JPMORGAN DISTRIBUTION SERVICES, INC. MUTUAL FUND SALES AGREEMENT
JPMORGAN
DISTRIBUTION SERVICES, INC.
This
Agreement,
is
entered into between the financial institution executing this
Agreement,
(“Financial Intermediary”) and JPMorgan Distribution Services, Inc. (“JPMDS”)
with respect to those series of each of the trusts and the corporation listed
on
Exhibit A hereto (each,
a
"Trust"; collectively, the “Trusts”); (each series referred to as
a
"Fund" and collectively as the “Funds”) for whose shares of beneficial
interest ("Shares") JPMDS serves as Distributor and for whom JPMDS provides
distribution services.
| A. |
Financial
Intermediary.
|
|
1
.
|
Status
of Financial Intermediary.
|
Financial
Intermediary represents and warrants to JPMDS:
| (a) |
That
it is a broker or dealer as defined in Section 3(a)(4) or 3(a)(5) of
the
Securities Exchange Act of 1934 ("Exchange Act”); that it is registered
with the Securities and Exchange Commission (“SEC”) pursuant to Section 15
of the Exchange Act; that it is a member of the National Association
of
Securities Dealers, Inc. (“NASD”) or, in the alternative, that it is a
foreign dealer not eligible for membership in the NASD but nevertheless
agrees to abide by all the rules and regulations of the SEC and the
NASD
which are binding upon underwriters and dealers in the distribution
of
securities of open-end investment companies; that its customers' accounts
are insured by the Securities Investors Protection Corporation ("SIPC");
and that, during the term of this Agreement, it will abide by all of
the
rules and regulations of the NASD including, without limitation, the
NASD
Conduct Rules. Financial Intermediary agrees to notify JPMDS immediately
in the event of (1) the termination of its coverage by the SIPC, (2)
its
expulsion or suspension from the NASD or (3) its being found to have
violated any applicable federal or state law, rule or regulation arising
out of its activities as a broker-dealer or in connection with this
Agreement, or which may otherwise affect in any material way its ability
to act in accordance with the terms of this Agreement. Financial
Intermediary's expulsion from the NASD will automatically terminate
this
Agreement immediately without notice. Suspension of Financial Intermediary
from the NASD for violation of any applicable federal or state law,
rule
or regulation will terminate this Agreement effective immediately upon
JPMDS’ written notice of termination to Financial Intermediary;
or
|
| (b) |
That
it is a bank, as that term is defined in Section 3(a)(6) of the Exchange
Act, that engages in activities described in Section 3(a)(4) of the
Exchange Act and that, during the term of this Agreement, it will abide
by
the rules and regulations of those state and federal authorities with
appropriate jurisdiction over the Financial Intermediary, especially
those
regulations dealing with the activities of the Financial Intermediary
as
described under this Agreement. Financial Intermediary agrees to notify
JPMDS immediately of any action by or communication from state or federal
banking authorities, state securities authorities, the SEC, or any
other
party which may affect its status as a bank or which may otherwise
affect
in any material way its ability to act in accordance with the terms
of
this Agreement. Any action or decision of any of the foregoing regulatory
authorities or any court of appropriate jurisdiction which affects
Financial Intermediary's ability to act in accordance with the terms
of
this Agreement, including the loss of its exemption from registration
as a
broker, will terminate this Agreement effective upon JPMDS’ written notice
of termination to Financial Intermediary; and
|
| (c) |
That
Financial Intermediary is registered with the appropriate securities
authorities in all states, territories and jurisdictions in which its
activities make such registration necessary;
and
|
| (d) |
That
if it plans to participate in the National Securities Clearing
Corporation’s (“NSCC”) Mutual Fund Settlement Entry and Registration
Verification system (“Fund/SERV”), and/or the NSCC’s Networking system
(“Networking”), Financial Intermediary is a member of the NSCC or
otherwise has access to Fund/SERV and it has executed and filed with
the
NSCC the standard Networking agreement.
|
2.
Financial
Intermediary Acts as Agent for its Customers.
The
parties agree that in performing its services
under
this
Agreement:
| (a) |
Financial
Intermediary is acting as agent for its customer;
|
| (b) |
The
customer is for all purposes the customer of Financial Intermediary;
|
| (c) |
Each
transaction is initiated solely upon the order of the customer;
|
| (d) |
As
between Financial Intermediary and its customer, the customer will
have
full beneficial ownership of all Shares;
|
| (e) |
Each
transaction shall be for the account of the customer and not for Financial
Intermediary’s account;
|
| (f) |
Each
transaction shall be without recourse to Financial Intermediary provided
that Financial Intermediary acts in accordance with the terms of this
Agreement;
and
|
| (g) |
Except
for the limited purpose of receiving orders for Share transactions
from
its customers as described in Section B of this Agreement, Financial
Intermediary shall have no authority to act as agent for JPMDS or the
Funds.
|
B.
Sales
of Fund Shares.
1.
Offer and Sale of Shares
Financial
Intermediary will offer and sell Shares only in accordance with the terms and
conditions of the applicable current prospectus (“Prospectus”) and Statement of
Additional Information (“SAI”) and applicable rules, regulations and
requirements. Financial Intermediary will make no representations concerning
any
Shares not included in the Prospectus or SAI or in any authorized supplemental
sales material supplied to Financial Intermediary by JPMDS or the Funds.
2.
Execution
of Orders for Purchase and Redemption of Shares.
| (a) |
All
accepted orders for the purchase of any Shares shall be executed at
the
next determined public offering price per share (i.e., the net asset
value
per share plus the applicable initial sales load, if any) and all accepted
orders for the redemption of any Shares shall be executed at the next
determined net asset value per share, in each case as described in
the
Prospectus. Any applicable deferred sales charge, redemption fee, or
similar charge or fee will be deducted by the Funds prior to the
transmission of the redemption proceeds to Financial Intermediary or
its
customer. JPMDS and the Funds reserve the right to reject any purchase
request in their sole discretion.
|
The
execution of all orders for Share transactions will be subject to the terms
of
the Prospectus and JPMDS’ written instructions to Financial Intermediary from
time to time,
and if
executed through Fund/SERV, the NSCC’s rules and procedures. Specifically, the
Financial Intermediary certifies that:
| (i) |
all
orders received by Financial Intermediary or its “Correspondents” (as
defined in Section B.2. (e) below) prior to the earlier of the close
of
trading on the New York Stock Exchange or the close of a Fund (generally,
4:00 p.m., Eastern Time (“ET”)) (“Market Close”) on any day that a Fund is
open for business (“Day 1”) will be electronically transmitted to the
Funds by 8:00 a.m., ET on the next day that the Fund is open for business
(“Day 2”) (such orders are referred to as “Day 1 Trades”); and
|
| (ii) |
all
orders received by Financial Intermediary or its Correspondents after
the
Market Close on Day 1, but prior to the Market Close on Day 2 (“Day 2
Trades”) will be electronically transmitted to the Funds by 8 a.m., ET on
the second day that the Fund is open for business following Day
1.
|
| (iii) |
if
the Financial Intermediary cannot electronically transmit Day 1 Trades
to
the Funds by 8:00 a.m., ET on Day 2, Financial Intermediary will transmit
such orders by facsimile prior to the beginning of trading on the New
York
Stock Exchange (generally 9:30 a.m. ET) on Day 2.
|
| (b) |
Day
1 Trades will be effected at the net asset value per share calculated
as
of the Market Close on Day 1, and Day 2 Trades will be effected at
the net
asset value per share calculated as of the Market Close on Day 2.
Consistent with the foregoing, the Funds will consider Day 1 Trades
(Day 2
Trades) as received by the Funds prior to the Market Close on Day 1
(Day
2) for all purposes, including, without limitation, effecting
distributions.
|
(
c )The
Financial Intermediary agrees that neither the Funds, JPMDS nor any of their
affiliates or agents will have any responsibility or liability to review any
purchase or redemption request which is presented by Financial Intermediary
(i) to determine whether such request is genuine or authorized by the
Financial Intermediary’s customer or (ii) to determine the suitability of a
particular Fund or class of Shares for such customer. The Funds, JPMDS and
their
affiliates and agents will be entitled to rely conclusively on any purchase
or
redemption request communicated to the Funds by Financial Intermediary, and
will
have no liability whatsoever for any losses, claims or damages to or against
Financial Intermediary or any of its customers resulting from the failure of
Financial Intermediary to transmit any such request, or from any errors
contained in any request.
(d) Payments
for Shares shall be made as specified in the Prospectus. If payment for any
purchase order is not received in accordance with the terms of the Prospectus,
JPMDS reserves the right, without notice, to cancel the sale and to hold the
Financial Intermediary responsible for any loss sustained as a result thereof,
including loss of profit.
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(e)
|
Financial
Intermediary confirms that it will be considered the Funds’ agent for the
sole purpose of receiving purchase and redemption orders from its
customers and transmitting them to the Funds. Financial Intermediary
may
authorize such intermediaries as it deems appropriate (“Correspondents”)
to receive orders on the Funds’ behalf. Financial Intermediary shall be
liable to the Funds for each Correspondent’s compliance with applicable
regulations, requirements and this Section B.2. to the same extent
as if
Financial Intermediary itself had acted or failed to act instead
of the
Correspondent.
|
|
(f)
|
Financial
Intermediary certifies that it will at all times follow relevant
rules,
regulations and requirements in connection with the handling of orders
for
transactions in the Funds, including, without
limitation:
|
| (i) |
Rule
22c-1(a) and other applicable rules under the Investment Company Act
of
1940, as amended (“Investment Company
Act”);
|
| (ii) |
The
provisions of this Agreement; and
|
| (iii) |
the
Prospectus.
|
(g)
Financial Intermediary further certifies that it:
| (i) |
has
adopted and implemented and will monitor, on a continuous basis, its
compliance with procedures reasonably designed to prevent violations
of
relevant law, regulation and Prospectus requirements with respect to
late
trading, market timing and abusive trading practices;
|
| (ii) |
has
determined that each Correspondent has adopted and implemented and
will
monitor, on a continuous basis, its compliance with its own internal
procedures reasonably designed to prevent violations of relevant law,
regulation and Prospectus requirements with respect to late trading,
market timing and abusive trading practices;
|
| (iii) |
will
provide information and further certification to JPMDS or its designee
to
verify compliance with this Section B.2;
and
|
| (iv) |
will
cooperate in monitoring and enforcing the Trust’s market timing, late
trading, and any redemption fee policies as set forth in the Prospectus
and such other policies established by the Trust from time to
time.
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3. Shareholder
Information
(a)
Effective April 17, 2007, Financial Intermediary agrees to provide the Fund,
upon written request, the taxpayer identification number (“TIN”), if known, of
any or all Shareholder(s) and the amount, date, name or other identifier of
any
investment professional(s) associated with the Shareholder(s) (if known), and
transaction type (purchase, redemption, transfer, or exchange) of every
purchase, redemption, transfer, or exchange of Shares held through a Financial
Intermediary Fund Account during the period covered by the request.
| (i) |
Requests
must set forth a specific period, not to exceed one year from the date
of
the request, for which transaction information is sought. A
request may be ongoing and continuous (e.g., for each trading day
throughout the year) or for specified periods of time. The Fund may
request transaction information older than one year from the date of
the
request as it deems necessary to investigate compliance with policies
established by the Fund for the purpose of eliminating or reducing
market
timing and abusive trading practices.
|
| (ii) |
Financial
Intermediary agrees to transmit the requested information that is on
its
books and records to the Fund or its designee promptly, but in any
event
not later than ten business days, after receipt of a request. If the
requested information is not on Financial Intermediary’s books and
records, Financial Intermediary agrees to use reasonable efforts to:
(a)
promptly obtain and transmit the requested information; (b) obtain
assurances from the accountholder that the requested information will
be
provided directly to the Fund promptly; or (c) if directed by the Fund,
block further purchases of Fund Shares from such accountholder. In
such
instance, Financial Intermediary agrees to inform the Fund whether
it
plans to perform (a), (b) or, at the direction of the Fund, (c). Responses
required by this paragraph must be communicated in writing and in a
format
mutually agreed upon by the parties. To the extent practicable, the
format
for any transaction information provided to the Fund should be consistent
with the NSCC Standardized Data Reporting Format.
|
| (iii) |
The
Fund agrees not to use the shareholder information received pursuant
to
this Agreement for marketing or any other similar purpose without the
prior written consent of Financial
Intermediary.
|
(b)
Effective April 17, 2007, Financial Intermediary agrees to execute written
instructions from the Fund to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by the Fund as
having engaged in transactions in the Fund’s Shares through a Financial
Intermediary Fund Account that violate policies established for the purpose
of
eliminating or reducing market timing and abusive trading
practices.
| (i) |
Instructions
must include the TIN, if known, and the specific restriction(s) to
be
executed. If the TIN is not known, the instructions must include an
equivalent identifying number of the Shareholder(s) or the Financial
Intermediary Fund Account(s) or other agreed upon information to which
the
instruction relates.
|
| (ii) |
Financial
Intermediary agrees to execute instructions as soon as reasonably
practicable, but not later than five business days after receipt of
the
instructions by the Financial
Intermediary.
|
| (iii) |
Financial
Intermediary must provide written confirmation to the Fund that
instructions have been executed. Financial Intermediary agrees to provide
confirmation as soon as reasonably practicable, but not later than
ten
business days after the instructions have been executed.
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(c
) For
purposes of this Section 3 of the Agreement:
| (i) |
The
term “Financial Intermediary Fund Account” means a direct or networked
Shareholder account with the Fund maintained by Financial Intermediary
or
an omnibus account with the Fund maintained by Financial
Intermediary.
|
| (ii) |
“Fund”
includes JPMorgan Distribution Services, Inc., which is the
Fund’s principal
underwriter, the Fund’s transfer agent
and the series of the trusts and corporation listed in the Agreement.
|
| (iii) |
The
term “Shares” means the interests of Shareholders corresponding to the
redeemable securities of record issued by the Fund under the Investment
Company Act of 1940 that are held by or through a Financial Intermediary
Fund Account.
|
| (iv) |
The
term “Shareholder” means (i) the beneficial owner of Shares held by or
through a Financial Intermediary Fund Account; (ii) a participant in
an
employee benefit plan owning Shares held by or through a Financial
Intermediary Fund Account, notwithstanding that the employee benefit
plan
may be deemed to be the beneficial owner of Shares; and (iii) the holder
of interests in a variable annuity or variable life insurance contract
issued by Financial Intermediary owning Shares held by or through a
Financial Intermediary Fund Account.
|
| (v) |
The
term “written” and/or “in writing” includes electronic writings and
facsimile transmissions.
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4.
Multi-Class Distribution Arrangements.
Financial
Intermediary understands and acknowledges that the Funds may offer Shares in
multiple classes, and represents and warrants that it has established compliance
procedures designed to ensure (i) that its customers are made aware of the
terms
of each available class of Shares, (ii) that each customer is offered only
Shares that are suitable investments for him or her, (iii) that each customer
is
given the opportunity to obtain sales charge break points or other sales charge
reductions and discounts as detailed in the Prospectus, and (iv) proper
supervision of its representatives in recommending and offering the Shares
of
multiple classes to its customers.
5.
Blue Sky.
JPMDS
will make available to Financial Intermediary a list of the states or other
jurisdictions in which Shares are eligible for sale, which list may be revised
from time to time. Financial Intermediary agrees to sell or offer to sell Shares
only in the states and other jurisdictions appearing on the most recent list
received from JPMDS.
6.
Initial Sales Loads Payable to Financial Intermediary.
(a) On
each
purchase order accepted by JPMDS, Financial Intermediary will be entitled to
receive the applicable percentage of the initial sales load, if any, as
established by JPMDS from the amount paid by Financial Intermediary's customer.
The initial sales loads for any Fund shall be those set forth in the Prospectus.
The portion of the initial sales load payable to Financial Intermediary may
be
changed at any time, at JPMDS' sole discretion, upon written notice to Financial
Intermediary.
| (b) |
Orders
may be settled by Financial Intermediary either (i) by payment of the
full
purchase price less an amount equal to Financial Intermediary's applicable
percentage of the initial sales load, or (ii) by payment of the full
purchase price, in which case JPMDS shall pay Financial Intermediary,
not
less frequently than monthly, the aggregate sales loads due to it on
settled purchase orders.
|
| (c) |
Based
upon the settlement method chosen by Financial Intermediary, it shall
be
the obligation of Financial Intermediary to either (i) assess the
appropriate initial sales load for each purchase order and to forward
the
public offering price, net of the amount of the initial sales load
to be
reallocated to Financial Intermediary, to JPMDS, or (ii) to provide
JPMDS
with all necessary information regarding the application of the
appropriate initial sales load to each purchase.
|
| (d) |
Sales
charge reductions, discounts, and waivers may be available as provided
in
the Prospectus. To obtain any such reductions, JPMDS must be notified
promptly when a transaction or transactions would qualify for the reduced
charge and Financial Intermediary must submit information that is
sufficient (in the discretion of JPMDS) to substantiate
qualification
therefore.
The foregoing shall include advising JPMDS of any Letter of Intent
signed
by Financial Intermediary’s customer or of any Right of Accumulation
available to such customer. If Financial Intermediary fails to so advise
JPMDS, Financial Intermediary will be liable for the return of any
commissions plus interest thereon. Rights of Accumulation (including
rights under a Letter of Intent) are available, if at all, only as
set
forth in the Prospectus, and Financial Intermediary hereby authorizes
any
adjustment to its account (and will be liable for any refund) to the
extent any allowance, discount or concession is made and the conditions
therefor are
not fulfilled.
|
| (e) |
In
the event that Financial Intermediary notifies JPMDS in writing that
Financial Intermediary elects to waive the initial sales load, and
if the
Prospectus permits such waiver, the initial load will not be assessed
on
the transaction.
|
| (f) |
Neither
the Fund nor JPMDS shall have any responsibility to correct the payment
or
assessment of an incorrect initial sales load due to the failure of
the
Financial Intermediary to fulfill the foregoing
obligation.
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7.
Contingent Deferred Sales Charges and Advance Commissions Payable to Financial
Intermediary.
| (a) |
Upon
the purchase of certain Shares, JPMDS will pay Financial Intermediary
an
advance commission as described in the Fund's current prospectus. This
amount is not to be considered an initial sales load and will not be
deducted from the public offering price of the Shares. A contingent
deferred sales charge ("CDSC") will be assessed upon the redemption
of
Shares, as described in the Prospectus.
|
| (b) |
In
the event that Financial Intermediary notifies JPMDS in writing that
Financial Intermediary elects to waive such advance commission, and
if the
Fund's prospectus permits such a waiver, the advance commission will
not
be paid and the CDSC will not be charged upon the redemption of the
relevant Shares. Neither the Fund nor JPMDS shall have any responsibility
to correct the assessment of an incorrect CDSC due to the failure of
the
Financial Intermediary to fulfill the foregoing
obligation.
|
|
(c
)
|
In
the event that Financial Intermediary maintains an omnibus account
with
the Funds’ transfer agent, Financial Intermediary must be able to account
for share ownership periods used in calculating the CDSC in order
to
receive advanced commissions from
JPMDS.
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C.
Distribution
Services and Fees.
1.
Agreement
to Provide Distribution Services.
JPMDS
hereby appoints Financial Intermediary to furnish sales and marketing services
to its customers who invest in and own Shares
that pay
a distribution fee under distribution plans adopted by the Funds pursuant to
Rule 12b-1 under the Investment Company Act (“Rule 12b-1 Fees”).
2.
Asset-Based
Sales Loads Payable to Financial Intermediary.
During
the term of this Agreement, JPMDS will pay Financial Intermediary Rule 12b-1
Fees as set forth in the Prospectus. JPMDS may, in its sole discretion, reduce
the amount of, or eliminate
entirely, Rule 12b-1 Fee payments.
In
addition, Rule 12b-1 Fees may be reduced or eliminated at any time if the
distribution plans under which the fees are paid are materially amended
or terminated
either
by the Board of the Funds or by vote of a majority of the outstanding Shares.
JPMDS
reserves the right not to pay Rule 12b-1 Fees to Financial Intermediary if
Financial Intermediary’s 12b-1 Fee payments for
a
given month are deemed to be de minimis. JPMDS currently adheres to a $25.00
de
minimis threshold, but reserves the right to change that threshold from time
to
time.
For
the
payment period in which this Agreement becomes effective or terminates, there
shall be an appropriate pro-ration of Rule 12b-1 Fee payment on the basis of
the
number of days that this Agreement is in effect during the period.
D.
Networking.
If
the
parties plan to participate in Networking, each agrees to do so pursuant
to the
standard Networking agreement it has executed and filed with the NSCC and
the
NSCC’s rules and procedures.
E. Delivery
of Prospectuses and Reports to Customers.
Financial
Intermediary will deliver or cause to be delivered to each of its customers,
at
or prior to the time of any purchase of Shares, a copy of the Prospectus and,
upon request, a copy of the SAI. Financial Intermediary agrees to deliver to
its
customers, copies of amended Prospectuses, proxy solicitation materials and
copies of the Funds’ annual and semi-annual reports.
| F. |
Indemnification.
|
| 1. |
Financial
Intermediary shall indemnify and hold harmless JPMDS, each Fund, the
transfer agent of the Funds, and their respective subsidiaries,
affiliates, officers, directors (or trustees), and employees from all
claims, liabilities, losses or costs (including reasonable attorney’s
fees) arising directly from:
|
| (a) |
any
breach by Financial Intermediary of any representations, covenants
or
warranties in this Agreement or a material breach of any provision
of this
Agreement;
|
| (b) |
any
actions or omissions of JPMDS, any Fund, the transfer agent of the
Funds,
and their subsidiaries, affiliates, officers, directors (or trustees),
and
employees in reliance upon any oral, written or computer or electronically
transmitted instructions, documents or materials believed to be genuine
and to have been given by or on behalf of Financial Intermediary;
and
|
| (c) |
any
willful misconduct or negligence (as measured by industry standards)
of
Financial Intermediary, its agents and employees, in the performance
of,
or failure to perform, its obligations under this Agreement, or any
reckless disregard of its obligations under this
Agreement.
|
| 2. |
JPMDS
shall indemnify and hold harmless Financial Intermediary and its
subsidiaries, affiliates, officers, directors, and employees from and
against any and all claims, liabilities, losses or costs (including
reasonable attorney’s fees) arising directly from:
|
| (a) |
any
breach by JPMDS of any representations, covenants or warranties in
this
Agreement or any material breach of any provision of this Agreement;
|
| (b) |
any
alleged untrue statement of a material fact contained in any Fund's
registration statement or Prospectus or any alleged omission to state
therein a material fact required to be stated therein or necessary
to make
the statements contained therein not misleading;
and
|
| (c) |
any
willful misconduct or negligence (as measured by industry standards)
of
JPMDS, its agents and employees, in the performance of, or failure
to
perform, its obligations under this Agreement, or any reckless disregard
of its obligations under this Agreement.
|
| 3. |
Neither
JPMDS nor Financial Intermediary shall be liable for special,
consequential or incidental damages. This indemnity agreement will
be in
addition to any liability, which the parties may otherwise have.
|
| 4. |
The
agreement of the parties in this Section F to indemnify each other
is
conditioned upon the party entitled to indemnification (Indemnified
Party)
giving notice to the party required to provide indemnification
(Indemnifying Party) promptly after the summons or other first legal
process for any claim as to which indemnity may be sought is served
on the
Indemnified Party. Such notice will be given by any means of prompt
delivery that provides confirmation of receipt to the address provided
by
each party in this Agreement. The Indemnified Party shall permit the
Indemnifying Party to assume the defense of any such claim or any
litigation resulting from it, provided that counsel for the Indemnifying
Party who shall conduct the defense of such claim or litigation shall
be
approved by the Indemnified Party (which approval shall not unreasonably
be withheld), and that the Indemnified Party may participate in such
defense at its expense. If the Indemnifying Party does not elect to
assume
the defense, the Indemnifying Party will reimburse the Indemnified
Party
for the reasonable fees and expenses of any counsel retained by it.
The
failure of the Indemnified Party to give notice as provided in this
Sub-section (4) shall not relieve the Indemnifying Party from any
liability other than its indemnity obligation under this Section. No
Indemnifying Party, in the defense of any such claim or litigation,
shall,
without the written consent of the Indemnified Party, consent to entry
of
any judgment or enter into any settlement that does not include as
an
unconditional term the giving by the claimant or plaintiff to the
Indemnified Party of a release from all liability in respect to such
claim
or litigation.
|
| 5. |
The
provisions of this Section F shall survive the termination of this
Agreement.
|
G.
Customer
Names Proprietary to Financial Intermediary.
| 1. |
All
information, including “nonpublic personal information” as that term is
defined in Regulation S-P, relating to shareholders of the Funds who
are
customers of Financial Intermediary are and shall remain the sole property
of the Funds and the Financial Intermediary and shall not be disclosed
to
or used by the Funds, the Financial Intermediary, JPMDS, or their
affiliates for any purpose except in the performance of their respective
duties and responsibilities under this Agreement and except for servicing
and informational mailings relating to the Funds or as permitted by
Rule
15 of Regulation S-P. Notwithstanding the foregoing, this Section G
shall
not prohibit the Financial Intermediary, the Funds, JPMDS, or any of
their
affiliates from utilizing the names of customers of Financial Intermediary
for any purpose if the names are obtained in any manner other than
from
Financial Intermediary pursuant to this
Agreement.
|
| 2. |
If
applicable, Financial Intermediary will deliver the Funds’
privacy policy as required by Regulation
S-P.
|
| 3. |
The
provisions of this Section G shall survive the termination of this
Agreement
|
| H. |
Anti-Money
Laundering Program.
|
Financial
Intermediary represents that it has established an Anti-Money Laundering Program
("AML Program") that is designed to comply with applicable U.S. laws,
regulations, and guidance, including rules of self-regulatory organizations,
relating to the prevention of money laundering, terrorist financing, and related
financial crimes. Its AML Program includes written policies and procedures
regarding the i) verification of the identity of its customers and the source
of
the customers’ funds, and ii) reporting of any suspicious transactions in a
customer’s account. Financial Intermediary agrees to cooperate with JPMDS to
satisfy JPMDS’ AML due diligence policies, which may include annual AML
compliance certifications, periodic AML due diligence reviews and/or other
requests deemed necessary to ensure its compliance with the AML
regulations.
Financial Intermediary will (but only to the extent consistent with applicable
law) take all steps necessary and appropriate to provide the Funds and/or JPMDS
with any requested information about its customers and their Fund accounts
in
the event that the Funds and/or JPMDS shall request such information due to
an
inquiry or investigation by any law enforcement, regulatory, or administrative
authority.
I.
Miscellaneous.
1.
ERISA
Assets.
|
To
the extent Shares are purchased by Financial Intermediaries’ customers
through a defined contribution plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") (a "Plan”),
Financial Intermediary represents and warrants that it
either:
|
| (a) |
is
not a "fiduciary" with respect to the provision of the services
contemplated herein to any Plan(s) as such term is defined in Section
3(21) of ERISA and Section 4975 of the Internal Revenue Code of 1986,
as
amended (the “Code”); or
|
| (b) |
its
receipt of fees pursuant to this Agreement and the provision of the
services contemplated herein to any Plan(s) will not constitute a
non-exempt "prohibited transaction" as such term is defined in Section
406
of ERISA and Section 4975 of the
Code.
|
2.
Use of Names.
Neither
party shall use the name (or any trademark, trade name, service xxxx or logo)
of
the other party or its affiliates or of the Funds in any manner without the
other party's written consent, except as required by any applicable federal
or
state law, rule or regulation, and except that Financial Intermediary may
identify the Funds in a listing of funds offered by Financial Intermediary.
3. Security
Against Unauthorized Use of Funds' Recordkeeping Systems.
Financial
Intermediary agrees to provide such security as is necessary to prevent any
unauthorized use of the Funds’ recordkeeping system, accessed via (a) the world
wide web or any URL maintained by the Funds or JPMDS, (b) a networking/data
access arrangement or (c) computer hardware or software provided to Financial
Intermediary by JPMDS.
4.
Certification of Customers' Taxpayer Identification
Numbers.
Financial
Intermediary agrees to obtain any taxpayer identification number certification
from its customers required under the Code, as amended, and any applicable
Treasury regulations, and to provide JPMDS, or its designee with timely written
notice of any failure to obtain such taxpayer identification number
certification in order to enable the implementation of any required backup
withholding.
5.
Notices.
| (a) |
Except
as otherwise specifically provided in this Agreement, all notices required
or permitted to be given pursuant to this Agreement shall be given
in
writing and delivered by:
|
| (i) |
personal
delivery;
|
| (ii) |
postage
prepaid, registered or certified United States first class mail, return
receipt requested;
|
| (iii) |
overnight
courier services; or
|
| (iv) |
facsimile
or similar electronic means of delivery (with a confirming copy by
mail as
provided herein).
|
| (b) |
Unless
otherwise notified in writing, all such notices shall be given or sent
to
the other party at the address on the signature page hereof, Attention:
President.
|
6.
Records.
Financial
Intermediary will maintain all records required to be kept by state and federal
law,
regulation or rules
relating
to transactions in Shares and, upon request by the Funds, will promptly make
such records available to the Funds or their designee.
7.
Effective Date, Amendment and Termination.
| (a) |
This
Agreement shall become effective
as
of the date executed by JPMDS or as of the first date thereafter upon
which Financial Intermediary executes any transaction, performs any
service, or receives any payment pursuant hereto.
This Agreement supersedes any other agreements between the parties
with
respect to the offer and sale of Shares and other matters covered
herein.
|
(b) This
Agreement shall continue in effect, with respect to Rule 12b-1 Fees payable
by
each Fund, until the October 31st
following the date of its execution, and thereafter for successive periods
of
one year if the form of this Agreement is approved at least annually by the
Board of the Funds, including a majority of the members of the Board of the
Funds who are not interested persons of the Funds cast in person at a meeting
called for that purpose.
(c) This
Agreement may be amended by JPMDS from time to time by the following procedure.
JPMDS will mail a copy of the amendment to Financial Intermediary's address,
as
shown below. If Financial Intermediary does not object to the amendment within
thirty (30) days after its receipt, the amendment will become part of the
Agreement. Financial Intermediary's objection must be in writing and be received
by JPMDS within such thirty days.
(d) Notwithstanding
the foregoing, this Agreement may be terminated as follows:
(i) at
any
time, without the payment of any penalty, by the vote of a majority of the
members of the Board of the Funds who are not interested persons of the Funds
or
by a vote of a majority of the outstanding voting Shares as defined in the
Investment Company Act on not more than sixty (60) days' written notice to
the
parties to this Agreement;
| (ii) |
automatically
in the event of the Agreement's assignment as defined in the Investment
Company Act, upon the termination of the Distribution Agreement between
the Funds and JPMDS, or upon the termination of the applicable
distribution plan(s); and
|
(iii) by
any
party to this Agreement without cause by giving the other party at least
thirty
(30)
days'
written notice.
| (e) |
The
termination of this Agreement with respect to any one Fund will not
cause
the Agreement's termination with respect to any other
Fund.
|
8.
Authorization.
Financial
Intermediary and JPMDS each represents to the other (i) that it has the
requisite authority
to enter into and perform its responsibilities under this Agreement;
and
(ii)
that
this
Agreement constitutes its
valid
and binding obligation.
9.
Governing Law.
This
Agreement shall be construed in accordance with the laws of the State of New
York.
JPMORGAN
DISTRIBUTION SERVICES, INC. NASD CRD Number: 104234
Street
Address: US Mail Address:
0000
Xxxxxxx Xxxxxxx XX Xxx 000000
Xxxxxxxx,
Xxxx 00000 Xxxxxxxx, Xxxx 00000-0000
Phone:
(000) 000-0000
Fax:
(000) 000-0000
By:
Name:
Title:
Date:
_____________________
Financial
Intermediary Name NASD
CRD
Number
(Please
Print or Type)
Address
City:
State
Zip
Code
Phone: Fax:
--______________________________________
By:
Authorized
Signature
Title
Print
Name or Type Name
Dated
EXHIBIT
A
TRUSTS
AND CORPORATION
JPMorgan
Trust I
JPMorgan
Trust II,
JPMorgan
Xxxxxxx Series Trust,
X.X.
Xxxxxx Xxxxxxx Mutual Fund Group, Inc.
X.X.
Xxxxxx Mutual Fund Group
X.X.
Xxxxxx Mutual Fund Investment Trust
Undiscovered
Managers Funds
v3.03012006
