AMENDMENT NO. 1 FUND OF FUNDS INVESTMENT AGREEMENT
AMENDMENT NO. 1
FUND OF FUNDS INVESTMENT AGREEMENT
THIS AMENDMENT NO. 1 TO FUND OF FUNDS INVESTMENT AGREEMENT (the “Amendment”) is made as of the 14th day of July 2022, by and among each registered open-end investment company (each, a “Registrant”), on behalf of each portfolio series of each such Registrant listed on Schedule A or Schedule B thereto, or if the relevant Registrant has no portfolio series, then the relevant Registrant (as applicable, each an “Acquiring Fund” or “Acquired Fund” pursuant to the applicable schedule thereto), each severally and not jointly.
WHEREAS, the Registrants entered into that certain Fund of Funds Investment Agreement dated as of January 19, 2022, as may be amended from time to time (the “Agreement”);
WHEREAS, Section 9(d) of the Agreement provides that the Agreement may be amended by a writing that is signed by each affected party;
WHEREAS, the Registrants each desire to amend the Agreement to add BlackRock Funds V as a “Registrant” under the Agreement (“New Registrant”), on behalf of itself and BlackRock High Yield Bond Portfolio (“New Acquired Fund”), pursuant to the terms and conditions contained therein; and
WHEREAS, New Registrant, on behalf of itself and the New Acquired Fund, desires to become a party to the Agreement pursuant to the terms and conditions contained therein.
NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this Amendment hereby agree to the following:
I. JOINDER AND AMENDMENT
(a) Joinder. The parties hereto agree that, effective upon execution of this Amendment, the New Registrant, on behalf of itself and the New Acquired Fund, shall become a party to the Agreement and shall thereafter be a “Registrant” and its series an “Acquired Fund” (as such terms are defined and used in the Agreement), and shall be bound by all covenants, agreements, terms and conditions applicable to it as set forth therein and herein.
(b) Amended Schedule B. The current Schedule B to the Agreement is hereby deleted in its entirety, and the new Schedule B attached hereto is substituted in lieu thereof and shall hereafter constitute Schedule B to the Agreement.
II. MISCELLANEOUS
(a) No Further Amendment. Except as expressly amended hereby, the Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement.
(b) Representations and Warranties. All representations and warranties contained in the Agreement are true and correct in all respects as of the date hereof.
(c) Effect of Amendment. This Amendment shall form a part of the Agreement for all purposes and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the Agreement shall be deemed a reference to the Agreement as amended hereby. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the parties hereto.
(d) Governing Law. This Amendment shall be governed by and construed in accordance with the laws governing the Agreement.
(e) Separability Clause. If any provision of this Amendment is determined to be invalid, illegal, in conflict with any law or otherwise unenforceable, the remaining provisions hereof and the provisions of the Agreement will be considered severable and will not be affected thereby, and every remaining provision hereof and provision of the Agreement will remain in full force and effect and will remain enforceable to the fullest extent permitted by applicable law.
(f) Counterparts. This Amendment may be executed in two or more counterparts, including electronically scanned copies thereof sent by electronic mail, each of which is deemed an original but all of which together constitute one and the same instrument.
(g) Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Agreement.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| EACH ACQUIRING FUND REGISTRANT LISTED ON SCHEDULE A HERETO, ON BEHALF OF ITSELF AND ITS RESPECTIVE SERIES LISTED ON | ||
| SCHEDULE A, Severally and Not Jointly | ||
| /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | |
| Title: | Executive Director | |
| THE FOLLOWING ACQUIRED FUND REGISTRANTS LISTED ON SCHEDULE B HERETO, EACH ON BEHALF OF ITSELF AND ITS APPLICABLE SERIES LISTED ON | ||
| SCHEDULE B, Severally and Not Jointly | ||
| BlackRock ETF | ||
| Trust BlackRock | ||
| ETF Trust II | ||
| By: /s/ Xxxxxxxx XxXxxxxx | ||
| Name: | Xxxxxxxx XxXxxxxx | |
| Title: | Vice President | |
| THE FOLLOWING ACQUIRED FUND REGISTRANTS LISTED ON SCHEDULE B HERETO, EACH ON BEHALF OF ITSELF AND ITS APPLICABLE SERIES LISTED ON | ||
| SCHEDULE B, Severally and Not Jointly
iShares Trust iShares, Inc. iShares U.S. ETF Trust | ||
| By: /s/ Xxxx X. Xxxxxx | ||
| Name: | Xxxx X. Xxxxxx | |
| Title: | Assistant Secretary | |
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| NEW REGISTRANT: | ||
| THE FOLLOWING ACQUIRED FUND REGISTRANT LISTED ON SCHEDULE B HERETO, ON BEHALF OF ITSELF AND ITS APPLICABLE SERIES LISTED ON | ||
| SCHEDULE B, Severally and Not Jointly | ||
| BlackRock Funds V | ||
| By: /s/ Xxxxxxxx XxXxxxxx | ||
| Name: | Xxxxxxxx XxXxxxxx | |
| Title: | Vice President | |
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Schedule A: Acquiring Funds
JPMorgan Trust I
JPMorgan Access Balanced Fund
JPMorgan Access Growth Fund
JPMorgan California Tax Free Bond Fund
JPMorgan Corporate Bond Fund
JPMorgan Diversified Fund
JPMorgan Emerging Markets Debt Fund
JPMorgan Emerging Markets Equity Fund
JPMorgan Emerging Markets Strategic Debt Fund
JPMorgan Equity Focus Fund
JPMorgan Europe Dynamic Fund
JPMorgan Floating Rate Income Fund
JPMorgan Global Allocation Fund
JPMorgan International Global Bond Opportunities Fund
JPMorgan Hedged Equity Fund
JPMorgan Hedged Equity 2 Fund
JPMorgan Hedged Equity 3 Fund
JPMorgan High Yield Municipal Fund (formerly known as JPMorgan Tax High Yield Municipal Fund)
JPMorgan Income Fund
JPMorgan Income Builder Fund
JPMorgan Inflation Managed Bond Fund
JPMorgan Intermediate Tax Free Bond Fund
JPMorgan International Equity Fund
JPMorgan International Focus Fund (formerly known as JPMorgan International Unconstrained Equity Fund)
JPMorgan International Value Fund
JPMorgan U.S. Applied Data Science Value Fund (formerly known as JPMorgan Intrepid Value Fund)
JPMorgan Managed Income Fund
JPMorgan Mid Cap Equity Fund
JPMorgan New York Tax Free Bond Fund
JPMorgan Opportunistic Equity Long/Short Fund
JPMorgan Research Market Neutral Fund
JPMorgan Short Duration Core Plus Fund
JPMorgan Small Cap Blend Fund
JPMorgan Small Cap Equity Fund
JPMorgan U.S. Sustainable Leaders Fund (formerly known as JPMorgan Intrepid Advantage Fund)
JPMorgan SmartRetirement Income Fund
JPMorgan SmartRetirement 2020 Fund
JPMorgan SmartRetirement 2025 Fund
JPMorgan SmartRetirement 2030 Fund
JPMorgan SmartRetirement 2035 Fund
JPMorgan SmartRetirement 2040 Fund
Schedule A-1
JPMorgan Trust I (continued)
JPMorgan SmartRetirement 2045 Fund
JPMorgan SmartRetirement 2050 Fund
JPMorgan SmartRetirement 2055 Fund
JPMorgan SmartRetirement 2060 Fund
JPMorgan SmartRetirement Blend Income Fund
JPMorgan SmartRetirement Blend 2020 Fund
JPMorgan SmartRetirement Blend 2025 Fund
JPMorgan SmartRetirement Blend 2030 Fund
JPMorgan SmartRetirement Blend 2035 Fund
JPMorgan SmartRetirement Blend 2040 Fund
JPMorgan SmartRetirement Blend 2045 Fund
JPMorgan SmartRetirement Blend 2050 Fund
JPMorgan SmartRetirement Blend 2055 Fund
JPMorgan SmartRetirement Blend 2060 Fund
JPMorgan Strategic Income Opportunities Fund
JPMorgan Tax Aware Equity Fund
JPMorgan Tax Aware Real Return Fund
JPMorgan Total Return Fund
JPMorgan U.S. Equity Fund
JPMorgan U.S. GARP Equity Fund (formerly known as JPMorgan Intrepid Growth Fund)
JPMorgan U.S. Large Cap Core Plus Fund
JPMorgan U.S. Research Enhanced Equity Fund (formerly known as JPMorgan Disciplined Equity Fund)
JPMorgan U.S. Small Company Fund
JPMorgan U.S. Value Fund (formerly known as JPMorgan Growth and Income Fund)
JPMorgan Unconstrained Debt Fund
JPMorgan Value Advantage Fund
JPMorgan Trust II
JPMorgan Core Bond Fund
JPMorgan Core Plus Bond Fund
JPMorgan Equity Income Fund
JPMorgan Equity Index Fund
JPMorgan Government Bond Fund
JPMorgan High Yield Fund
JPMorgan International Research Enhanced Equity Fund
JPMorgan Investor Balanced Fund
JPMorgan Investor Conservative Growth Fund
JPMorgan Investor Growth Fund
JPMorgan Investor Growth & Income Fund
JPMorgan Large Cap Growth Fund
JPMorgan Large Cap Value Fund
JPMorgan Limited Duration Bond Fund
JPMorgan Market Expansion Enhanced Index Fund
JPMorgan Mid Cap Growth Fund
JPMorgan Mortgage-Backed Securities Fund
Schedule A-2
JPMorgan Trust II (continued)
JPMorgan Short Duration Bond Fund
JPMorgan Short-Intermediate Municipal Bond Fund
JPMorgan Small Cap Growth Fund
JPMorgan Small Cap Value Fund
JPMorgan XXXX Cap Equity Fund (formerly known as JPMorgan Intrepid Mid Cap Fund)
JPMorgan Sustainable Municipal Income Fund (formerly known as JPMorgan Municipal Fund)
JPMorgan Tax Free Bond Fund
X.X. Xxxxxx Xxxxxxx Mutual Fund Group, Inc.
JPMorgan Mid Cap Value Fund
JPMorgan Institutional Trust
JPMorgan Core Bond Trust
JPMorgan Intermediate Bond Trust
JPMorgan Insurance Trust
JPMorgan Insurance Trust Core Bond Portfolio
JPMorgan Insurance Trust Global Allocation Portfolio
JPMorgan Insurance Trust Income Builder Portfolio
JPMorgan Insurance Trust Mid Cap Value Portfolio
JPMorgan Insurance Trust Small Cap Core Portfolio
JPMorgan Insurance Trust U.S. Equity Portfolio
X.X. Xxxxxx Mutual Fund Investment Trust
JPMorgan Growth Advantage Fund
Undiscovered Managers Funds
JPMorgan Realty Income Fund
Undiscovered Managers Behavioral Value Fund
X.X. Xxxxxx Exchange-Traded Fund Trust
JPMorgan Diversified Return Emerging Markets Equity ETF
JPMorgan ActiveBuilders Emerging Markets Equity ETF (formerly known as JPMorgan Emerging Markets Equity Core ETF)
JPMorgan Inflation Managed Bond ETF
JPMorgan Trust IV
JPMorgan Core Focus SMA Fund
JPMorgan International Hedged Equity Fund
JPMorgan Macro Opportunities Fund
JPMorgan Equity Premium Income Fund
JPMorgan Emerging Markets Research Enhanced Equity Fund
JPMorgan SmartSpending 2015 Fund (formerly known as JPMorgan SmartSpending 2050 Fund)
JPMorgan SmartSpending 2020 Fund
JPMorgan Ultra-Short Municipal Fund
Schedule A-3
Schedule B: Acquired Funds
Exchange-Traded Funds:
BlackRock ETF Trust
All Series
BlackRock ETF Trust II
All Series
iShares Trust
All Series
iShares, Inc.
All Series
iShares U.S. ETF Trust
All Series
Open-End Mutual Funds:
BlackRock High Yield Bond Portfolio
12d1-4 List. This Schedule B is amended to exclude any Acquired Fund that is at the time included on the list of funds that are not permissible as Acquired Funds (the “Ineligible Funds”) and is supplemented to include Acquired Funds that are subject to certain additional terms of investment as set forth in the Agreement (the “Enumerated Funds”), along with related requirements (the “12d1-4 List”), all such additional terms and requirements being deemed incorporated by reference into the Agreement, which is maintained at xxxxx://xxx.xxxxxxx.xxx/xx/xxxxxxxxxx/xxxxxxxxxxx-xxxxxxx/xxxxxxxxx-00x0- 4-list.pdf, as such site is amended, supplemented or revised and in effect from time to time.
Schedule A-1
