVESTMENT TRUST |
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X.X. XXXXXX SERIES TRUST II |
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X.X. XXXXXX XXXXXXX SERIES TRUST |
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JPMORGAN INSTITUTIONAL TRUST |
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JPMORGAN INSURANCE TRUST |
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JPMORGAN CASH PLUS FUND LLC |
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By: /s/ Xxxxx X. Xxxxx |
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By: /s/ Xxxxx X. Xxxxxx |
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Name: Xxxxx X. Xxxxx |
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Name: Xxxxx X. Xxxxxx |
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Title: Vice President |
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Title: Assistant Treasurer |
