SHAREHOLDER SERVICING AGREEMENT
THIS AGREEMENT dated as of February 19, 2005, by and between each of the
entities listed on Schedule A, each of which is a corporation, business trust or
statutory trust as indicated on Schedule A (each, a "Trust" and, collectively,
the "Trusts"), each having its principal place of business at 000 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, and JPMorgan Distribution Services, Inc. ("Shareholder
Servicing Agent"), a registered broker-dealer incorporated under the laws of the
State of Delaware having its principal place of business at 0000 Xxxxxxx
Xxxxxxx, Xxxxxxxx, Xxxx 00000 ("Agreement"). THIS AGREEMENT SHALL BE EFFECTIVE
FEBRUARY 19, 2005.
W I T N E S S E T H:
WHEREAS, each Trust is an open-end, management investment company registered
with the Securities and Exchange Commission ("Commission") under the Investment
Company Act of 1940, as amended ("1940 Act"), except for Undiscovered Managers
Investment Trust, which is a closed-end management investment company registered
with the Commission under the 1940 Act; and
WHEREAS, each Trust wishes to have the Shareholder Servicing Agent provide
certain services for holders or beneficial owners of certain classes of shares
("Shares") of each series of the Trust, all as now or hereafter may be
identified on Schedule B hereto as such Schedule may be amended from time to
time ("Funds") and Shareholder Servicing Agent wishes to act as the Shareholder
Servicing Agent; and
NOW, THEREFORE, THE TRUST AND SHAREHOLDER SERVICING AGENT HEREBY AGREE AS
FOLLOWS:
1. APPOINTMENT. Shareholder Servicing Agent hereby agrees to perform
certain services for holders or beneficial owners of Shares ("Shareholders")
with respect to certain classes of shares of each Fund, as set forth on Schedule
B hereto as amended from time to time.
2. SERVICES TO BE PERFORMED.
2.1. SHAREHOLDER SERVICES AND RELATED SERVICES. Shareholder Servicing
Agent shall provide or cause its agents to provide any combination of the
personal shareholder liaison services and Shareholder account information
services ("Shareholder Services") described in Section 2.2 of this Agreement or
other related services ("Other Related Services") described in Section 2.3 of
this Agreement.
2.2. SHAREHOLDER SERVICES. For purposes of this Agreement, Shareholder
Services shall include: (a) answering Shareholder inquiries (through electronic
and other means) 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) providing Shareholders with information
through electronic means; (c) assisting Shareholders in completing application
forms, designating and changing dividend options, account designations and
addresses; (d) arranging for or assisting Shareholders with respect to the
wiring of the funds to and from Shareholder accounts in connection with
Shareholder orders to purchase, redeem or
1
exchange Shares; (e) verifying shareholder requests for changes to account
information; (f) handling correspondence from Shareholders about their accounts;
(g) assisting in establishing and maintaining Shareholder accounts with the
Trust; and (h) providing such other shareholder services as the Trust or a
Shareholder may reasonably request, to the extent permitted by applicable law.
2.3. OTHER RELATED SERVICES. Other Related Services include: (a)
aggregating and processing purchase and redemption orders for Shares; (b)
providing Shareholders with account statements showing their purchases, sales,
and positions in the applicable Fund; (c) processing dividend payments for the
applicable Fund; (d) providing sub-accounting services to the Trust for Shares
held for the benefit of Shareholders; (e) forwarding communications from the
Trust to Shareholders, including proxy statements and proxy solicitation
materials, shareholder reports, dividend and tax notices, and updated
Prospectuses and Statements of Additional Information; (f) receiving, tabulating
and transmitting proxies executed by Shareholders; (g) facilitating the
transmission and receipt of funds in connection with Shareholder orders to
purchase, redeem or exchange shares; (h) developing and maintaining Trust's
website; (i) developing and maintain facilities to enable transmission of Share
transactions by electronic and non-electronic means; (j) providing support and
related services to financial intermediaries in order to facilitate their
processing of orders and communications with Shareholders; (k) providing
transmission and other functionalities for Shares included in investment,
retirement, asset allocation, cash management or sweep programs or similar
programs or services; and (l) developing and maintaining check writing
functionality.
2.4. SUBCONTRACTING BY SHAREHOLDER SERVICING AGENT. Shareholder
Servicing Agent shall perform any combination of the Shareholder Services and
Other Related Services described in Sections 2.2 and 2.3 of this Agreement for
Shareholders and may subcontract for the performance of some or all of these
services with financial intermediaries: (a) who are record owners of Fund
shares; (b) with whom Shareholders have established an account that invests in
Shares; or (c) who otherwise provide Shareholder Services and Other Related
Services for Shareholders. Such financial intermediaries may include, without
limitation, any person who is an affiliate of Shareholder Servicing Agent.
Unless a Trust otherwise expressly agrees in writing, Shareholder Servicing
Agent shall be to the same extent responsible to the Trust for the acts or
omissions of any subcontractor or sub-agent as it would be liable to the Trust
for its own acts or omissions.
2.5. PROVISION OF SERVICES. Shareholder Servicing Agent shall provide
such office space and equipment, telephone facilities, and personnel (which may
be any part of the space, equipment, and facilities currently used in the
Shareholder Servicing Agent's business, or any personnel employed by the
Shareholder Servicing Agent) as may be reasonably necessary or beneficial in
order to provide the services specified in Sections 2.2 and 2.3 of this
Agreement to Shareholders. Shareholder Servicing Agent and its officers and
employees will, upon request, be available during normal business hours to
consult with each Trust, the Board of Trustees of each Trust, or their designees
concerning the performance of the Shareholder Servicing Agent's responsibilities
under this Agreement. In addition, Shareholder Servicing Agent will furnish such
information to each Trust, the Board of Trustees of each Trust, or their
designees as they may reasonably request concerning the provision of the
Shareholder Services and Other Related
2
Services, specified in Sections 2.2 and 2.3 of this Agreement, and will
otherwise cooperate with the Trust, the Board of Trustees and their designees
(including, without limitation any auditors or counsel designated by the Trust
or its board members).
3. FEES. As full compensation for the Shareholder Services and Other
Related Services described in Sections 2.2 and 2.3 of this Agreement and
expenses incurred by the Shareholder Servicing Agent in providing such services,
the Trust, with respect to each class of Shares set forth on Schedule B, shall
pay the Shareholder Servicing Agent a fee at an annual rate with respect to the
daily net asset values of each Fund's Shares, as set forth on Schedule B to this
Agreement. This fee will be computed daily and will be payable monthly in
arrears.
4. INFORMATION PERTAINING TO THE SHARES; ETC. No person is authorized to
make any representations concerning the Trusts or any Shares except those
representations contained in the applicable Fund's then-current Prospectuses and
Statements of Additional Information and in such printed information as the
applicable Trust or the principal underwriter for the Trust may prepare or
approve. Shareholder Servicing Agent further agrees to deliver to Shareholders,
upon request of the Trust, copies of any amended Prospectuses and Statements of
Additional Information or other information prepared for distribution to
Shareholders. During the term of this Agreement, each Trust agrees to furnish
Shareholder Servicing Agent all Prospectuses, Statements of Additional
Information, proxy statements, proxy solicitation materials, reports to
shareholders, and other material the Trust or its agents will distribute to
shareholders of each Fund.
5. USE OF SHAREHOLDER SERVICE AGENT'S NAME. The Trusts shall not use the
name of Shareholder Servicing Agent in any Prospectus, sales literature or other
material relating to the Trust in a manner not approved by Shareholder Servicing
Agent prior thereto in writing; PROVIDED, HOWEVER, that the approval of
Shareholder Servicing Agent shall not be required for any use of its name in a
manner that merely refers in accurate and factual terms to its appointment
hereunder or which is required by the 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. Shareholder Servicing Agent 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 of this Agreement or for any use of the Trust's
name in a manner that merely refers in accurate and factual terms to Shareholder
Servicing Agent's role hereunder or which is required by the 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. Shareholder Servicing Agent represents and warrants that the
various procedures and systems that (a) 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 Shareholder Servicing Agent's records,
data, equipment, facilities and other property used in the
3
performance of its obligations hereunder are adequate and (b) it will make such
changes in such procedures and systems that, from time to time, 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. Shareholder Servicing Agent shall comply
with all applicable federal and state securities laws and regulations.
Shareholder Servicing Agent represents and warrants to the Trust that the
performance of all its obligations hereunder will comply with all applicable
securities laws and regulations, the provisions of its charter documents and by
laws and all material contractual obligations binding upon Shareholder Servicing
Agent.
9. LIABILITY AND FORCE MAJEURE. Shareholder Servicing Agent shall not be
liable or responsible for any loss, interruption, delay or error including any
loss, interruption, delay or error by reason of circumstances beyond its control
(which includes but is not limited to, acts of civil or military authority,
national emergencies, labor difficulties, fire, equipment failure, mechanical
breakdown, flood or catastrophe, acts of God, insurrection, war, terrorism,
riots or failure of communication or power supply), PROVIDED, that any loss,
interruption, delay or error is not caused by the willful misfeasance, bad faith
or gross negligence of Shareholder Servicing Agent, its officers, employees or
agents in the performance of the Shareholder Servicing Agent's duties and
obligations under this Agreement or from the reckless disregard by the
Shareholder Servicing Agent, its officers, employees or agents of the
Shareholder Servicing Agent's duties or obligations under this Agreement.
10. INDEMNIFICATION.
10.1. INDEMNIFICATION OF SHAREHOLDER SERVICING AGENT. Each Trust will
indemnify and hold Shareholder Servicing Agent 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 material misstatements or omissions in
the applicable Fund's Prospectuses, Statements of Additional Information, proxy
statements, proxy solicitation materials, reports to shareholders or other
materials prepared by the Trust or its agents for distribution to the
shareholders of each Fund, actions or inactions by the Trust or any of its
agents or contractors or the performance of Shareholder Servicing Agent's
obligations hereunder and (b) not resulting from the willful misfeasance, bad
faith, or gross negligence of Shareholder Servicing Agent, its officers,
employees or agents, in the performance of Shareholder Servicing Agent's duties
or obligations under this Agreement or from the reckless disregard by
Shareholder Servicing Agent, its officers, employees or agents of Shareholder
Servicing Agent's duties and obligations under this Agreement. Notwithstanding
anything herein to the contrary, each Trust will indemnify and hold Shareholder
Servicing Agent 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 Shareholder Servicing Agent's acting in accordance with any
written instructions reasonably believed by Shareholder Servicing Agent 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
4
reasonably believed by Shareholder Servicing Agent to have been genuine and
signed, countersigned or executed by a person duly authorized by the Trust.
In any case in which the Trust may be asked to indemnify or hold
Shareholder Servicing Agent harmless, the Trust shall be advised of all
pertinent facts concerning the situation in question and Shareholder Servicing
Agent shall use reasonable care to identify and notify the Trust promptly
concerning any situation that presents or appears likely to present a claim for
indemnification by the Trust. The Trust shall have the option to defend
Shareholder Servicing Agent 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 Shareholder Servicing Agent.
Shareholder Servicing Agent may retain additional counsel at its expense. Except
with the prior written consent of the Trust, Shareholder Servicing Agent shall
not confess any Claim or make any compromise in any case in which the Trust will
be asked to indemnify Shareholder Servicing Agent.
10.2. INDEMNIFICATION OF THE TRUST. Without limiting the rights of the
Trusts under applicable law, Shareholder Servicing Agent will indemnify and hold
each 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
Shareholder Servicing Agent, its officers, employees, or agents, in the
performance of Shareholder Servicing Agent's duties and obligations under this
Agreement or from the reckless disregard by Shareholder Servicing Agent, its
officers, employees, or agents of Shareholder Servicing Agent's duties and
obligations under this Agreement, and (b) not resulting from Shareholder
Servicing Agent's actions in accordance with written instructions reasonably
believed by Shareholder Servicing Agent to have been executed by any person duly
authorized by the Trust, or in reliance upon any instrument or stock certificate
reasonably believed by Shareholder Servicing Agent to have been genuine and
signed, countersigned or executed by a person authorized by the Trust.
In any case in which Shareholder Servicing Agent may be asked to indemnify
or hold the Trust harmless, Shareholder Servicing Agent shall be advised of all
pertinent facts concerning the situation in question and the Trust shall use
reasonable care to identify and notify Shareholder Servicing Agent promptly
concerning any situation that presents or appears likely to present a claim for
indemnification by Shareholder Servicing Agent. Shareholder Servicing Agent
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
Shareholder Servicing Agent elects to defend against such Claim, the defense
shall be conducted by counsel chosen by Shareholder Servicing Agent and
reasonably satisfactory to the Trust. The Trust may retain additional counsel at
its expense. Except with the prior written consent of Shareholder Servicing
Agent, the Trust shall not confess any Claim or make any compromise in any case
in which Shareholder Servicing Agent 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.
5
11. INSURANCE. Each of the parties shall maintain reasonable insurance
coverage against any and all liabilities that may arise in connection with the
performance of this Agreement.
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 become effective February 19, 2005
and, unless sooner terminated as provided herein, shall continue until October
31, 2006. Thereafter, if not terminated, this Agreement shall continue
automatically for successive one year terms, provided that such continuance is
specifically approved at least annually by the vote of a majority of those
members of the Trust's Board of Trustees who are not parties to this Agreement
or interested persons of any such party. This Agreement may be terminated
without penalty, on not less than 60 days prior written notice, by the Trust's
Board of Trustees or by the Shareholder Servicing Agent. The termination of this
Agreement with respect to one Fund or Trust shall not result in the termination
of this Agreement with respect to any other Fund or Trust. This Agreement will
also terminate automatically in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities",
"interested persons" and "assignment" shall have the same meanings as ascribed
to such terms in the 1940 Act.)
14. PRIVACY. Shareholder Servicing Agent acknowledges and agrees on behalf
of itself and its directors, officers and employees that it may receive from
financial intermediaries or the Funds other information, or access to
information, about shareholders of the Funds who are "customers" or "consumers"
generally as such terms are defined under Regulation S-P (17 CFR 248.1 - 248.30)
(collectively, "Shareholder Information") including, but not limited to,
non-public personal information such as a customer's name, address, telephone
number, account relationships, account numbers, account balances and account
histories. All information, including Shareholder Information, obtained pursuant
to this Agreement shall be considered confidential information. Shareholder
Servicing Agent shall not disclose such confidential information to any other
person or entity or use such confidential information other than to carry out
the purposes of this Agreement, including its use under sections 248.14 and
248.15 of Regulation S-P in the ordinary course of carrying out the purposes of
this Agreement. Shareholder Servicing Agent agrees to:
(a) Limit access to Shareholder Information which is obtained pursuant to
this Agreement to employees who have a need to know such Shareholder
Information to effect the purposes of this Agreement;
(b) Safeguard and maintain the confidentiality and security of Shareholder
Information which is obtained pursuant to this Agreement; and
(c) Use Shareholder Information obtained pursuant to this Agreement only
to carry out the purposes for which the Shareholder Information was
disclosed and for no other purpose.
Shareholder Servicing Agent shall not, directly or through an affiliate,
disclose an account number or similar form of access number or access code for
an account for use in
6
telemarketing, direct mail marketing, or marketing through electronic mail,
except as permitted in Section 248.12 of Regulation S-P or applicable law.
15. NON-EXCLUSIVITY. Nothing in this Agreement shall limit or restrict the
right of Shareholder Servicing Agent 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 Shareholder Servicing Agent at 0000
Xxxxxxx Xxxxxxx, Xxxxx 0-X, Xxxxxxxx, 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 internal laws of the State of Delaware.
19. EXECUTION OF COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, each of which taken together shall
constitute one and the same Agreement.
20. THE TRUSTS. The obligations of the Trust (or particular series or
class thereof) entered into in the name or on behalf thereof by any Trustee,
representative or agent of the Trust (or particular series or class thereof) are
made not individually, but in such capacities, and are not binding upon any
Trustee, shareholder, representative or agent of the Trust (or particular series
or class thereof) personally, but bind only the assets of the Trust (or
particular series or class thereof), and all persons dealing with any series
and/or class of shares of the Trust must look solely to the assets of the Trust
belonging to such series and/or class for the enforcement of any claims against
the Trust (or particular series or class thereof).
The execution and delivery of this Agreement have been authorized by the
Trustees, and this Agreement has been signed and delivered by an authorized
officer of the Trust, acting as such, and neither such authorization by the
Trustees nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the Trust (or particular
series or class thereof) as provided in the Trust's organizational documents.
[The rest of this page has been intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
X.X. XXXXXX XXXXXXX MUTUAL FUND GROUP, INC.
X.X. XXXXXX MUTUAL FUND GROUP
X.X. XXXXXX MUTUAL FUND INVESTMENT TRUST
JPMORGAN TRUST I
JPMORGAN TRUST II
X.X. XXXXXX XXXXXXX SERIES TRUST
UNDISCOVERED MANAGERS FUNDS
ON BEHALF OF THEMSELVES AND EACH OF THEIR FUNDS
By: Xxxxxx X. Xxxxx
Title: Senior Vice President
ACCEPTED BY:
JPMORGAN DISTRIBUTION SERVICES, INC.
By: Xxxxx X. Xxxxxx
Title: Vice President
8
SCHEDULE A
TO THE SHAREHOLDER SERVICING AGREEMENT
(EFFECTIVE AS OF FEBRUARY 19, 2005)
NAME OF THE TRUST
NAME OF ENTITY STATE AND FORM OF ORGANIZATION
--------------------------------------------------------------------------------------
X.X. Xxxxxx Xxxxxxx Mutual Fund Group, Inc. Maryland corporation
X.X. Xxxxxx Mutual Fund Group Massachusetts business trust
X.X. Xxxxxx Mutual Fund Investment Trust Massachusetts business trust
JPMorgan Trust I Delaware statutory trust
JPMorgan Trust II Delaware statutory trust
X.X. Xxxxxx Xxxxxxx Series Trust Massachusetts business trust
Undiscovered Managers Funds Massachusetts business trust
9
SCHEDULE B
TO THE
SHAREHOLDER SERVICING AGREEMENT
(EFFECTIVE AS OF FEBRUARY 19, 2005)
MONEY MARKET FUNDS
SHAREHOLDER SERVICING FEE *
(ANNUAL RATE EXPRESSED AS A
PERCENTAGE OF THE AVERAGE DAILY NET
NAME AS OF FEBRUARY 19, 2005 FORMER NAME SHARE CLASS ASSETS OF EACH CLASS OF SHARES)
-----------------------------------------------------------------------------------------------------------------------------------
JPMorgan 100% U.S. Treasury JPMorgan 100% U.S. Treasury
Securities Money Market Fund Securities Money Market Fund Capital 0.05%
Institutional 0.10%
Agency 0.15%
Premier 0.30%
Xxxxxx 0.35%
Reserve 0.30%
JPMorgan California Municipal Money JPMorgan California Tax Free Money
Market Fund Market Fund Xxxxxx 0.35%
JPMorgan Federal Money Market Fund JPMorgan Federal Money Market Fund Institutional 0.10%
Agency 0.15%
Premier 0.30%
Xxxxxx 0.35%
Reserve 0.30%
JPMorgan Liquid Assets Money Market
Fund One Group Prime Money Market Fund Capital 0.05%
Institutional 0.10%
Agency 0.15%
Premier 0.30%
Investor 0.35%
Xxxxxx 0.35%
Reserve 0.30%
Class B 0.25%
Class C 0.25%
JPMorgan Michigan Municipal Money One Group Michigan Municipal Money
Market Fund Market Fund Investor 0.35%
Xxxxxx 0.35%
Reserve 0.30%
JPMorgan Municipal Money Market Fund One Group Municipal Money Market Institutional 0.10%
Agency 0.15%
Premier 0.30%
Xxxxxx 0.35%
Reserve 0.30%
JPMorgan New York Municipal Money JPMorgan New York Tax Free Money
Market Fund Market Fund Xxxxxx 0.35%
Reserve 0.30%
1
SHAREHOLDER SERVICING FEE *
(ANNUAL RATE EXPRESSED AS A
PERCENTAGE OF THE AVERAGE DAILY NET
NAME AS OF FEBRUARY 19, 2005 FORMER NAME SHARE CLASS ASSETS OF EACH CLASS OF SHARES)
-----------------------------------------------------------------------------------------------------------------------------------
JPMorgan Ohio Municipal Money Market One Group Ohio Municipal Money
Fund Market Fund Investor 0.35%
Xxxxxx 0.35%
Reserve 0.30%
JPMorgan Prime Money Market Fund JPMorgan Prime Money Market Fund Capital 0.05%
Institutional 0.10%
Agency 0.15%
Premier 0.30%
Xxxxxx 0.35%
Reserve 0.30%
Class B 0.25%
Class C 0.25%
Cash Management 0.30%
JPMorgan Tax Free Money Market Fund JPMorgan Tax Free Money Market Fund Institutional 0.10%
Agency 0.15%
Premier 0.30%
Xxxxxx 0.35%
Reserve 0.30%
JPMorgan U.S. Government Money One Group Government Money Market
Market Fund Fund Capital 0.05%
Institutional 0.10%
Agency 0.15%
Premier 0.30%
Xxxxxx 0.35%
Reserve 0.30%
JPMorgan U.S. Treasury Plus Money One Group U.S. Treasury Securities
Market Fund Money Market Fund Institutional 0.10%
Agency 0.15%
Premier 0.30%
Investor 0.35%
Xxxxxx 0.35%
Reserve 0.30%
Class B 0.25%
Class C 0.25%
2
EQUITY FUNDS
SHAREHOLDER SERVICING FEE *
(ANNUAL RATE EXPRESSED AS A
PERCENTAGE OF THE AVERAGE DAILY NET
NAME AS OF FEBRUARY 19, 2005 FORMER NAME SHARE CLASS ASSETS OF EACH CLASS OF SHARES)
-----------------------------------------------------------------------------------------------------------------------------------
JPMorgan Asia Equity Fund JPMorgan Xxxxxxx Asia Equity Fund Class A 0.25%
Select 0.25%
Institutional 0.10%
JPMorgan Capital Growth Fund JPMorgan Capital Growth Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Disciplined Equity Fund JPMorgan Disciplined Equity Fund Class A 0.25%
Select 0.25%
Institutional 0.10%
JPMorgan Diversified Fund JPMorgan Diversified Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
Institutional 0.10%
JPMorgan Diversified Mid Cap Fund One Group Diversified Mid Cap Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Diversified Mid Cap Growth One Group Mid Cap Growth Fund
Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Diversified Mid Cap Value One Group Mid Cap Value Fund
Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Dynamic Small Cap Fund JPMorgan Dynamic Small Cap Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Emerging Markets Equity Fund JPMorgan Xxxxxxx Emerging Markets Class A 0.25%
Equity Fund
Class B 0.25%
Select 0.25%
Institutional 0.10%
3
SHAREHOLDER SERVICING FEE *
(ANNUAL RATE EXPRESSED AS A
PERCENTAGE OF THE AVERAGE DAILY NET
NAME AS OF FEBRUARY 19, 2005 FORMER NAME SHARE CLASS ASSETS OF EACH CLASS OF SHARES)
-----------------------------------------------------------------------------------------------------------------------------------
JPMorgan Equity Income Fund One Group Equity Income Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Equity Index Fund One Group Equity Index Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Global Healthcare Fund JPMorgan Global Healthcare Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Growth and Income Fund JPMorgan Growth and Income Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan International Equity Fund JPMorgan Xxxxxxx International
Equity Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
Institutional 0.10%
JPMorgan International Equity Index One Group International Equity
Fund Index Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan International Growth Fund JPMorgan Xxxxxxx International
Growth Fund Class A 0.25%
Class B 0.25%
JPMorgan International Opportunities JPMorgan Xxxxxxx International
Fund Opportunities Fund Class A 0.25%
Class B 0.25%
Select 0.25%
Institutional 0.10%
JPMorgan International Small Cap JPMorgan Xxxxxxx International
Equity Fund Small Cap Equity Fund Class A 0.25%
Class B 0.25%
Select 0.25%
Institutional 0.10%
4
SHAREHOLDER SERVICING FEE *
(ANNUAL RATE EXPRESSED AS A
PERCENTAGE OF THE AVERAGE DAILY NET
NAME AS OF FEBRUARY 19, 2005 FORMER NAME SHARE CLASS ASSETS OF EACH CLASS OF SHARES)
-----------------------------------------------------------------------------------------------------------------------------------
JPMorgan International Value Fund JPMorgan Xxxxxxx International
Value Fund Class A 0.25%
Class B 0.25%
Select 0.25%
Institutional 0.10%
JPMorgan Intrepid America Fund JPMorgan Intrepid America Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Intrepid Contrarian Fund JPMorgan Intrepid Investor Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Intrepid European Fund JPMorgan Xxxxxxx Intrepid European
Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
Institutional 0.10%
JPMorgan Intrepid Growth Fund JPMorgan Intrepid Growth Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Intrepid Value Fund JPMorgan Intrepid Value Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Investor Balanced Fund One Group Investor Balanced Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Investor Conservative One Group Investor Conservative
Growth Fund Growth Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Investor Growth Fund One Group Investor Growth Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
5
SHAREHOLDER SERVICING FEE *
(ANNUAL RATE EXPRESSED AS A
PERCENTAGE OF THE AVERAGE DAILY NET
NAME AS OF FEBRUARY 19, 2005 FORMER NAME SHARE CLASS ASSETS OF EACH CLASS OF SHARES)
-----------------------------------------------------------------------------------------------------------------------------------
JPMorgan Investor Growth & Income One Group Investor Growth & Income
Fund Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Japan Fund JPMorgan Xxxxxxx Japan Fund Class A 0.25%
Class B 0.25%
JPMorgan Large Cap Growth Fund One Group Large Cap Growth Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Large Cap Value Fund One Group Large Cap Value Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Market Expansion Index Fund One Group Market Expansion Index
Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Market Neutral Fund JPMorgan Market Neutral Fund Class A 0.25%
Class B 0.25%
Institutional 0.10%
JPMorgan Mid Cap Equity Fund JPMorgan Mid Cap Equity Fund Class A 0.25%
Class B 0.25%
Select 0.25%
JPMorgan Mid Cap Growth Fund JPMorgan Mid Cap Growth Fund Class A 0.25%
Class B 0.25%
JPMorgan Mid Cap Value Fund JPMorgan Mid Cap Value Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
Institutional 0.10%
JPMorgan Multi-Cap Market Neutral One Group Market Neutral Fund
Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Multi-Manager Small Cap JPMorgan Multi-Manager Small Cap No Class
Growth Fund Growth Fund Designation 0.25%
JPMorgan Multi-Manager Small Cap JPMorgan Multi-Manager Small Cap No Class 0.25%
Value Fund Value Fund Designation
6
SHAREHOLDER SERVICING FEE *
(ANNUAL RATE EXPRESSED AS A
PERCENTAGE OF THE AVERAGE DAILY NET
NAME AS OF FEBRUARY 19, 2005 FORMER NAME SHARE CLASS ASSETS OF EACH CLASS OF SHARES)
-----------------------------------------------------------------------------------------------------------------------------------
JPMorgan Small Cap Core Fund JPMorgan Trust Small Cap Equity
Fund Select 0.25%
JPMorgan Small Cap Equity Fund JPMorgan Small Cap Equity Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Small Cap Growth Fund One Group Small Cap Growth Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
Institutional 0.10%
JPMorgan Small Cap Value Fund One Group Small Cap Value Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Strategic Small Cap Value One Group Strategic Small Cap
Fund Value Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Tax Aware Disciplined JPMorgan Tax Aware Disciplined
Equity Fund Equity Fund Institutional 0.10%
JPMorgan Tax Aware International JPMorgan Xxxxxxx Tax Aware
Opportunities Fund International Opportunities Fund Class A 0.25%
Institutional 0.10%
JPMorgan Tax Aware Large Cap Growth JPMorgan Tax Aware Large Cap
Fund Growth Fund Select 0.25%
JPMorgan Tax Aware Large Cap Value JPMorgan Tax Aware Large Cap Value
Fund Fund Select 0.25%
JPMorgan Tax Aware U.S. Equity Fund JPMorgan Tax Aware U.S. Equity Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
Institutional 0.10%
JPMorgan Technology Fund One Group Technology Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan U.S. Equity Fund JPMorgan U.S. Equity Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
7
SHAREHOLDER SERVICING FEE *
(ANNUAL RATE EXPRESSED AS A
PERCENTAGE OF THE AVERAGE DAILY NET
NAME AS OF FEBRUARY 19, 2005 FORMER NAME SHARE CLASS ASSETS OF EACH CLASS OF SHARES)
-----------------------------------------------------------------------------------------------------------------------------------
Institutional 0.10%
JPMorgan U.S. Real Estate Fund One Group Real Estate Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan U.S. Small Company Fund JPMorgan U.S. Small Company Fund Select 0.25%
Institutional 0.10%
JPMorgan Value Advantage Fund N/A Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
Institutional 0.10%
UM Multi-Strategy Fund UM Multi-Strategy Fund Institutional 0.10%
Undiscovered Managers Small Cap UM Small Cap Growth Fund
Growth Fund Class A 0.25%
Institutional 0.10%
Undiscovered Managers Behavioral Undiscovered Managers Behavioral
Growth Fund Growth Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Institutional 0.10%
Investor Class 0.35%
Undiscovered Managers Behavioral Undiscovered Managers Behavioral
Value Fund Value Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Institutional 0.10%
Undiscovered Managers REIT Fund Undiscovered Managers REIT Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Institutional 0.10%
8
FIXED INCOME FUNDS
SHAREHOLDER SERVICING FEE *
(ANNUAL RATE EXPRESSED AS A
PERCENTAGE OF THE AVERAGE DAILY NET
NAME AS OF FEBRUARY 19, 2005 FORMER NAME SHARE CLASS ASSETS OF EACH CLASS OF SHARES)
-----------------------------------------------------------------------------------------------------------------------------------
JPMorgan Arizona Municipal Bond Fund One Group Arizona Municipal Bond
Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Bond Fund JPMorgan Bond Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
Institutional 0.10%
JPMorgan California Tax Free Bond
Fund JPMorgan California Bond Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
Institutional 0.10%
JPMorgan Core Bond Fund One Group Bond Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Core Plus Bond Fund One Group Income Bond Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Enhanced Income Fund JPMorgan Enhanced Income Fund Class A 0.25%
Select 0.25%
Institutional 0.10%
JPMorgan Emerging Markets Debt Fund JPMorgan Xxxxxxx Emerging Markets
Debt Fund Select 0.25%
JPMorgan Global Strategic Income JPMorgan Global Strategic Income
Fund Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
Institutional 0.10%
Class M 0.30%
9
SHAREHOLDER SERVICING FEE *
(ANNUAL RATE EXPRESSED AS A
PERCENTAGE OF THE AVERAGE DAILY NET
NAME AS OF FEBRUARY 19, 2005 FORMER NAME SHARE CLASS ASSETS OF EACH CLASS OF SHARES)
-----------------------------------------------------------------------------------------------------------------------------------
JPMorgan Government Bond Fund One Group Government Bond Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan High Yield Bond Fund One Group High Yield Bond Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Intermediate Bond Fund One Group Intermediate Bond Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Intermediate Tax Free Bond JPMorgan Intermediate Tax Free
Fund Income Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
Institutional 0.10%
JPMorgan Kentucky Municipal Bond One Group Kentucky Municipal Bond
Fund Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Louisiana Municipal Bond One Group Louisiana Municipal Bond
Fund Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Michigan Municipal Bond One Group Michigan Municipal Bond
Fund Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Mortgage-Backed Securities One Group Mortgage-Backed
Fund Securities Fund Class A 0.25%
Select 0.25%
JPMorgan Municipal Income Fund One Group Municipal Income Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
10
SHAREHOLDER SERVICING FEE *
(ANNUAL RATE EXPRESSED AS A
PERCENTAGE OF THE AVERAGE DAILY NET
NAME AS OF FEBRUARY 19, 2005 FORMER NAME SHARE CLASS ASSETS OF EACH CLASS OF SHARES)
-----------------------------------------------------------------------------------------------------------------------------------
JPMorgan New Jersey Tax Free Bond JPMorgan New Jersey Tax Free Income
Fund Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan New York Tax Free Bond Fund JPMorgan New York Intermediate Tax
Free Income Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
Institutional 0.10%
JPMorgan Ohio Municipal Bond Fund One Group Ohio Municipal Bond Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Short Duration Bond Fund One Group Short-Term Bond Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Short Term Bond Fund JPMorgan Short Term Bond Fund Class A 0.25%
Select 0.25%
Institutional 0.10%
JPMorgan Short Term Bond Fund II JPMorgan Short Term Bond Fund II Class A 0.25%
Select 0.25%
Class M 0.25%
JPMorgan Short Term Municipal Bond One Group Short-Term Municipal Bond
Fund Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Tax Aware Enhanced Income JPMorgan Tax Aware Enhanced Income
Fund Fund Class A 0.25%
Select 0.25%
Institutional 0.10%
JPMorgan Tax Aware Real Income Fund JPMorgan Tax Aware Real Income Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Institutional 0.10%
JPMorgan Tax Aware JPMorgan Tax Aware
Short-Intermediate Income Fund Short-Intermediate Income Fund Select 0.25%
Institutional 0.10%
11
SHAREHOLDER SERVICING FEE *
(ANNUAL RATE EXPRESSED AS A
PERCENTAGE OF THE AVERAGE DAILY NET
NAME AS OF FEBRUARY 19, 2005 FORMER NAME SHARE CLASS ASSETS OF EACH CLASS OF SHARES)
-----------------------------------------------------------------------------------------------------------------------------------
JPMorgan Tax Free Bond Fund One Group Tax-Free Bond Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Treasury & Agency Fund One Group Treasury & Agency Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan Ultra Short Term Bond Fund One Group Ultra Short-Term Bond Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
JPMorgan West Virginia Municipal One Group West Virginia Municipal
Bond Fund Bond Fund Class A 0.25%
Class B 0.25%
Class C 0.25%
Select 0.25%
* Up to 0.25% of this fee may be for the Shareholder Services described in
Section 2.2 of this Agreement.
12
