JPMORGAN DISTRIBUTION SERVICES, INC. MUTUAL FUND SALES AGREEMENT
JPMORGAN
DISTRIBUTION SERVICES, INC.
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.
A.
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Financial
Intermediary.
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1
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Status
of Financial Intermediary.
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Financial
Intermediary represents and warrants to JPMDS:
(a)
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That
it is a broker or dealer as defined in Section 3(a)(4) or 3(a)(5)
of the
Securities Exchange Act of 1934 ("Exchange Act”); that it is registered
with the Securities and Exchange Commission (“SEC”) pursuant to Section 15
of the Exchange Act; that it is a member of the Financial Industry
Regulatory Authority (“FINRA”) or, in the alternative, that it is a
foreign dealer not eligible for membership in the FINRA but nevertheless
agrees to abide by all the rules and regulations of the SEC and the
FINRA
which are binding upon underwriters and dealers in the distribution
of
securities of open-end investment companies; that its customers'
accounts
are insured by the Securities Investors Protection Corporation ("SIPC");
and that, during the term of this Agreement, it will abide by all
of the
rules and regulations of the FINRA including, without limitation,
the
FINRA Conduct Rules. Financial Intermediary agrees to notify
JPMDS immediately in the event of (1) the termination of its coverage
by
the SIPC, (2) its expulsion or suspension from the FINRA or (3) its
being
found to have violated any applicable federal or state law, rule
or
regulation arising out of its activities as a broker-dealer or in
connection with this Agreement, or which may otherwise affect in
any
material way its ability to act in accordance with the terms of this
Agreement. Financial Intermediary's expulsion from the FINRA
will automatically terminate this Agreement immediately without
notice. Suspension of Financial Intermediary from the FINRA for
violation of any applicable federal or state law, rule or regulation
will
terminate this Agreement effective immediately upon JPMDS’ written notice
of termination to Financial Intermediary;
or
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(b)
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That
it is a bank, as that term is defined in Section 3(a)(6) of the Exchange
Act, that engages in activities described in Section 3(a)(4) of the
Exchange Act and that, during the term of this Agreement, it will
abide by
the rules and regulations of those state and federal authorities
with
appropriate jurisdiction over the Financial Intermediary, especially
those
regulations dealing with the activities of the Financial Intermediary
as
described under this Agreement. Financial Intermediary agrees to
notify
JPMDS immediately of any action by or communication from state or
federal
banking authorities, state securities authorities, the SEC, or any
other
party which may affect its status as a bank or which may otherwise
affect
in any material way its ability to act in accordance with the terms
of
this Agreement. Any action or decision of any of the foregoing
regulatory authorities or any court of appropriate jurisdiction which
affects Financial Intermediary's ability to act in accordance with
the
terms of this Agreement, including the loss of its exemption from
registration as a broker, will terminate this Agreement effective
upon
JPMDS’ written notice of termination to Financial Intermediary;
and
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(c)
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That
Financial Intermediary is registered with the appropriate securities
authorities in all states, territories and jurisdictions in which
its
activities make such registration necessary;
and
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(d)
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That
if it plans to participate in the National Securities Clearing
Corporation’s (“NSCC”) Mutual Fund Settlement Entry and Registration
Verification system (“Fund/SERV”), and/or the NSCC’s Networking system
(“Networking”), Financial Intermediary is a member of the NSCC or
otherwise has access to Fund/SERV and it has executed and filed with
the
NSCC the standard Networking
agreement.
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2. Financial
Intermediary Acts as Agent for its Customers.
The
parties agree that in performing its services under this Agreement:
(a)
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Financial
Intermediary is acting as agent for its customer;
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(b)
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The
customer is for all purposes the customer of Financial Intermediary;
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(c)
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Each
transaction is initiated solely upon the order of the customer;
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(d)
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As
between Financial Intermediary and its customer, the customer will
have
full beneficial ownership of all Shares;
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(e)
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Each
transaction shall be for the account of the customer and not for
Financial
Intermediary’s account;
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(f)
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Each
transaction shall be without recourse to Financial Intermediary provided
that Financial Intermediary acts in accordance with the terms of
this
Agreement; and
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(g)
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Except
for the limited purpose of receiving orders for Share transactions
from
its customers as described in Section B of this Agreement, Financial
Intermediary shall have no authority to act as agent for JPMDS or
the
Funds.
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B. Sales
of Fund Shares.
1. Offer
and Sale of Shares
Financial
Intermediary will offer and sell Shares only in accordance with the terms and
conditions of the applicable current prospectus (“Prospectus”) and Statement of
Additional Information (“SAI”) and applicable rules, regulations and
requirements. Financial Intermediary will make no representations
concerning any Shares not included in the Prospectus or SAI or in any authorized
supplemental sales material supplied to Financial Intermediary by JPMDS or
the
Funds.
2. Execution
of Orders for Purchase and Redemption of Shares.
(a)
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All
accepted orders for the purchase of any Shares shall be executed
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 all
accepted
orders for the redemption of any Shares shall be executed at the
next
determined net asset value per share, in each case as described in
the
Prospectus. Any applicable deferred sales charge, redemption fee,
or
similar charge or fee will be deducted by the Funds prior to the
transmission of the redemption proceeds to Financial Intermediary
or its
customer. JPMDS and the Funds reserve the right to reject any purchase
request in their sole discretion.
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The
execution of all orders for Share transactions will be subject to the terms
of
the Prospectus and JPMDS’ written instructions to Financial Intermediary from
time to time, and if executed through Fund/SERV, the NSCC’s rules and
procedures. Specifically, the Financial Intermediary certifies
that:
(i)
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all
orders received by Financial Intermediary or its “Correspondents” (as
defined in Section B.2. (e) below) prior to the earlier of the close
of
trading on the New York Stock Exchange or the close of a Fund (generally,
4:00 p.m., Eastern Time (“ET”)) (“Market Close”) on any day that a Fund is
open for business (“Day 1”) will be electronically transmitted to the
Funds by 8:00 a.m., ET on the next day that the Fund is open for
business
(“Day 2”) (such orders are referred to as “Day 1 Trades”);
and
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(ii)
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all
orders received by Financial Intermediary or its Correspondents after
the
Market Close on Day 1, but prior to the Market Close on Day 2 (“Day 2
Trades”) will be electronically transmitted to the Funds by 8 a.m., ET on
the second day that the Fund is open for business following Day
1.
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(iii)
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if
the Financial Intermediary cannot electronically transmit Day 1 Trades
to
the Funds by 8:00 a.m., ET on Day 2, Financial Intermediary will
transmit
such orders by facsimile prior to the beginning of trading on the
New York
Stock Exchange (generally 9:30 a.m. ET) on Day
2.
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(b)
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Day
1 Trades will be effected at the net asset value per share calculated
as
of the Market Close on Day 1, and Day 2 Trades will be effected at
the net
asset value per share calculated as of the Market Close on Day
2. Consistent with the foregoing, the Funds will consider Day 1
Trades (Day 2 Trades) as received by the Funds prior to the Market
Close
on Day 1 (Day 2) for all purposes, including, without limitation,
effecting distributions.
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(c)
The Financial Intermediary agrees that neither the Funds, JPMDS nor
any of
their affiliates or agents will have any responsibility or liability
to
review any purchase or redemption request which is presented by Financial
Intermediary (i) to determine whether such request is genuine or
authorized by the Financial Intermediary’s 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 of its customers resulting from the
failure
of Financial Intermediary to transmit any such request, or from any
errors
contained in any request.
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(d)
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Payments
for Shares shall be made as specified in the Prospectus. If
payment for any purchase order is not received in accordance with
the
terms of the Prospectus, JPMDS reserves the right, without notice,
to
cancel the sale and to hold the Financial Intermediary responsible
for any
loss sustained as a result thereof, including loss of
profit.
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(e)
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Financial
Intermediary confirms that it will be considered the Funds’ agent for the
sole purpose of receiving purchase and redemption orders from its
customers and transmitting them to the Funds. Financial Intermediary
may
authorize such intermediaries as it deems appropriate (“Correspondents”)
to receive orders on the Funds’ behalf. Financial Intermediary
shall be liable to the Funds for each Correspondent’s compliance with
applicable regulations, requirements and this Section B.2. to the
same
extent as if Financial Intermediary itself had acted or failed to
act
instead of the Correspondent.
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(f)
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Financial
Intermediary certifies that it will at all times follow relevant
rules,
regulations and requirements in connection with the handling of orders
for
transactions in the Funds, including, without
limitation:
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(i)
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Rule
22c-1(a) and other applicable rules under the Investment Company
Act of
1940, as amended (“Investment Company
Act”);
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(ii)
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The
provisions of this Agreement; and
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(iii)
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the
Prospectus.
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(g)
Financial Intermediary further certifies that it:
(i)
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has
adopted and implemented and will monitor, on a continuous basis,
its
compliance with procedures reasonably designed to prevent violations
of
relevant law, regulation and Prospectus requirements with respect
to late
trading, market timing and abusive trading
practices;
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(ii)
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has
determined that each Correspondent has adopted and implemented and
will
monitor, on a continuous basis, its compliance with its own internal
procedures reasonably designed to prevent violations of relevant
law,
regulation and Prospectus requirements with respect to late trading,
market timing and abusive trading
practices;
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(iii)
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will
provide information and further certification to JPMDS or its designee
to
verify compliance with this Section B.2;
and
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(iv)
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will
cooperate in monitoring and enforcing the Trust’s market timing, late
trading, and any redemption fee policies as set forth in the Prospectus
and such other policies established by the Trust from time to
time.
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3. Shareholder
Information
(a) Effective
October 16, 2007, Financial Intermediary agrees to provide the Fund, upon
written request, the taxpayer identification number ("TIN"), the
Individual/International Taxpayer Identification Number ("ITIN"), or other
government-issued identifier ("GII"), if known, of any or all Shareholder(s)
and
the amount, date, name or other identifier of any investment professional(s)
associated with the Shareholder(s) (if known), and transaction type (purchase,
redemption, transfer, or exchange) of every purchase, redemption, transfer,
or
exchange of Shares held through a Financial Intermediary Fund Account during
the
period covered by the request.
(i)
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Requests
must set forth a specific period, not to exceed one year from the
date of
the request, for which transaction information is sought. A
request may be ongoing and continuous (e.g., for each trading day
throughout the year) or for specified periods of time. The Fund
may request transaction information older than one year from the
date of
the request as it deems necessary to investigate compliance with
policies
established or utilized by the Fund for the purpose of eliminating
or
reducing market timing and abusive trading
practices.
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(ii)
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(a)
Financial Intermediary
agrees to provide, promptly upon request of the Fund or its designee,
the
requested information specified in 3(a). If requested by the Fund or
its designee, Financial Intermediary agrees to use best efforts to
determine promptly whether any specific person about whom it has
received
the identification and transaction information specified in 3(a)
is itself
a financial intermediary ("indirect intermediary") and, upon further
request of the Fund or its designee, promptly either (i) provide
(or
arrange to have provided) the information set forth in 3(a) for those
shareholders who hold an account with an indirect intermediary; or
(ii)
restrict or prohibit the indirect intermediary from purchasing, in
nominee
name on behalf of other persons, securities issued by the
Fund. Financial Intermediary additionally agrees to inform the
Fund whether it plans to perform (i) or (ii). (b) Responses
required by this paragraph must be communicated in writing and in
a format
mutually agreed upon by the parties; and (c) To the extent practicable,
the format for any transaction information provided to the Fund should
be
consistent with the NSCC Standardized Data Reporting
Format.
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(iii)
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The
Fund agrees not to use the Shareholder information received from
Financial
Intermediary pursuant to this Agreement for marketing or any other
similar
purpose without the prior written consent of Financial
Intermediary.
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(c)
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Effective
October 16, 2007, Financial Intermediary agrees to execute written
instructions from the Fund to restrict or prohibit further purchases
or
exchanges of Shares by a Shareholder that has been identified by
the Fund
as having engaged in transactions in the Fund’s Shares (directly or
indirectly through a Financial Intermediary Fund Account) that violate
policies established for the purpose of eliminating or reducing market
timing and abusive trading
practices.
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(i)
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Instructions
to restrict or prohibit trading must include the TIN,
ITIN
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(ii)
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Financial
Intermediary agrees to execute instructions as soon as reasonably
practicable, but not later than five business days after receipt
of the
instructions by the Financial
Intermediary.
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(iii)
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Financial
Intermediary must provide written confirmation to the Fund that
instructions have been executed. Financial Intermediary agrees
to provide confirmation as soon as reasonably practicable, but not
later
than ten business days after the instructions have been
executed.
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(c) For
purposes of this
Section 3 of the Agreement:
(i)
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The
term “Financial Intermediary Fund Account” means a direct or networked
Shareholder account with the Fund maintained by Financial Intermediary
or
an omnibus account with the Fund maintained by Financial
Intermediary.
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(ii)
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The
term “Fund” includes JPMorgan Distribution Services, Inc., which is the
Fund’sprincipal underwriter, the Fund’s transfer agent and the series of
the trusts and corporation listed in the
Agreement.
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(iii)
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The
term “Shares” means the interests of Shareholders corresponding to the
redeemable securities of record issued by the Fund under the Investment
Company Act of 1940 that are held by or through a Financial Intermediary
Fund Account.
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(iv)
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The
term “Shareholder” means (i) the beneficial owner of Shares held by or
through a Financial Intermediary Fund Account; (ii) a participant
in an
employee benefit plan owning Shares held by or through a Financial
Intermediary Fund Account, notwithstanding that the employee benefit
plan
may be deemed to be the beneficial owner of Shares; and (iii) the
holder
of interests in a variable annuity or variable life insurance contract
issued by Financial Intermediary owning Shares held by or through
a
Financial Intermediary Fund
Account.
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(v)
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The
term “written” and/or “in writing” includes electronic writings and
facsimile transmissions.
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(vi)
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The
term "Financial Intermediary" shall mean a "financial intermediary"
as
defined in 22c-2 of the Investment Company
Act.
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(vii)
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The
term "purchase" does not include the automatic reinvestment of
dividends.
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(viii)
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The
term "promptly" as used in 3(a)(ii) shall mean as soon as practicable
but
in no event later than ten business days from the Financial
Intermediary's receipt of the request for information from the Fund
or its
designee
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4. Multi-Class
Distribution Arrangements.
Financial
Intermediary understands and acknowledges that the Funds may offer Shares in
multiple classes, and represents and warrants that it has established compliance
procedures designed to ensure (i) that its customers are made aware of the
terms
of each available class of Shares, (ii) that each customer is offered only
Shares that are suitable investments for him or her, (iii) that each customer
is
given the opportunity to obtain sales charge break points or other sales charge
reductions and discounts as detailed in the Prospectus, and (iv) proper
supervision of its representatives in recommending and offering the Shares
of
multiple classes to its customers.
5. Blue
Sky.
JPMDS
will make available to Financial Intermediary a list of the states or other
jurisdictions in which Shares are eligible for sale, which list may be revised
from time to time. Financial Intermediary agrees to sell or offer to
sell Shares only in the states and other jurisdictions appearing on the most
recent list received from JPMDS.
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6. Initial
Sales Loads Payable to Financial
Intermediary.
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(a)
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On
each purchase order accepted by JPMDS, Financial Intermediary will
be
entitled to receive the applicable percentage of the initial sales
load,
if any, as established by JPMDS from the amount paid by Financial
Intermediary's customer. The initial sales loads for any Fund shall
be
those set forth in the Prospectus. The portion of the initial sales
load
payable to Financial Intermediary may be changed at any time, at
JPMDS'
sole discretion, upon written notice to Financial
Intermediary.
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(b)
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Orders
may be settled by Financial Intermediary either (i) by payment of
the full
purchase price less an amount equal to Financial Intermediary's applicable
percentage of the initial sales load, or (ii) by payment of the full
purchase price, in which case JPMDS shall pay Financial Intermediary,
not
less frequently than monthly, the aggregate sales loads due to it
on
settled purchase orders.
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(c)
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Based
upon the settlement method chosen by Financial Intermediary, it shall
be
the obligation of Financial Intermediary to either (i) assess the
appropriate initial sales load for each purchase order and to forward
the
public offering price, net of the amount of the initial sales load
to be
reallocated to Financial Intermediary, to JPMDS, or (ii) to provide
JPMDS
with all necessary information regarding the application of the
appropriate initial sales load to each
purchase.
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(d)
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Sales
charge reductions, discounts, and waivers may be available as provided
in
the Prospectus. To obtain any such reductions, JPMDS must be
notified promptly when a transaction or transactions would qualify
for the
reduced charge and Financial Intermediary must submit information
that is
sufficient (in the discretion of JPMDS) to substantiate qualification
therefore. The foregoing shall include advising JPMDS of any
Letter of Intent signed by Financial Intermediary’s customer or of any
Right of Accumulation available to such customer. If Financial
Intermediary fails to so advise JPMDS, Financial Intermediary will
be
liable for the return of any commissions plus interest
thereon. Rights of Accumulation (including rights under a
Letter of Intent) are available, if at all, only as set forth in
the
Prospectus, and Financial Intermediary hereby authorizes any adjustment
to
its account (and will be liable for any refund) to the extent any
allowance, discount or concession is made and the conditions therefor
are
not fulfilled.
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(e)
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In
the event that Financial Intermediary notifies JPMDS in writing that
Financial Intermediary elects to waive the initial sales load,
and if the Prospectus permits such waiver, the initial load will
not be
assessed on the transaction.
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(f)
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Neither
the Fund nor JPMDS shall have any responsibility to correct the payment
or
assessment of an incorrect initial sales load due to the failure
of the
Financial Intermediary to fulfill the foregoing
obligation.
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7. Contingent
Deferred Sales Charges and Advance Commissions Payable to Financial
Intermediary.
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(a)
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Upon
the purchase of certain Shares, JPMDS will pay Financial Intermediary
an
advance commission as described in the Fund's current prospectus.
This
amount is not to be considered an initial sales load and will not
be
deducted from the public offering price of the Shares. A
contingent deferred sales charge ("CDSC") will be assessed upon the
redemption of Shares, as described in the
Prospectus.
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(b)
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In
the event that Financial Intermediary notifies JPMDS in writing that
Financial Intermediary elects to waive such advance commission, and
if the
Fund's prospectus permits such a waiver, the advance commission will
not
be paid and the CDSC will not be charged upon the redemption of the
relevant Shares. Neither the Fund nor JPMDS shall have any
responsibility to correct the assessment of an incorrect CDSC due
to the
failure of the Financial Intermediary to fulfill the foregoing
obligation.
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(c)
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In
the event that Financial Intermediary maintains an omnibus account
with
the Funds’ transfer agent, Financial Intermediary must be able to account
for share ownership periods used in calculating the CDSC in order
to
receive advanced commissions from
JPMDS.
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C. Distribution
Services and Fees.
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1.
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Agreement
to Provide Distribution
Services.
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JPMDS
hereby appoints Financial Intermediary to furnish sales and marketing services
to its customers who invest in and own Shares that pay a distribution fee under
distribution plans adopted by the Funds pursuant to Rule 12b-1 under the
Investment Company Act (“Rule 12b-1 Fees”).
2. Asset-Based
Sales Loads Payable to Financial Intermediary.
During
the term of this Agreement, JPMDS will pay Financial Intermediary Rule 12b-1
Fees as set forth in the Prospectus. JPMDS may, in its sole discretion, reduce
the amount of, or eliminate entirely, Rule 12b-1 Fee payments. In
addition, Rule 12b-1 Fees may be reduced or eliminated at any time if the
distribution plans under which the fees are paid are materially amended or
terminated either by the Board of the Funds or by vote of a majority of the
outstanding Shares. JPMDS reserves the right not to pay Rule 12b-1
Fees to Financial Intermediary if Financial Intermediary’s 12b-1 Fee payments
for a given month are deemed to be de minimis. JPMDS currently
adheres to a $25.00 de minimis threshold, but reserves the right to change
that
threshold from time to time.
For
the
payment period in which this Agreement becomes effective or terminates, there
shall be an appropriate pro-ration of Rule 12b-1 Fee payment on the basis of
the
number of days that this Agreement is in effect during the period.
D. Networking.
If
the
parties plan to participate in Networking, each agrees to do so pursuant to
the
standard Networking agreement it has executed and filed with the NSCC and the
NSCC’s rules and procedures.
E. Delivery
of Prospectuses and Reports to Customers.
Financial
Intermediary will deliver or cause to be delivered to each of its customers,
at
or prior to the time of any purchase of Shares, a copy of the Prospectus and,
upon request, a copy of the SAI. Financial Intermediary agrees to deliver to
its
customers, copies of amended Prospectuses, proxy solicitation materials and
copies of the Funds’ annual and semi-annual reports.
F.
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Indemnification.
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1.
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Financial
Intermediary shall indemnify and hold harmless JPMDS, each Fund,
the
transfer agent of the Funds, and their respective subsidiaries,
affiliates, officers, directors (or trustees), and employees from
all
claims, liabilities, losses or costs (including reasonable attorney’s
fees) arising directly from:
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(a)
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any
breach by Financial Intermediary of any representations, covenants
or
warranties in this Agreement or a material breach of any provision
of this
Agreement;
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(b)
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any
actions or omissions of JPMDS, any Fund, the transfer agent of the
Funds,
and their subsidiaries, affiliates, officers, directors (or trustees),
and
employees in reliance upon any oral, written or computer or electronically
transmitted instructions, documents or materials believed to be genuine
and to have been given by or on behalf of Financial Intermediary;
and
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(c)
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any
willful misconduct or negligence (as measured by industry standards)
of
Financial Intermediary, its agents and employees, in the performance
of,
or failure to perform, its obligations under this Agreement, or any
reckless disregard of its obligations under this
Agreement.
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2.
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JPMDS
shall indemnify and hold harmless Financial Intermediary and its
subsidiaries, affiliates, officers, directors, and employees from
and
against any and all claims, liabilities, losses or costs (including
reasonable attorney’s fees) arising directly
from:
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(a)
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any
breach by JPMDS of any representations, covenants or warranties in
this
Agreement or any material breach of any provision of this
Agreement;
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(b)
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any
alleged untrue statement of a material fact contained in any Fund's
registration statement or Prospectus or any alleged omission to state
therein a material fact required to be stated therein or necessary
to make
the statements contained therein not misleading;
and
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(c)
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any
willful misconduct or negligence (as measured by industry standards)
of
JPMDS, its agents and employees, in the performance of, or failure
to
perform, its obligations under this Agreement, or any reckless disregard
of its obligations under this
Agreement.
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3.
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Neither
JPMDS nor Financial Intermediary shall be liable for special,
consequential or incidental damages. This indemnity agreement
will be in addition to any liability, which the parties may otherwise
have.
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4.
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The
agreement of the parties in this Section F to indemnify each other
is
conditioned upon the party entitled to indemnification (Indemnified
Party)
giving notice to the party required to provide indemnification
(Indemnifying Party) promptly after the summons or other first legal
process for any claim as to which indemnity may be sought is served
on the
Indemnified Party. Such notice will be given by any means of prompt
delivery that provides confirmation of receipt to the address provided
by
each party in this Agreement. The Indemnified Party shall
permit the Indemnifying Party to assume the defense of any such claim
or
any litigation resulting from it, provided that counsel for the
Indemnifying Party who shall conduct the defense of such claim or
litigation shall be approved by the Indemnified Party (which approval
shall not unreasonably be withheld), and that the Indemnified Party
may
participate in such defense at its expense. If the Indemnifying
Party does not elect to assume the defense, the Indemnifying Party
will
reimburse the Indemnified Party for the reasonable fees and expenses
of
any counsel retained by it. The failure of the Indemnified
Party to give notice as provided in this Sub-section (4) shall not
relieve
the Indemnifying Party from any liability other than its indemnity
obligation under this Section. No Indemnifying Party, in the
defense of any such claim or litigation, shall, without the written
consent of the Indemnified Party, consent to entry of any judgment
or
enter into any settlement that does not include as an unconditional
term
the giving by the claimant or plaintiff to the Indemnified Party
of a
release from all liability in respect to such claim or
litigation.
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5.
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The
provisions of this Section F shall survive the termination of this
Agreement.
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G. Customer
Names Proprietary to Financial Intermediary.
1.
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All
information, including “nonpublic personal information” as that term is
defined in Regulation S-P, relating to shareholders of the Funds
who are
customers of Financial Intermediary are and shall remain the sole
property
of the Funds and the Financial Intermediary and shall not be disclosed
to
or used by the Funds, the Financial Intermediary, JPMDS, or their
affiliates for any purpose except in the performance of their respective
duties and responsibilities under this Agreement and except for servicing
and informational mailings relating to the Funds or as permitted
by Rule
15 of Regulation S-P. Notwithstanding the
foregoing, this Section G shall not prohibit the Financial Intermediary,
the Funds, JPMDS, or any of their affiliates from utilizing the names
of
customers of Financial Intermediary for any purpose if the names
are
obtained in any manner other than from Financial Intermediary pursuant
to
this Agreement.
|
2.
|
If
applicable, Financial Intermediary will deliver the Funds’ privacy policy
as required by Regulation S-P.
|
3.
|
The
provisions of this Section G shall survive the termination of this
Agreement
|
H.
|
Anti-Money
Laundering Program.
|
Financial
Intermediary represents that it has established an Anti-Money Laundering Program
("AML Program") that is designed to comply with applicable U.S. laws,
regulations, and guidance, including rules of self-regulatory organizations,
relating to the prevention of money laundering, terrorist financing, and related
financial crimes. Its AML Program includes written policies and
procedures regarding the (i) verification of the identity of its customers
and
the source of the customers’ funds, and ii) reporting of any suspicious
transactions in a customer’s account. Financial Intermediary agrees to cooperate
with JPMDS to satisfy JPMDS’ AML due diligence policies, which may include
annual AML compliance certifications, periodic AML due diligence reviews and/or
other requests deemed necessary to ensure its compliance with the AML
regulations. Financial Intermediary will (but only to the extent
consistent with applicable law) take all steps necessary and appropriate to
provide the Funds and/or JPMDS with any requested information about its
customers and their Fund accounts in the event that the Funds and/or JPMDS
shall
request such information due to an inquiry or investigation by any law
enforcement, regulatory, or administrative authority.
I. Miscellaneous.
1. ERISA
Assets.
To
the extent Shares are purchased by Financial Intermediaries’ customers
through a defined contribution plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") (a "Plan”),
Financial Intermediary represents and warrants that it
either:
|
(a)
|
is
not a "fiduciary" with respect to the provision of the services
contemplated herein to any Plan(s) as such term is defined in Section
3(21) of ERISA and Section 4975 of the Internal Revenue Code of 1986,
as
amended (the “Code”); or
|
(b)
|
its
receipt of fees pursuant to this Agreement and the provision of the
services contemplated herein to any Plan(s) will not constitute a
non-exempt "prohibited transaction" as such term is defined in Section
406
of ERISA and Section 4975 of the
Code.
|
2.
Use of Names.
Neither
party shall use the name (or any trademark, trade name, service xxxx or logo)
of
the other party or its affiliates or of the Funds in any manner without the
other party's written consent, except as required by any applicable federal
or
state law, rule or regulation, and except that Financial Intermediary may
identify the Funds in a listing of funds offered by Financial
Intermediary.
3. Security
Against Unauthorized Use of Funds' Recordkeeping Systems.
Financial
Intermediary agrees to provide such security as is necessary to prevent any
unauthorized use of the Funds’ recordkeeping system, accessed via (a) the world
wide web or any URL maintained by the Funds or JPMDS, (b) a networking/data
access arrangement or (c) computer hardware or software provided to Financial
Intermediary by JPMDS.
4.
Certification of Customers' Taxpayer Identification
Numbers.
Financial
Intermediary agrees to obtain any taxpayer identification number certification
from its customers required under the Code, as amended, and any applicable
Treasury regulations, and to provide JPMDS, or its designee with timely written
notice of any failure to obtain such taxpayer identification number
certification in order to enable the implementation of any required backup
withholding.
5.
Notices.
(a)
|
Except
as otherwise specifically provided in this Agreement, all notices
required
or permitted to be given pursuant to this Agreement shall be given
in
writing and delivered by:
|
(i)
|
personal
delivery;
|
(ii)
|
postage
prepaid, registered or certified United States first class mail,
return
receipt requested;
|
(iii)
|
overnight
courier services; or
|
(iv)
|
facsimile
or similar electronic means of delivery (with a confirming copy by
mail as
provided herein).
|
(b)
|
Unless
otherwise notified in writing, all such notices shall be given or
sent to
the other party at the address on the signature page hereof, Attention:
President.
|
6.
Records.
Financial
Intermediary will maintain all records required to be kept by state and federal
law, regulation or rules relating to transactions in Shares and, upon request
by
the Funds, will promptly make such records available to the Funds or their
designee.
7.
Effective Date, Amendment and Termination.
(a)
|
This
Agreement shall become effective as of the date executed by JPMDS
or as of
the first date thereafter upon which Financial Intermediary executes
any
transaction, performs any service, or receives any payment pursuant
hereto. This Agreement supersedes any other agreements between the
parties
with respect to the offer and sale of Shares and other matters covered
herein.
|
|
(b)
|
This
Agreement shall continue in effect, with respect to Rule 12b-1 Fees
payable by each Fund, until the October 31st
following
the date of its execution, and thereafter for successive periods
of one
year if the form of this Agreement is approved at least annually
by the
Board of the Funds, including a majority of the members of the Board
of
the Funds who are not interested persons of the Funds cast in person
at a
meeting called for that purpose.
|
|
(c)
|
This
Agreement may be amended by JPMDS from time to time by the following
procedure. JPMDS will mail a copy of the amendment to Financial
Intermediary's address, as shown below. If Financial
Intermediary does not object to the amendment within thirty (30)
days
after its receipt, the amendment will become part of the Agreement.
Financial Intermediary's objection must be in writing and be received
by
JPMDS within such thirty days.
|
|
(d)
|
Notwithstanding
the foregoing, this Agreement may be terminated as
follows:
|
|
(i)
|
at
any time, without the payment of any penalty, by the vote of a majority
of
the members of the Board of the Funds who are not interested persons
of
the Funds or by a vote of a majority of the outstanding voting Shares
as
defined in the Investment Company Act on not more than sixty (60)
days'
written notice to the parties to this
Agreement;
|
(ii)
|
automatically
in the event of the Agreement's assignment as defined in the Investment
Company Act, upon the termination of the Distribution Agreement between
the Funds and JPMDS, or upon the termination of the applicable
distribution plan(s); and
|
|
(iii)
|
by
any party to this Agreement without cause by giving the other party
at
least thirty (30) days' written
notice.
|
(e)
|
The
termination of this Agreement with respect to any one Fund will not
cause
the Agreement's termination with respect to any other
Fund.
|
8.
Authorization.
Financial
Intermediary and JPMDS each represents to the other (i) that it has the
requisite authority to enter into and perform its responsibilities under this
Agreement; and (ii) that this Agreement constitutes its valid and binding
obligation.
9.
Governing Law.
This
Agreement shall be construed in accordance with the laws of the State of New
York.
JPMORGAN
DISTRIBUTION SERVICES,
INC. FINRA
CRD Number: 104234
Street
Address: :
0000
Xxxxxxx Xxxxxxx, XX0-0000
Xxxxxxxx,
Xxxx 00000
Phone: (000)
000-0000
Fax: (000)
000-0000
By:
Name:
Title:
Date:
_____________________
Financial
Intermediary
Name FINRA
CRD Number
(Please
Print or Type)
Address
City:
State Zip
Code
Phone: Fax:
______________________________________
By:
Authorized
Signature
Title
Print
Name or Type Name
Dated
EXHIBIT
A
TRUSTS
AND CORPORATION
JPMorgan
Trust I
JPMorgan
Trust II
X.X.
Xxxxxx Xxxxxxx Mutual Fund Group, Inc.
X.X.
Xxxxxx Mutual Fund Group
X.X.
Xxxxxx Mutual Fund Investment Trust
Undiscovered
Managers Funds