Exhibit 99(g)(4)
FUND ACCOUNTING SERVICES AGREEMENT
NOVEMBER 30, 2005
FUND ACCOUNTING SERVICES AGREEMENT
TABLE OF CONTENTS
SECTION PAGE
------- ----
1. Appointment 1
2. Representations and Warranties 1
3. Delivery of Documents 3
4. Services Provided 3
5. Fees and Expenses 4
6. Limitation of Liability and Indemnification 6
7. Term 8
8. Notices 9
9. Waiver 9
10. Force Majeure 9
11. Amendments 10
12. Severability 10
13. Governing Law 10
14. Confidentiality 10
Signatures 11
PAGE
----
Schedule A -- Fund Listing A-1
Schedule B -- Fees and Expenses B-1
Schedule C -- Fund Accounting Services Description C-1
FUND ACCOUNTING SERVICES AGREEMENT
This AGREEMENT is made as of the dates set forth below and is between X.X.
Xxxxxx Investor Services Co. ("JPMIS"), a Delaware corporation and
JPMorgan
Trust I ("Trust"), a Delaware statutory trust, and each series of the Trust
(referred to herein as a "Fund") listed in SCHEDULE A.
W I T N E S S E T H:
WHEREAS, each Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, Trust wishes to contract with JPMIS to provide certain
services with respect to the Funds;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. Trust hereby appoints JPMIS to provide services for the
Funds, as described hereinafter, subject to the supervision of the Board of
Trustees of the Trust (the "Board"), for the period and on the terms set forth
in this Agreement. JPMIS accepts such appointment and agrees to furnish the
services herein set forth in return for the compensation as provided in Section
5 of and Schedule B to this Agreement.
2. REPRESENTATIONS AND WARRANTIES.
(a) JPMIS represents and warrants to the Trust and the Funds that:
(i) JPMIS is a corporation, duly organized and existing under
the laws of the State of Delaware;
(ii) JPMIS is duly qualified to carry on its business in the
Commonwealth of Massachusetts;
(iii) JPMIS is empowered under applicable laws and by its
Articles of Incorporation and By-Laws to enter into and perform this Agreement;
(iv) all requisite corporate proceedings have been taken to
authorize JPMIS to enter into and perform this Agreement;
(v) JPMIS has, and will continue to have, access to the
facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;
1
(vi) no legal or administrative proceedings have been
instituted or threatened which would impair JPMIS's ability to perform its
duties and obligations under this Agreement; and
(vii) JPMIS's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of JPMIS or any law or regulation applicable to JPMIS;
(b) Trust represents and warrants to JPMIS that:
(i) Trust is a Delaware statutory trust, duly organized and
existing and in good standing under the laws of Delaware;
(ii) Trust is empowered under applicable laws and by its
Charter Document and By-Laws to enter into and perform this Agreement;
(iii) all requisite proceedings have been taken to authorize
Trust to enter into and perform this Agreement;
(iv) to the best of Trust's knowledge, the Funds are
investment companies properly registered under the 1940 Act;
(v) to the best of Trust's knowledge, a registration
statement under the Securities Act of 1933, as amended ("1933 Act") and the 1940
Act on Form N-1A for each Fund has been filed and will be effective and will
remain effective during the term of this Agreement, and all necessary filings
under the laws of the states will have been made and will be current during the
term of this Agreement;
(vi) no legal or administrative proceedings have been
instituted or threatened which would impair Trust's ability to perform its
duties and obligations under this Agreement;
(vii) to the best of Trust's knowledge, each Fund's
registration statements comply in all material respects with the 1933 Act and
the 1940 Act (including the rules and regulations thereunder) and none of the
Fund's prospectuses and/or statements of additional information contain any
untrue statement of material fact or omit to state a material fact necessary to
make the statements therein not misleading; and
2
(viii) Trust's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of Trust or any law or regulation applicable to it.
3. DELIVERY OF DOCUMENTS. On behalf of each Fund, Trust will promptly
furnish to JPMIS such copies, properly certified or authenticated, of contracts,
documents and other related information that JPMIS may request or requires to
properly discharge its duties. Such documents may include but are not limited to
the following:
(a) Resolutions of the Board authorizing the appointment of JPMIS to
provide certain services to the Funds and approving this Agreement;
(b) Charter Document;
(c) By-Laws;
(d) Notification of Registration on Form N-8A under the 1940 Act as
filed with the Securities and Exchange Commission ("SEC");
(e) Registration statements including exhibits, as amended, on Form
N-1A (the "Registration Statement") under the 1933 Act and the 1940 Act, as
filed with the SEC;
(f) Copies of the Investment Advisory Agreement between the Fund(s)
and its investment adviser(s) (the "Advisory Agreement");
(g) Opinions of counsel and auditors' reports;
(h) Prospectus(es) and statement(s) of additional information
relating to all funds, series, portfolios and classes, as applicable, and all
amendments and supplements thereto (such Prospectus(es) and Statement(s) of
Additional Information and supplements thereto, as presently in effect and as
from time to time hereafter amended and supplemented, herein called the
"Prospectuses"); and
(i) Such other agreements as the Funds may enter into from time to
time including securities lending agreements, futures and commodities account
agreements, brokerage agreements and options agreements.
4. SERVICES PROVIDED.
(a) JPMIS will provide fund accounting services subject to the
control, direction and supervision of Trust and the Board and in compliance with
the objectives, policies and limitations set forth in the Fund's Registration
Statement, Charter Document and By-Laws;
3
applicable U.S. laws and regulations; and all resolutions and policies
implemented by the Board, of which JPMIS has been notified by the Fund. A
detailed description of the services is contained in Schedule C to this
Agreement.
(b) JPMIS will also:
(i) provide office facilities with respect to the provision
of the services contemplated herein (which may be in the offices of JPMIS or a
corporate affiliate of JPMIS);
(ii) provide or otherwise obtain personnel sufficient for
provision of the services contemplated herein;
(iii) furnish equipment and other materials, which are
necessary or desirable for provision of the services contemplated herein; and
(iv) as described in more detail in Schedule C, keep records
relating to the services provided hereunder in such form and manner as JPMIS may
deem appropriate or advisable.
5. FEES AND EXPENSES.
(a) As compensation for the services rendered to the Funds pursuant
to this Agreement, each Fund shall pay JPMIS monthly fees determined as set
forth in Schedule B to this Agreement. Such fees are to be billed monthly and
shall be due and payable upon receipt of the invoice. Upon any termination of
the provision of services under this Agreement before the end of any month, the
fee for the part of the month before such termination shall be prorated
according to the proportion which such part bears to the full monthly period and
shall be payable upon the date of such termination.
(b) For the purpose of determining fees calculated as a function of
the Funds' assets, the value of the Funds' assets and net assets shall be
computed as required by its currently effective Prospectus, generally accepted
accounting principles, and resolutions of the Board.
(c) Trust may request additional services, additional processing, or
special reports, with such specifications and requirements documentation as may
be reasonably required by JPMIS. In addition, significant regulatory and legal
changes and changes in the Funds' status may necessitate additional services,
processing or reports. In either instance, if JPMIS elects to provide such
services or arrange for their provision, it shall be entitled to additional fees
and expenses at negotiated rates and charges.
4
(d) JPMIS will bear its own expenses in connection with the
performance of the services under this Agreement except as provided herein or as
agreed to by the parties. Trust agrees to promptly reimburse JPMIS for any
services, equipment or supplies ordered by Trust through JPMIS and for any other
expenses that JPMIS may incur on Trust's behalf at Trust's or a Fund's request
or as consented to by Trust. Such other expenses to be incurred in the operation
of the Funds and to be borne by Trust or the Funds, include, but are not limited
to: taxes; interest; brokerage fees and commissions; salaries and fees of
officers and trustees who are not officers, directors, shareholders or employees
of JPMIS, or the Funds' investment adviser or distributor; SEC and state Blue
Sky registration and qualification fees, levies, fines and other charges; XXXXX
filing fees, processing services and related fees; postage and mailing costs;
costs of share certificates; advisory and administration fees; charges and
expenses of pricing and data services, independent public accountants and
custodians; insurance premiums including fidelity bond premiums; legal expenses;
consulting fees; customary bank charges and fees; costs of maintenance of trust
existence; expenses of typesetting and printing of Prospectuses for regulatory
purposes and for distribution to current shareholders of the Funds (the Funds'
distributor to bear the expense of all other printing, production, and
distribution of Prospectuses, and marketing materials); expenses of printing and
production costs of shareholders' reports and proxy statements and materials;
expenses of proxy solicitation, proxy tabulation and annual meetings; costs and
expenses of Fund stationery and forms; costs and expenses of special telephone
and data lines and devices; costs associated with trust, shareholder, and Board
meetings; trade association dues and expenses; reprocessing costs to JPMIS
caused by third party errors; copying charges; microfilm and storage, audio
response unit costs; corporate action services; service termination and
conversion costs; any expenses necessitated by regulatory or legal changes; and
any extraordinary expenses and other customary Fund expenses. In addition, JPMIS
may utilize one or more independent pricing services to obtain securities prices
and to act as backup to the primary pricing services designated by Trust or the
Funds, in connection with determining the net asset values of the Funds. Trust
will reimburse JPMIS for the Funds' share of the cost of such services based
upon the actual usage, or a pro-rata estimate of the use, of the services for
the benefit of the Funds.
5
(e) All fees, out-of-pocket expenses, or additional charges of JPMIS
shall be billed on a monthly basis and shall be due and payable upon receipt of
the invoice.
6. LIMITATION OF LIABILITY AND INDEMNIFICATION.
(a) JPMIS shall exercise reasonable care, prudence and diligence in
carrying out all its duties and obligations under this Agreement, and shall be
liable to Trust and the Funds for any and all claims, liabilities, losses,
damages fines, penalties and expenses including out-of-pocket and incidental
expenses and legal fees ("Losses") suffered or incurred by Trust or the Funds
resulting from the failure of JPMIS to exercise such reasonable care, prudence
and diligence or resulting from JPMIS's negligence or willful misconduct. In
addition, JPMIS shall be liable to Trust and the Funds for all Losses
representing reasonable costs and expenses incurred by Trust or the Funds in
connection with any claim by Trust or the Funds against JPMIS arising from the
obligations of JPMIS hereunder, including, without limitation, all reasonable
attorneys' fees and expenses incurred by Trust or the Funds in connection with
any investigations, lawsuits or proceedings relating to such claim; provided
that Trust or a Fund has recovered from JPMIS for such claim.
(b) JPMIS shall not be responsible for, and Trust shall indemnify and
hold JPMIS and its directors, officers, agents and employees (collectively the
"Indemnitees") harmless from and against any and all Losses that may be imposed
on, incurred by, or asserted against, the Indemnitees or any of them in the
performance of its/their duties hereunder, including but not limited to those
arising out of or attributable to:
(i) any and all actions of the Indemnitees required to be
taken pursuant to this Agreement;
(ii) the reliance on or use by the Indemnitees of information,
records, or documents which are received by the Indemnitees and furnished to it
or them by Trust or on behalf of a Fund, and which have been prepared or
maintained by Trust, a Fund or any third party on behalf of a Fund;
(iii) Trust's refusal or failure to comply with the terms of
this Agreement or Trust's lack of good faith, or its actions, or lack thereof,
involving negligence or willful misfeasance;
(iv) the breach of any representation or warranty of Trust
hereunder;
6
(v) following any instructions or other directions reasonably
believed to be requests of Trust or otherwise duly authorized, and upon which
JPMIS is authorized to rely pursuant to the terms of this Agreement;
(vi) any delays, inaccuracies, errors in or omissions from
information or data provided to JPMIS by Trust, the Funds, their investment
advisers and/or sub-advisers, and providers of other services such as data
services, corporate action services, pricing services or securities brokerage;
(vii) any failure of a Fund's registration statement to comply
with the 1933 Act and the 1940 Act (including the rules and regulations
thereunder) and any other applicable laws, or any untrue statement of a material
fact or omission of a material fact necessary to make any statement therein not
misleading in a Fund's prospectus;
(iix) the actions taken by Trust, a Fund, its investment
adviser and/or sub-advisers, and its distributor in compliance with applicable
securities, tax, commodities and other laws, rules and regulations, or the
failure to so comply; and
(ix) all actions, inactions, omissions, or errors caused by
third parties to whom Trust or the Indemnitees have assigned any rights and/or
delegated any duties under this Agreement at the request of or as required by
Trust.
(c) In addition to and not in limitation of paragraph (b) immediately
above, Trust also agrees to indemnify and hold the Indemnitees and each of them
harmless from and against any and all Losses that may be imposed on, incurred
by, or asserted against, the Indemnitees or any of them in connection with or
arising out of JPMIS's performance under this Agreement, provided the
Indemnitees have acted with reasonable care and prudence and have not acted with
negligence or engaged in willful misconduct.
(d) In performing its services hereunder, JPMIS shall be entitled to
rely on any oral or written instructions, notices or other communications,
including electronic transmissions, from Trust, a Fund and its custodians,
officers and directors, investment advisers and sub-advisers, investors, agents
and other service providers which JPMIS reasonably believes to be genuine, valid
and authorized. JPMIS shall also be entitled to consult with and rely on the
advice and opinions of outside legal counsel and public accountants retained by
a Fund, as necessary or appropriate.
7
(e) Anything in this agreement to the contrary notwithstanding, in no
event shall JPMIS be liable for any indirect, incidental, special or
consequential losses or damages of any kind whatsoever (including but not
limited to lost profits), even if JPMIS has been advised of the likelihood of
such loss or damage and regardless of the form of action in which any such loss
or damage may be claimed. This provision shall survive the termination of this
Agreement.
7. TERM. This Agreement shall become effective on the date first
hereinabove written and may be modified or amended from time to time by mutual
agreement between the parties hereto. The Agreement shall continue in effect
until terminated in writing. Upon termination of this Agreement, Trust shall pay
to JPMIS such compensation and any out-of-pocket or other reimbursable expenses
which may become due or payable under the terms hereof as of the date of
termination or after the date that the provision of services ceases, whichever
is later. In the event of late payment or non-payment, JPMIS shall have the
right to retain the records of Trust or the Funds until all fees and monies due
JPMIS are paid.
8. NOTICES. Any notice required or permitted hereunder shall be in
writing and shall be deemed effective on the date of personal delivery (by
private messenger, courier service or otherwise) or upon confirmed receipt of
telex or facsimile, whichever occurs first, or upon receipt if by mail to the
parties at the following address (or such other address as a party may specify
by notice to the other):
If to Trust:
[insert contact address]
Attention:
Fax:
If to JPMIS:
JPMIS Investor Services Co.
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: General Counsel
Fax: (000) 000-0000
9. WAIVER. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the
8
right thereafter to insist upon strict adherence to that term or any term of
this Agreement. Any waiver must be in writing signed by the waiving party.
10. FORCE MAJEURE. JPMIS shall not be responsible or liable for any harm,
loss or damage suffered by the Funds, their investors, or other third parties or
for any failure or delay in performance of JPMIS's obligations under this
Agreement arising out of or caused, directly or indirectly, by circumstances
beyond JPMIS's control. In the event of a force majeure, any resulting harm,
loss, damage, failure or delay by JPMIS will not give the Funds the right to
terminate this Agreement.
11. AMENDMENTS. This Agreement may be modified or amended from time to
time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
12. SEVERABILITY. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.
13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE SUBSTANTIVE
LAWS OF THE STATE OF
NEW YORK.
14. CONFIDENTIALITY. JPMIS shall keep confidential, and will direct its
employees to keep confidential, all non-public information concerning the Funds'
portfolio holdings and other confidential information of Trust or the Funds
(collectively, "Trust Confidential Information") obtained hereunder from or on
behalf of the Funds or Trust. JPMIS will use Trust Confidential Information only
for the purposes of providing services under this Agreement and will disclose
such Trust Confidential Information only to the extent necessary to provide the
services specified in this Agreement or as required by law. Trust shall keep
confidential all confidential information provided to it by JPMIS under this
Agreement ("JPM Confidential Information"), except to the extent that disclosure
is required by applicable law or with the consent of JPMIS. Confidential
information of a disclosing party shall in no event include information which
the receiving party (i) knew at the time of first disclosure to it; (ii) is or
becomes generally known in the industry or public knowledge without default by
the receiving party of its obligations hereunder; or (iii) can demonstrate, from
written records, has
9
been independently developed through employees none of whom had access to
confidential information. A receiving party may disclose the other party's
confidential information pursuant to regulatory requests or competent judicial
order provided that such party provides to the other party, to the extent
permitted by law, prompt notice of such requests or order to permit the other
party to seek an appropriate protective order or otherwise intervene to protect
its confidential information. Notwithstanding anything herein that may be to the
contrary, a receiving party may disclose confidential information of the other
party to its regulatory authority having supervisory jurisdiction over it
pursuant to a request made during the course of a supervisory examination or
otherwise.
10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
JPMORGAN TRUST I
By: /s/ Xxxxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Treasurer
X.X. XXXXXX INVESTOR SERVICES CO.
By: /s/ Xxxxxxxx Xxxxx
-----------------------------
Name: Xxxxxxxx Xxxxx
Title: Senior Vice President
11
FUND ACCOUNTING SERVICES AGREEMENT
Schedule A
JPMORGAN TRUST I
Highbridge Statistical Market Neutral Fund
SCHEDULE B
FUND ACCOUNTING FEE SCHEDULE
The following schedule shall be employed in the calculation of the fees payable
for the services provided under the Agreement. For purposes of determining the
asset levels at which a Tier applies, assets for that fund type across the
entire JPMorgan Funds Complex (which shall be defined to include any 1940 Act
Fund, commingled funds or Rule 3c-7 fund which is advised or sub-advised by an
entity which is a subsidiary of JPMorgan Chase & Co.) shall be used.
FUND ACCOUNTING SERVICES AGREEMENT
SCHEDULE C
DESCRIPTION OF FUND ACCOUNTING SERVICES
JPMIS agrees to perform the following duties in accordance with the requirements
of the Funds' Registration Statements, the 1940 Act (if applicable), applicable
Internal Revenue Service ("IRS") regulations, and procedures as may be agreed
upon from time to time, including without limitation, those set forth in the
service level agreement pertaining to the Funds to which JPMIS is a party. In
all instances, JPMIS agrees to perform such services in accordance with industry
standards and best practices, which may include those enumerated in the Audits
of Investment Companies Audit and Accounting Guide, as in effect from time to
time. Where appropriate, JPMIS agrees to keep all records on a class-by-class
basis for each of the Funds. JPMIS agrees to:
a. keep and maintain the books and records of each Fund pursuant to Rule 3la-1
under the 1940 Act (the "Rule"), which are applicable to fund
accounting and the services to be performed pursuant to this Schedule
C, including the following:
(i) journals containing an itemized daily record in detail of all
purchases and sales of securities, all receipts and
disbursements of cash and all other debits and credits, as
required by subsection (b)(1) of the Rule;
(ii) general and auxiliary ledgers reflecting all asset, liability,
reserve, capital, income and expense accounts, including
interest accrued and interest received, as required by
subsection (b)(2)(i) of the Rule;
(iii) separate ledger accounts required by subsections (b)(2)(ii)
and (iii) of the Rule; and
(iv) a monthly trial balance of all ledger accounts (except
shareholder accounts) as required by subsection (b)(8) of the
Rule.
b. perform the following accounting services daily for each Fund:
(i) calculate the net asset value per share;
(ii) obtain security prices from independent pricing services, or
if such quotes are unavailable, obtain such prices in
accordance with the Valuation Procedures approved by a Fund's
Board;
(iii) provide exception, stale and halted price reporting to the
investment adviser;
(iv) verify and reconcile with the Funds' records all daily trade
activity;
(v) compute, as appropriate, each Fund's net income and capital
gains, dividend payables, dividend factors, 7-day yields,
7-day effective yields, 30-day yields, weighted average
portfolio maturity and such other agreed-upon rates and
yields;
(vi) review daily the net asset value calculation and dividend
factor (if any) for each Fund, check and confirm the net asset
values and dividend factors for reasonableness and deviations
against agreed-upon benchmarks and tolerance levels:
(vii) distribute portfolio information, net asset values and yields
to NASDAQ, the Funds' transfer agent (the "Transfer Agent"),
Trust and such other third parties as directed by Trust;
(viii) report to Trust, at least weekly, about the daily market
pricing of securities in any money market Funds, with the
comparison to the amortized cost basis;
(ix) determine unrealized appreciation and depreciation on
securities held in variable net asset value Funds;
(x) record all Corporate Actions affecting securities held by each
Fund, including dividends, stock splits and recapitalizations;
(xi) amortize premiums and accrete discounts on securities
purchased at a price other than face value, if requested by
Trust;
(xii) record and reconcile with the Transfer Agent all capital stock
activity;
(xiii) update Fund accounting system to reflect rate changes on
variable interest rate instruments;
(xiv) post Fund transactions to appropriate categories;
(xv) accrue expenses of each Fund according to instructions
received from the Administrator;
(xvi) calculate book capital account balances;
(xvii) maintain books and records;
(xviii) determine the outstanding receivables and payables for all (1)
security trades, (2) Fund share transactions and (3) income
and expense accounts;
(xix) provide accounting reports in connection with Customer's
regular annual audit and other audits and examinations by
regulatory agencies; and
(xx) provide such periodic reports as Trust or the Funds shall
reasonably request.
In connection with the provision of these services, JPMIS agrees:
(a) to maintain, in a format acceptable to Trust and the Funds, documents in
accordance with the applicable provisions of Rule 31a-2 of the 1940 Act and
with requirements of other applicable domestic regulators, such as the IRS,
or Applicable Foreign Regulators (as hereinafter defined). JPMIS agrees to
make such documents available upon reasonable request for inspection by
officers, employees and auditors of Trust or the Funds during X.X. Xxxxxx'x
normal business hours. For purposes of this subclause (a), Applicable
Foreign Regulator shall mean a foreign regulator designated as such by a
Fund and a foreign regulator actually known to JPMIS to have authority over
a Fund or its operations. Promptly after the identification of a foreign
regulator, appropriate representatives of JPMIS and the Funds shall meet
and determine the requirements to which the foreign regulator would subject
such Fund. If JPMIS and the Fund determine, in the exercise of their
reasonable judgment, that complying with such requirements would impose a
substantial additional burden on X.X. Xxxxxx, the Fund and JPMIS agree to
negotiate in good faith, taking into account all relevant circumstances, an
appropriate change in the fees payable hereunder;
(b) that all records maintained and preserved by JPMIS pursuant to this
Agreement which each Fund is required to maintain and preserve shall be and
remain the property of a Fund and shall be surrendered to a Fund promptly
upon request in the form in which such records have been maintained and
preserved. Upon reasonable request of Trust or a Fund, JPMIS shall provide,
in the form reasonably requested by Trust or the Fund, any records included
in any such delivery, and the Funds shall reimburse JPMIS for its expenses
of providing such records in such form;
(c) to make reasonable efforts to determine (i) the taxable nature of any
distribution or amount received by or deemed received by, or payable to, a
Fund; (ii) the taxable nature or effect on a Fund or its shareholders of
any corporate actions, class actions, tax reclaims or similar events; and
(iii) taxable amount of any distribution or dividend paid, payable, or
deemed paid by a Fund to its shareholders; subject to the following (w)
with respect to determinations
contemplated by this clause (c) that a prudent fund accountant would
reasonably consider to be, and that the JPMIS considers to be, non-routine
in nature, JPMIS may seek in writing the approval or authorization of a
Fund or a designee of a Fund and shall not be required to act in respect of
any such determination (as to which a written request for approval or
authorization shall have been made) without such approval or authorization;
(x) JPMIS need not make any such accrual, unless and until such accrual has
been approved and authorized by a Fund or its designee; (y) a Fund shall,
or shall cause its designee, to provide such approval and authorization, or
approval and authorization of different determinations(s), promptly; and
(z) provided JPMIS has made the reasonable efforts described in this clause
(c) and thereafter has acted in accordance with the approvals and
authorizations of a Fund or its designee, JPMIS shall have no liability for
any such accrual if it otherwise, in performing its services hereunder, is
not in breach of this Agreement. JPMIS shall accrue for these actions
appropriately; and
(d) to provide such records and assistance, including office space within X.X.
Xxxxxx'x premises, to the Funds' independent accountants in connection with
the services such accountants provide to the Funds, as such accountants
shall reasonably request.
The parties further agree as follows with respect to the provision of services
pursuant to this Schedule C:
(a) JPMIS may rely on each Fund's then currently effective Prospectus, and
Trust or each Fund shall promptly advise JPMIS of any amendments thereto
and provide copies of such amendments to X.X. Xxxxxx.
(b) Both JPMIS and Trust or its designee shall use reasonable efforts to
identify any changes in domestic and foreign laws and regulations
applicable to X.X. Xxxxxx'x providing of services under this Schedule C,
and each shall promptly advise the other of any changes it identifies and
upon any such identification JPMIS and Trust (together with the Funds)
shall agree on any reasonable alteration to the services to be provided to
JPMIS under this Schedule C.
(c) A Fund or its designee shall (i) furnish promptly to JPMIS (and JPMIS may
rely upon) the amounts of, or written formulas or methodologies to be used
by JPMIS to calculate the amounts of, Fund liabilities and (ii) specify the
timing for accruals of such liabilities. JPMIS shall request such
additional information as it deems reasonably necessary for it to perform
its services under this Schedule C.
(d) JPMIS shall not be required to include as Fund liabilities and expenses,
nor use in its calculations hereunder, including, without limitation, as a
reduction of net asset value, any accrual for any U.S. federal or state
income taxes, unless and until Trust or its designee shall have specified
to JPMIS the precise amount of the same to be included in liabilities and
expenses or used to reduce net asset value. JPMIS agrees to include as a
Fund liability proper accruals for foreign taxes, unless, after being
advised of the amount and the basis for the accrual, Trust by Instructions
directs JPMIS not to do so.
(e) Trust or its designee shall furnish to X.X. Xxxxxx, and JPMIS may rely
upon, the following types of information (and explanations thereof): (i)
each Fund's tax basis in debt obligations acquired by a Fund before X.X.
Xxxxxx'x becoming fund accountant hereunder, the dates of such
acquisitions, and the amount of premium previously amortized and the
discount previously included in income, (ii) the amounts credited to any
capital accounts, (iii) the amount of any reserves, and (iv) similar
information which is required by JPMIS for performing the services and is
neither possessed by JPMIS nor available from a third party.
(f) JPMIS shall not be responsible for, and shall not incur any loss or
liability with respect to: any errors or omissions in information supplied
by a Fund or its designee that the JPMIS has reviewed and has concluded to
be within reasonable tolerance limits, as agreed between the parties; any
improper use by a Fund, its designees, agents, distributor or investment
adviser of any valuations or computations supplied by the JPMIS under this
Agreement; any valuations of securities supplied by a Fund or an
independent pricing service approved by such Fund's Board (if applicable),
provided that, with respect to such valuations, the JPMIS has otherwise
complied with this Schedule B, has reviewed the valuations and has
concluded they are within reasonable tolerance limits agreed to by the
parties; any tax determination authorized and approved by a Fund or its
designee that the JPMIS has reviewed and has concluded is within reasonable
tolerance limits as agreed to by the parties; or any changes in U.S. law or
regulations applicable to the X.X. Xxxxxx'x performance not identified by
the X.X. Xxxxxx'x use of reasonable efforts which are not identified to the
JPMIS by a Fund.
