DISTRIBUTION AGREEMENT
THIS AGREEMENT made as of December 20, 2001 by and between JPMORGAN VALUE
OPPORTUNITIES FUND, INC. (the "Company" or "Fund"), a Maryland Corporation, and
▇.▇. ▇▇▇▇▇▇ FUND DISTRIBUTORS, INC. (the "Distributor"), an indirect
wholly-owned subsidiary of THE BISYS GROUP, INC., a Delaware corporation.
W I T N E S S E T H :
- - - - - - - - - -
In consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
First:
(A) The Company on behalf of each of its classes and any new
classes to be created hereby appoints the Distributor as its exclusive
underwriter to promote and arrange for the sale of shares of each
class of the Company in jurisdictions wherein shares may legally be
offered for sale. The Company shall notify the Distributor in writing
of all states in which its shares are qualified for offer and sale,
including any limitations with respect to offers or sales in such
states. In addition, the Distributor shall receive payment for certain
distribution expenses if and to the extent provided for pursuant to
Rule 12b-1 distribution plans ("12b-1 Plans") adopted by the Company.
(B) The Company agrees to sell and deliver its unissued shares of
each class, as from time to time shall be effectively registered under
the Securities Act of 1933 (the "1933 Act"), upon the terms
hereinafter set forth.
Second: The Company hereby authorizes the Distributor, subject to law
and the Articles of Incorporation of the Company (the "Fund's Articles"),
to accept, for the account of each class of the Company, orders for the
purchase of shares, satisfactory to the Distributor, as of the time of
receipt of such orders or as otherwise described in the then current
Prospectus and Statement of Additional Information of the Company.
Third: The price at which the shares may be sold (the "offering
price") shall be the net asset value per share plus any sales charge that
may be imposed on any class of shares. For the purpose of computing the
offering price, the net asset value per share and the sales charge, if any,
shall be determined in the manner provided in the Registration Statement of
the Company, as amended from time to time.
Fourth: The Distributor shall use its best efforts with reasonable
promptness to promote and sell shares of each class of the Company. The
Distributor, with the consent of the Company, may enter into agreements
with selected broker-dealers ("Selected Dealers") for the purpose of sale
and redemption of shares of each class of the Company upon terms consistent
with those found in this Agreement. The Distributor shall not be obligated
to sell any certain number of shares of the Fund. Each class of the Company
reserves the right to issue shares in connection with any merger or
consolidation of the Company or any series with any other investment
company or any personal holding company or in connection with offers of
exchange exempted from Section 11(a) of the Investment Company Act of 1940
(the "Act").
Fifth: All sales literature and advertisements used by the Distributor
in connection with sales of shares of any share class of the Company shall
be subject to the approval of the Company. The Company authorizes the
Distributor in connection with the sale or arranging for the sale of the
shares to give only such information and to make only such statements or
representations as are contained in the then current Prospectus and
Statement of Additional Information of the Company or in sales literature
or advertisements approved for any class by the Company or in such
financial statements and reports as are furnished to the Distributor
pursuant to this Agreement. The Company shall not be responsible in any way
for any information, statements or representations given or made by the
Distributor or its representative or agents other than such information,
statements or representations contained in the then current Prospectuses
and Statement of Additional Information or other financial statements of
the Company or any sales literature or advertisements approved by the
Company.
Sixth: The Distributor, as agent of the Company, and any Selected
Dealer entering into a Selected Dealer Agreement with the Distributor are
authorized, subject to the direction of the Company, to accept shares of
the Company for redemption at their net asset value less any applicable
deferred sales charge, determined as prescribed in the then current
Prospectus and Statement of Additional Information of the Company.
Seventh: The Company shall cause to be delivered to the Distributor
all books, records, and other documents and papers relating to the federal
and state registration of Company shares, as well as all books, records and
other documents and papers relating in any way to the distribution of
Company shares.
Eighth: The Company shall bear:
(A) the costs and expenses incurred in connection with the
registration of the shares of each class of the Company under the 1933
Act (including any amendment to any Registration Statement or
Prospectus or Statement of Additional Information), and all expenses
in connection with preparing, printing and distributing the Prospectus
or Statement of Additional Information except as set forth in
Paragraph NINTH hereof;
(B) the expenses of qualification of the shares of each class of
the Company for sale in connection with such public offerings in such
states as shall be selected by the Distributor and of continuing the
qualification therein until the Distributor notifies the Company that
it does not wish such qualification continued; and
(C) all legal expenses in connection with the foregoing.
Ninth: The Distributor shall provide certain distribution services
including:
(A) review and approval of all required filings of advertising
and promotional materials with the National Association of Securities
Dealers, Inc., which filings shall be made by ▇.▇. ▇▇▇▇▇▇ Advisors,
Inc. or another registered broker-dealer that is affiliated with ▇.▇.
▇▇▇▇▇▇ ▇▇▇▇▇ & Co.;
(B) bearing the expenses of:
(i) the printing, distribution and filing of prospectuses
and statements of additional information after such
have been typeset (other than those prospectuses and
statements of additional information required by
applicable laws and regulations to be distributed to
the existing shareholders of the Company);
(ii) any promotional or sales literature which is used by
the Distributor or furnished by the Distributor to
purchasers or dealers in connection with the
Distributor's activities pursuant to this Agreement
(unless paid for by any 12b-1 Plan adopted by the
Company);
(iii)any advertising used by the Distributor in connection
with such public offering (unless paid for by any 12b-1
Plan adopted by the Company); and
(iv) all legal expenses in connection with the foregoing;
and
(C) such other activities as the Company shall direct.
Tenth: The Distributor will accept orders for shares of a series of the
Company only to the extent of purchase orders actually received and not in
excess of such orders, and it will not avail itself of any opportunity of making
a profit by expediting or withholding orders.
Eleventh: The Company shall keep the Distributor fully informed with regard
to its affairs and shall furnish the Distributor with a certified copy of all
financial statements and any amendments to its Registration Statement under the
1933 Act.
Twelfth:
(A) The Company and the Distributor shall each comply with all
applicable provisions of the Act, the 1933 Act and the rules and
regulations of the National Association of Securities Dealers, Inc. and of
all other Federal and state laws, rules and regulations governing the
issuance and sale of shares of the Company.
(B) The Distributor shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Company in connection with
the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on the Distributor's
part in the performance of its duties or from reckless disregard by it of
its obligations and duties under this Agreement.
(C) In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties hereunder on the part of the
Distributor or any of its officers, directors or employees, the Company
agrees to indemnify the Distributor and any controlling person of the
Distributor against any and all claims, demands, liabilities and expenses
(including reasonable attorney's fees) which the Distributor may incur (i)
based on any act or omission in the course of, or connected with, rendering
services hereunder, (ii) based on any representations made herein by the
Company; (iii) based on any act or omission of any prior Distributor (in
its capacity as Distributor), Administrator or Adviser to the Company,
including the registration or failure to register any shares of the Company
in accordance with state or federal laws or resulting from or relating to
any books or records delivered to the Distributor in connection with its
responsibilities under this Agreement and occurring prior to the date of
this Agreement; and (iv) under the 1933 Act, or common law or otherwise,
arising out of or based upon any alleged untrue statement of a material
fact contained in any Registration Statement, Statements of Additional
Information or Prospectuses of the Company, or any omission to state a
material fact therein, the omission of which makes any statement contained
therein misleading, unless such statement or omission was made in reliance
upon, and in conformity with written information furnished to the Company
in connection therewith by or on behalf of the Distributor.
(D) The Distributor shall indemnify the Company against any and all
claims, demands, liabilities and expenses which the Company may incur under
the 1933 Act, or common law or otherwise, arising out of or based upon any
alleged untrue statement of material fact contained in any Registration
Statement, Statements of Additional Information or Prospectuses of the
Company, or any omission to state a material fact therein if such statement
or omission was made in reliance upon, and in conformity with, written
information furnished to the Company in connection therewith by the
Distributor.
Thirteenth: Nothing herein contained shall require the Company to take any
action contrary to any provision of its Declaration of Trust or to any
applicable statute or regulation.
Fourteenth:
(A) This Agreement shall go into effect at the close of business on
the date hereof and, unless terminated as hereinafter provided, shall
continue in effect until December 31, 2002, and from year to year
thereafter, but only so long as such continuance is specifically approved
at least annually by the Company's Board of Directors, including the vote
of a majority of the Directors who are not parties to this Agreement or
"interested persons" (as defined in the Act) of any such party cast in
person at a meeting called for the purpose of voting on such approval, or
by the vote of the holders of a "majority" (as so defined) of the
outstanding voting securities of the applicable series and by such vote of
the Directors.
(B) This Agreement may be terminated by the Distributor at any time
without penalty upon giving the Board of Directors of the Company sixty
(60) days' written notice (which notice may be waived by the Company) and
may be terminated by the Board of Directors of the Company at any time
without penalty upon giving the Distributor sixty (60) days' written notice
(which may be waived by the Distributor), provided that such termination by
the Board of Directors of the Company shall be directed or approved by the
vote of a majority of all of its Directors in office at the time, including
a majority of the Directors who are not interested persons (as defined in
the Act) of the Company, or by the vote of the holders of a majority (as
defined in the Act) of the voting securities of each series of the Company
at the time outstanding and entitled to vote. This Agreement shall
automatically terminate in the event of its assignment, the term
"assignment" for this purpose having the meaning defined in Section 2(a)(4)
of the Act.
Fifteenth: The Distributor may at any time or times in its discretion and
at its own expense appoint (and may at any time remove) an agent or agents to
carry out such of the provisions of Article NINTH herein as the Distributor may
from time to time direct; provided, however, that the appointment of any agent
shall not relieve the Distributor of its responsibilities or liabilities
hereunder.
Sixteenth: A copy of the Fund's Articles is on file with the Secretary of
the State of Maryland.
Seventeenth: Any notice under this Agreement shall be in writing, addressed
and delivered, or mailed, postage paid, to the other party at such address as
such other party may designate for the receipt of such notices. Until further
notice to the other party, it is agreed that the address of the Company shall be
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and the Distributor
shall be ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
First:
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the day and year first above
written.
ATTEST: JPMORGAN VALUE OPPORTUNITIES
FUND, INC.
_____________________________ By: _____________________________
▇.▇. ▇▇▇▇▇▇ FUND DISTRIBUTORS, INC., an
indirect wholly-owned subsidiary of
THE BISYS GROUP, INC.
ATTEST:
By: _____________________________
-----------------------------
