Exhibit 99(h)(5)
ADMINISTRATION 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 for the Funds defined below, each
having its principal place of business at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, and JPMorgan Funds Management, Inc. ("Administrator"), 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, the Trust desires to retain the Administrator to furnish
administrative services to each series of the Trust, all as now or hereafter may
be identified on Schedule B hereto as such Schedule may be amended from time to
time ("Funds"); and
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein set forth, the parties agree as follows:
ARTICLE 1. RETENTION OF THE ADMINISTRATOR. The Trust hereby retains the
Administrator to act as the administrator of the Funds and to furnish the Funds
with the administrative services as set forth in Article 2 below. The
Administrator hereby accepts such employment to perform the duties set forth
below. The Administrator shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Trust in any way and shall
not be deemed an agent of the Trust.
ARTICLE 2. ADMINISTRATIVE SERVICES. Subject to the direction and control
of the Board of Trustees (or Directors) of the Trust ("Trustees"), the
Administrator shall perform or supervise the performance by others of
administrative services in connection with the operations of the Funds.
Without limiting the generality of the foregoing, the Administrator shall:
a. Provide all necessary office facilities (which may be in the offices
of the Administrator or an affiliate), equipment, and personnel for
handling the affairs of the Funds;
b. Subject to supervision by counsel to the Trust, prepare amendments to,
file, and maintain the Trust's governing documents, including the
Declaration of Trust (or charter as the case may be), the Bylaws, and
minutes of meetings of shareholders;
c. Provide individuals reasonably acceptable to the Trust's Trustees to
serve as officers of the Trust, who will be responsible for the
management of certain of the Trust's affairs as determined by the
Trust's Trustees;
d. Prepare agenda and prepare and compile board materials for all Trustee
meetings and review, file, and maintain minutes of meetings of
Trustees;
e. Provide appropriate personnel for Board of Trustees meetings;
f. Subject to supervision by counsel to the Trust, prepare, review and
file the Trust's Registration Statement (on Form N-1A, Form N-14 or
any replacements therefor), periodic supplements to the Registration
Statement, proxy materials and other filings with the Commission;
g. Subject to supervision by counsel to the Trust, prepare and file, or
supervise the preparation and filing of, Form N-CSR and Form N-Q and
provide any sub-certifications which may reasonably be requested by
the Trust's Principal Executive Officer or Principal Financial Officer
in connection with the required certification of those filings and
coordinate receipt of similar sub-certifications from other service
providers that provide information to be included in such filings;
h. Prepare and file, or supervise the preparation and filing of, all
necessary Blue Sky filings;
i. Prepare and file, or supervise the preparation and filing of, annual
Form N-PX;
j. Arrange for and coordinate the layout and printing of prospectuses,
statements of additional information, semi-annual and annual reports
to shareholders, and proxy materials;
k. Prepare, with the assistance of the Fund's investment adviser, and
sub-adviser, as applicable, communications to shareholders;
l. Coordinate the mailing of prospectuses, notices, proxy statements,
proxies, semi-annual and annual reports to shareholders, and other
reports to Trust shareholders, and supervise and facilitate the proxy
solicitation process for all shareholder meetings, including the
tabulation of shareholder votes;
m. Prepare for and conduct shareholder meetings, if necessary;
n. Assist with the design, development, and operation of Funds for the
Trust, including new classes, investment objectives, policies and
structure;
o. Prepare semi-annual and annual financial statements;
p. Prepare and file periodic reports to shareholders and the Commission
on Form N-SAR or any replacement forms therefor;
q. Prepare and file Notices to the Commission required pursuant to Rule
24f-2 of the 1940 Act;
r. Compile data for, assist the Trust or its designee in the preparation
of, and file, all of the Funds' federal and state tax returns and
required tax filings other than those required to be made by the
Trust's custodian and transfer agent;
s. Prepare and distribute year-end shareholder tax information letters
and Forms 1099-MISC for trustee fees and vendor payments;
t. Identify and track book-tax differences;
u. Prepare quarterly tax compliance checklist for use by Fund managers;
2
v. Calculate declaration of income/capital gain distributions in
compliance with income/excise tax distribution requirements and ensure
that such distributions are not "preferential" under the Internal
Revenue Code;
w. Review reports produced by, and the operations and performance of, the
various organizations providing services to the Trust or any Fund of
the Trust, including, without limitation, the Trust's investment
adviser, custodian, sub-adviser, fund accountant, shareholder
servicing agent, transfer agent, outside legal counsel, independent
public accountants, and other entities providing services to the
Trust, and at the request of the Trustees, report to the Trustees on
the performance of such organizations;
x. Prepare, negotiate, and administer contracts on behalf of the Trust
with, among others, the Trust's investment adviser, custodian, fund
accountant, shareholder servicing agent, and transfer agent and
oversee expense disbursement and any service provider conversions;
y. Calculate contractual Trust expenses and control all disbursements for
the Trust, and as appropriate compute the Trust's yields, total
return, expense. ratios, portfolio turnover rate and, if required,
portfolio average dollar weighted maturity;
z. Prepare annual Trust expense budget and monthly accrual analyses,
perform various expense savings analysis and expense benchmarking
analysis;
aa. Prepare expense authorizations and review or prepare for management
review all invoices for Trust expenses;
bb. Calculate performance data of the Funds for dissemination to
information service providers covering the investment company
industry;
cc. Review marketing material to verify that Fund information is accurate;
dd. Prepare and file proofs of claims in connection with Class Action
notices;
ee. Monitor the Trust's compliance with the Internal Revenue Code of 1986,
as amended, and the regulations promulgated thereunder, so as to
enable the Trust to maintain its status as a "regulated investment
company;"
ff. Monitor the Trust's compliance with all applicable federal securities
and other regulatory requirements;
gg. Monitor the Trust's compliance with its registration statement;
hh. Obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the Trust in
accordance with the requirements of Rules 17g-1 and 17d-1(d)(7) under
the 1940 Act as such bonds and policies are approved by the Trust's
Trustees;
ii. Provide information and assistance with inspections by the Commission;
jj. Coordinate annual audit activities, including providing information
and assistance with respect to audits conducted by the Trust's
independent auditors;
3
kk. Compile and summarize periodic Rule 2a-7 money market funds' analysis
for Board of Trustee review; assist management with the administration
of the trustees' deferred compensation plans, if any;
ll. Design, implement and maintain a disaster recovery program for the
Trust's records;
mm. Assist the Trust's Chief Compliance Officer with issues regarding the
Trust's compliance program (as approved by the Board of Trustees of
the Trust in accordance with Rule 38a-1 under the 0000 Xxx) as
reasonably requested;
nn. Administer the implementation and required distribution of the Privacy
Policy of the Trust as required under Regulation S-P; and
oo. Perform all administrative services and functions of the Trust and
each Fund to the extent administrative services and functions are not
provided to the Trust or such Fund pursuant to the Trust's or such
Fund's investment advisory agreement, custodian agreement, fund
accounting agreement, shareholder servicing agreement, and transfer
agent agreement.
The Administrator shall perform such other administrative services for the
Trust that are mutually agreed upon by the parties from time to time.
ARTICLE 3. ADDITIONAL SERVICES; DELEGATION. The Administrator may provide
additional reports and services upon the request of the Trust or a Fund's
investment adviser, which may result in an additional charge, the amount of
which shall be agreed upon between the parties. The Administrator may delegate
some or all of its responsibilities under this Agreement, as provided in Article
9.
ARTICLE 4. ALLOCATION OF CHARGES AND EXPENSES.
(A) THE ADMINISTRATOR. The Administrator shall furnish at its own expense
the executive, supervisory and clerical personnel necessary to perform its
obligations under this Agreement. The Administrator shall also provide the items
which it is obligated to provide under this Agreement, and shall pay all
compensation, if any, of officers of the Trust as well as all Trustees of the
Trust who are officers or employees of the Administrator or any affiliated
company of the Administrator; provided, however, that unless otherwise
specifically provided, the Administrator shall not be obligated to pay the
compensation of any employee of the Trust retained by the Trustees of the Trust
to perform services on behalf of the Trust and provided further that the parties
may in the future mutually agree that the Trust may pay all or a portion of the
compensation of the Trust's Chief Compliance Officer.
(B) THE TRUST. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust not otherwise allocated herein, including, without
limitation, organization costs, taxes, fees and expenses for legal and auditing
services, fees and expenses of pricing services, transfer agency fees and
expenses, the expenses of preparing (including typesetting), printing and
mailing reports, prospectuses, statements of additional information, proxy
solicitation material and notices to existing shareholders, all expenses
incurred in connection with issuing and redeeming shares, the cost of custodial
services, the cost of initial and ongoing registration of the shares under
Federal and state securities laws, fees and out-of-pocket expenses of Trustees
who are not officers or employees of the Administrator, the Distributor, or the
Investment Adviser to the Trust or any affiliated company of the Administrator,
the Distributor, or the Investment Adviser, insurance, interest, brokerage
costs, litigation and other extraordinary or nonrecurring expenses, and all fees
and charges of investment advisers to the Trust.
4
ARTICLE 5. COMPENSATION OF THE ADMINISTRATOR.
(A) ADMINISTRATION FEE. In consideration of the services rendered, the
facilities furnished and the expenses assumed by the Administrator pursuant to
this Agreement, the Trust shall pay the Administrator compensation at an annual
rate specified in Schedule A attached hereto. Such compensation shall be
calculated and accrued daily, and paid to the Administrator on the first
business day of each month, or at such time(s) as the Administrator shall
request and the parties hereto shall agree. The Trust shall also reimburse the
Administrator for its reasonable out-of-pocket expenses, including the travel
and lodging expenses incurred by officers and employees of the Administrator in
connection with attendance at Trustee meetings. If this Agreement terminates
before the last day of a month, the Administrator's compensation for that part
of the month in which this Agreement is in effect shall be prorated according to
the proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement.
For the purpose of determining fees payable to the Administrator, the value
of net assets of a particular Fund shall be computed in the manner described in
the Trust's registration statement for the computation of the Trust's net assets
in connection with the determination of the net asset value of the Trust's
shares.
(B) SURVIVAL OF COMPENSATION RIGHTS. All rights of compensation under this
Agreement for services performed as of the termination date shall survive the
termination of this Agreement.
ARTICLE 6. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The duties of
the Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any act or omission in carrying
out its duties hereunder, except a loss resulting from willful misfeasance, bad
faith or negligence in the performance of its duties, or by reason of reckless
disregard of its obligations and duties hereunder, except as may otherwise be
provided under provisions of applicable law which cannot be waived or modified
hereby. Any person, even though also an employee, or agent of the Administrator,
who may be or become an officer, Trustee, employee or agent of the Trust or the
Funds shall be deemed, when rendering services to the Trust or the Funds, or
acting on any business of that party, to be rendering such services to or acting
solely for that party and not as a partner, employee, or agent or one under the
control or direction of the Administrator even though paid by it.
So long as the Administrator acts in good faith and with due diligence and
without negligence, the Trust assumes full responsibility and shall indemnify
the Administrator, its employees, agents, directors, officers and nominees and
hold them harmless from and against any and all actions, suits and claims,
whether groundless or otherwise, and from and against any and all losses,
damages, costs, charges, reasonable counsel fees and disbursements, payments,
expenses and liabilities (including reasonable investigation expenses) arising
directly or indirectly out of the Administrator's actions taken or non-actions
with respect to the performance of services hereunder. The indemnity and defense
provisions set forth herein shall indefinitely survive the termination of this
Agreement.
The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In order
that the indemnification provision contained herein shall apply, however, it is
understood that if in any case the Trust may be asked to indemnify or hold the
Administrator harmless, the Trust shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is further
understood that the Administrator will use all reasonable care to identify and
notify the Trust promptly concerning any situation which presents or appears
likely to present the
5
probability of such a claim for indemnification against the Trust, but failure
to do so in good faith shall not affect the rights hereunder.
The Trust shall be entitled to participate at its own expense or, if it so
elects, to assume the defense of any suit brought to enforce any claims subject
to this indemnity provision. If the Trust elects to assume the defense of any
such claim, the defense shall be conducted by counsel chosen by the Trust and
satisfactory to the Administrator, whose approval shall not be unreasonably
withheld. In the event that the Trust elects to assume the defense of any suit
and retain counsel, the Administrator shall bear the fees and expenses of any
additional counsel retained by it. If the Trust does not elect to assume the
defense of a suit, it will reimburse the Administrator for the reasonable fees
and expenses of any counsel retained by the Administrator.
The Administrator may apply to the Trust at any time for instructions and
may consult counsel for the Trust or its own counsel and with accountants and
other experts with respect to any matter arising in connection with the
Administrator's duties, and the Administrator shall not be liable or accountable
for any action taken or omitted by it in good faith in accordance with such
instruction or with the opinion of such counsel, accountants or other experts.
The Administrator shall be protected in acting upon any document which it
reasonably believes to be genuine and to have been signed or presented by the
proper person or persons. The Administrator will not be held to have notice of
any change of authority of any officers, employees or agents of the Trust until
receipt of written notice thereof from the Trust.
ARTICLE 7. ACTIVITIES OF THE ADMINISTRATOR. The services of the
Administrator rendered to the Trust are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests. It is understood that trustees, officers, employees
and shareholders of the Trust are or may be or become interested in the
Administrator, as officers, employees or otherwise and that partners, officers
and employees of the Administrator and its counsel are or may be or become
similarly interested in the Trust, and that the Administrator may be or become
interested in the Trust as an owner of Trust shares or otherwise.
ARTICLE 8. TERM. This Agreement shall become effective February 19, 2005
and, unless sooner terminated as provided herein, shall continue until October
31, 2006. 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 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. This Agreement may be terminated
without penalty, on not less than 60 days prior written notice, by the Trust's
Board of Trustees or by the Administrator. The termination of this Agreement
with respect to one Fund or Trust shall not result in the termination of this
Agreement with respect to any other Fund or Trust.
ARTICLE 9. ASSIGNMENT. This Agreement shall not be assigned by either
party without the written consent of the other party; provided, however, that
the Administrator may, at its expense, subcontract with any entity or person
concerning the provision of the services contemplated hereunder. The
Administrator shall not, however, be relieved of any of its obligations under
this Agreement by the appointment of such subcontractor and provided further,
that the Administrator shall be responsible, to the extent provided in Article 6
hereof, for all acts of such subcontractor as if such acts were its own. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and permitted assigns.
6
ARTICLE 10. AMENDMENTS. This Agreement may be amended by the parties
hereto only if such amendment is specifically approved (i) by the vote of a
majority of the Trustees of the Trust, and (ii) by the vote of a majority of the
Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party or its affiliates.
For special cases, the parties hereto may amend such procedures set forth
herein as may be appropriate or practical under the circumstances, and the
Administrator may conclusively assume that any special procedure which has been
approved by the Trust does not conflict with or violate any requirements of its
Declaration of Trust or then-current prospectuses, or any rule, regulation or
requirement of any regulatory body.
ARTICLE 11. CERTAIN RECORDS. The Administrator shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Administrator
on behalf of the Trust shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Trust and will be made available
to or surrendered promptly to the Trust on request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Trust and follow the Trust's
instructions as to permitting or refusing such inspection; provided that the
Administrator may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so.
ARTICLE 12. COMPLIANCE WITH RULE 38a-1. The Administrator 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 same requisite level of skill and
competence required to effectively discharge its responsibilities. The
Administrator shall also provide the Trust'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.
ARTICLE 13. DEFINITIONS OF CERTAIN TERMS. The term "interested person,"
when used in this Agreement, shall have the respective meanings specified in the
1940 Act and the rules and regulations thereunder, subject to such exemptions as
may be granted by the Commission.
ARTICLE 14. NOTICE. Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if delivered to the other party at
the following address: 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000, or at such
other address as a party may from time to time specify in writing to the other
party pursuant to this Section.
ARTICLE 15. GOVERNING LAW; LIMITATION OF LIABILITY OF THE TRUSTEES AND
SHAREHOLDERS. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of Delaware. The
obligations of the Trust (or particular series or class thereof) entered into in
the name or on behalf thereof by any Trustee, representative or agent of the
Trust (or particular series or class thereof) are made not individually, but in
such capacities, and are not binding upon any Trustee, shareholder,
representative or agent of the Trust (or particular series or class thereof)
personally, but bind only the assets of the Trust (or particular series or class
thereof), 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 (or particular
series or class thereof).
7
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 (or particular
series or class thereof) as provided in the Trust's charter.
ARTICLE 16. USE OF CONFIDENTIAL INFORMATION. Notwithstanding anything in this
Agreement to the contrary:
The Administrator will keep confidential and will not use or disclose to
any other party (including, but not limited to, affiliates of the Administrator)
any Customer Information (as defined below), except as authorized in writing by
the Trust or as appropriate in connection with performing this Agreement and
subject to any conditions set forth elsewhere in the Agreement.
The Administrator will maintain appropriate physical, electronic and
procedural safeguards to store, dispose of (if applicable) and secure Customer
Information to protect it from unauthorized access, use, disclosure, alteration,
loss and destruction. The safeguards used by the Administrator to protect
Customer Information will be no less than those used by the Administrator to
protect its own confidential information. In addition, the Administrator will
comply with any other security safeguards required by this Agreement.
The Administrator will control access to Customer Information and, except
as required by law or as otherwise may be specifically permitted by this
Agreement, permit access only to individuals who need access in connection with
performing this Agreement and will cause such individuals to maintain the
confidentiality of Customer Information.
Except as necessary to conform to any record retention requirements imposed
by this Agreement, the Company will, upon termination of this Agreement or the
Trust's earlier request, return to the Trust all Customer Information or destroy
it, as specified by the Trust. The Administrator will provide to the Trust a
destruction certificate if so required.
As between the Trust and the Administrator, Customer Information and all
applicable intellectual property rights embodied in the Customer Information
shall remain the property of the Trust.
The Administrator acknowledges that it has received and reviewed a copy of
the Trust's privacy policy applicable to Customer Information and it agrees that
it will not act in a manner that is inconsistent with such policy.
Without limiting the foregoing, the Administrator shall not directly or
through an affiliate, disclose any Customer Information, including account
numbers, access numbers, or access codes for an account for use in
telemarketing, direct mail marketing, or marketing through electronic mail,
except as permitted by this Agreement, the Privacy Policy of the Trusts, and as
permitted in Section 248.12 of Regulation S-P.
The term "Customer Information" as used in this Article means information,
in any form, provided to the Administrator by on or behalf of the Trust that
uniquely identifies in any way a current, former or prospective Trust customer.
Customer Information includes, but is not limited to, copies of such information
or materials derived from such information.
8
ARTICLE 17. COUNTERPARTS. This Agreement may be executed by the parties on any
number of counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
9
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
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
JPMORGAN TRUST I
JPMORGAN TRUST II
UM INVESTMENT TRUST
UM INVESTMENT TRUST II
EACH ON BEHALF OF ITSELF AND EACH OF ITS FUNDS
By:
-------------------------------------------
Title:
----------------------------------------
ACCEPTED BY:
JPMORGAN FUNDS MANAGEMENT, INC.
By:
-------------------------------------------
Title:
----------------------------------------
10
SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
(EFFECTIVE AS OF FEBRUARY 19, 2005)
NAME OF THE 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 Xxxxxxx Series Trust Massachusetts business trust
JPMorgan Trust I Delaware statutory trust
JPMorgan Trust II Delaware statutory trust
UM Investment Trust Massachusetts business trust
UM Investment Trust II Massachusetts business trust
11
SCHEDULE B
TO THE
ADMINISTRATION AGREEMENT
(EFFECTIVE AS OF FEBRUARY 19, 2005)
CATEGORY 1
The Administrator receives a pro-rata portion of the following annual fee on
behalf of each Fund in Category 1 for administrative services: 0.15% of the
first $25 billion of average daily net assets of all Category 1 and Category 4
funds in the JPMorgan Funds Complex(1) plus 0.075% of average daily net assets
of all Category 1 and Category 4 funds over $25 billion.
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------------------------------------------------------------------
JPMorgan Arizona Municipal Bond Fund One Group Arizona Municipal Bond Fund
JPMorgan Asia Equity Fund JPMorgan Xxxxxxx Asia Equity Fund
JPMorgan Bond Fund JPMorgan Bond Fund
JPMorgan California Tax Free Bond Fund JPMorgan California Bond Fund
JPMorgan Capital Growth Fund JPMorgan Capital Growth Fund
JPMorgan Core Bond Fund One Group Bond Fund
JPMorgan Core Plus Bond Fund One Group Income Bond Fund
JPMorgan Disciplined Equity Fund JPMorgan Disciplined Equity Fund
JPMorgan Diversified Fund JPMorgan Diversified Fund
JPMorgan Diversified Mid Cap Fund One Group Diversified Mid Cap 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 Dynamic Small Cap Fund JPMorgan Dynamic Small Cap Fund
JPMorgan Emerging Markets Debt Fund JPMorgan Xxxxxxx Emerging Markets Debt Fund
JPMorgan Emerging Markets Equity Fund JPMorgan Xxxxxxx Emerging Markets Equity Fund
JPMorgan Enhanced Income Fund JPMorgan Enhanced Income Fund
JPMorgan Equity Income Fund One Group Equity Income Fund
JPMorgan Equity Index Fund One Group Equity Index Fund
JPMorgan Global Healthcare Fund JPMorgan Global Healthcare Fund
JPMorgan Global Strategic Income Fund JPMorgan Global Strategic Income Fund
JPMorgan Government Bond Fund One Group Government Bond Fund
JPMorgan High Yield Bond Fund One Group High Yield Bond Fund
JPMorgan Intermediate Bond Fund One Group Intermediate Bond Fund
JPMorgan Intermediate Tax Free Bond Fund JPMorgan Intermediate Tax Free Income Fund
JPMorgan International Equity Fund JPMorgan Xxxxxxx International Equity Fund
JPMorgan International Equity Index Fund One Group International Equity Index 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 America Fund JPMorgan Intrepid America Fund
JPMorgan Intrepid Contrarian Fund JPMorgan Intrepid Investor Fund
JPMorgan Intrepid European Fund JPMorgan Xxxxxxx Intrepid European Fund
JPMorgan Intrepid Growth Fund JPMorgan Intrepid Growth Fund
JPMorgan Intrepid Value Fund JPMorgan Intrepid Value Fund
JPMorgan Japan Fund JPMorgan Xxxxxxx Japan Fund
JPMorgan Kentucky Municipal Bond Fund One Group Kentucky Municipal Bond Fund
----------
(1) For purposes of this Agreement, the "JPMorgan Funds Complex" includes all
of the Funds subject to this Agreement.
12
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------------------------------------------------------------------
JPMorgan Large Cap Growth Fund One Group Large Cap Growth Fund
JPMorgan Large Cap Value Fund One Group Large Cap Value Fund
JPMorgan Louisiana Municipal Bond Fund One Group Louisiana Municipal Bond Fund
JPMorgan Market Expansion Index Fund One Group Market Expansion Index 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 Michigan Municipal Bond Fund One Group Michigan Municipal Bond Fund
JPMorgan Mortgage-Backed Securities Fund One Group Mortgage Backed Securities Fund
JPMorgan Multi-Cap Market Neutral Fund One Group Market Neutral Fund
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 Municipal Fund One Group Municipal 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 Ohio Municipal Bond Fund One Group Ohio Municipal Bond Fund
JPMorgan Short Duration Bond Fund One Group Short-Term Bond Fund
JPMorgan Short Term Bond Fund JPMorgan Short Term Bond Fund
JPMorgan Short Term Bond Fund II JPMorgan Short Term Bond Fund II
JPMorgan Short Term Municipal Bond Fund One Group Short-Term Municipal Bond Fund
JPMorgan Small Cap Core Fund JPMorgan Trust Small Cap Equity Fund
JPMorgan Small Cap Equity Fund JPMorgan Small Cap Equity 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 Tax Aware Disciplined Equity Fund JPMorgan Tax Aware Disciplined Equity Fund
JPMorgan Tax Aware Enhanced Income Fund JPMorgan Tax Aware Enhanced Income Fund
JPMorgan Tax Aware International Opportunities Fund JPMorgan Xxxxxxx Tax Aware International Opportunities 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 Real Income Fund JPMorgan Tax Aware Real Income Fund
JPMorgan Tax Aware Short-Intermediate Income Fund JPMorgan Tax Aware Short-Intermediate Income Fund
JPMorgan Tax Aware U.S. Equity Fund JPMorgan Tax Aware U.S. Equity Fund
JPMorgan Tax Free Bond Fund One Group Tax-Free Bond Fund
JPMorgan Technology Fund One Group Technology Fund
JPMorgan Treasury & Agency Fund One Group Treasury & Agency Fund
JPMorgan Ultra Short Term Bond Fund One Group Ultra Short-Term Bond Fund
JPMorgan U.S. Equity Fund JPMorgan U.S. Equity Fund
JPMorgan U.S. Real Estate Fund One Group Real Estate Fund
JPMorgan U.S. Small Company Fund JPMorgan U.S. Small Company Fund
JPMorgan Value Advantage Fund N/A
JPMorgan West Virginia Municipal Bond Fund One Group West Virginia Municipal Bond 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
Undiscovered Managers Small Cap Growth Fund UM Small Cap Growth Fund
13
CATEGORY 2
The Administrator receives a pro-rata portion of the following annual fee on
behalf of each Fund in Category 2 for administrative services: 0.10% of the
Fund's average daily net assets on the first $500,000,000 in Fund assets; 0.075%
of the Fund's average daily net assets between $500,000,000 and $1,000,000,000
and 0.05% of the Fund's average daily net assets in excess of $1,000,000,000.
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
CATEGORY 3
The Administrator receives a pro-rata portion of the following annual fee on
behalf of each Fund in Category 3 for administrative services: 0.10% of the
first $100 billion of average daily net assets of all Category 3 funds in the
JPMorgan Funds Complex plus 0.05% of average daily net assets over $100 billion.
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 Liquid Assets Money Market Fund One Group Prime 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 New York Municipal Market Fund JPMorgan New York Tax Free Money Market Fund
JPMorgan Ohio Municipal Money Market Fund One Group Ohio Municipal 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 U.S. Treasury Plus Money Market Fund One Group U.S. Treasury Securities Money Market Fund
14
CATEGORY 4
The Administrator receives a pro-rata portion of the following annual fee on
behalf of each Fund for administrative services: 0.10% of the first $25 billion
of average daily net assets of all Category 1 and Category 4 funds in the
JPMorgan Funds Complex plus 0.025% of average daily net assets of all Category 1
and Category 4 funds over $25 billion. These Funds are feeders into the Growth
and Income Portfolio that has an additional 0.05% administration fee.
NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
---------------------------------------------------------------------------------------------------------------------
JPMorgan Growth & Income Fund(2) JPMorgan Growth and Income Fund
CATEGORY 5
The Administrator receives a fee of 0.05% of the average daily net assets of all
Category 5 Funds.
NEW NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
----------------------------------------------------------------------------------------------------------------------
Growth and Income Portfolio(2) Growth and Income Portfolio
CATEGORY 6
The Administrator receives a fee of 0.365% of the average daily net assets of
all Category 6 Funds.
NEW NAME AS OF FEBRUARY 19, 2005 PRIOR NAME
----------------------------------------------------------------------------------------------------------------------
UM Multi-Strategy Fund N/A
Undiscovered Managers Spinnaker Fund N/A
----------
(2) JPMorgan Growth and Income Fund is currently the only remaining feeder of
Growth and Income Portfolio. It is anticipated that JPMorgan Growth and
Income Fund will be consolidated with Growth and Income Portfolio, at which
time, JPMorgan Growth and Income Fund will become a Category 1 fund and
Growth and Income Portfolio will be removed from the Agreement.
