AMENDMENT TO THE GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT (dated June 1, 2009)
AMENDMENT TO THE GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT
(dated June 1, 2009)
This amendment is an amendment to the Global Custody and Fund Accounting Agreement dated February 18, 2005 by and among JPMorgan Chase Bank, N.A. (“Bank”) and each of the entities listed on Schedule A thereto (the “Agreement”) The amendment is effective as of June 1, 2009. For the purpose of this amendment, each Fund is a separate “Customer.”
WHEREAS, the parties have previously entered into the Agreement. The parties have now agreed to amend the Agreement pursuant to this Amendment (the “Amendment”). Unless otherwise defined in this Amendment, capitalized terms used in this Amendment shall have the meanings specified in the Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:
1.
Amendment of the Agreement
Upon execution of this Amendment by both parties, the Agreement shall be and hereby is amended as follows:
(a)
Schedule C to the Agreement is hereby deleted in its entirety and replaced with Schedule C attached hereto.
(b)
New Schedule E which covers the preparation and distribution of Money Market Fund Holding Reports is added to the Agreement.
3.
Representations
Each party represents to the other party that all representations contained in the Agreement are true and accurate as of the date of this Amendment and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment.
4.
Miscellaneous
(a)
Entire Agreement. This Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings (except as otherwise provided herein) with respect thereto.
(b)
Amendments. No amendment, modification or waiver in respect of this Amendment will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties.
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(c)
Counterparts. This Amendment may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original. All signatures need not be on one counterpart.
(d)
Headings. The headings used in this Amendment are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Amendment.
(e)
Governing Law. This Amendment will be governed by and construed in accordance with the law of the State of New York (without reference to choice of law doctrine).
IN WITNESS WHEREOF, the parties have executed this Amendment on the respective dates specified below with effect from the date first specified on the first page of this Amendment.
JPMORGAN INSTITUTIONAL TRUST
JPMORGAN TRUST I
JPMORGAN TRUST II
X.X. XXXXXX MUTUAL FUND GROUP
X.X. XXXXXX XXXXXXX MUTUAL FUND GROUP, INC.
X.X. XXXXXX MUTUAL FUND INVESTMENT TRUST
UNDISCOVERED MANAGERS FUNDS
UM INVESTMENT TRUST
JPMORGAN INSURANCE TRUST
By: /s/ Xxxxxxxx X. Xxxxxxx
Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President & Chief Administrative Officer
JPMORGAN CHASE BANK, N.A.
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
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Schedule E – Money Market Holding Report Services
The information in this Schedule E covering the preparation of Money Market Fund Holding Reports may be modified pursuant to mutual written agreement between the parties.
A.
Preparation and provision of the JPMorgan Money Market Fund Holding Report for the following Funds:
JPMorgan Trust I
JPMorgan 100% U.S. Treasury Securities Money Market Fund (effective July 1, 2009)
JPMorgan California Municipal Money Market Fund (effective August 1, 2009)
JPMorgan Federal Money Market Fund (effective July 1, 2009)
JPMorgan New York Municipal Money Market Fund (effective August 1, 2009)
JPMorgan Prime Money Market Fund (effective June 1, 2009)
JPMorgan Tax Free Money Market Fund (effective July 1, 2009)
JPMorgan Trust II
JPMorgan Liquid Assets Money Market Fund (effective June 1, 2009)
JPMorgan Michigan Municipal Money Market Fund (effective August 1, 2009)
JPMorgan Municipal Money Market Fund (effective July 1, 2009)
JPMorgan Ohio Municipal Money Market Fund (effective August 1, 2009)
JPMorgan U.S. Government Money Market Fund (effective July 1, 2009)
JPMorgan U.S. Treasury Plus Money Market Fund (effective July 1, 2009)
B.
Frequency of reports.
Daily
C.
Manner in which reports will be delivered.
Via excel spreadsheet for the Money Market Fund Holding Reports.
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Schedule C
Global Custody, Fund Accounting Services , Global Derivative Services and Money Market Fund Holding Reports Fee Schedule
To the Global Custody and Fund Accounting Agreement
(as of June 1, 2009)
Global Custody Fees : These fee schedules are applicable to the JPMorgan Funds Complex (which includes any 1940 Act fund, commingled fund or Section 3c-7 fund which is advised or sub-advised by an entity which is a wholly-owned subsidiary of JPMorgan Chase & Co.).
Safekeeping and Settlement Charges
Global Custody Fee Schedule | ||
Market | Safekeeping (BPs)* | Transaction** (US$) |
Argentina | 25.00 | 55.00 |
Australia | 2.50 | 50.00 |
Austria | 5.00 | 50.00 |
Bahrain | 45.00 | 100.00 |
Bangladesh | 40.00 | 100.00 |
Belgium | 4.00 | 50.00 |
Bermuda | 20.00 | 75.00 |
Botswana | 45.00 | 100.00 |
Brazil | 15.00 | 50.00 |
Bulgaria | 35.00 | 75.00 |
Canada | 2.00 | 15.00 |
Chile | 20.00 | 75.00 |
China | 20.00 | 50.00 |
Colombia | 40.00 | 000.00 |
Xxxxx Xxxx | 40.00 | 100.00 |
Croatia | 40.00 | 100.00 |
Cyprus | 40.00 | 100.00 |
Czech Republic | 25.00 | 75.00 |
Denmark | 2.50 | 50.00 |
Ecuador | 40.00 | 100.00 |
Egypt | 40.00 | 75.00 |
Estonia | 30.00 | 75.00 |
Euro CDs | 1.00 | 15.00 |
Euroclear | 1.25 | 10.00 |
Finland | 5.00 | 50.00 |
France | 2.00 | 30.00 |
Germany | 1.25 | 27.00 |
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Global Custody Fee Schedule | ||
Market | Safekeeping (BPs)* | Transaction** (US$) |
Ghana | 40.00 | 125.00 |
Greece | 20.00 | 75.00 |
Hong Kong | 3.50 | 45.00 |
Hungary | 20.00 | 75.00 |
Iceland | 20.00 | 75.00 |
India | 20.00 | 45.00 |
Indonesia | 10.00 | 75.00 |
Ireland | 3.00 | 45.00 |
Israel | 25.00 | 75.00 |
Italy | 2.00 | 30.00 |
Ivory Coast | 60.00 | 100.00 |
Jamaica | 40.00 | 70.00 |
Japan | 1.50 | 10.00 |
Jersey | 40.00 | 100.00 |
Jordan | 40.00 | 100.00 |
Kazakhstan | 50.00 | 100.00 |
Kenya | 40.00 | 100.00 |
Korea | 15.00 | 35.00 |
Latvia | 20.00 | 100.00 |
Lebanon | 50.00 | 100.00 |
Lithuania | 35.00 | 100.00 |
Luxembourg | 3.00 | 50.00 |
Malaysia | 8.00 | 75.00 |
Malta | 40.00 | 100.00 |
Mauritius | 60.00 | 100.00 |
Mexico | 6.00 | 35.00 |
Morocco | 40.00 | 125.00 |
Namibia | 40.00 | 125.00 |
Nepal | 60.00 | 125.00 |
Netherlands | 3.50 | 30.00 |
New Zealand | 2.00 | 47.00 |
Nigeria | 60.00 | 125.00 |
Norway | 2.60 | 50.00 |
Oman | 35.00 | 125.00 |
Pakistan | 30.00 | 150.00 |
Peru | 50.00 | 100.00 |
Philippines | 7.00 | 83.00 |
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Global Custody Fee Schedule | ||
Market | Safekeeping (BPs)* | Transaction** (US$) |
Poland | 30.00 | 100.00 |
Portugal | 12.00 | 83.00 |
Romania | 30.00 | 100.00 |
Russia | 15.00 | 80.00 |
Singapore | 4.00 | 45.00 |
Slovakia | 40.00 | 100.00 |
Slovenia | 35.00 | 100.00 |
South Africa | 5.00 | 40.00 |
Spain | 3.00 | 40.00 |
Sri Lanka | 20.00 | 100.00 |
Swaziland | 40.00 | 125.00 |
Sweden | 3.00 | 50.00 |
Switzerland | 2.50 | 40.00 |
Taiwan | 13.00 | 75.00 |
Thailand | 12.00 | 40.00 |
Tunisia | 40.00 | 90.00 |
Turkey | 20.00 | 75.00 |
Ukraine | 60.00 | 100.00 |
United Arab Emirates | 45.00 | 100.00 |
United Kingdom | 0.16 | 15.00 |
United States | 0.10 | 4.50 *** |
Uruguay | 50.00 | 125.00 |
Venezuela | 35.00 | 100.00 |
Vietnam | 40.00 | 125.00 |
Zambia | 40.00 | 125.00 |
Zimbabwe | 40.00 | 115.00 |
* Annualized rate paid pro rata each month.
** Cost for the settlement of all primary transactions.
*** Highbridge Statistical Market Neutral Fund will be charged US$ 2.50.
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Additional Primary Transaction Charges
Description | Rates (US$) |
Physical Security Receive/Deliver | 20.00 |
Memo Positions (Blue Sheet) | 7.50 |
Futures and Options | 7.50 |
Secondary Transaction Charges
Custody and safekeeping related transactions process post security settlement. Trade instructions that require manual input will incur an additional $20.00 surcharge.
Description | Rates (US$) |
Income Collections – Physical | 5.00 |
Principal & Interest - Book Entry | 5.00 |
Principal & Interest - Physical | 5.00 |
Cash Transaction Charge
Non-securities-related cash payments levied for all outward free payments including third party foreign exchange payments. No charge is levied for the receipt of incoming funds. Cash instructions that require manual input will incur an additional surcharge of $20.
Description | Rates (US$) |
Foreign Exchange Payments | 7.00 |
Outgoing Wires (Fed, Chips, SWIFT) | 7.00 |
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Global Proxy Voting Service
This service includes the provision of an extensive suite of secure online tools to assist client exercise their corporate governance responsibilities, including in-market support for vote execution, share blocking, beneficial owner re-registration and power of attorney administration where required.
Global Proxy Voting Fee Schedule | |||
Tier A: US$15 | Tier B: US$35 | Tier C: US$60 | |
Australia | Singapore | Argentina | Italy |
Bahrain | South Africa | Austria | Xxxxxx |
Xxxxxxxxxx | Xxxxx Xxxxx | Xxxxxxx | Xxxxxxx |
Xxxxxxx | Xxxxx | Brazil | Malta |
Canada | Sri Lanka | Colombia | Mauritius |
China+ | Taiwan | Croatia | Mexico |
Chile | Thailand | Cyprus | Netherlands |
Estonia | Tunisia | Czech Republic | Norway+ |
Euroclear | Ukraine | Denmark | Pakistan |
Hong Kong | United Kingdom | Egypt | Poland |
India+ | United States | Ecuador | Portugal |
Indonesia | Vietnam | Finland | Slovakia |
Ireland | Venezuela | France | Sweden+ |
Israel |
| Germany | Switzerland |
Jamaica |
| Greece | Turkey |
Japan |
| Hungary |
|
Malaysia |
| Iceland |
|
New Zealand |
|
|
|
Philippines |
|
|
|
Russia+ |
|
|
|
+ The fee for this country is the fee for the appropriate tier plus out of pocket expenses
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Fund Accounting
The following schedule shall be employed in the calculation of the annual fees payable for the services provided under this 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 Section 3c-7 fund which is advised or sub-advised by an entity which is a wholly-owned subsidiary of JPMorgan Chase & Co.) shall be used.
Money Market Funds* | ||
Tier One | First 5,000,000,000 | 0.75 bps |
Tier Two | Next $7,500,000,000 | 0.60 bps |
Tier Three | Next $22,500,000,000 | 0.30 bps |
Tier Four | Over $35,000,000,000 | 0.10 bps |
Fixed Income Funds | ||
Tier One | First $12,500,000,000 | 0.90 bps |
Tier Two | Next $7,500,000,000 | 0.50 bps |
Tier Three | Next $10,000,000,000 | 0.35 bps |
Tier Four | Over $30,000,000,000 | 0.20 bps |
U.S. Equity Funds | ||
Tier One | First $12,500,000,000 | 0.85 bps |
Tier Two | Next $7,500,000,000 | 0.50 bps |
Tier Three | Next $10,000,000,000 | 0.35 bps |
Tier Four | Over $30,000,000,000 | 0.25 bps |
International Funds | ||
Tier One | First $12,500,000,000 | 2.00 bps |
Tier Two | Over $12,500,000,000 | 1.75 bps |
Emerging Markets Funds | ||
Tier One | First $12,500,000,000 | 3.00 bps |
Tier Two | Over $12,500,000,000 | 2.00 bps |
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Other Fees | ||
Minimums** | ||
| U.S. Equity | $20,000 |
| U.S. Fixed Income | $20,000 |
| Money Markets | $10,000 |
| International | $25,000 |
| Emerging Markets | $40,000 |
| Highbridge Statistical Market Neutral Fund*** | $30,000 |
Additional Share Classes (except Fund of Funds****) | $2,000 | |
Multi-Manager (per manager) | $6,000 | |
Fund Mergers (per fund) | $1,500 | |
Fund of Funds ***** | $15,000 | |
* A cap on Fund Accounting fees for the Money Market Funds will be set a $1 Million per annum. When a Money Market Fund reaches the fee cap, fees on additional share classes will also be waived.
** Fund minimums will apply only for Funds that have commenced operations. Start up funds will be charged at a rate of 50% of the Fund Accounting fees for a period of 6 months after commencement of operations.
*** Plus $20 per trade requiring manual entry into the WINS accounting platform
**** Fund of Funds will be charged a share class fee of $2,000 per annum after the 3rd share class.
***** This flat fee applies to Fund of Funds investing in JPM funds only. For any long term funds investing only in other Funds as part of the overall investment strategy or for Funds of Funds investing in outside funds, the tiered pricing for Fund Accounting in the appropriate asset class would apply.
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Global Derivative Services
Instrument Coverage / Fees
Instruments covered are standard transactions of the types listed in the fee schedule below and outlined in Appendix A of the Service Level Document. Exotic or structured trades are excluded from this fee schedule. Instruments covered by the fee schedule may be expanded by mutual agreement of the parties.
Instruments | Transaction (per Trade) | Amendment US$ (per Trade) | Daily Lifecycle Management Fee US$ (per Position per Day) | Collection of Broker Price Fee US$ (per Position per Day) | Independent Valuation US$ (per Position per Day) |
Forward Rate Agreements | 40.00 | 10.00 | 0.40 | 1.50 | 0.25 |
Interest Rate Swaps (including Caps & Floors) | 40.00 | 10.00 | 0.40 | 1.50 | 0.25 |
Swaptions | 40.00 | 10.00 | 0.40 | 1.50 | 0.25 |
Credit Default Swaps – Single Name & Index | 40.00 | 10.00 | 0.40 | 1.50 | Not in Scope |
Price Locks | 40.00 | 10.00 | 0.40 | 1.50 | Not in Scope |
Currency Options | 40.00 | 10.00 | 0.40 | 1.50 | Not in Scope |
Bond Options | 40.00 | 10.00 | 0.40 | 1.50 | Not in Scope |
Inflation Swaps | 40.00 | 10.00 | 0.40 | 1.50 | Not in Scope |
Total Return Swaps | 40.00 | 10.00 | 0.40 | 1.50 | Not in Scope |
+Straight Through Processing
* Tiered Fees
A tiered structure will be applied to the new transaction set up fee for the JPMorgan Funds Complex (which shall be defined to include any 1940 Act fund, commingled funds or Section 3c-7 fund which is advised or sub-advised by an entity which is a wholly-owned subsidiary of JPMorgan Chase & Co.) on the following basis:
·
US$ 40 : 0 – 2,000 new transactions per month
·
US$ 35: 2,001 – 4,000 new transactions per month
·
US$ 30: > 4,000 new transactions per month
These transaction fees will be applied across all transactions on a pro-rata basis.
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Notes
1)
A one time set-up fee applies to, and will be charged for, all new transactions.
2)
Amendment fees will be charged for the following types of transactions including, but are not limited to: trade amends, cancellations, partial/full terminations, amendments, unwinds, terminations, cancellations, novations, restructures, option exercises, notional re-sets, option expiries, maturities or credit events.
3)
Independent Valuation fees and daily administration fees will be calculated based on the number of open positions at the end of each business day, aggregated across all funds/accounts. Broker price fees will be calculated based on the number of open positions at month end.
4)
New non-STP trades will be charged at twice the rate of STP trades. Likewise, non-STP trade amendments will be charged at twice the rate of STP trade amendments. If Bank causes the trade or amendment not to be STP, then there will not be an extra charge.
Money Market Fund Holdings Reports
Bank will charge the following fees for providing the services as described in Schedule E.
Preparation and provision of the JPMorgan Money Market Fund Holding Report
Annual price of $4,000 for each JPMorgan Money Market Fund listed on Schedule E.
Out-of-pocket Expenses
Recovery of applicable out-of-pocket expenses will be made as of the end of each month. Out-of-pocket expenses include, but are not limited to the following*:
n
Custody. Registration/transfer fees will be a pass-through when incurred by Bank. Stamp taxes/duties/script fees will be a pass-through when incurred by Bank. Other pass-through fees include:
·
Account opening fees in the local market(s)
·
Local administrator, legal counsel and tax consultant fees as required
·
Local crossing, transaction, registration and/or depository fees
·
Transportation costs for shipment of physical securities and/or script
·
Translation services, travel and accommodation expenses, legal fee and personal attendance expenses as required
·
Information, Pricing, Benchmarking and other Data Licensed Services. These charges include payments to service providers such as IDC, XX Xxxxx, Bear Xxxxxx, Xciteck, Reuters, Bloomberg, CCH, Exchange fees, Options Price Reporting Authority, Standard and Poors, Hedgetek, Wall Street Concepts, Easylink
- Archives. Archive charges to include storage, transportation, and recalls of archive boxes.
- Printing/Copying. These charges include expenses associated with printing copying and fax support.
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*Additional fee categories may be added in response to future developments, e.g., when new regulations are enacted that result in additional expense to comply with those regulations.
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Fee Terms and Conditions
Bank's fees shall remain in place for a period of 3 years from September 1, 2007.
Bank reserves the right to renegotiate its fee schedule at any time, should the Customer actual investment portfolio and/or trading activity differ significantly from the assumptions used to develop our fee proposal. The fee schedule may also be amended by mutual agreement of the parties if the Customer’s service requirements change; each party agrees to negotiate, diligently and in good faith, to agree upon new fees for such service requirement changes. Related to Fund Accounting services, bond broker quotes are currently included in the overall Fund Accounting fees. Should there be a significant increase in the use of bond broker quotes, Bank and the Customer agree to revisit this arrangement.
Fees for additional service(s) and/or market(s) added at the request of the Customer while this fee schedule is in effect will be assessed at Bank's standard price(s); unless an alternative pricing arrangement is agreed upon in advance by the Customer and Bank.
JPMorgan requires invoices to be paid in U.S. Dollars, unless Bank and the Customer have agreed upon alternative payment arrangements in advance of remittance.
Basis point fee(s), if applicable, will be calculated at the end of the monthly billing period using asset values derived by Bank from data provided by its selected pricing sources. In the event that Bank must rely on the Customer or a portfolio manager or other party(ies) selected by the Customer to provide valuation(s) for the purpose of calculating basis point fee(s), Bank must receive such valuations no later than 30 days after the end of the billing period in a format deemed acceptable by Bank. In the event that Bank does not receive valuations by the required date, Bank will render an invoice using the most recent valuation(s) received for the respective investment(s)/account(s).
Bank will present invoices monthly in arrears, with payment expected via wire transfer, unless an alternative billing arrangement is negotiated between the Customer and Bank. All annual fees, including basis point fees, will be pro-rated based on the number of months included in the billing period.
Any customized technology projects required to meet the Customer specific requirements, such as non-standard reporting requirements, system interfaces or enhancements, will be billed to the Customer based on the time and materials required to design, develop, test and deliver the project, unless an alternative arrangement is negotiated between the Customer and Bank.
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