AGREEMENT AND PLAN OF REORGANIZATION
AMONG SERIES OF JPMORGAN TRUST I
THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is made as of this 19th day of
June, 2014, by JPMorgan Trust I, a Delaware statutory trust (the "Trust"), on behalf of the JPMorgan
SmartRetirement Income Fund (the "Acquiring Fund") and the JPMorgan SmartRetirement 2010 Fund (the
"Acquired Fund").
WHEREAS, each of the Acquired Fund and the Acquiring Fund is a series of an open-end, investment
company of the management type registered pursuant to the Investment Company Act of 1940, as amended
("1940 Act");
WHEREAS, the contemplated reorganization and liquidation will consist of (1) the sale, assignment,
conveyance, transfer and delivery of all of the property and assets of the Acquired Fund to the Acquiring
Fund in exchange solely for shares of beneficial interest of the Acquiring Fund ("Acquiring Fund Shares")
corresponding to the outstanding shares of beneficial interest of the Acquired Fund ("Acquired Fund
Shares"), as described herein, (2) the assumption by the Acquiring Fund of all liabilities of the Acquired
Fund and (3) the distribution of the Acquiring Fund Shares to the Shareholders of the Acquired Fund in
complete liquidation of the Acquired Fund, as provided herein ("Reorganization"), all upon the terms and
conditions hereinafter set forth in this Agreement.
WHEREAS, the Trustees of the Trust have determined that the sale, assignment, conveyance, transfer and
delivery of all of the property and assets of the Acquired Fund for Acquiring Fund Shares and the assumption
of all liabilities of such Acquired Fund by the Acquiring Fund is in the best interests of the Acquiring Fund,
and that the interests of the existing Shareholders of the Acquiring Fund will not be diluted as a result of
these transactions; and
WHEREAS, the Trustees of the Trust have determined that the sale, assignment, conveyance, transfer and
delivery of all of the property and assets of the Acquired Fund for Acquiring Fund Shares and the assumption
of all liabilities of the Acquired Fund by the Acquiring Fund is in the best interests of the Acquired Fund and
that the interests of the existing Shareholders of the Acquired Fund will not be diluted as a result of these
transactions;
NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set
forth, the parties hereto covenant and agree as follows:
1. REORGANIZATION
1.1 Subject to the requisite approvals and the other terms and conditions herein set forth and on the
basis of the representations and warranties contained herein, the Acquired Fund agrees to sell, assign,
convey, transfer and deliver all of its property and assets, as set forth in paragraph 1.2, to the
Acquiring Fund, and the Acquiring Fund agrees in exchange therefor (a) to deliver to the Acquired
Fund a number of full and fractional shares of beneficial interest of the Acquiring Fund of the
respective class set forth on Schedule A having an aggregate net asset value equal to the value of the
properties and assets of the Acquired Fund attributable to the shares of the Acquired Fund on such
date less the value of the liabilities of the Acquired Fund attributable to those shares of the Acquired
Fund as of the time and date set forth in paragraph 3.1, determined by dividing the value of such
Acquired Fund's net assets (computed in the manner and as of the time and date set forth in
paragraph 2.1) by the net asset value of one share of Acquiring Fund Shares (computed in the
manner and as of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities of the
Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the
closing provided for in paragraph 3.1 ("Closing Date").
1.2 The property and assets of the Acquired Fund to be sold, assigned, conveyed, transferred and
delivered to the Acquiring Fund shall consist of all assets and property, including, without limitation,
all rights, cash, securities, commodities and futures interests and dividends or interests receivable that
are owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the
books of the Acquired Fund on the Valuation Date as defined in paragraph 2.1 (collectively,
"Assets"). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund
any rights, stock dividends, or other securities received by the Acquired Fund after the Closing Date
as stock dividends or other distributions on or with respect to the property and assets transferred,
which rights, stock dividends, and other securities shall be deemed included in the property and assets
transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which
case any such distribution that remains unpaid as of the Closing Date shall be included in the
determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund.
1.3 The Acquired Fund will make reasonable efforts to discharge all of its known liabilities and
obligations prior to the Valuation Date, as defined below. The Acquiring Fund shall assume all of the
liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the
Valuation Date (collectively, "Liabilities"). On or as soon as practicable prior to the Closing Date, the
Acquired Fund will declare and pay to its Shareholders of record one or more dividends and/or other
distributions so that it will have distributed substantially all (and in no event less than 98%) of its
investment company taxable income (computed without regard to any deduction for dividends paid)
and realized net capital gain, if any, for the current taxable year through the Closing Date.
1.4 Immediately following the actions contemplated by paragraph 1.1, the Trust shall take such
actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, the
Trust, on behalf of the Acquired Fund, shall (a) distribute to its Shareholders of record as of the
Closing Date, as defined in paragraph 3.1 ("Acquired Fund Shareholders"), on a pro rata basis, the
Acquiring Fund Shares received by the Trust, on behalf of the Acquired Fund, pursuant to paragraph
1.1 and (b) completely liquidate. Such liquidation shall be accomplished, with respect to the
Acquired Fund Shares, by the transfer of the corresponding Acquiring Fund Shares then credited to
the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share
records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net
asset value of Acquiring Fund Shares to be so credited to Acquired Fund Shareholders shall be equal
to the aggregate net asset value of the Acquired Fund Shares owned by Acquired Fund Shareholders
on the Closing Date. All issued and outstanding Acquired Fund Shares will be canceled on the books
of the Acquired Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund
Shares in connection with such exchange.
1.5 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund's
transfer agent.
1.6 Any reporting responsibility of the Acquired Fund, including, but not limited to, the
responsibility for filing regulatory reports, tax returns, or other documents with the Securities and
Exchange Commission ("Commission"), any state securities commission, and any federal, state or
local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility
of the Acquired Fund.
2. VALUATION
2.1 The value of the Assets of the Acquired Fund shall be determined as of the close of business of
the New York Stock Exchange ("NYSE"), usually 4:00 p.m. New York time, and after the
declaration of any dividends by the Acquired Fund, on the Closing Date (such time and date being
hereinafter called the "Valuation Date"), computed using the valuation procedures which the
Acquiring Fund would use in determining the fair market value of its assets and liabilities.
2.2 The net asset value per share of the Acquiring Fund's Acquiring Fund Shares shall be determined
to four decimal places on the Valuation Date, using the valuation procedures established by the Board
of Trustees of the Trust (the "Board").
2.3 The number of Acquiring Fund Shares to be issued in exchange for the Assets shall be
determined with respect to the Acquired Fund by dividing the value of the net assets with respect to
the Acquired Fund Shares, determined as set forth in paragraph 2.1, by the net asset value of the
Acquiring Fund Shares, determined as set forth in paragraph 2.2.
3. CLOSING AND CLOSING DATE
3.1 The Closing Date shall be June 20, 2014, or such other date as the parties may agree. All acts
taking place at the closing of the transactions provided for in this Agreement ("Closing") shall be
deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise
agreed to by the parties. The "close of business" on the Closing Date shall be as of 5:00 p.m., New
York time. The Closing shall be held at the offices of X.X. Xxxxxx Investment Management Inc. or at
such other time and/or place as the parties may agree.
3.2 The Acquired Fund shall direct JPMorgan Chase Bank, N.A. ("JPMCB"), as custodian for the
Acquired Fund ("Acquired Fund Custodian"), to deliver to the Acquiring Fund, at the Closing, a
certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been
delivered in proper form to the Acquiring Fund on the Closing Date, and (ii) if applicable, all
necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all
applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has
been made. The Acquired Fund's portfolio securities represented by a certificate or other written
instrument shall be presented by the Acquired Fund Custodian to JPMCB, as the custodian for the
Acquiring Fund ("Acquiring Fund Custodian"). Such presentation shall be made for examination no
later than five business days preceding the Closing Date or such other time agreed to by the parties,
and such certificates and other written instruments shall be transferred and delivered by the Acquired
Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for
transfer in such condition as to constitute good delivery thereof. The Acquired Fund Custodian shall
deliver to the Acquiring Fund Custodian as of the Closing Date by book entry, in accordance with the
customary practices of the Acquired Fund Custodian and of each securities depository, as defined in
Rule 17f-4 under the 1940 Act, the Assets of the Acquired Fund deposited with such depositories.
The cash to be transferred by the Acquired Fund shall be delivered to the Acquiring Fund Custodian
on the Closing Date.
3.3 The Acquired Fund shall direct Boston Financial Data Services, Inc., in its capacity as transfer
agent for the Acquired Fund ("Transfer Agent"), to deliver to the Acquiring Fund at the Closing a
certificate of an authorized officer stating that its records contain the name and address of each
Acquired Fund Shareholder and the number and percentage ownership of Acquired Fund Shares
owned by each such Shareholder immediately prior to the Closing. The Acquiring Fund shall deliver
to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of
Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the
Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b)
the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired
Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing
each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if
any, receipts or other documents as the other party or its counsel may reasonably request.
3.4 In the event that at the Valuation Date (a) the NYSE or another primary trading market for
portfolio securities of the Acquiring Fund or the Acquired Fund (each an "Exchange") shall be closed
to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such
Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of
the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Board of either the
Acquired or Acquiring Fund), the Closing Date shall be postponed until the first Friday (that is also a
business day) after the day when trading shall have been fully resumed and reporting shall have been
restored.
4. REPRESENTATIONS AND WARRANTIES
4.1 Except as has been fully disclosed to the Acquiring Fund in Schedule 4.1 to this Agreement, the
Trust, on behalf of the Acquired Fund, represents and warrants as follows:
(a) The Acquired Fund is duly established as a series of the Trust, which is a statutory trust
duly organized, existing and in good standing under the laws of the State of Delaware, with
power under its Certificate of Trust and Agreement and Declaration of Trust (collectively,
the "Charter"), as amended, to own all of its Assets and to carry on its business as it is being
conducted as of the date hereof. The Trust is not required to qualify as a foreign trust or
association in any jurisdiction, except for any jurisdiction in which it has so qualified or in
which a failure to so qualify would not have a material adverse effect. The Trust has all
necessary federal, state and local authorization to carry on its business as now being
conducted and to fulfill the terms of this Agreement, except as set forth in paragraph 4.1.
(b) The Trust is a registered investment company classified as a management company of the
open-end type, and its registration with the Commission as an investment company under the
1940 Act, and the registration of the Acquired Fund Shares under the Securities Act of 1933,
as amended ("1933 Act"), is in full force and effect.
(c) No consent, approval, authorization, or order of any court or governmental authority is
required for the consummation by the Acquired Fund of the transactions contemplated
herein, except such as may be required under the 1933 Act, the Securities Exchange Act of
1934, as amended ("1934 Act"), the 0000 Xxx, xxxxx securities laws and the Xxxx-Xxxxx-
Xxxxxx Act.
(d) The current prospectus and statement of additional information of the Acquired Fund
conforms in all material respects to the applicable requirements of the 1933 Act and the 1940
Act and the rules and regulations of the Commission thereunder and does not include any
untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not materially misleading.
(e) On the Closing Date, the Acquired Fund will have good and marketable title to the Assets
and full right, power, and authority to sell, assign, convey, transfer and deliver such Assets
hereunder free of any liens or other encumbrances, and upon delivery and payment for the
Assets, the Acquiring Fund will acquire good and marketable title thereto, subject to no
restrictions on the full transfer thereof, including such restrictions as might arise under the
1933 Act.
(f) The Acquired Fund is not engaged currently, and the execution, delivery and
performance of this Agreement will not result in, (i) a material violation of the Charter or
by-laws of the Trust, as applicable, or of any agreement, indenture, instrument, contract,
lease or other undertaking to which the Trust, on behalf of the Acquired Fund, is a party or
by which it is bound, or (ii) the acceleration of any material obligation, or the imposition of
any material penalty, under any agreement, indenture, instrument, contract, lease, judgment
or decree to which the Trust, on behalf of the Acquired Fund, is a party or by which it is
bound.
(g) All material contracts or other commitments of the Acquired Fund (other than this
Agreement, contracts listed in Schedule 4.1 and certain investment contracts, including
options, futures, and forward contracts) will terminate without liability to the Acquired Fund
on or prior to the Closing Date. Each contract listed in Schedule 4.1 is a valid, binding and
enforceable obligation of each party thereto (assuming due authorization, execution and
delivery by the other party thereto) and the assignment by the Acquired Fund to the
Acquiring Fund of each such contract will not result in the termination of such contract, any
breach or default thereunder or the imposition of any penalty thereunder.
(h) No litigation or administrative proceeding or investigation of or before any court or
governmental body is presently pending or, to the Trust's knowledge, threatened against the
Acquired Fund or any of the Acquired Fund's properties or assets, that, if adversely
determined, would materially and adversely affect its financial condition or the conduct of
its business. Except as disclosed on Schedule 4.1, the Trust, on behalf of the Acquired Fund,
knows of no facts which might form the basis for the institution of such proceedings and is
not a party to or subject to the provisions of any order, decree or judgment of any court or
governmental body which materially and adversely affects its business or its ability to
consummate the transactions herein contemplated.
(i) The Statement of Assets and Liabilities, Statements of Operations and Changes in Net
Assets, and Schedule of Investments of the Acquired Fund at June 30, 2013, have been
audited by PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm,
are in accordance with accounting principles generally accepted in the United States of
America ("GAAP") consistently applied. Such statements, and the Statement of Assets and
Liabilities, Statement of Operations, Statement of Changes in Net Assets and Schedule of
Investments for the six months ended December 31, 2013 of the Acquired Fund (true and
correct copies of which have been furnished to the Acquiring Fund) present fairly, in all
material respects, the financial condition of the Acquired Fund as of such date in accordance
with GAAP, and there are no known contingent, accrued or other liabilities of the Acquired
Fund required to be reflected on a balance sheet (including the notes thereto) in accordance
with GAAP as of such date that are not disclosed therein.
(j) Since June 30, 2013, there has not been any material adverse change in the Acquired
Fund's financial condition, assets, liabilities or business, other than changes occurring in the
ordinary course of business, or any incurrence by the Acquired Fund of indebtedness, other
than the incurrence of indebtedness in the ordinary course of business in accordance with the
Acquired Fund's investment policies. For the purposes of this subparagraph (j), a decline in
net asset value per share of Acquired Fund Shares due to declines in market values of
securities held by the Acquired Fund, the discharge of Acquired Fund liabilities, or the
redemption of Acquired Fund Shares by Shareholders of the Acquired Fund shall not
constitute a material adverse change.
(k) On the Closing Date, all federal and other tax returns, dividend reporting forms, and
other tax-related reports of the Acquired Fund required by law to have been filed by such
date (including any extensions) shall have been filed and are or will be correct in all material
respects, and all federal and other taxes shown as due or required to be shown as due on said
returns and reports shall have been paid or provision shall have been made for the payment
thereof and, to the best of the Trust's knowledge, no such return is currently under audit and
no assessment has been asserted with respect to such returns.
(l) For each taxable year of its operation (including the taxable year ending on the Closing
Date), the Acquired Fund has met or meets the requirements of Subchapter M of the Code
for qualification as a regulated investment company, and has been or is eligible to and has
computed or will compute its federal income tax under Section 852 of the Code. In that
regard, the Acquired Fund has distributed or, with respect to its taxable year most recently
ended and its taxable year ending on the Closing Date, has declared and distributed, or has
declared and will distribute, substantially all of (i) its investment company taxable income
(computed without regard to any deduction for dividends paid), (ii) the excess, if any, of (x)
its investment income excludible from gross income under Section 103 of the Code over (y)
its deductions disallowed under Sections 265 and 171 of the Code ("net tax-exempt
income"), and (iii) any net capital gain (after reduction for any capital loss carryforward) (as
defined in the Code).
(m) All issued and outstanding Acquired Fund Shares are, and on the Closing Date will be,
duly authorized and validly and legally issued and outstanding, fully paid and non-assessable
by the Trust, on behalf of the Acquired Fund, and will have been offered and sold in every
state, territory and the District of Columbia in compliance in all material respects with
applicable registration requirements of all applicable federal and state securities laws. All of
the issued and outstanding Acquired Fund Shares will, at the time of Closing, be held by the
persons and in the amounts set forth in the records of the Transfer Agent, on behalf of the
Acquired Fund, as provided in paragraph 3.3. The Acquired Fund does not have outstanding
any options, warrants or other rights to subscribe for or purchase any of the Acquired Fund
Shares, nor is there outstanding any security convertible into any of the Acquired Fund
Shares. The Acquired Fund will review its Assets to ensure that at any time prior to the
Closing Date its Assets do not include any assets that the Acquiring Fund is not permitted, or
reasonably believes to be unsuitable for it, to acquire, including without limitation any
security that, prior to its acquisition by the Acquired Fund, is unsuitable for the Acquiring
Fund to acquire.
(n) The execution, delivery and performance of this Agreement, and the transactions
contemplated herein, have been duly authorized by all necessary trust action on the part of
the Board, on behalf of the Acquired Fund, and this Agreement constitutes a valid and
binding obligation of the Acquired Fund, enforceable in accordance with its terms, subject,
as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws
relating to or affecting creditors' rights and to general equity principles.
(o) The Acquired Fund's prospectus included in the current effective Registration Statement
of the Trust, insofar as it relates to the Acquired Fund and the Trust, does (i) not contain any
untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under
which such statements were made, not materially misleading (provided that this
representation and warranty shall not apply to statements in or omissions from such
prospectus made in reliance upon and in conformity with information that was furnished by
the Acquiring Fund for use therein) and (ii) comply in all material respects with the
provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations
thereunder. The information to be furnished by the Acquired Fund for use in supplements to
registration statements and other documents filed or to be filed with any federal, state or
local regulatory authority (including the Financial Industry Regulatory Authority
("FINRA")), which may be necessary in connection with the transactions contemplated
hereby, shall be accurate and complete in all material respects and shall comply in all
material respects with federal securities and other laws and regulations thereunder applicable
thereto.
4.2 Except as has been fully disclosed to the Acquired Fund in Schedule 4.2 to this Agreement, the
Trust, on behalf of the Acquiring Fund, represents and warrants as follows:
(a) The Acquiring Fund is duly established as a series of the Trust, which is a statutory trust
duly organized, existing and in good standing under the laws of the State of Delaware, with
power under its Charter, to own all of its Assets and to carry on its business as it is being
conducted as of the date hereof. The Trust is not required to qualify as a foreign trust or
association in any jurisdiction, except for any jurisdiction in which it has so qualified or in
which a failure to so qualify would not have a material adverse effect. The Trust has all
necessary federal, state and local authorization to carry on its business as now being
conducted and to fulfill the terms of this Agreement, except as set forth in paragraph 4.2.
(b) The Trust is a registered investment company classified as a management company of the
open-end type, and its registration with the Commission as an investment company under the
1940 Act and the registration of the Acquiring Fund Shares under the 1933 Act will be in
full force and effect as of the Closing Date.
(c) No consent, approval, authorization, or order of any court or governmental authority is
required for the consummation by the Acquiring Fund of the transactions contemplated
herein, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act, state
securities laws and the Xxxx-Xxxxx-Xxxxxx Act.
(d) The current prospectus and statement of additional information of the Acquiring Fund
conforms in all material respects to the applicable requirements of the 1933 Act and the 1940
Act and the rules and regulations of the Commission thereunder and does not include any
untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not materially misleading.
(e) The Acquiring Fund is not engaged currently, and the execution, delivery and
performance of this Agreement will not result, in (i) a material violation of the Charter or
by-laws of the Trust or of any agreement, indenture, instrument, contract, lease or other
undertaking to which the Trust, on behalf of the Acquiring Fund, is a party or by which it is
bound, or (ii) the acceleration of any material obligation, or the imposition of any material
penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to
which the Trust, on behalf of the Acquiring Fund, is a party or by which it is bound.
(f) No litigation or administrative proceeding or investigation of or before any court or
governmental body is presently pending or, to the Trust's knowledge, threatened against the
Acquiring Fund or any of the Acquiring Fund's properties or assets, that, if adversely
determined, would materially and adversely affect the Acquiring Fund's financial condition
or the conduct of its business. Except as disclosed in Schedule 4.2 to this Agreement, the
Trust, on behalf of the Acquiring Fund, knows of no facts which might form the basis for
the institution of such proceedings and is not a party to or subject to the provisions of any
order, decree or judgment of any court or governmental body which materially and
adversely affects the Acquiring Fund's business or its ability to consummate the transactions
herein contemplated.
(g) The Statement of Assets and Liabilities, Statements of Operations and Changes in Net
Assets, and Schedule of Investments of the Acquiring Fund at June 30, 2013, have been
audited by PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm,
and are in accordance with GAAP consistently applied. Such statements, and the Statement
of Assets and Liabilities, Statement of Operations, Statement of Changes in Net Assets and
Schedule of Investments for the six months ended December 31, 2013 of the Acquiring Fund
(true and correct copies of which have been furnished to the Acquired Fund) present fairly,
in all material respects, the financial condition of the Acquiring Fund as of such date in
accordance with GAAP, and there are no known contingent, accrued or other liabilities of
the Acquiring Fund required to be reflected on a balance sheet (including the notes thereto)
in accordance with GAAP as of such date that are not disclosed therein.
(h) Since June 30, 2013, there has not been any material adverse change in the Acquiring
Fund's financial condition, assets, liabilities or business, other than changes occurring in the
ordinary course of business, or any incurrence by the Acquiring Fund of indebtedness, other
than the incurrence of indebtedness in the ordinary course of business in accordance with the
Acquiring Fund's investment policies. For the purposes of this subparagraph (h), a decline in
net asset value per share of Acquiring Fund Shares due to declines in market values of
securities held by the Acquiring Fund, the discharge of Acquiring Fund liabilities, or the
redemption of Acquiring Fund Shares by Shareholders of the Acquiring Fund shall not
constitute a material adverse change.
(i) On the Closing Date, all federal and other tax returns, dividend reporting forms, and
other tax-related reports of the Acquiring Fund required by law to have been filed by such
date (including any extensions) shall have been filed and are or will be correct in all material
respects, and all federal and other taxes shown as due or required to be shown as due on said
returns and reports shall have been paid or provision shall have been made for the payment
thereof and, to the best of the Trust's knowledge, as applicable, no such return is currently
under audit and no assessment has been asserted with respect to such returns.
(j) For each taxable year of its operation, the Acquiring Fund has met or meets the
requirements of Subchapter M of the Code for qualification as a regulated investment
company, and has been or is eligible to and has computed or will compute its federal income
tax under Section 852 of the Code. In that regard, the Acquiring Fund has distributed or,
with respect to its taxable year most recently ended, has declared and distributed, or has
declared and will distribute, substantially all of (i) its investment company taxable income
(computed without regard to any deduction for dividends paid), (ii) the excess, if any, of (x)
its investment income excludible from gross income under Section 103 of the Code over (y)
its deductions disallowed under Sections 265 and 171 of the Code ("net tax-exempt
income"), and (iii) any net capital gain (after reduction for any capital loss carryforward) (as
defined in the Code).
(k) All of the issued and outstanding Acquiring Fund Shares are, and on the Closing Date
will be, duly authorized and validly and legally issued and outstanding, fully paid and non-
assessable by the Trust, on behalf of the Acquiring Fund, and will have been offered and
sold in every state, territory and the District of Columbia in compliance in all material
respects with applicable registration requirements of all applicable federal and state securities
laws. The Acquiring Fund does not have outstanding any options, warrants or other rights to
subscribe for or purchase any Acquiring Fund Shares, nor is there outstanding any security
convertible into any Acquiring Fund Shares. All of the Acquiring Fund Shares to be issued
and delivered to the Acquired Fund, for the account of the Acquired Fund Shareholders,
pursuant to this Agreement will on the Closing Date have been duly authorized and, when so
issued and delivered, will be duly and validly and legally issued Acquiring Fund Shares and
be fully paid and non-assessable by the Trust, on behalf of the Acquiring Fund.
(l) The execution, delivery and performance of this Agreement, and the transactions
contemplated herein, have been duly authorized by all necessary action on the part of the
Board, on behalf of the Acquiring Fund, and this Agreement constitutes a valid and binding
obligation of the Acquiring Fund, enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating
to or affecting creditors' rights and to general equity principles.
(m) The Acquiring Fund's prospectus included in the current effective Registration
Statement of the Trust, insofar as it relates to the Acquiring Fund, the Trust and the
Acquiring Fund Shares, does (i) not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which such statements were made, not materially
misleading (provided that this representation and warranty shall not apply to statements in or
omissions from such prospectus made in reliance upon and in conformity with information
that was furnished by the Acquired Fund for use therein) and (ii) comply in all material
respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules
and regulations thereunder. The information to be furnished by the Acquiring Fund for use
in supplements to registration statements and other documents filed or to be filed with any
federal, state or local regulatory authority (including FINRA), which may be necessary in
connection with the transactions contemplated hereby, shall be accurate and complete in all
material respects and shall comply in all material respects with federal securities and other
laws and regulations thereunder applicable thereto.
5. COVENANTS
The Acquiring Fund and the Acquired Fund hereby further covenant as follows:
5.1 Each of the Acquired Fund and the Acquiring Fund will operate its business in the ordinary
course between the date hereof and the Closing Date, it being understood that such ordinary course of
business will include the declaration and payment of customary dividends and distributions, and any
other distribution that may be advisable.
5.2 The Acquired Fund covenants that the Acquiring Fund Shares to be issued hereunder are not
being acquired for the purpose of making any distribution thereof, other than in accordance with the
terms of this Agreement.
5.3 The Acquired Fund will assist the Acquiring Fund in obtaining such information as the Acquiring
Fund reasonably requests concerning the beneficial ownership of the Acquired Fund Shares.
5.4 Subject to the provisions of this Agreement, the Acquiring Fund and the Acquired Fund covenant
to take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary,
proper or advisable to consummate and make effective the transactions contemplated by this
Agreement.
5.5 The Funds shall prepare, file and mail to shareholders a supplement to the prospectus contained in
the current effective Registration Statement on Form N-1/A in compliance with the 1933 Act, the
1934 Act and the 1940 Act and the rules and regulations thereunder with respect to the
Reorganization
5.6 Each of the Acquiring Fund and the Acquired Fund covenant to use its reasonable best efforts to
fulfill or obtain the fulfillment of the conditions precedent to effect the transactions contemplated by
this Agreement as promptly as practicable.
5.7 The Acquired Fund covenants that it will execute and deliver or cause to be executed and
delivered all such assignments and other instruments and will take or cause to be taken such further
action as the Acquiring Fund may reasonably deem necessary or desirable in order to vest in and
confirm (a) the Acquired Fund's title to and possession of the Acquiring Fund Shares to be delivered
hereunder and (b) the Acquiring Fund's title to and possession of all the Assets and otherwise to
carry out the intent and purpose of this Agreement.
5.8 The Acquiring Fund covenants to use all reasonable efforts to obtain the approvals and
authorizations required by the 1933 Act, the 1940 Act and such of the state blue sky or securities
laws as may be necessary in order to continue its operations after the Closing Date.
5.9 The Acquiring Fund shall not change its Charter, prospectus or statement of additional
information prior to closing so as to restrict permitted investments for the Acquiring Fund prior to
the closing, except as required by the Commission.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND
The obligations of the Trust, on behalf of the Acquired Fund, to consummate the transactions provided for
herein shall be subject, at their own election, to the performance by the Trust, on behalf of the Acquiring
Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition
thereto, the following further conditions:
6.1 All representations and warranties of the Trust, on behalf of the Acquiring Fund, contained in
this Agreement shall be true and correct in all material respects as of the date hereof and, except as
they may be affected by the transactions contemplated by this Agreement, as of the Closing Date,
with the same force and effect as if made on and as of the Closing Date.
6.2 The Trust, on behalf of the Acquiring Fund, shall have performed all of the covenants and
complied with all of the provisions required by this Agreement to be performed or complied with by
the Trust, on behalf of the Acquiring Fund, on or before the Closing Date.
6.3 The Trust, on behalf of the Acquiring Fund, shall have executed and delivered an assumption of
the Liabilities (the "Assumption Instrument") and all such other agreements and instruments as the
Acquired Fund may reasonably deem necessary or desirable in order to vest in and confirm (a) the
Acquired Fund has title to and possession of the Acquiring Fund Shares to be delivered hereunder
and (b) the Acquired Fund's assumption of all of the Liabilities and otherwise to carry out the intent
and purpose of this Agreement.
6.4 The Trust, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a
certificate executed in its name by its President or Vice President and the Treasurer or Assistant
Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date,
as to the matters set forth in paragraphs 6.1 and 6.2 and as to such other matters as the Acquired
Fund shall reasonably request.
6.5 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and
fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such
number has been calculated in accordance with paragraph 1.1.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
The obligations of the Trust, on behalf of the Acquiring Fund, to consummate the transactions provided for
herein shall be subject, at their own election, to the performance by the Trust, on behalf of the Acquired
Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition
thereto, the following further conditions:
7.1 All representations and warranties of the Trust, on behalf of the Acquired Fund, contained in this
Agreement shall be true and correct in all material respects as of the date hereof and, except as they
may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the
same force and effect as if made on and as of the Closing Date.
7.2 The Trust, on behalf of the Acquired Fund, shall have performed all of the covenants and
complied with all of the provisions required by this Agreement to be performed or complied with by
the Trust, on behalf of the Acquired Fund, on or before the Closing Date.
7.3 The Acquired Fund shall have delivered to the Acquiring Fund a statement of the Assets and
Liabilities, as of the Closing Date, including a schedule of investments, certified by the Treasurer of
the Trust, on behalf of the Acquired Fund. The Trust shall have executed and delivered all such
assignments and other instruments of transfer (the "Transfer Instruments") as the Acquiring Fund
may reasonably deem necessary or desirable in order to vest in and confirm (a) the Acquired Fund's
title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) the Acquiring
Fund's title to and possession of all the Assets and otherwise to carry out the intent and purpose of
this Agreement.
7.4 The Trust, on behalf of the Acquired Fund, shall have delivered to the Acquiring Fund a
certificate executed in the name of the Acquired Fund by the President or Vice President and the
Treasurer or Assistant Treasurer of the Trust, in a form reasonably satisfactory and dated as of the
Closing Date, as to the matters set forth in paragraphs 7.1 and 7.2 and as to such other matters as the
Acquiring Fund shall reasonably request.
7.5 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and
fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such
number has been calculated in accordance with paragraph 1.1.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
AND THE ACQUIRED FUND
If any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to
the Trust, on behalf of the Acquired Fund, or the Trust, on behalf of the Acquiring Fund, the other party to
this Agreement shall be entitled, at its option, to refuse to consummate the transactions contemplated by this
Agreement:
8.1 On the Closing Date, no action, suit or other proceeding shall be pending or, to the Trust's
knowledge, threatened before any court or governmental agency in which it is sought to restrain or
prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions
contemplated herein.
8.2 All consents of other parties and all other consents, orders and permits of federal, state and local
regulatory authorities deemed necessary by the Trust to permit consummation, in all material
respects, of the transactions contemplated hereby shall have been obtained, except where failure to
obtain any such consent, order or permit would not involve a risk of a material adverse effect on the
assets or properties of the Acquiring Fund or the Acquired Fund, provided that either party hereto
may for itself waive any of such conditions.
8.3 Each Fund's Registration Statement is effective under the 1933 Act, and no stop orders
suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties
hereto, no investigation or proceeding for that purpose shall have been instituted or be pending,
threatened or contemplated under the 0000 Xxx.
8.4 With respect to the Reorganization, the parties shall have received an opinion of Dechert LLP
dated the Closing Date, substantially to the effect that for federal income tax purposes: (i) The
transfer of the Acquired Fund's assets to the Acquiring Fund in exchange for Acquiring Fund Shares
and the assumption of the Acquired Fund's liabilities, followed by a distribution of those shares to
the shareholders of the Acquired Fund and the termination of the Acquired Fund will constitute a
"reorganization" within the meaning of Section 368(a)(1) of the Code; (ii) No gain or loss will be
recognized by the Acquiring Fund upon the receipt of the assets of the Acquired Fund in exchange
for Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the
Acquired Fund; (iii) The Acquiring Fund's tax basis in the assets of the Acquired Fund acquired by
the Acquiring Fund in the Reorganization will be the same as the tax basis of such assets in the hands
of the Acquired Fund immediately prior to the Reorganization; (iv) The holding periods of the assets
of the Acquired Fund in the hands of the Acquiring Fund will include the periods during which such
assets were held by the Acquired Fund (except where investment activities of the Acquiring Fund
have the effect of reducing or eliminating a holding period with respect to an asset); (v) No gain or
loss will be recognized by the Acquired Fund upon the transfer of its assets to the Acquiring Fund in
exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of
the Acquired Fund, or upon the distribution (whether actual or constructive) of Acquiring Fund
Shares by the Acquired Fund to the shareholders of the Acquired Fund in liquidation; (vi) The
shareholders of the Acquired Fund will not recognize a gain or loss upon the exchange of their shares
of the Acquired Fund for Acquiring Fund Shares; (vii) The aggregate tax basis of Acquiring Fund
Shares that the shareholders of the Acquired Fund receive in connection with the Reorganization will
be the same as the aggregate tax basis of their respective shares in the Acquired Fund exchanged
therefor; (viii) The holding period for the shares of the Acquiring Fund that a shareholder of the
Acquired Fund receives in the Reorganization will include the period during which the Acquired
Fund Shares exchanged therefor were held by such shareholder, provided that on the date of the
exchange it held such Acquired Fund Shares as capital assets. Dechert LLP will express no view
with respect to the effect of the transaction on any transferred asset as to which any unrealized gain
or loss is required to be recognized under federal income tax principles (i) at the end of a taxable
year or upon the termination thereof, or (ii) upon the transfer of such asset regardless of whether
such a transfer would otherwise be a non-taxable transaction. The opinion will be subject to receipt of
and based on certain factual certifications made by officers of the Acquiring Fund and the Acquired
Fund and will also be based on customary assumptions. It is possible that the Internal Revenue
Service could disagree with Dechert LLP's opinion. Notwithstanding anything herein to the contrary,
neither the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this
paragraph 8.5.
8.5 The Acquiring Fund and the Acquired Fund shall have received the opinion of Dechert LLP dated
the Closing Date (subject to customary assumptions, qualifications and limitations and in form and
substance reasonably acceptable to the Acquiring Fund and the Acquired Fund) substantially to the
effect that, based upon certain facts and certifications made by the Trust, on behalf of the Acquiring
Fund, and its authorized officers, (a) The Trust is duly organized and validly existing under the laws
of Delaware and has power to own all of its properties and assets and to carry on its business as
presently conducted, and the Acquiring Fund is a separate series thereof duly constituted in
accordance with the applicable provisions of the 1940 Act and the Charter and bylaws of the Trust;
the Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and, upon
consummation of the transactions contemplated hereby in accordance with the terms of this
Agreement and the execution and delivery to the Acquired Fund by and on behalf of the Acquiring
Fund of the Assumption Instrument, the Acquiring Fund will have duly assumed such liabilities;
(b) the Trust is a duly organized and validly existing under the laws of Delaware and has power to
own all of its properties and assets and to carry on its business as presently conducted, and the
Acquired Fund is a separate series thereof duly constituted in accordance with the applicable
provisions of the 1940 Act and the Charter and bylaws of the Trust; the Acquired Fund has the power
to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon
consummation of the transactions contemplated hereby in accordance with the terms of this
Agreement and the execution and delivery to the Acquiring Fund by and on behalf of the Acquired
Fund of the Transfer Instruments against payment therefore, the Acquired Fund will have duly
transferred such assets to the Acquiring Fund; (c) this Agreement has been duly authorized, executed
and delivered on behalf of the Acquiring Fund and the Acquired Fund and constitutes the valid and
binding obligation of the Acquiring Fund and Acquired Fund, enforceable against the Acquiring
Fund and Acquired Fund in accordance with its terms, subject to bankruptcy, insolvency, moratorium
reorganization and other laws of general applicability relating to or affecting creditors' rights and to
general equity principles (regardless of whether enforceability is considered in a proceeding in equity
or at law); (d) the Acquiring Fund Shares to be issued for transfer to the Acquired Fund's
shareholders as provided by this Agreement are duly authorized for issuance and, when issued and
delivered by the Acquiring Fund against delivery of all of the assets of the Acquired Fund as set forth
in this Agreement, will be validly issued and outstanding and fully paid and nonassessable shares in
the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive right of
subscription or purchase in respect thereof; (e) the execution and delivery of this Agreement did not,
and the consummation of the transactions contemplated thereby will not, violate the Charter or by-
laws of the Trust, or result in a violation of the terms and provision of the agreements to which the
Trust or the Acquiring Fund or the Acquired Fund is a party or by which either the Trust, the
Acquiring Fund or the Acquired Fund is bound that are listed in an annex to such opinion and, to the
knowledge of such counsel, no consent, approval, authorization or order of any United States federal,
Delaware state court or governmental body is required for the consummation by the Trust, the
Acquiring Fund and the Acquired Fund of the transactions contemplated by the Agreement, except
such as have been obtained; (f) to the knowledge of such counsel, based on discussions with officers
of the Trust but without other independent investigation, there is no litigation or administrative
proceeding or investigation of or before any court or governmental body presently pending or
threatened as to the Trust or the Acquiring Fund or Acquired Fund or any of their respective
properties or assets; to the knowledge of such counsel, based on discussions with officers of the Trust
but without other independent investigation, neither the Trust nor the Acquiring Fund or Acquired
Fund is a party to or subject to the provisions of any order, decree or judgment of any court or
governmental body, which materially and adversely affects either of their respective businesses; and,
to the knowledge of such counsel, based on discussions with officers of the Trust but without other
independent investigation, there is no legal or governmental proceeding relating to the Trust, the
Acquiring Fund or the Acquired Fund pending on or before the date hereof which is required to be
disclosed in the Registration Statement which is not disclosed therein; (g) the Trust is registered with
the Commission as an investment company under the 1940 Act; and (h) each Fund's Registration
Statement is effective under the 1933 Act and, to the knowledge of such counsel, (1) no stop order
suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and
(2) no proceedings for that purpose have been instituted or threatened by the Commission.
8.6 The Assets of the Acquired Fund will include no assets which the Acquiring Fund, by reason of
limitations contained in its Charter or of investment policies disclosed in its current prospectus and
statement of additional information, as supplemented, in effect on the Closing Date, may not
properly acquire.
9.0 INDEMNIFICATION
9.1 The Acquiring Fund, solely out of its assets and property (including any amounts paid to the
Acquired Fund pursuant to any applicable liability insurance policies or indemnification agreements)
agrees to indemnify and hold harmless the Trust and its Trustees and officers from and against any
and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of
reasonable legal fees and reasonable costs of investigation) to which the Acquired Fund may become
subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto)
arises out of or is based on (a) any breach by the Acquiring Fund, as applicable of any of its
representations, warranties, covenants or agreements set forth in this Agreement or (b) any act, error,
omission, neglect, misstatement, materially misleading statement, breach of duty or other act
wrongfully done or attempted to be committed by the Trust or its Trustees or officers prior to the
Closing Date, provided that such indemnification by the Acquiring Fund is not (i) in violation of any
applicable law or (ii) otherwise prohibited as a result of any applicable order or decree issued by any
governing regulatory authority or court of competent jurisdiction.
9.2 The Acquired Fund, solely out of its assets and property (including any amounts paid to the
Acquiring Fund pursuant to any applicable liability insurance policies or indemnification agreements)
agrees to indemnify and hold harmless the Trust and its Trustees and officers from and against any
and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of
reasonable legal fees and reasonable costs of investigation) to which the Acquiring Fund may become
subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto)
arises out of or is based on (a) any breach by the Acquired Fund of any of its representations,
warranties, covenants or agreements set forth in this Agreement or (b) any act, error, omission,
neglect, misstatement, materially misleading statement, breach of duty or other act wrongfully done
or attempted to be committed by the Trust or its Trustees or officers prior to the Closing Date,
provided that such indemnification by the Acquired Fund is not (i) in violation of any applicable law
or (ii) otherwise prohibited as a result of any applicable order or decree issued by any governing
regulatory authority or court of competent jurisdiction.
10.0 BROKERAGE FEES AND BROKERAGE EXPENSES
10.1 The Trust, on behalf of the Acquired Fund and Acquiring Fund, represents and warrants that
there are no brokers or finders entitled to receive any payments in connection with the transactions
provided for herein.
10.2 X.X. Xxxxxx Investment Management Inc., JPMorgan Funds Management, Inc. and JPMorgan
Distribution Services, Inc. will waive their fees and/or reimburse each Fund in an amount sufficient
to offset the costs incurred by the Fund relating to the Reorganization. The costs of the
Reorganization shall include, but not be limited to, costs associated with obtaining any necessary
order of exemption from the 1940 Act, preparation and filing of the supplement and printing and
distribution of the supplement, legal fees, accounting fees, and securities registration fees. The costs
of the Reorganization will not include brokerage fees and brokerage expenses related to the
disposition and acquisition of portfolio assets. Notwithstanding any of the foregoing, expenses will in
any event be paid by the party directly incurring such expenses if and to the extent that the payment
by another person of such expenses would result in the disqualification of such party as a "regulated
investment company" within the meaning of Section 851 of the Code.
11. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
11.1 The Trust has not made any representation, warranty or covenant, on behalf of either the
Acquired Fund or the Acquiring Fund, not set forth herein and that this Agreement constitutes the
entire agreement between the parties.
11.2 The representations, warranties and covenants contained in this Agreement or in any document
delivered pursuant hereto or in connection herewith shall survive the consummation of the
transactions contemplated hereunder. The covenants to be performed after the Closing shall survive
the Closing.
12. TERMINATION
This Agreement may be terminated and the transactions contemplated hereby may be abandoned with respect
to the Acquiring Fund or the Acquired Fund by resolution of the Board of the Trust at any time prior to the
Closing Date, if circumstances should develop that, in the opinion of the Board, make proceeding with the
Agreement inadvisable with respect to the Acquiring Fund or the Acquired Fund, respectively.
13. AMENDMENTS
This Agreement may be amended, modified or supplemented in such manner as may be deemed necessary or
advisable by the authorized officers of the Trust.
14. NOTICES
Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be
in writing and shall be given by facsimile, electronic delivery (i.e., e-mail) personal service or prepaid or
certified mail addressed as follows:
If to the Trust, at 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, to the attention of the Trust's secretary and with a
copy to Dechert LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, attn: Xxx X. Xxxx.
15. HEADINGS; GOVERNING LAW; SEVERABILITY; ASSIGNMENT; LIMITATION OF
LIABILITY
15.1 The Article and paragraph headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.
15.2 This Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware without regard to its principles of conflicts of laws.
15.3 This Agreement shall bind and inure to the benefit of the parties hereto and their respective
successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder
shall be made by any party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person, firm or corporation,
other than the parties hereto and their respective successors and assigns, any rights or remedies under
or by reason of this Agreement.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date
and year first above written.
JPMorgan Trust I, on behalf of its series on Schedule A
By: _____________________
Name:
Title:
With respect to paragraph 10.2 of this Agreement, Accepted and Acknowledged by:
X.X. Xxxxxx Investment Management Inc.
By: _____________________
Name:
Title:
JPMorgan Funds Management, Inc.
By:_____________________
Name:
Title:
JPMorgan Distribution Services, Inc.
By: _____________________
Name:
Title:
Schedule A
Acquired
Fund
Acquiring Fund
JPMorgan SmartRetirement 2010 Fund
JPMorgan SmartRetirement Income Fund
Class A
?
Class A
Class C
?
Class C
Select Class
?
Select Class
Institutional Class
?
Institutional Class
Class R2
?
Class R2
Schedule 4.1
None
Schedule 4.2
None
