Exhibit 99(e)(2)
DISTRIBUTION AGREEMENT
AGREEMENT dated as of the 19th day of February 2005, by and between each of
the entities listed on Schedule A, each of which is a corporation, business
trust or statutory trust as indicated on Schedule A (each referred to herein as
the "Trust") on behalf of themselves and each of the Funds defined below, each
having its principal place of business at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, and JPMorgan Distribution Services, Inc. ("Distributor"), a Delaware
corporation having its principal place of business at 0000 Xxxxxxx Xxxxxxx,
Xxxxxxxx, Xxxx 00000. THIS AGREEMENT SHALL BE EFFECTIVE FEBRUARY 19, 2005.
WHEREAS, the Trust is an open-end, management investment company registered
with the Securities and Exchange Commission ("Commission") under the Investment
Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, it is intended that Distributor act as the distributor of the
shares of beneficial interest ("Shares") of each of the investment portfolios of
the Trust identified in Schedule B hereto as such Schedule may be amended from
time to time (such portfolios being referred to individually as a "Fund" and
collectively as the "Funds"); and
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. SERVICES AS DISTRIBUTOR
1.1. Distributor will act as agent for the distribution of the Shares
covered by the registration statement and prospectuses of the Trust then in
effect under the Securities Act of 1933, as amended ("Securities Act"). As used
in this Agreement, the term "registration statement" shall mean Parts A (the
prospectuses), B (the Statement of Additional Information) and C of each
registration statement that is filed on Form N-1A, or any successor thereto,
with the Commission, together with any amendments thereto. The term "prospectus"
shall mean each form of prospectus and Statement of Additional Information used
by the Funds for delivery to shareholders and prospective shareholders after the
effective dates of the above referenced registration statements, together with
any amendments and supplements thereto.
1.2. Distributor agrees to use best efforts to solicit orders for the
sale of the Shares and will undertake such advertising and promotion as it
believes reasonable in connection with such solicitation. The Trust understands
that Distributor may presently and in the future be the distributor of the
shares of several investment companies or series (together, "Companies")
including Companies having investment objectives similar to those of the Trust.
The Trust further understands that investors and potential investors in the
Trust may invest in shares of such other Companies. The Trust agrees that
Distributor's duties to such Companies shall not be deemed in conflict with its
duties to the Trust under this paragraph 1.2.
Distributor may finance appropriate activities which it deems reasonable
which are primarily intended to result in the sale of the Shares, including, but
not limited to, advertising, compensation of underwriters, dealers and sales
personnel, the printing and mailing of prospectuses to other than current
Shareholders, and the printing and mailing of sales literature.
1.3. In its capacity as distributor of the Shares, all activities of
Distributor and its partners, agents, and employees shall comply with all
applicable laws, rules and regulations, including, without limitation, the 1940
Act, all rules and regulations promulgated by the Commission thereunder and all
rules and regulations adopted by any securities association registered under the
Securities Exchange Act of 1934 ("Exchange Act"). Distributor may, without
further consent on the part of the Trust, subcontract for the performance of any
services hereof with any affiliated or unaffiliated entity that is duly
registered as a broker or dealer pursuant to Section 15 of the Exchange Act,
provided, however, that Distributor shall be fully responsible to the Trust for
the acts and omissions of any party with whom it contracts.
1.4. Distributor will transmit any orders received by it for purchase
or redemption of the Shares to the transfer agent and custodian for the Funds.
1.5. Whenever in their judgment such action is warranted by unusual
market, economic or political conditions, or by abnormal circumstances of any
kind, the Trust's officers may decline to accept any orders for, or make any
sales of, the Shares until such time as those officers deem it advisable to
accept such orders and to make such sales.
1.6. Distributor will act only on its own behalf as principal if it
chooses to enter into selling agreements with selected dealers or others.
1.7. The Trust agrees at its own expense to execute any and all documents
and to furnish any and all information and otherwise to take all actions that
may be reasonably necessary in connection with the qualification of the Shares
for sale in such states as Distributor may designate.
1.8. The Trust shall furnish from time to time, for use in connection
with the sale of the Shares, such information with respect to the Funds and the
Shares as Distributor may reasonably request; and the Trust warrants that the
statements contained in any such information shall fairly show or represent what
they purport to show or represent. The Trust shall also furnish Distributor upon
request with: (a) unaudited semi-annual statements of the Funds' books and
accounts prepared by the Trust and (b) from time to time such additional
information regarding the financial condition of the Funds as Distributor may
reasonably request.
1.9. The Trust represents to Distributor that, with respect to the
Shares, all registration statements and prospectuses filed by the Trust with the
Commission under the Securities Act have been prepared in conformity with
requirements of said Act and rules and regulations of the Commission thereunder.
The registration statement and prospectuses contain all statements required to
be stated therein in conformity with said Act and the rules and regulations of
said Commission and all statements of fact contained in any such registration
statement and prospectuses are true and correct. Furthermore, neither any
registration statement nor any prospectus includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading to a purchaser of the
Shares. The Trust shall not file any amendment to any registration statement or
supplement to any prospectus without giving Distributor reasonable notice
thereof in advance; provided, however, that nothing contained in this Agreement
shall in any way limit the Trust's right to file at any time such amendments to
any registration statement and/or supplements to any
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prospectus, of whatever character, as the Trust may deem advisable, such right
being in all respects absolute and unconditional.
1.10. The Trust authorizes Distributor and dealers to use any prospectus
in the form furnished from time to time in connection with the sale of the
Shares. The Trust agrees to indemnify, defend and hold Distributor, its several
directors, officers and employees, and any person who controls Distributor
within the meaning of Section 15 of the Securities Act, free and harmless from
and against any and all claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims, demands or liabilities and any
reasonable counsel fees incurred in connection therewith) which Distributor, its
directors, officers and employees, or any such controlling person, may incur
under the Securities Act or under common law or otherwise, arising out of or
based upon (i) any untrue statement, or alleged untrue statement, of a material
fact contained in any registration statement or any prospectus, (ii) any
omission, or alleged omission, to state a material fact, required to be stated
in either any registration statement or any prospectus, or necessary to make the
statements in either thereof not misleading, or (iii) any Trust advertisement or
sales literature that is not in compliance with applicable laws, rules or
regulations (including, but not limited to the Conduct Rules of the National
Association of Securities Dealers, Inc.); provided, however, that the Trust's
agreement to indemnify Distributor, its directors, officers or employees, and
any such controlling person, shall not be deemed to cover any claims, demands,
liabilities or expenses arising out of any statements or representations as are
contained in any prospectus, advertisement or sales literature and in such
financial and other statements as are furnished in writing to the Trust by
Distributor and used in the answers to the registration statement or in the
corresponding statements made in the prospectus, advertisement or sales
literature, or arising out of or based upon any omission or alleged omission to
state a material fact in connection with the giving of such information required
to be stated in such answers or necessary to make the answers not misleading;
and further provided that the Trust's agreement to indemnify Distributor and the
Trust's representations and warranties hereinbefore set forth in paragraph 1.9
shall not be deemed to cover any liability to the Trust or its Shareholders to
which Distributor would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties, or by reason of
Distributor's reckless disregard of its obligations and duties under this
Agreement. The Trust's agreement to indemnify Distributor, its directors,
officers and employees and any such controlling person, as aforesaid, is
expressly conditioned upon the Trust being notified of any action brought
against Distributor, its officers or employees, or any such controlling person,
such notification to be given by letter or by facsimile addressed to the Trust
at its principal office in New York, New York and sent to the Trust by the
person against whom such action is brought, within 10 business days after the
summons or other first legal process shall have been served. The failure to so
notify the Trust of any such action shall not relieve to the Trust from any
liability which the Trust may have to the person against whom such action is
brought by reason of any such untrue, or allegedly untrue, statement or
omission, or alleged omission, otherwise than on account of the Trust's
indemnity agreement contained in this paragraph 1.10. The Trust will be entitled
to assume the defense of any suit brought to enforce any such claim, demand or
liability, but, in such case, such defense shall be conducted by counsel of good
standing chosen by the Trust and approved by Distributor, which approval shall
not be unreasonably withheld. Such counsel shall consult with Distributor and
give Distributor the opportunity to review any documents prepared by such
counsel prior to filing the same with the court. In the event the Trust elects
to assume the defense of any such suit and retain counsel
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of good standing approved by Distributor, the defendant or defendants in such
suit shall bear the fees and expenses of any additional counsel retained by any
of them; but in case the Trust does not elect to assume the defense of any such
suit, or in case Distributor does not approve of counsel chosen by the Trust,
the Trust will reimburse Distributor, its directors, officers and employees, or
the controlling person or persons named as defendant or defendants in such suit,
for the fees and expenses of any counsel retained by Distributor or them. The
Trust shall not, without the written consent of Distributor, consent to entry of
any judgment or enter into any settlement. Any judgment or settlement shall
include as an unconditional term the giving by the claimant or plaintiff to
Distributor and its directors, officers and employees, or any such controlling
person, of a release from all liability in respect to such claim or litigation.
The Trust's indemnification agreement contained in this paragraph 1.10 and the
Trust's representations and warranties in this Agreement shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of Distributor, its directors, officers and employees, or any controlling
person, and shall survive the delivery of any Shares and the termination of this
Agreement.
This Agreement of indemnity will inure exclusively to Distributor's
benefit, to the benefit of its several directors, officers and employees, and
their respective estates, and to the benefit of the controlling persons and
their successors. The Trust agrees promptly to notify Distributor of the
commencement of any litigation or proceedings against the Trust or any of its
officers or Trustees in connection with the issue and sale of any Shares.
1.11. Distributor agrees to indemnify, defend and hold the Trust, its
several officers and Trustees and any person who controls the Trust within the
meaning of Section 15 of the Securities Act free and harmless from and against
any and all claims, demands, liabilities and expenses (including the costs of
investigating or defending such claims, demands or liabilities and any
reasonable counsel fees incurred in connection therewith) which the Trust, its
officers or Trustees or any such controlling person, may incur under the
Securities Act or under common law or otherwise, but only to the extent that
such liability or expense incurred by the Trust, its officers or Trustees or
such controlling person resulting from such claims or demands, shall arise out
of or be based upon any untrue, or alleged untrue, statement of a material fact
contained in information furnished in writing by Distributor to the Trust and
used in the answers to any of the items of the registration statement or in the
corresponding statements made in the prospectuses, or shall arise out of or be
based upon any omission, or alleged omission, to state a material fact in
connection with such information furnished in writing by Distributor to the
Trust required to be stated in such answers or necessary to make such
information not misleading. Distributor's agreement to indemnify the Trust, its
officers and Trustees, and any such controlling person, as aforesaid, is
expressly conditioned upon Distributor being notified of any action brought
against the Trust, its officers or Trustees, or any such controlling person,
such notification to be given by letter or facsimile addressed to Distributor at
its principal office in Columbus, Ohio, and sent to Distributor by the person
against whom such action is brought, within 10 business days after the summons
or other first legal process shall have been served. Distributor shall have the
right of first control of the defense of such action, with counsel of its own
choosing, satisfactory to the Trust, if such action is based solely upon such
alleged misstatement or omission on Distributor's part, and in any other event
the Trust, its officers or Trustees or such controlling person shall each have
the right to participate in the defense or preparation of the defense of any
such action. The failure to so notify Distributor of any such action shall not
relieve Distributor from any
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liability which Distributor may have to the Trust, its officers or Trustees, or
to such controlling person by reason of any such untrue or alleged untrue
statement, or omission or alleged omission, otherwise than on account of
Distributor's indemnity agreement contained in this paragraph 1.11.
1.12. No Shares shall be offered by either Distributor or the Trust under
any of the provisions of this Agreement and no orders for the purchase or sale
of Shares hereunder shall be accepted by the Trust if and so long as the
effectiveness of the registration statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the
Securities Act or if and so long as a current prospectus as required by Section
10(b)(2) of said Act is not on file with the Commission; provided, however, that
nothing contained in this paragraph 1.12 shall in any way restrict or have an
application to or bearing upon the Trust's obligation to repurchase Shares from
any Shareholder in accordance with the provisions of the Trust's prospectuses,
charter or by-laws.
1.13. The Trust agrees to advise Distributor as soon as reasonably
practical by a notice in writing delivered to Distributor or its counsel:
(a) of any request by the Commission for amendments to the
registration statement or prospectus then in effect or for additional
information;
(b) in the event of the issuance by the Commission of any stop
order suspending the effectiveness of the registration statement or
prospectus then in effect or the initiation by service of process on the
Trust of any proceeding for that purpose;
(c) of the happening of any event that makes untrue any statement
of a material fact made in the registration statement or prospectuses then
in effect or which requires the making of a change in such registration
statement or prospectus in order to make the statements therein not
misleading; and
(d) of all actions of the Commission with respect to any amendment
to any registration statement or prospectuses which may from time to time
be filed with the Commission.
For purposes of this section, informal requests by or acts of the Staff of
the Commission shall not be deemed actions of or requests by the Commission.
1.14. The Trust and Distributor acknowledge and agree on behalf of
themselves and their directors, trustees, officers and employees that they may
receive from each other information, or access to information, about the
customers or about consumers generally (collectively, "Customer Information")
including, but not limited to, nonpublic personal information such as a
customer's name, address, telephone number, account relationships, account
balances and account histories. All information, including Customer Information,
obtained pursuant to this Agreement shall be considered confidential
information. Neither party shall disclose such confidential information to any
other person or entity or use such confidential information other than to carry
out the purposes of this Agreement, including its use under sections 248.14 and
248.15 of Regulation S-P (17 CFR 248.1 - 248.30) in the ordinary course of
carrying out the purposes of the Distribution Agreement. Distributor agrees to:
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(a) Limit access to Customer Information which is obtained pursuant
to this Addendum to employees who have a need to know such Customer
Information to effect the purposes of this agreement;
(b) Safeguard and maintain the confidentiality and security of
Customer Information which is obtained pursuant to this Addendum; and
(c) Use Customer Information obtained pursuant to this Addendum
only to carry out the purposes for which the Customer Information was
disclosed and for no other purpose.
Distributor shall not directly or through an affiliate, disclose an account
number or similar form of access number or access code for an account for use in
telemarketing, direct mail marketing, or marketing through electronic mail,
except as permitted in Section 248.12 of Regulation S-P.
1.15. This Agreement shall be governed by the laws of the State of
Delaware.
1.16. The Distributor shall maintain policies and procedures that are
reasonably designed to prevent violations of the federal securities laws, and
shall employ personnel to administer the policies and procedures who have the
requisite level of skill and competence required to effectively discharge its
responsibilities. The Distributor shall also provide the Fund's chief compliance
officer with periodic reports regarding its compliance with the federal
securities laws, and shall promptly provide special reports in the event of any
material violation of the federal securities laws.
2. TERM, DURATION AND TERMINATION
This Agreement shall become effective February 19, 2005 and, unless sooner
terminated as provided herein, shall continue until October 31, 2005.
Thereafter, if not terminated, this Agreement shall continue automatically for
successive one-year terms, provided that such continuance is specifically
approved at least annually by (a) the vote of a majority of those members of the
Trust's Board of Trustees who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting for the purpose of voting
on such approval and (b) the vote of the Trust's Board of Trustees or the vote
of a majority of the outstanding voting securities of such Fund. This Agreement
may be terminated with respect to a Fund without penalty, on not less than 60
days prior written notice, by the Trust's Board of Trustees, by vote of a
majority of the outstanding voting securities of the Fund or by Distributor. The
termination of this Agreement with respect to one Fund or Trust shall not result
in the termination of the Agreement with respect to any other Fund or Trust.
This Agreement will also terminate automatically in the event of its assignment.
(As used in this Agreement, the terms "majority of the outstanding voting
securities", "interested persons" and "assignment" shall have the same meanings
as ascribed to such terms in the 1940 Act.)
3. SALE OF SHARES SUBJECT TO A FRONT-END SALES LOAD
3.1. Under this Agreement, the following provisions shall apply with
respect to the sale of and payment for those Shares sold at an offering price
which includes a front-end sales
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load ("Front-End Load Shares") as described in the prospectuses of the Funds
identified on Schedule C hereto (collectively, the "Front-End Load Funds";
individually a "Front-End Load Fund"):
(a) Distributor shall have the right to purchase Front-End Load
Shares from the Front-End Load Funds at their net asset value and to sell
such Shares to the public against orders therefor at the applicable public
offering price, as defined in Section 3.2 below. Distributor also shall
have the right to pay all or a portion of the sales charge referred to in
Section 3.2 below to brokers, dealers, and other financial institutions and
intermediaries selling Front-End Load Shares.
(b) Prior to the time of delivery of any Front-End Load Shares by a
Front-End Load Fund to, or on the order of, Distributor, Distributor shall
pay or cause to be paid to the Front-End Load Fund or to its order an
amount in Boston or New York clearing house funds equal to the applicable
net asset value of such Shares. Distributor may retain all or a portion of
any sales charge payable to brokers, dealers, and other financial
institutions and intermediaries.
3.2. The public offering price of Front-End Load Shares of a Front-End
Load Fund shall be the net asset value of the Share, plus any applicable sales
charge, all as set forth in the current prospectus of the Front-End Load Fund.
The net asset value of Front-End Load Shares shall be determined in accordance
with the provisions of the Trust's charter and by-laws, and the then-current
prospectus of the Front-End Load Fund.
3.3. The Front-End Load Funds reserve the right to issue, transfer or
sell Front-End Load Shares at net asset value (a) in connection with merger or
consolidation of the Trust or the Front-End Load Fund(s) with any other
investment company or the acquisition by the Trust or the Front-End Load Fund(s)
of all or substantially all of the assets or of the outstanding Shares of any
other investment company; (b) in connection with a pro rata distribution
directly to the holders of Shares in the nature of a stock dividend or split;
(c) upon the exercise of subscription rights granted to the holders of Shares on
a pro rata basis; (d) in connection with the issuance of Shares pursuant to any
exchange and reinvestment privileges described in any then-current prospectus of
the Front-End Load Fund; and (e) otherwise in accordance with any then-current
prospectus of the Front-End Load Fund.
4. SHARES SUBJECT TO A RULE 12B-1 FEE
4.1. Under this Agreement, the following provisions shall apply with
respect to Shares of Classes of the Trust's Shares, other than those of a Class
featuring a contingent deferred sales charge ("CDSC"), that are subject to a fee
under a Distribution Plan under Rule 12b-1 ("Plan") as described in the
prospectuses of the Funds and identified on Schedule D hereto (collectively, the
"Distribution Plan Classes;" individually a "Distribution Plan Class"):
(a) Distributor shall receive from the Trust all distribution fees,
as applicable, at the rate and under the terms and conditions set forth in
each Plan adopted by each Distribution Plan Class of each Fund, as such
Plans may be amended from time to time, and subject to any further
limitations on such fees as the Board may impose. Distributor's
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right to payment of distribution fees on such Shares shall continue after
termination of this Agreement, subject only to the continued effectiveness
of the applicable Plan (such effectiveness controlled exclusively by the
terms of the Plan).
(b) Distributor may reallow any or all of the distribution fees
which it is paid by the Trust with respect to each Distribution Plan Class
of each Fund to such brokers, dealers and other financial institutions and
intermediaries as Distributor may from time to time determine.
5. SHARES SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE
5.1. The Trust may offer Shares subject to a CDSC. Distributor may pay
brokers, dealers and other financial institutions and intermediaries commissions
with regard to the sale of CDSC Shares. Under this Agreement, the following
provisions shall apply with respect to Shares of a Class featuring a CDSC (a
"CDSC Class") as described in the prospectuses of the Funds and identified on
Schedules E and F hereto.
(a) Distributor shall be entitled to receive all CDSC payments on
Shares of a CDSC Class. Distributor may assign or sell to a third party (a
"CDSC Financing Entity") all or a part of the CDSC payments on Shares of a
CDSC Class that Distributor is entitled to receive under this Agreement.
Distributor's right to payment on Shares of a CDSC Class shall continue
after termination of this Agreement.
(b) Distributor shall be entitled to receive all distribution fees
at the rate and under the terms and conditions set forth in the Plan
adopted by the Trust with respect to a CDSC Class on Shares sold. The
distribution-related services rendered by Distributor for which Distributor
is entitled to receive any portion of such fees shall be deemed to have
been completed at the time of the initial purchase of the Shares taken into
account in computing such portion of such fees. Distributor may assign or
sell to a CDSC Financing Entity all or a part of the distribution fees
Distributor is entitled to receive from the Trust under the Plan.
Distributor's right to payment of distribution fees on such Shares shall
continue after termination of this Agreement, subject only to the continued
effectiveness of the Plan (such effectiveness controlled exclusively by the
terms of such Plan). The Trust's obligation to pay distribution fees that
are assigned to a CDSC Financing Entity or paid to Distributor in
connection with the financing of CDSC Classes is absolute and unconditional
as long as the Plan is effective and shall not be subject to any dispute,
offset, counterclaim or defense whatsoever.
(c) Distributor shall not be required to offer or sell Shares of a
CDSC Class if the Plan adopted by the CDSC Class is terminated and unless
and until it has received a binding commitment from a CDSC Financing Entity
(a "Commitment") satisfactory to Distributor which Commitment shall cover
all expenses and fees related to the offer and sale of such Shares of the
CDSC Class including but not limited to dealer reallowances, financing
commitment fees, and legal fees. If at any time during the term of this
Agreement the Plan adopted by the CDSC Class terminates or the then-current
CDSC financing is terminated through no fault of Distributor, Distributor
has the right to immediately suspend CDSC Share sales until substitute
financing becomes effective.
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(d) Distributor may enter into arrangements regarding the financing
of commissions pertaining to the sale of shares of a CDSC Class only upon
written approval of the Trust's Treasurer, or his or her designee, such
approval not to be unreasonably withheld.
(e) Distributor and the Trust hereby agree that the terms and
conditions set forth herein regarding the offer and sale of Shares of a
CDSC Class may be amended upon approval of both parties in order to comply
with the terms and conditions of any agreement with a CDSC Financing Entity
to finance the costs for the offer and sale of Shares of a CDSC Class so
long as such terms and conditions are in compliance with the Plan.
6. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS
The obligations of the Trust entered into in the name or on behalf thereof
by any of the Trustees, representatives or agents are made not individually, but
in such capacities, and are not binding upon any of the Trustees, Shareholders
or representatives of the Trust personally, but bind only the assets of the
Trust, and all persons dealing with any series and/or class of Shares of the
Trust must look solely to the assets of the Trust belonging to such series
and/or class for the enforcement of any claims against the Trust.
The execution and delivery of this Agreement have been authorized by the
Trustees, and this Agreement has been signed and delivered by an authorized
officer of the Trust, acting as such, and neither such authorization by the
Trustees nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the Trust as provided in
the Trust's Declaration of Trust or charter.
7. ANTI-MONEY LAUNDERING
Each of Distributor and the Trust acknowledges that it is a financial
institution subject to the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (PATRIOT ACT) Act
of 2001 and the Bank Secrecy Act (collectively, the "AML Acts"), which require
among other things, that financial institutions adopt compliance programs to
guard against money laundering. Each represents and warrants to the other that
it is in compliance with and will continue to comply with the AML Acts and
applicable regulations in all relevant respects. Each of Distributor and the
Trust agrees that it will take such further steps, and cooperate with the other,
to facilitate such compliance, including but not limited to the provision of
copies of its written procedures, policies and controls related thereto ("AML
Operations"). Distributor undertakes that it will grant to the Trust, the
Trust's compliance officer and the applicable regulatory agencies, reasonable
access to copies of Distributor's AML Operations, books and records pertaining
to the Trust. Distributor also hereby agrees to comply with all applicable laws
and regulations relating to anti-money laundering and terrorist financing and
with the provisions of the Funds' and Distributor's anti-money laundering
program designed to guard against money laundering activities.
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8. COUNTERPARTS
This Agreement may be executed by the parties in any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same Agreement.
[SIGNATURE PAGE(S) FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first written
above.
X.X. XXXXXX XXXXXXX MUTUAL FUND GROUP, INC.
X.X. XXXXXX MUTUAL FUND GROUP
X.X. XXXXXX MUTUAL FUND INVESTMENT TRUST
UNDISCOVERED MANAGERS FUNDS
X.X. XXXXXX XXXXXXX SERIES TRUST
X.X. XXXXXX SERIES TRUST II
JPMORGAN TRUST I
JPMORGAN TRUST II
EACH ON BEHALF OF ITSELF AND EACH OF ITS FUNDS
By:
------------------------------------------
Name:
Title:
ACCEPTED BY:
JPMORGAN DISTRIBUTION SERVICES,
INC.
By:
------------------------------------------
Name:
Title:
11
SCHEDULE A
TO THE DISTRIBUTION AGREEMENT
(EFFECTIVE AS OF FEBRUARY 19, 2005)
NAME OF TRUST
NAME OF ENTITY STATE AND FORM OF ORGANIZATION
---------------------------------------------------------- ------------------------------
X.X. Xxxxxx Xxxxxxx Mutual Fund Group, Inc. Maryland corporation
X.X. Xxxxxx Mutual Fund Group Massachusetts business trust
X.X. Xxxxxx Mutual Fund Investment Trust Massachusetts business trust
Undiscovered Managers Funds Massachusetts business trust
X.X. Xxxxxx Series Trust II Delaware statutory trust
X.X. Xxxxxx Xxxxxxx Series Trust Massachusetts business trust
JPMorgan Trust I Delaware statutory trust
JPMorgan Trust II Delaware statutory trust
A-1
SCHEDULE B
TO THE
DISTRIBUTION AGREEMENT
(EFFECTIVE AS OF FEBRUARY 19, 2005)
MONEY MARKET FUNDS
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan 100% U.S. Treasury Securities Money Market Fund JPMorgan 100% U.S. Treasury Securities Money Market Fund
JPMorgan California Municipal Money Market Fund JPMorgan California Tax Free Money Market Fund
JPMorgan Federal Money Market Fund JPMorgan Federal Money Market Fund
JPMorgan New York Municipal Market Fund JPMorgan New York Tax Free Money Market Fund
JPMorgan Prime Money Market Fund JPMorgan Prime Money Market Fund
JPMorgan Tax Free Money Market Fund JPMorgan Tax Free Money Market Fund
JPMorgan U.S. Government Money Market Fund One Group Government Money Market Fund
JPMorgan Michigan Municipal Money Market Fund One Group Michigan Municipal Money Market Fund
JPMorgan Municipal Money Market Fund One Group Municipal Money Market Fund
JPMorgan Ohio Municipal Money Market Fund One Group Ohio Municipal Money Market Fund
JPMorgan Liquid Assets Money Market Fund One Group Prime Money Market Fund
JPMorgan Treasury Only Money Market Fund One Group Treasury Only Money Market Fund
JPMorgan U.S. Treasury Plus Money Market Fund One Group U.S. Treasury Securities Money Market Fund
EQUITY FUNDS
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Capital Growth Fund JPMorgan Capital Growth Fund
JPMorgan Disciplined Equity Fund JPMorgan Disciplined Equity Fund
JPMorgan Diversified Fund JPMorgan Diversified Fund
JPMorgan Dynamic Small Cap Fund JPMorgan Dynamic Small Cap Fund
JPMorgan Asia Equity Fund JPMorgan Xxxxxxx Asia Equity Fund
JPMorgan Emerging Markets Equity Fund JPMorgan Xxxxxxx Emerging Markets Equity Fund
JPMorgan International Equity Fund JPMorgan Xxxxxxx International Equity Fund
JPMorgan International Growth Fund JPMorgan Xxxxxxx International Growth Fund
JPMorgan International Opportunities Fund JPMorgan Xxxxxxx International Opportunities Fund
JPMorgan International Small Cap Equity Fund JPMorgan Xxxxxxx International Small Cap Equity Fund
JPMorgan International Value Fund JPMorgan Xxxxxxx International Value Fund
JPMorgan Intrepid European Fund JPMorgan Xxxxxxx Intrepid European Fund
JPMorgan Japan Fund JPMorgan Xxxxxxx Japan Fund
JPMorgan Tax Aware International Opportunities Fund JPMorgan Xxxxxxx Tax Aware International Opportunities
Fund
JPMorgan Global Healthcare Fund JPMorgan Global Healthcare Fund
JPMorgan Growth & Income Fund JPMorgan Growth and Income Fund
JPMorgan International Equity Portfolio JPMorgan International Equity Portfolio
JPMorgan Intrepid America Fund JPMorgan Intrepid America Fund
JPMorgan Intrepid Growth Fund JPMorgan Intrepid Growth Fund
JPMorgan Intrepid Contrarian Fund JPMorgan Intrepid Investor Fund
JPMorgan Intrepid Value Fund JPMorgan Intrepid Value Fund
JPMorgan Market Neutral Fund JPMorgan Market Neutral Fund
JPMorgan Mid Cap Equity Fund JPMorgan Mid Cap Equity Fund
JPMorgan Mid Cap Growth Fund JPMorgan Mid Cap Growth Fund
JPMorgan Mid Cap Value Fund JPMorgan Mid Cap Value Fund
JPMorgan Mid Cap Value Portfolio JPMorgan Mid Cap Value Portfolio
B-1
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Multi-Manager Small Cap Growth Fund JPMorgan Multi-Manager Small Cap Growth Fund
JPMorgan Multi-Manager Small Cap Value Fund JPMorgan Multi-Manager Small Cap Value Fund
JPMorgan Select Growth & Income Fund JPMorgan Select Growth and Income Fund
JPMorgan Small Cap Equity Fund JPMorgan Small Cap Equity Fund
JPMorgan Small Company Portfolio JPMorgan Small Company Portfolio
JPMorgan Tax Aware Disciplined Equity Fund JPMorgan Tax Aware Disciplined Equity Fund
JPMorgan Tax Aware Large Cap Growth Fund JPMorgan Tax Aware Large Cap Growth Fund
JPMorgan Tax Aware Large Cap Value Fund JPMorgan Tax Aware Large Cap Value Fund
JPMorgan Tax Aware U.S. Equity Fund JPMorgan Tax Aware U.S. Equity Fund
JPMorgan Trust Small Cap Equity Fund JPMorgan Trust Small Cap Equity Fund
JPMorgan U.S. Equity Fund JPMorgan U.S. Equity Fund
JPMorgan U.S. Large Cap Core Equity Portfolio JPMorgan U.S. Large Cap Core Equity Portfolio
JPMorgan U.S. Small Company Fund JPMorgan U.S. Small Company Fund
Undiscovered Managers Small Cap Growth Fund UM Small Cap Growth Fund
Undiscovered Managers Behavioral Growth Fund Undiscovered Managers Behavioral Growth Fund
Undiscovered Managers Behavioral Value Fund Undiscovered Managers Behavioral Value Fund
Undiscovered Managers REIT Fund Undiscovered Managers REIT Fund
JPMorgan Diversified Mid Cap Fund One Group Diversified Mid Cap Fund
JPMorgan Equity Income Fund One Group Equity Income Fund
JPMorgan Equity Index Fund One Group Equity Index Fund
JPMorgan International Equity Index Fund One Group International Equity Index Fund
JPMorgan Large Cap Growth Fund One Group Large Cap Growth Fund
JPMorgan Large Cap Value Fund One Group Large Cap Value Fund
JPMorgan Market Expansion Index Fund One Group Market Expansion Index Fund
JPMorgan Multi-Cap Market Neutral Fund One Group Market Neutral Fund
JPMorgan Diversified Mid Cap Growth Fund One Group Mid Cap Growth Fund
JPMorgan Diversified Mid Cap Value Fund One Group Mid Cap Value Fund
JPMorgan U.S. Real Estate Fund One Group Real Estate Fund
JPMorgan Small Cap Growth Fund One Group Small Cap Growth Fund
JPMorgan Small Cap Value Fund One Group Small Cap Value Fund
JPMorgan Strategic Small Cap Value Fund One Group Strategic Small Cap Value Fund
JPMorgan Technology Fund One Group Technology Fund
FIXED INCOME FUNDS
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Bond Fund JPMorgan Bond Fund
JPMorgan Bond Portfolio JPMorgan Bond Portfolio
JPMorgan California Tax Free Bond Fund JPMorgan California Bond Fund
JPMorgan Enhanced Income Fund JPMorgan Enhanced Income Fund
JPMorgan Emerging Markets Debt Fund JPMorgan Xxxxxxx Emerging Markets Debt Fund
JPMorgan Global Strategic Income Fund JPMorgan Global Strategic Income Fund
JPMorgan Intermediate Tax Free Bond Fund JPMorgan Intermediate Tax Free Income Fund
JPMorgan New Jersey Tax Free Bond Fund JPMorgan New Jersey Tax Free Income Fund
JPMorgan New York Tax Free Bond Fund JPMorgan New York Intermediate Tax Free Income Fund
JPMorgan Short Term Bond Fund JPMorgan Short Term Bond Fund
JPMorgan Short Term Bond Fund II JPMorgan Short Term Bond Fund II
JPMorgan Tax Aware Enhanced Income Fund JPMorgan Tax Aware Enhanced Income Fund
JPMorgan Tax Aware Real Income Fund JPMorgan Tax Aware Real Income Fund
JPMorgan Tax Aware Short-Intermediate Income Fund JPMorgan Tax Aware Short-Intermediate Income Fund
JPMorgan Arizona Municipal Bond Fund One Group Arizona Municipal Bond Fund
B-2
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Core Bond Fund One Group Bond Fund
JPMorgan Government Bond Fund One Group Government Bond Fund
JPMorgan High Yield Bond Fund One Group High Yield Bond Fund
JPMorgan Core Plus Bond Fund One Group Income Bond Fund
JPMorgan Intermediate Bond Fund One Group Intermediate Bond Fund
JPMorgan Kentucky Municipal Bond Fund One Group Kentucky Municipal Bond Fund
JPMorgan Louisiana Municipal Bond Fund One Group Louisiana Municipal Bond Fund
JPMorgan Michigan Municipal Bond Fund One Group Michigan Municipal Bond Fund
JPMorgan Mortgage-Backed Securities Fund One Group Mortgage-Backed Securities Fund
JPMorgan Municipal Income Fund One Group Municipal Income Fund
JPMorgan Ohio Municipal Bond Fund One Group Ohio Municipal Bond Fund
JPMorgan Short Duration Bond Fund One Group Short-Term Bond Fund
JPMorgan Short Term Municipal Bond Fund One Group Short-Term Municipal Bond Fund
JPMorgan Tax Free Bond Fund One Group Tax-Free Bond Fund
JPMorgan Treasury & Agency Fund One Group Treasury & Agency Fund
JPMorgan Ultra Short Term Bond Fund One Group Ultra Short-Term Bond Fund
JPMorgan West Virginia Municipal Bond Fund One Group West Virginia Municipal Bond Fund
INVESTOR FUNDS
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Investor Balanced Fund One Group Investor Balanced Fund
JPMorgan Investor Conservative Growth Fund One Group Investor Conservative Growth Fund
JPMorgan Investor Growth & Income Fund One Group Investor Growth & Income Fund
JPMorgan Investor Growth Fund One Group Investor Growth Fund
B-3
SCHEDULE C
TO THE
DISTRIBUTION AGREEMENT
SHARES SUBJECT TO FRONT-END SALES LOAD
(EFFECTIVE AS OF FEBRUARY 19, 2005)
EQUITY FUNDS
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Capital Growth Fund JPMorgan Capital Growth Fund
JPMorgan Disciplined Equity Fund JPMorgan Disciplined Equity Fund
JPMorgan Diversified Fund JPMorgan Diversified Fund
JPMorgan Dynamic Small Cap Fund JPMorgan Dynamic Small Cap Fund
JPMorgan Asia Equity Fund JPMorgan Xxxxxxx Asia Equity Fund
JPMorgan Emerging Markets Equity Fund JPMorgan Xxxxxxx Emerging Markets Equity Fund
JPMorgan International Equity Fund JPMorgan Xxxxxxx International Equity Fund
JPMorgan International Growth Fund JPMorgan Xxxxxxx International Growth Fund
JPMorgan International Opportunities Fund JPMorgan Xxxxxxx International Opportunities Fund
JPMorgan International Small Cap Equity Fund JPMorgan Xxxxxxx International Small Cap Equity Fund
JPMorgan International Value Fund JPMorgan Xxxxxxx International Value Fund
JPMorgan Intrepid European Fund JPMorgan Xxxxxxx Intrepid European Fund
JPMorgan Japan Fund JPMorgan Xxxxxxx Japan Fund
JPMorgan Tax Aware International Opportunities Fund JPMorgan Xxxxxxx Tax Aware International Opportunities
Fund
JPMorgan Global Healthcare Fund JPMorgan Global Healthcare Fund
JPMorgan Growth & Income Fund JPMorgan Growth and Income Fund
JPMorgan Intrepid America Fund JPMorgan Intrepid America Fund
JPMorgan Intrepid Growth Fund JPMorgan Intrepid Growth Fund
JPMorgan Intrepid Contrarian Fund JPMorgan Intrepid Investor Fund
JPMorgan Intrepid Value Fund JPMorgan Intrepid Value Fund
JPMorgan Market Neutral Fund JPMorgan Market Neutral Fund
JPMorgan Mid Cap Equity Fund JPMorgan Mid Cap Equity Fund
JPMorgan Mid Cap Growth Fund JPMorgan Mid Cap Growth Fund
JPMorgan Mid Cap Value Fund JPMorgan Mid Cap Value Fund
JPMorgan Small Cap Equity Fund JPMorgan Small Cap Equity Fund
JPMorgan Tax Aware U.S. Equity Fund JPMorgan Tax Aware U.S. Equity Fund
JPMorgan U.S. Equity Fund JPMorgan U.S. Equity Fund
Undiscovered Managers Small Cap Growth Fund UM Small Cap Growth Fund
Undiscovered Managers Behavioral Growth Fund Undiscovered Managers Behavioral Growth Fund
Undiscovered Managers Behavioral Value Fund Undiscovered Managers Behavioral Value Fund
Undiscovered Managers REIT Fund Undiscovered Managers REIT Fund
JPMorgan Diversified Mid Cap Fund One Group Diversified Mid Cap Fund
JPMorgan Equity Income Fund One Group Equity Income Fund
JPMorgan Equity Index Fund One Group Equity Index Fund
JPMorgan International Equity Index Fund One Group International Equity Index Fund
JPMorgan Large Cap Growth Fund One Group Large Cap Growth Fund
JPMorgan Large Cap Value Fund One Group Large Cap Value Fund
JPMorgan Market Expansion Index Fund One Group Market Expansion Index Fund
JPMorgan Multi-Cap Market Neutral Fund One Group Market Neutral Fund
JPMorgan Diversified Mid Cap Growth Fund One Group Mid Cap Growth Fund
JPMorgan Diversified Mid Cap Value Fund One Group Mid Cap Value Fund
JPMorgan U.S. Real Estate Fund One Group Real Estate Fund
C-1
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Small Cap Growth Fund One Group Small Cap Growth Fund
JPMorgan Small Cap Value Fund One Group Small Cap Value Fund
JPMorgan Strategic Small Cap Value Fund One Group Strategic Small Cap Value Fund
JPMorgan Technology Fund One Group Technology Fund
FIXED INCOME FUNDS
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Bond Fund JPMorgan Bond Fund
JPMorgan California Tax Free Bond Fund JPMorgan California Bond Fund
JPMorgan Enhanced Income Fund JPMorgan Enhanced Income Fund
JPMorgan Global Strategic Income Fund JPMorgan Global Strategic Income Fund
JPMorgan Intermediate Tax Free Bond Fund JPMorgan Intermediate Tax Free Income Fund
JPMorgan New Jersey Tax Free Bond Fund JPMorgan New Jersey Tax Free Income Fund
JPMorgan New York Tax Free Bond Fund JPMorgan New York Intermediate Tax Free Income Fund
JPMorgan Short Term Bond Fund JPMorgan Short Term Bond Fund
JPMorgan Short Term Bond Fund II JPMorgan Short Term Bond Fund II
JPMorgan Tax Aware Enhanced Income Fund JPMorgan Tax Aware Enhanced Income Fund
JPMorgan Tax Aware Real Income Fund JPMorgan Tax Aware Real Income Fund
JPMorgan Arizona Municipal Bond Fund One Group Arizona Municipal Bond Fund
JPMorgan Core Bond Fund One Group Bond Fund
JPMorgan Government Bond Fund One Group Government Bond Fund
JPMorgan High Yield Bond Fund One Group High Yield Bond Fund
JPMorgan Core Plus Bond Fund One Group Income Bond Fund
JPMorgan Intermediate Bond Fund One Group Intermediate Bond Fund
JPMorgan Kentucky Tax Free Bond Fund One Group Kentucky Municipal Bond Fund
JPMorgan Louisiana Municipal Bond Fund One Group Louisiana Municipal Bond Fund
JPMorgan Michigan Municipal Bond Fund One Group Michigan Municipal Bond Fund
JPMorgan Municipal Income Fund One Group Municipal Income Fund
JPMorgan Ohio Municipal Bond Fund One Group Ohio Municipal Bond Fund
JPMorgan Short Duration Bond Fund One Group Short-Term Bond Fund
JPMorgan Short Term Municipal Bond Fund One Group Short-Term Municipal Bond Fund
JPMorgan Tax Free Bond Fund One Group Tax-Free Bond Fund
JPMorgan Treasury & Agency Fund One Group Treasury & Agency Fund
JPMorgan Ultra Short Term Bond Fund One Group Ultra Short-Term Bond Fund
JPMorgan West Virginia Municipal Bond Fund One Group West Virginia Municipal Bond Fund
INVESTOR FUNDS
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Investor Balanced Fund One Group Investor Balanced Fund
JPMorgan Investor Conservative Growth Fund One Group Investor Conservative Growth Fund
JPMorgan Investor Growth & Income Fund One Group Investor Growth & Income Fund
JPMorgan Investor Growth Fund One Group Investor Growth Fund
C-2
SCHEDULE D
TO THE
DISTRIBUTION AGREEMENT
DISTRIBUTION PLAN CLASSES
(EFFECTIVE AS OF FEBRUARY 19, 2005)
NAME OF THE FUND
MONEY MARKET FUNDS
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan 100% U.S. Treasury Securities Money Market Fund JPMorgan 100% U.S. Treasury Securities Money Market
-- Xxxxxx Class Shares Fund -- Xxxxxx Class Shares
JPMorgan 100% U.S. Treasury Securities Money Market Fund JPMorgan 100% U.S. Treasury Securities Money Market
-- Reserve Class Shares Fund -- Reserve Class Shares
JPMorgan California Municipal Money Market Fund -- Xxxxxx JPMorgan California Tax Free Money Market Fund --
Class Shares Xxxxxx Class Shares
JPMorgan Federal Money Market Fund -- Xxxxxx Class Shares JPMorgan Federal Money Market Fund -- Xxxxxx Class
Shares
JPMorgan Federal Money Market Fund -- Reserve Class Shares JPMorgan Federal Money Market Fund -- Reserve Class
Shares
JPMorgan New York Municipal Market Fund -- Xxxxxx Class JPMorgan New York Tax Free Money Market Fund -- Xxxxxx
Shares Class Shares
JPMorgan New York Municipal Market Fund -- Reserve Class JPMorgan New York Tax Free Money Market Fund -- Reserve
Shares Class Shares
JPMorgan Prime Money Market Fund -- Reserve Class Shares JPMorgan Prime Money Market Fund -- Reserve Class Shares
JPMorgan Tax Free Money Market Fund -- Xxxxxx Class Shares JPMorgan Tax Free Money Market Fund -- Xxxxxx Class
Shares
JPMorgan Tax Free Money Market Fund -- Reserve Class JPMorgan Tax Free Money Market Fund -- Reserve Class
Shares Shares
JPMorgan U.S. Government Money Market Fund -- Xxxxxx Class One Group Government Money Market Fund -- Xxxxxx Class
Shares Shares
JPMorgan U.S. Government Money Market Fund -- Reserve One Group Government Money Market Fund -- Class A Shares
Class Shares
JPMorgan Michigan Municipal Money Market Fund -- Reserve One Group Michigan Municipal Money Market Fund -- Class
Class Shares A Shares
JPMorgan Michigan Municipal Money Market Fund -- Xxxxxx One Group Michigan Municipal Money Market Fund --
Class Shares Xxxxxx Class Shares
JPMorgan Municipal Money Market Fund -- Reserve Class One Group Municipal Money Market Fund -- Class A Shares
Shares
JPMorgan Municipal Money Market Fund -- Xxxxxx Class One Group Municipal Money Market Fund -- Xxxxxx Class
Shares Shares
JPMorgan Ohio Municipal Money Market Fund -- Reserve Class One Group Ohio Municipal Money Market Fund -- Class A
Shares Shares
JPMorgan Ohio Municipal Money Market Fund -- Xxxxxx Class One Group Ohio Municipal Money Market Fund -- Xxxxxx
Shares Class Shares
JPMorgan Liquid Assets Money Market Fund -- Reserve Class One Group Prime Money Market Fund -- Class A Shares
Shares
JPMorgan Liquid Assets Money Market Fund -- Xxxxxx Class One Group Prime Money Market Fund -- Xxxxxx Class Shares
Shares
JPMorgan U.S. Treasury Plus Money Market Fund -- One Group U.S. Treasury Securities Money Market
D-1
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
Reserve Class Shares Fund -- Class A Shares
JPMorgan U.S. Treasury Plus Money Market Fund -- Xxxxxx One Group U.S. Treasury Securities Money Market Fund --
Class Shares Xxxxxx Class Shares
EQUITY FUNDS
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Capital Growth Fund -- Class A Shares JPMorgan Capital Growth Fund -- Class A Shares
JPMorgan Disciplined Equity Fund -- Class A Shares JPMorgan Disciplined Equity Fund -- Class A Shares
JPMorgan Diversified Fund -- Class A Shares JPMorgan Diversified Fund -- Class A Shares
JPMorgan Dynamic Small Cap Fund -- Class A Shares JPMorgan Dynamic Small Cap Fund -- Class A Shares
JPMorgan Asia Equity Fund -- Class A Shares JPMorgan Xxxxxxx Asia Equity Fund -- Class A Shares
JPMorgan Emerging Markets Equity Fund -- Class A Shares JPMorgan Xxxxxxx Emerging Markets Equity Fund -- Class
A Shares
JPMorgan International Equity Fund -- Class A Shares JPMorgan Xxxxxxx International Equity Fund -- Class A
Shares
JPMorgan International Growth Fund -- Class A Shares JPMorgan Xxxxxxx International Growth Fund -- Class A
Shares
JPMorgan International Opportunities Fund -- Class A JPMorgan Xxxxxxx International Opportunities Fund --
Shares Class A Shares
JPMorgan International Small Cap Equity Fund -- Class A JPMorgan Xxxxxxx International Small Cap Equity Fund --
Shares Class A Shares
JPMorgan International Value Fund -- Class A Shares JPMorgan Xxxxxxx International Value Fund -- Class A
Shares
JPMorgan Intrepid European Fund -- Class A Shares JPMorgan Xxxxxxx Intrepid European Fund -- Class A
Shares
JPMorgan Japan Fund -- Class A Shares JPMorgan Xxxxxxx Japan Fund -- Class A Shares
JPMorgan Tax Aware International Opportunities Fund -- JPMorgan Xxxxxxx Tax Aware International Opportunities
Class A Shares Fund -- Class A Shares
JPMorgan Global Healthcare Fund -- Class A Shares JPMorgan Global Healthcare Fund -- Class A Shares
JPMorgan Growth & Income Fund -- Class A Shares JPMorgan Growth and Income Fund -- Class A Shares
JPMorgan Intrepid America Fund -- Class A Shares JPMorgan Intrepid America Fund -- Class A Shares
JPMorgan Intrepid Growth Fund -- Class A Shares JPMorgan Intrepid Growth Fund -- Class A Shares
JPMorgan Intrepid Contrarian Fund -- Class A Shares JPMorgan Intrepid Investor Fund -- Class A Shares
JPMorgan Intrepid Value Fund -- Class A Shares JPMorgan Intrepid Value Fund -- Class A Shares
JPMorgan Market Neutral Fund -- Class A Shares JPMorgan Market Neutral Fund -- Class A Shares
JPMorgan Mid Cap Equity Fund -- Class A Shares JPMorgan Mid Cap Equity Fund -- Class A Shares
JPMorgan Mid Cap Growth Fund -- Class A Shares JPMorgan Mid Cap Growth Fund -- Class A Shares
JPMorgan Mid Cap Value Fund -- Class A Shares JPMorgan Mid Cap Value Fund -- Class A Shares
JPMorgan Small Cap Equity Fund -- Class A Shares JPMorgan Small Cap Equity Fund -- Class A Shares
JPMorgan Tax Aware U.S. Equity Fund -- Class A Shares JPMorgan Tax Aware U.S. Equity Fund -- Class A Shares
JPMorgan U.S. Equity Fund -- Class A Shares JPMorgan U.S. Equity Fund -- Class A Shares
Undiscovered Managers Small Cap Growth Fund -- Class A UM Small Cap Growth Fund -- Class A Shares
Shares
Undiscovered Managers Behavioral Growth Fund -- Class A Undiscovered Managers Behavioral Growth Fund - Class A
Shares Shares
Undiscovered Managers Behavioral Growth Fund -- Investor Undiscovered Managers Behavioral Growth Fund --
Class Shares Investor Class Shares
Undiscovered Managers Behavioral Value Fund -- Class A Undiscovered Managers Behavioral Value Fund -- Class A
Shares Shares
Undiscovered Managers REIT Fund -- Class A Shares Undiscovered Managers REIT Fund -- Class A Shares
JPMorgan Diversified Mid Cap Fund -- Class A Shares One Group Diversified Mid Cap Fund -- Class A Shares
D-2
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Equity Income Fund -- Class A Shares One Group Equity Income Fund -- Class A Shares
JPMorgan Equity Index Fund -- Class A Shares One Group Equity Index Fund -- Class A Shares
JPMorgan International Equity Index Fund -- Class A Shares One Group International Equity Index Fund -- Class A
Shares
JPMorgan Large Cap Growth Fund -- Class A Shares One Group Large Cap Growth Fund -- Class A Shares
JPMorgan Large Cap Value Fund -- Class A Shares One Group Large Cap Value Fund -- Class A Shares
JPMorgan Market Expansion Index Fund -- Class A Shares One Group Market Expansion Index Fund -- Class A Shares
JPMorgan Multi-Cap Market Neutral Fund - Class A Shares One Group Market Neutral Fund - Class A Shares
JPMorgan Diversified Mid Cap Growth Fund -- Class A Shares One Group Mid Cap Growth Fund -- Class A Shares
JPMorgan Diversified Mid Cap Value Fund -- Class A Shares One Group Mid Cap Value Fund -- Class A Shares
JPMorgan U.S. Real Estate Fund -- Class A Shares One Group Real Estate Fund -- Class A Shares
JPMorgan Small Cap Growth Fund -- Class A Shares One Group Small Cap Growth Fund -- Class A Shares
JPMorgan Small Cap Value Fund -- Class A Shares One Group Small Cap Value Fund -- Class A Shares
JPMorgan Strategic Small Cap Value Fund -- Class A Shares One Group Strategic Small Cap Value Fund -- Class A
Shares
JPMorgan Technology Fund - Class A Shares One Group Technology Fund - Class A Shares
FIXED INCOME FUNDS
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Bond Fund -- Class A Shares JPMorgan Bond Fund -- Class A Shares
JPMorgan California Tax Free Bond Fund -- Class A Shares JPMorgan California Bond Fund -- Class A Shares
JPMorgan Enhanced Income Fund -- Class A Shares JPMorgan Enhanced Income Fund -- Class A Shares
JPMorgan Global Strategic Income Fund -- Class A Shares JPMorgan Global Strategic Income Fund -- Class A Shares
JPMorgan Global Strategic Income Fund -- M Class Shares JPMorgan Global Strategic Income Fund -- M Class Shares
JPMorgan Intermediate Tax Free Bond Fund -- Class A Shares JPMorgan Intermediate Tax Free Income Fund -- Class A
Shares
JPMorgan New Jersey Tax Free Bond Fund -- Class A Shares JPMorgan New Jersey Tax Free Income Fund -- Class A
Shares
JPMorgan New York Tax Free Bond Fund -- Class A Shares JPMorgan New York Intermediate Tax Free Income Fund --
Class A Shares
JPMorgan Short Term Bond Fund -- Class A Shares JPMorgan Short Term Bond Fund -- Class A Shares
JPMorgan Short Term Bond Fund II -- Class A Shares JPMorgan Short Term Bond Fund II -- Class A Shares
JPMorgan Tax Aware Enhanced Income Fund -- Class A Shares JPMorgan Tax Aware Enhanced Income Fund -- Class A
Shares
JPMorgan Tax Aware Real Income Fund -- Class A Shares JPMorgan Tax Aware Real Income Fund -- Class A Shares
JPMorgan Arizona Municipal Bond Fund -- Class A Shares One Group Arizona Municipal Bond Fund -- Class A Shares
JPMorgan Core Bond Fund -- Class A Shares One Group Bond Fund -- Class A Shares
JPMorgan Government Bond Fund -- Class A Shares One Group Government Bond Fund -- Class A Shares
JPMorgan High Yield Bond Fund -- Class A Shares One Group High Yield Bond Fund -- Class A Shares
JPMorgan Core Plus Bond Fund -- Class A Shares One Group Income Bond Fund -- Class A Shares
JPMorgan Intermediate Bond Fund -- Class A Shares One Group Intermediate Bond Fund -- Class A Shares
JPMorgan Kentucky Municipal Bond Fund - Class A Shares One Group Kentucky Municipal Bond Fund - Class A Shares
D-3
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Louisiana Tax Municipal Bond Fund -- Class A One Group Louisiana Municipal Bond Fund -- Class A
Shares Shares
JPMorgan Michigan Municipal Bond Fund -- Class A Shares One Group Michigan Municipal Bond Fund -- Class A Shares
JPMorgan Mortgage-Backed Securities Fund - Class A Shares One Group Mortgage Backed Securities Fund - Class A
Shares
JPMorgan Municipal Income Fund -- Class A Shares One Group Municipal Income Fund -- Class A Shares
JPMorgan Ohio Municipal Bond Fund -- Class A Shares One Group Ohio Municipal Bond Fund -- Class A Shares
JPMorgan Short Duration Bond Fund -- Class A Shares One Group Short-Term Bond Fund -- Class A Shares
JPMorgan Short Term Municipal Bond Fund -- Class A Shares One Group Short-Term Municipal Bond Fund -- Class A
Shares
XX Xxxxxx Tax Free Bond Fund -- Class A Shares One Group Tax-Free Bond Fund -- Class A Shares
XX Xxxxxx Treasury & Agency Fund -- Class A Shares One Group Treasury & Agency Fund -- Class A Shares
XX Xxxxxx Ultra Short Term Bond Fund -- Class A Shares One Group Ultra Short-Term Bond Fund -- Class A Shares
XX Xxxxxx West Virginia Municipal Bond Fund -- Class A One Group West Virginia Municipal Bond Fund -- Class A
Shares Shares
INVESTOR FUNDS
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Group Investor Balanced Fund -- Class A Shares One Group Investor Balanced Fund -- Class A Shares
XX Xxxxxx Conservative Growth Fund -- Class A Shares One Group Investor Conservative Growth Fund -- Class A
Shares
JPMorgan Investor Growth & Income Fund -- Class A Shares One Group Investor Growth & Income Fund -- Class A
Shares
JPMorgan Investor Growth Fund -- Class A Shares One Group Investor Growth Fund -- Class A Shares
D-4
SCHEDULE E
TO THE
DISTRIBUTION AGREEMENT
CDSC SHARES
(CLASS B SHARES)
(EFFECTIVE AS OF FEBRUARY 19, 2005)
NAME OF THE FUND
MONEY MARKET FUNDS
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Prime Money Market Fund -- Class B Shares JPMorgan Prime Money Market Fund -- Class B Shares
JPMorgan Liquid Assets Money Market Fund -- Class B Shares One Group Prime Money Market Fund -- Class B Shares
JPMorgan U.S. Treasury Plus Money Market Fund -- Class B One Group U.S. Treasury Securities Money Market Fund --
Shares Class B Shares
EQUITY FUNDS
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Capital Growth Fund -- Class B Shares JPMorgan Capital Growth Fund -- Class B Shares
JPMorgan Diversified Fund -- Class B Shares JPMorgan Diversified Fund -- Class B Shares
JPMorgan Dynamic Small Cap Fund -- Class B Shares JPMorgan Dynamic Small Cap Fund -- Class B Shares
JPMorgan Emerging Markets Equity Fund -- Class B Shares JPMorgan Xxxxxxx Emerging Markets Equity Fund -- Class
B Shares
JPMorgan International Equity Fund -- Class B Shares JPMorgan Xxxxxxx International Equity Fund -- Class B
Shares
JPMorgan International Growth Fund -- Class B Shares JPMorgan Xxxxxxx International Growth Fund -- Class B
Shares
JPMorgan International Opportunities Fund -- Class B JPMorgan Xxxxxxx International Opportunities Fund --
Shares Class B Shares
JPMorgan International Small Cap Equity Fund -- Class B JPMorgan Xxxxxxx International Small Cap Equity Fund --
Shares Class B Shares
JPMorgan International Value Fund -- Class B Shares JPMorgan Xxxxxxx International Value Fund -- Class B
Shares
JPMorgan Intrepid European Fund -- Class B Shares JPMorgan Xxxxxxx Intrepid European Fund -- Class B
Shares
JPMorgan Japan Fund -- Class B Shares JPMorgan Xxxxxxx Japan Fund -- Class B Shares
JPMorgan Global Healthcare Fund -- Class B Shares JPMorgan Global Healthcare Fund -- Class B Shares
JPMorgan Growth & Income Fund -- Class B Shares JPMorgan Growth and Income Fund -- Class B Shares
JPMorgan Intrepid America Fund -- Class B Shares JPMorgan Intrepid America Fund -- Class B Shares
JPMorgan Intrepid Growth Fund -- Class B Shares JPMorgan Intrepid Growth Fund -- Class B Shares
JPMorgan Intrepid Contrarian Fund -- Class B Shares JPMorgan Intrepid Investor Fund -- Class B Shares
JPMorgan Intrepid Value Fund -- Class B Shares JPMorgan Intrepid Value Fund -- Class B Shares
JPMorgan Market Neutral Fund -- Class B Shares JPMorgan Market Neutral Fund -- Class B Shares
JPMorgan Mid Cap Equity Fund -- Class B Shares JPMorgan Mid Cap Equity Fund -- Class B Shares
JPMorgan Mid Cap Growth Fund -- Class B Shares JPMorgan Mid Cap Growth Fund -- Class B Shares
JPMorgan Mid Cap Value Fund -- Class B Shares JPMorgan Mid Cap Value Fund -- Class B Shares
JPMorgan Small Cap Equity Fund -- Class B Shares JPMorgan Small Cap Equity Fund -- Class B Shares
JPMorgan Tax Aware U.S. Equity Fund -- Class B Shares JPMorgan Tax Aware U.S. Equity Fund -- Class B Shares
JPMorgan U.S. Equity Fund -- Class B Shares JPMorgan U.S. Equity Fund -- Class B Shares
E-1
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
Undiscovered Managers Behavioral Growth Fund -- Class B Undiscovered Managers Behavioral Growth Fund -- Class B
Shares Shares
Undiscovered Managers Behavioral Value Fund -- Class B Undiscovered Managers Behavioral Value Fund -- Class B
Shares Shares
Undiscovered Managers REIT Fund -- Class B Shares Undiscovered Managers REIT Fund -- Class B Shares
JPMorgan Diversified Mid Cap Fund -- Class B Shares One Group Diversified Mid Cap Fund -- Class B Shares
JPMorgan Equity Income Fund -- Class B Shares One Group Equity Income Fund -- Class B Shares
JPMorgan Equity Index Fund -- Class B Shares One Group Equity Index Fund -- Class B Shares
JPMorgan International Equity Index Fund -- Class B Shares One Group International Equity Index Fund -- Class B
Shares
JPMorgan Large Cap Growth Fund -- Class B Shares One Group Large Cap Growth Fund -- Class B Shares
JPMorgan Large Cap Value Fund -- Class B Shares One Group Large Cap Value Fund -- Class B Shares
JPMorgan Market Expansion Index Fund -- Class B Shares One Group Market Expansion Index Fund -- Class B Shares
JPMorgan Multi-Cap Market Neutral Fund - Class B Shares One Group Market Neutral Fund - Class B Shares
JPMorgan Diversified Mid Cap Growth Fund -- Class B Shares One Group Mid Cap Growth Fund -- Class B Shares
JPMorgan Diversified Mid Cap Value Fund -- Class B Shares One Group Mid Cap Value Fund -- Class B Shares
JPMorgan U.S. Real Estate Fund -- Class B Shares One Group Real Estate Fund -- Class B Shares
JPMorgan Small Cap Growth Fund -- Class B Shares One Group Small Cap Growth Fund -- Class B Shares
JPMorgan Small Cap Value Fund -- Class B Shares One Group Small Cap Value Fund -- Class B Shares
JPMorgan Strategic Small Cap Value Fund -- Class B Shares One Group Strategic Small Cap Value Fund -- Class B
Shares
JPMorgan Technology Fund - Class B Shares One Group Technology Fund - Class B Shares
FIXED INCOME FUNDS
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Bond Fund -- Class B Shares JPMorgan Bond Fund -- Class B Shares
JPMorgan California Tax Free Bond Fund -- Class B Shares JPMorgan California Bond Fund -- Class B Shares
JPMorgan Global Strategic Income Fund -- Class B Shares JPMorgan Global Strategic Income Fund -- Class B Shares
JPMorgan Intermediate Tax Free Bond Fund -- Class B Shares JPMorgan Intermediate Tax Free Income Fund -- Class B
Shares
JPMorgan New Jersey Tax Free Bond Fund -- Class B Shares JPMorgan New Jersey Tax Free Income Fund -- Class B
Shares
JPMorgan New York Tax-Free Bond Fund -- Class B Shares JPMorgan New York Intermediate Tax Free Income Fund --
Class B Shares
JPMorgan Tax Aware Real Income Fund -- Class B Shares JPMorgan Tax Aware Real Income Fund -- Class B Shares
JPMorgan Arizona Municipal Bond Fund -- Class B Shares One Group Arizona Municipal Bond Fund -- Class B Shares
JPMorgan Core Bond Fund -- Class B Shares One Group Bond Fund -- Class B Shares
JPMorgan Government Bond Fund -- Class B Shares One Group Government Bond Fund -- Class B Shares
JPMorgan High Yield Bond Fund -- Class B Shares One Group High Yield Bond Fund -- Class B Shares
JPMorgan Core Plus Bond Fund -- Class B Shares One Group Income Bond Fund -- Class B Shares
JPMorgan Intermediate Bond Fund -- Class B Shares One Group Intermediate Bond Fund -- Class B Shares
JPMorgan Kentucky Municipal Bond Fund -- Class B Shares One Group Kentucky Municipal Bond Fund -- Class B Shares
JPMorgan Louisiana Municipal Bond Fund -- Class B Shares One Group Louisiana Municipal Bond Fund -- Class B
Shares
E-2
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Michigan Municipal Bond Fund -- Class B Shares One Group Michigan Municipal Bond Fund -- Class B Shares
JPMorgan Municipal Income Fund -- Class B Shares One Group Municipal Income Fund -- Class B Shares
JPMorgan Ohio Municipal Bond Fund -- Class B Shares One Group Ohio Municipal Bond Fund -- Class B Shares
JPMorgan Short Duration Bond Fund -- Class B Shares One Group Short-Term Bond Fund -- Class B Shares
JPMorgan Short Term Municipal Bond Fund -- Class B Shares One Group Short-Term Municipal Bond Fund -- Class B
Shares
JPMorgan Tax Free Bond Fund -- Class B Shares One Group Tax-Free Bond Fund -- Class B Shares
JPMorgan Treasury & Agency Fund -- Class B Shares One Group Treasury & Agency Fund -- Class B Shares
JPMorgan Ultra Short Term Bond Fund -- Class B Shares One Group Ultra Short-Term Bond Fund -- Class B Shares
JPMorgan West Virginia Municipal Bond Fund -- Class B One Group West Virginia Municipal Bond Fund -- Class B
Shares Shares
INVESTOR FUNDS
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Investor Balanced Fund -- Class B Shares One Group Investor Balanced Fund -- Class B Shares
JPMorgan Investor Conservative Growth Fund -- Class B One Group Investor Conservative Growth Fund -- Class B
Shares Shares
JPMorgan Investor Growth & Income Fund -- Class B Shares One Group Investor Growth & Income Fund -- Class B
Shares
JPMorgan Investor Growth Fund -- Class B Shares One Group Investor Growth Fund -- Class B Shares
E-3
SCHEDULE F
TO THE
DISTRIBUTION AGREEMENT
CDSC CLASSES
(CLASS C SHARES)
(EFFECTIVE AS OF FEBRUARY 19, 2005)
NAME OF THE FUND
MONEY MARKET FUNDS
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Prime Money Market Fund -- Class C Shares JPMorgan Prime Money Market Fund -- Class C Shares
JPMorgan Liquid Assets Money Market Fund -- Class C Shares One Group Prime Money Market Fund -- Class C Shares
JPMorgan U.S. Treasury Plus Money Market Fund -- Class C One Group U.S. Treasury Securities Money Market Fund --
Shares Class C Shares
EQUITY FUNDS
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Capital Growth Fund -- Class C Shares JPMorgan Capital Growth Fund -- Class C Shares
JPMorgan Diversified Fund -- Class C Shares JPMorgan Diversified Fund -- Class C Shares
JPMorgan Dynamic Small Cap Fund -- Class C Shares JPMorgan Dynamic Small Cap Fund -- Class C Shares
JPMorgan International Equity Fund -- Class C Shares JPMorgan Xxxxxxx International Equity Fund -- Class C
Shares
JPMorgan Intrepid European Fund -- Class C Shares JPMorgan Xxxxxxx Intrepid European Fund -- Class C
Shares
JPMorgan Global Healthcare Fund -- Class C Shares JPMorgan Global Healthcare Fund -- Class C Shares
JPMorgan Growth & Income Fund -- Class C Shares JPMorgan Growth and Income Fund -- Class C Shares
JPMorgan Intrepid America Fund -- Class C Shares JPMorgan Intrepid America Fund -- Class C Shares
JPMorgan Intrepid Growth Fund -- Class C Shares JPMorgan Intrepid Growth Fund -- Class C Shares
JPMorgan Intrepid Contrarian Fund -- Class C Shares JPMorgan Intrepid Investor Fund -- Class C Shares
JPMorgan Intrepid Value Fund -- Class C Shares JPMorgan Intrepid Value Fund -- Class C Shares
JPMorgan Mid Cap Value Fund -- Class C Shares JPMorgan Mid Cap Value Fund -- Class C Shares
JPMorgan Tax Aware U.S. Equity Fund -- Class C Shares JPMorgan Tax Aware U.S. Equity Fund -- Class C Shares
JPMorgan U.S. Equity Fund -- Class C Shares -- Class C JPMorgan U.S. Equity Fund -- Class C Shares
Shares
Undiscovered Managers Behavioral Growth Fund -- Class C Undiscovered Managers Behavioral Growth Fund -- Class C
Shares Shares
Undiscovered Managers Behavioral Value Fund -- Class C Undiscovered Managers Behavioral Value Fund -- Class C
Shares Shares
Undiscovered Managers REIT Fund -- Class C Shares Undiscovered Managers REIT Fund -- Class C Shares
JPMorgan Diversified Mid Cap Fund -- Class C Shares One Group Diversified Mid Cap Fund -- Class C Shares
JPMorgan Equity Income Fund -- Class C Shares One Group Equity Income -- Class C Shares
JPMorgan Equity Index Fund -- Class C Shares One Group Equity Index Fund -- Class C Shares
JPMorgan International Equity Index Fund - Class C Shares One Group International Equity Index Fund - Class C
Shares
JPMorgan Large Cap Growth Fund -- Class C Shares One Group Large Cap Growth Fund -- Class C Shares
JPMorgan Large Cap Value Fund -- Class C Shares One Group Large Cap Value Fund -- Class C Shares
JPMorgan Market Expansion Index Fund -- Class C Shares One Group Market Expansion Index Fund -- Class C Shares
F-1
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Multi-Cap Market Neutral Fund - Class C Shares One Group Market Neutral Fund - Class C Shares
JPMorgan Diversified Mid Cap Growth Fund - Class C Shares One Group Mid Cap Growth Fund - Class C Shares
JPMorgan Diversified Mid Cap Value Fund - Class C Shares One Group Mid Cap Value Fund - Class C Shares
JPMorgan U.S. Real Estate Fund -- Class C Shares One Group Real Estate Fund -- Class C Shares
JPMorgan Small Cap Growth Fund -- Class C Shares One Group Small Cap Growth Fund - Class C Shares
JPMorgan Small Cap Value Fund -- Class C Shares One Group Small Cap Value Fund -- Class C Shares
JPMorgan Strategic Small Cap Value Fund -- Class C Shares One Group Strategic Small Cap Value Fund -- Class C
Shares
JPMorgan Technology Fund - Class C Shares One Group Technology Fund - Class C Shares
FIXED INCOME FUNDS
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Bond Fund -- Class C Shares JPMorgan Bond Fund -- Class C Shares
JPMorgan California Tax Free Bond Fund -- Class C Shares JPMorgan California Bond Fund -- Class C Shares
JPMorgan Global Strategic Income Fund -- Class C Shares JPMorgan Global Strategic Income Fund -- Class C Shares
JPMorgan Intermediate Tax Free Bond Fund -- Class C Shares JPMorgan Intermediate Tax Free Income Fund -- Class C
Shares
JPMorgan New Jersey Tax Free Bond Fund -- Class C Shares JPMorgan New Jersey Tax Free Income Fund -- Class C
Shares
JPMorgan New York Tax Free Bond Fund -- Class C Shares JPMorgan New York Intermediate Tax Free Income Fund --
Class C Shares
JPMorgan Tax Aware Real Income Fund -- Class C Shares JPMorgan Tax Aware Real Income Fund -- Class C Shares
JPMorgan Arizona Municipal Bond Fund -- Class C Shares One Group Arizona Municipal Bond Fund -- Class C Shares
JPMorgan Core Bond Fund -- Class C Shares One Group Bond Fund -- Class C Shares
JPMorgan Government Bond Fund -- Class C Shares One Group Government Bond Fund -- Class C Shares
JPMorgan High Yield Bond Fund -- Class C Shares One Group High Yield Bond Fund -- Class C Shares
JPMorgan Core Plus Bond Fund -- Class C Shares One Group Income Bond Fund -- Class C Shares
JPMorgan Intermediate Bond Fund -- Class C Shares One Group Intermediate Bond Fund -- Class C Shares
JPMorgan Kentucky Municipal Bond Fund-Class C Shares One Group Kentucky Municipal Bond Fund-Class C Shares
JPMorgan Louisiana Municipal Bond Fund -- Class C Shares One Group Louisiana Municipal Bond Fund -- Class C
Shares
JPMorgan Michigan Municipal Bond Fund -- Class C Shares One Group Michigan Municipal Bond Fund -- Class C Shares
JPMorgan Municipal Income Fund-- Class C Shares One Group Municipal Income Fund-- Class C Shares
JPMorgan Ohio Municipal Bond Fund -- Class C Shares One Group Ohio Municipal Bond Fund -- Class C Shares
JPMorgan Short Duration Bond Fund - Class C Shares One Group Short-Term Bond Fund - Class C Shares
JPMorgan Short Term Municipal Bond Fund - Class C Shares One Group Short-Term Municipal Bond Fund - Class C
Shares
JPMorgan Treasury & Agency Fund -- Class C Shares One Group Treasury & Agency Fund -- Class C Shares
JPMorgan Ultra Short Term Bond Fund - Class C Shares One Group Ultra Short-Term Bond Fund - Class C Shares
JPMorgan West Virginia Municipal Bond Fund -- Class C One Group West Virginia Municipal Bond Fund -- Class C
Shares Shares
F-2
INVESTOR FUNDS
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------- --------------------------------------------------------
JPMorgan Investor Balanced Fund -- Class C Shares One Group Investor Balanced Fund -- Class C Shares
JPMorgan Investor Conservative Growth Fund -- Class C One Group Investor Conservative Growth Fund -- Class C
Shares Shares
JPMorgan Investor Growth & Income Fund -- Class C Shares One Group Investor Growth & Income Fund -- Class C
Shares
JPMorgan Investor Growth Fund -- Class C Shares One Group Investor Growth Fund -- Class C Shares
F-3
