daily and may be paid
monthly, equal to a percentage of the Growth Funds average daily net assets as specified in the Multi-Manager Funds Prospectus. JPMIM may
voluntarily agree to waive a portion of the fees payable to it on a month-to-month basis.
The table below sets forth the
investment advisory fees paid or accrued by the Fund to JPMIM (waived amounts are in parentheses), for the fiscal period from July 1, 2005 to June 30, 2006
(amounts in thousands):
|
|
|
|
Fiscal Year Ended June 30, 2006
|
|
Fund
|
|
|
|
Paid/ Accrued
|
|
Waived
|
Multi-Manager
Small Cap Growth Fund |
|
|
|
$ |
1,420 |
|
|
|
N/A |
|
Investment Process
The Growth Fund uses a
multi-manager investment strategy. JPMIM allocates portions of the Growth Funds assets to several Subadvisers, who then manage their
respective portions of the assets under the general supervision of JPMIM. UBS Global Asset Management (Americas) Inc. (UBS Global AM),
Oberweis Asset Management, Inc. (Oberweis) and BlackRock Capital Management, Inc. (BCM) have been engaged by JPMIM to serve as
the Subadvisers to the Growth Fund.
JPMIM uses rigorous criteria to
select Subadvisers with proven track records to manage a portion of the Growth Funds assets. In choosing the Subadvisers and their allocations,
JPMIM considers a number of factors, including market trends, its own outlook for a given market capitalization or investment style category, and the
Subadvisers performance in various market conditions. By combining the strengths of different Subadvisers, the Growth Fund seeks to bring
together a variety of stock selection processes and methodologies to achieve its investment objective. In addition to selecting the Subadvisers and
allocating the Growth Funds assets among them, JPMIM is responsible for monitoring and coordinating the overall management of the Growth Fund.
JPMIM reviews the Growth Funds portfolio holdings, evaluates the on-going performance of the Subadvisers and monitors concentration in a
particular security or industry.
THE SUBADVISORY AGREEMENTS
Summary of Current Subadvisory
Agreements
The subadvisory agreement entered
into by JPMIM with UBS Global AM was approved by the Trustees, including a majority of the Disinterested Trustees, on January 21, 2003, and by the sole
initial shareholder of the Growth Fund on February 14, 2003, and became effective on February 21, 2003. The subadvisory agreement entered into by JPMIM
with Oberweis was approved by the Trustees, including a majority of the Disinterested Trustees, on September 7, 2004, and by the shareholders of the
Growth Fund on December 15, 2004, and became effective on December 17, 2004. The subadvisory agreement entered into by JPMIM with BCM was approved by
the Trustees, including a majority of the Disinterested Trustees, on September 13, 2006, and became effective on October 29, 2006.
The subadvisory agreements with
UBS Global AM and Oberweis were renewed by the Trustees, including a majority of the Disinterested Trustees, on March 910, 2005. Each of the
subadvisory agreements will continue in effect for a period of one year from the date of the anniversary of its execution, unless terminated sooner,
and may be renewed from year to year thereafter, so long as continuance is specifically approved at least annually in accordance with the requirements
of the 1940 Act. Each subadvisory agreement provides that it will terminate in the event of an assignment (as defined in the 1940 Act), and
may be terminated without penalty at any time by either party upon 60 days written notice, or upon termination of the Advisory Agreement. Under the
terms of each subadvisory agreement, no Subadviser is liable to JPMIM, the Growth Fund or its shareholders, for any error of judgment or mistake of law
or for any losses sustained by JPMIM, the Growth Fund or its shareholders, except in the case of such Subadvisers willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties under the subadvisory agreement.
4
Each of the Subadvisers is
independent of JPMIM and discharges its responsibilities subject to the policies of the Trustees and the supervision of JPMIM, which pays the
Subadvisers fees. UBS Global AM, a registered investment adviser, is an indirect wholly-owned subsidiary of UBS AG. UBS Global AM is a member of
the UBS Global Asset Management business group of UBS AG. UBS AG is an internationally diversified organization headquartered in Zurich, Switzerland,
with operations in many areas of the financial services industry. Oberweis, located at 3333 Warenville Road, Suite 500, Lisle, Illinois 60532, is a
boutique investment firm that focuses on investments in rapidly growing companies. Established in 1989, Oberweis provides investment advice to funds,
institutions and individual investors on a broad range of investment products. James W. Oberweis is the President and a director and controlling
shareholder of Oberweis. BCM is an indirect, wholly-owned subsidiary of BlackRock, Inc. As of October 1, 2006 Merrill Lynch Inc. holds 65 million
common and preferred shares and has a 45% voting interest in BlackRock, Inc. and PNC Financial Services Group, Inc. indirectly holds approximately 34%
of BlackRock Inc.s common stock. BCM is headquartered in New York City and has offices in Boston, Chicago, Edinburgh, Florham Park, Hong Kong,
Munich, San Francisco, Singapore, Sydney, Tokyo and Wilmington.
Each Subadviser is paid monthly
by JPMIM a fee equal to a percentage of the average daily net assets of the Growth Fund allocated to the Subadviser. The aggregate annual rates of the
fees payable by JPMIM to the Subadvisers for each Subadvisers portion of the respective Growth Fund is 0.55%, expressed as a percentage of the
average daily net assets of each Subadvisers portion of the Growth Fund.
The Trust expects that
differences in investment returns among the portions of the Growth Fund managed by different Subadvisers will cause the actual percentage of the Growth
Funds assets managed by each Subadviser to vary over time. In general, the Growth Funds assets once allocated to one Subadviser will not be
reallocated (or rebalanced) to another Subadviser of the Growth Fund. However, JPMIM may reallocate assets from one Subadviser to another
when deemed in the best interests of the Growth Fund and its shareholders including when the assets managed by a Subadviser exceed that portion managed
by any other Subadviser to the Growth Fund. In some instances, where a reallocation results in any rebalancing of the Growth Fund from a previous
allocation, the effect of the reallocation will be to shift assets from a better performing Subadviser to a portion of the Growth Fund with a
relatively lower total return.
Subadvisory Agreement with ClariVest Asset Management
LLC
JPMIM has engaged ClariVest as
subadviser to the Growth Fund, pursuant to the ClariVest Subadvisory Agreement, a copy of which is attached hereto as Annex A. ClariVest is
independent of JPMIM and will discharge its responsibilities subject to the policies of the Trustees and the supervision of JPMIM. JPMIM will pay
ClariVest a subadvisory fee of 0.55%, expressed as a percentage of the average daily net assets of ClariVests portion of the Growth
Fund.
ClariVest, with principal offices
at 11452 El Camino Real, Suite 250, San Diego, CA 92130, is a SEC registered investment adviser, founded March 9, 2006. Lovell Minnick Partners, a
private equity firm, indirectly owns 30% of ClariVest and employees Stacy Nutt, David Pavan, Todd Wolter, David Vaughn, Frank Feng and Aerus Tran
indirectly own 63% of ClariVest.
The allocation of the Growth
Funds assets among UBS Global AM, Oberweis, BCM and ClariVest will be determined by JPMIM, subject to the review of the Trustees, in the best
interests of the Growth Fund and its shareholders. The Trust expects that differences in investment returns among the portions of the Growth Fund to be
managed by ClariVest and UBS Global AM, Oberweis and BCM will cause the actual percentage of the Growth Funds assets to be managed by ClariVest
to vary over time.
ClariVest will be paid monthly by
JPMIM a fee equal to a percentage of the average daily net assets of the Growth Fund allocated to ClariVest. The aggregate annual rates of the fees
payable by JPMIM to ClariVest for ClariVests portion of the Growth Fund is 0.55%, expressed as a percentage of the average daily net assets of
ClariVests portion of the Growth Fund.
5
The ClariVest Subadvisory
Agreement will continue in effect for a period of two years from the date of its execution, unless terminated sooner. It may be renewed from year to
year thereafter, so long as continuance is specifically approved at least annually in accordance with the requirements of the 1940 Act. The ClariVest
Subadvisory Agreement provides that it will terminate in the event of an assignment (as defined in the 1940 Act), and may be terminated
without penalty at any time by either party upon 60 days written notice, or upon termination of the Advisory Agreement. Under the terms of the
ClariVest Subadvisory Agreement, ClariVest is not liable to JPMIM, the Growth Fund or its shareholders, for any error of judgment or mistake of law or
for any losses sustained by JPMIM, the Growth Fund or its shareholders, except in the case of ClariVests willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties under the ClariVest Subadvisory Agreement.
The table below illustrates the
individuals who will serve as portfolio managers for the portion of Growth Fund assets allocated to ClariVest.
JPMORGAN MULTI-MANAGER SMALL CAP GROWTH
FUND
|
|
Subadviser and Address
|
|
|
|
Year Founded/ Assets Under
Management as of June 30, 2006
|
|
Portfolio Manager(s)
|
|
Employment Experience
|
Clarivest Asset Management LLC 11452 El Camino Real, Suite 250, San Diego, CA 92130 |
|
|
|
2006 $296.867 million |
|
Stacey Nutt,
Ph.D. Chief Executive Officer Portfolio Manager |
|
Stacey Nutt is the Chief Executive Officer and portfolio manager at ClariVest. Prior to joining ClariVest in March of 2006 Mr. Nutt was a lead
portfolio manager for the Systematic Group at Nicholas Applegate Capital Management, LLC. Prior to joining Nicholas Applegate in 1999 he was a Research
Director at Vestek Systems, Inc. |
|
|
|
|
|
|
|
Todd N.
Wolter, CFA Portfolio Manager |
|
Todd
Wolter is a portfolio manager for U.S. small and small/mid cap portfolios. Prior to joining ClariVest in March of 2006, Mr. Wolter was a portfolio
manager for the Systematic Group at Nicholas Applegate Capital Management, LLC. Prior to joining Nicholas Applegate in 2000 he was a risk analyst at
Credit Suisse Asset Management. |
The following tables provide
information about the other accounts managed by the individuals who will serve as portfolio managers for the portion of Growth Fund assets allocated to
ClariVest, if any, the structure of their compensation and their ownership of Growth Fund securities.
The table below shows
information, as of June 30, 2006, regarding all accounts (excluding the Growth Fund) managed by each ClariVest portfolio manager.
|
|
|
|
Registered Investment Companies
|
|
Other Pooled Investment Vehicles
|
|
Other Accounts
|
|
|
|
|
|
Number of Accounts
|
|
Total Assets
|
|
Number of Accounts
|
|
Total Assets
|
|
Number of Accounts
|
|
Total Assets
|
Stacey Nutt
|
|
|
|
|
None |
|
|
|
None |
|
|
|
None |
|
|
|
None |
|
|
|
6 |
|
|
$ |
293,671,744 |
|
Todd N. Wolter
|
|
|
|
|
None |
|
|
|
None |
|
|
|
None |
|
|
|
None |
|
|
|
6 |
|
|
$ |
293,671,744 |
|
6
The table below shows information
as of June 30, 2006 on all accounts (excluding the Growth Fund) managed by each ClariVest portfolio manager that have advisory fees wholly or partly
based on performance.
Performance Based Fee Advisory
Accounts
|
|
|
|
Registered Investment Companies
|
|
Other Pooled Investment Vehicles
|
|
Other Accounts
|
|
|
|
|
|
Number of Accounts
|
|
Total Assets
|
|
Number of Accounts
|
|
Total Assets
|
|
Number of Accounts
|
|
Total Assets
|
Stacey Nutt
|
|
|
|
|
None |
|
|
|
None |
|
|
|
None |
|
|
|
None |
|
|
|
None |
|
|
|
None |
|
Todd N.
Wolter |
|
|
|
|
None |
|
|
|
None |
|
|
|
None |
|
|
|
None |
|
|
|
None |
|
|
|
None |
|
Potential Conflicts of Interest
As shown in the above tables, the
ClariVest portfolio managers may manage accounts in addition to the Growth Fund. The potential for conflicts of interest exist when a subadviser and
its portfolio managers manage other accounts with similar investment objectives and strategies as the Growth Fund (Similar Accounts).
Potential conflicts may include, for example, conflicts between investment strategies and conflicts in the allocation of investment
opportunities.
ClariVest has adopted policies
and procedures to minimize such conflicts of interest to the extent possible. ClariVests allocation procedures seek to allocate investment
opportunities among clients in the fairest possible way taking into account clients best interests. ClariVest will follow procedures designed to
ensure that allocations do not involve a practice of favoring or discriminating against any client or group of clients, including the
following:
1. |
|
The individual managing the trade will allocate the securities
across the accounts, considering account size, diversification, cash availability, and other factors, including, where appropriate, the value of having
a round lot in the portfolio. |
2. |
|
Orders for the same security entered on behalf of more than one
client will generally be aggregated (i.e., blocked or bunched) subject to the aggregation being in the best interests of all participating
clients. |
3. |
|
When a trade is to be executed for an individual account and the
trade is not in the best interests of other accounts, then the trade will only be performed for that account. This is true even if the Portfolio
Managers believe that a larger size block trade would lead to best overall price for the security being transacted. |
4. |
|
In the event an order is partially filled, the
allocation shall be made in the best interests of all the clients in the order, taking into account all relevant factors, including, but not limited
to, the size of each clients allocation, odd lots, price movement effects on cash requirements, clients liquidity needs and previous
allocations. Normally, ClariVest seeks to ensure that accounts will get a pro-rata allocation based on the initial allocation. |
5. |
|
When ClariVest transacts in limited investment opportunities for
advisory accounts, ClariVest takes into account cash availability and need, eligibility (per NASD Rule 2790), suitability, investment objectives and
guidelines and other factors deemed appropriate in making investment allocation decisions. |
Portfolio Manager Compensation
Compensation at ClariVest can be
broken down into three components, the first of which is a base salary, which by industry standards tends to be modest in nature. Second is a bonus,
which is allocated based upon an individuals qualitative and quantitative contributions to firm profitability, the most significant of which is
individual performance of a Portfolio Managers product(s). The size of the bonus pool itself will be based upon overall firm profitability.
Third, for those employees with equity in the firm, there are K-1 distributions from the LLC. It is expected that all key employees will have equity
ownership in the firm.
7
Ownership of Securities
The table below indicates the
dollar range of securities of the Growth Fund beneficially owned by the ClariVest portfolio managers as of June 30, 2006, the Growth Funds
most recent fiscal year end.
Aggregate Dollar Range of Securities in
Fund
|
|
|
|
None
|
|
$1$10,000
|
|
$10,001 $50,000
|
|
$50,001 $100,000
|
|
$100,001 $500,000
|
|
$500,001 $1,000,000
|
|
over $1,000,000
|
Stacey Nutt
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Todd N. Wolter
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ClariVest Transaction and Brokerage
Practices
It is ClariVests policy to
always seek best execution for client securities transactions. ClariVest will not enter into soft dollar arrangements. ClariVests principal
objective in selecting broker/dealers and entering client trades is to obtain best execution for clients transactions. As such, ClariVest will
follow procedures to ensure that it is seeking to receive the best execution available on Growth Fund trades as there may be conflicts of interests
that on occasion arise in the trading function. ClariVest recognizes that the analysis of execution quality involves a number of factors, both
qualitative and quantitative. To consider all of these factors, ClariVest will follow a process in an attempt to ensure that its portfolio managers are
seeking to obtain the most favorable execution under the prevailing circumstances when placing Growth Fund orders.
Executive Officers and Trustees of ClariVest Asset
Management LLC
Information regarding the
principal executive officers and directors of ClariVest is set forth below. ClariVest address is 11452 El Camino Real, Suite 250, San Diego, CA
92130. The address for each of the persons listed below, as it relates to his or her duties with ClariVest, is the same as that of
ClariVest.
Name
|
|
|
|
Position with Advisor
|
|
Principal Occupation
|
Stacey Nutt
|
|
|
|
Chief
Executive Officer, Portfolio Manager |
|
Chief
Executive Officer, Portfolio Manager |
Jeff Jacobson
|
|
|
|
Chief
Operations Officer, Chief Financial Officer |
|
Chief
Operations Officer, Chief Financial Officer |
Tiffany Barzal
|
|
|
|
General Counsel, Chief Compliance Officer |
|
General Counsel, Chief Compliance Officer |
ClariVest was formed in 2006 by
former employees of Nicholas-Applegate Capital Management, LLC (NACM). Litigation is pending between the principals of ClariVest (the
Principals) and NACM relating to: (i) certain policies and procedures of NACM during the time it employed the Principals, (ii) events
surrounding the termination of one of the Principals by NACM and the subsequent resignation by the remaining Principals and (iii) the establishment by
the Principals of ClariVest. On April 3, 2006, the Principals filed a law suit against NACM in the Superior Court of California in the County of San
Diego related to events surrounding the termination of Principals by NACM. The relief sought by the Principals includes actual, consequential and
incidental losses and damages, attorneys fees, punitive damages and other relief deemed appropriate by the court. NACM filed a cross-complaint
asserting causes of action against ClariVest and the Principals relating to the establishment of ClariVest by the Principals. The relief sought by NACM
includes general and special damages, restitution, disgorgement of profits and/or reasonable royalties, punitive or exemplary damages, a preliminary
and/or permanent injunction, interest, attorneys fees, a constructive trust and other relief deemed appropriate by the court. A trial date has
been scheduled for December 7, 2007. None of the actions described above allege that any unlawful activity took place with respect to any Fund whose
shares are offered in this prospectus.
8
Board Review of ClariVest Subadvisory
Agreement
The ClariVest Subadvisory
Agreement was approved by the Trustees, including a majority of the Disinterested Trustees, on December 6, 2006.
The Board of Trustees, at
meetings held in person in September and December 2006, considered a proposal to approve a Subadvisory Agreement with ClariVest on behalf of the Growth
Fund. The ClariVest Subadvisory Agreement was approved by the Trustees, including a majority of the Trustees who are not parties to the ClariVest
Subadvisory Agreement or interested persons, as defined in the 1940 Act, of any such party, on December 6, 2006.
In considering the ClariVest
Subadvisory Agreement, the Trustees had before them information to evaluate the experience of ClariVest key personnel in portfolio management,
the quality of services ClariVest is expected to provide to the Growth Fund, and the compensation proposed to be paid to ClariVest by JPMIM. The
Trustees also considered the quality of the investment research capabilities of ClariVest, its financial resources and the other resources ClariVest
would dedicate to performing services for the Growth Fund.
The Trustees reviewed the
ClariVest Subadvisory Agreement, pursuant to which ClariVest will manage the Growth Funds assets allocated to it (the Assets) subject
to the general supervision of the Trustees, in accordance with the Growth Funds investment objective, policies, and restrictions, in compliance
with requirements applicable to registered investment companies, and such other limitations as JPMIM may institute. ClariVest will make investment
decisions for its Assets, place purchase and sale orders for portfolio transactions for its Assets, and employ professional portfolio managers and
securities analysts to provide research services to its Assets. ClariVest will conduct a continual program of investment, evaluation and, if
appropriate, sale and reinvestment of its Assets. In addition, ClariVest will (i) regularly report to the Trustees and JPMIM with respect to its
implementation of the investment program, compliance matters and other topics requested by the Trustees or JPMIM, (ii) consult with the Growth
Funds pricing agent regarding the valuation of securities for which market quotations are not readily available, and (iii) provide information
about other accounts managed by ClariVest that have investment objectives, policies, and strategies substantially similar to those employed by
ClariVest for the Growth Fund. The Board believes that the terms and conditions of the ClariVest Subadvisory Agreement are fair to, and in the best
interests of the Growth Fund and its shareholders.
The Trustees noted that, while
ClariVest was a relatively new company that commenced operations earlier in 2006, its portfolio management team had considerable experience managing
small cap assets. The Trustees examined the portfolio management teams historical performance and risk characteristics in the small-cap growth
category against its benchmark index over the one year, three year, and five year periods ended September 30, 2006 as well as the period January 1,
2000 through September 30, 2006.
The Trustees further noted
JPMIMs role as the Adviser and its affiliate JPMorgan Funds Management, Inc.s role as Administrator to the Growth Fund and their oversight
of Subadvisers as such on behalf of the Growth Fund.
The Trustees also noted the
pending litigation against ClariVest and its principals and consulted with Fund Counsel and Independent Trustee Counsel as to its potential
implications for the Fund.
The Board determined that (i) the
subadvisory services offered by ClariVest could reasonably be expected to complement the services provided by the Growth Funds other subadvisers
in a manner that would be consistent with and further its manager of managers strategy, (ii) the investment performance history of
ClariVests portfolio management team was favorable on an absolute and relative basis, (iii) ClariVests portfolio management team has
experience in managing investment company assets and that ClariVests portfolio management team has demonstrated its ability to adhere to
compliance procedures, and (iv) the fees for the advisory services to be rendered by ClariVest are fair and reasonable in light of the usual and
customary charges made by others offering the same or similar services.
9
OTHER MATTERS
The Trust will furnish, without
charge, a copy of its most recent annual report and any recent semi-annual report to any shareholder upon request to JPMorgan Funds Service Center at
1-800-480-4111.
If you have elected to receive
one information statement for all accounts maintained by members of your household, the Trust undertakes to deliver promptly upon written or oral
request a separate copy of the information statement for a separate account.
The Trusts distributor is
JPMorgan Distribution Services Inc. The Trusts administrator is JPMorgan Funds Management, Inc. The address of each of these entities is 245 Park
Avenue, New York, New York 10167.
NO ACTION REQUIRED
This information statement is
provided to you solely for informational purposes. No shareholders vote is being taken with respect to the matters described. You are not being asked
to provide a proxy.
10
ANNEX A
INVESTMENT SUB-ADVISORY AGREEMENT
between
J. P.
MORGAN INVESTMENT MANAGEMENT INC.
and
CLARIVEST ASSET MANAGEMENT LLC
INVESTMENT
SUBADVISORY AGREEMENT, effective as of the 8th
day of December, 2006, between J.P. Morgan Investment Management Inc. (the Adviser),
a corporation organized and existing under the laws of the State of Delaware,
and ClariVest Asset Management LLC (Subadviser), a limited liability
company organized and existing under the laws of the State of Delaware.
WHEREAS, the Adviser has entered
into an Investment Advisory Agreement dated as of the 21st day of January, 2003 (Advisory Agreement) with J.P. Morgan Fleming Series Trust,
a Massachusetts business trust (the Trust), which is engaged in business as an open-end management investment company registered under the
Investment Company Act of 1940, as amended, (1940 Act); and
WHEREAS, the Trust is and will
continue to be a series fund having two or more investment portfolios, each with its own assets, investment objectives, policies and restrictions (each
a Fund); and
WHEREAS, the Subadviser is
engaged principally in the business of rendering investment advisory services and is registered as an investment adviser under the Investment Advisers
Act of 1940, as amended, (Advisers Act); and
WHEREAS, the Adviser desires to
retain the Subadviser to assist it in the provision of a continuous investment program for that portion of the assets of the Fund listed on Appendix A
which the Adviser may from time to time assign to the Subadviser (the Subadviser Assets) and the Subadviser is willing to furnish such
services;
NOW, THEREFORE, in consideration
of the premises and mutual promises herein set forth, the parties hereto agree as follows:
1. Appointment. Adviser hereby retains the Subadviser to act as investment adviser for and to manage
the Subadviser Assets for the period and on the terms set forth in this Agreement. The Subadviser accepts such employment and agrees to render the
services herein set forth, for the compensation herein provided.
2. Duties of the Subadviser
A. Investment Subadvisory Services. Subject to the supervision of the Trusts Board of Trustees
(the Board) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with the Funds
investment objective, policies, and restrictions as provided in the Trusts Prospectus and Statement of Additional Information, as currently in
effect and as amended or supplemented from time to time (hereinafter referred to as the Prospectus), and in compliance with the
requirements applicable to registered investment companies under applicable laws and those requirements applicable to regulated investment companies
under Subchapter M of the Internal Revenue Code of 1986, as amended (Code) and in compliance with such other limitations as the Adviser may
institute. The Subadviser shall (a) make investment decisions in its sole discretion for the Subadviser Assets; (b) place purchase and sale orders for
portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and securities analysts to provide research services
to the Subadviser Assets. In providing these services, the Sub-Adviser will conduct a continual program of investment, evaluation and, if appropriate,
sale and reinvestment of the Subadviser Assets.
B. Subadviser Undertakings. In all matters relating to the performance of this Agreement, the
Subadviser shall act in conformity with the Trusts Articles of Incorporation, By-Laws, and Prospectus and with the written instructions and
directions of the Board and the Adviser. The Subadviser hereby agrees to:
11
(i) |
|
regularly report to the Board and the Adviser (in such form and
frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program, compliance of the Subadviser
Assets with the Prospectus, the 1940 Act and the Code, and on other topics as may reasonably be requested by the Board or the Adviser, including
attendance at Board meetings, as reasonably requested, to present such reports to the Board; |
(ii) |
|
comply with valuation procedures adopted by Board, including any
amendments thereto, and consult with the Trusts pricing agent regarding the valuation of securities that are not registered for public sale, not
traded on any securities markets, or otherwise may require fair valuation; |
(iii) |
|
provide, subject to any obligations or undertakings reasonably
necessary to maintain the confidentiality of the Subadvisers non-public information, any and all information, records and supporting
documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies
substantially similar to those employed by the Subadviser in managing the Subadviser Assets which may be reasonably necessary, under applicable laws,
to allow the Trust or its agent to present historical performance information concerning the Subadvisers similarly managed accounts and funds,
for inclusion in the Trusts Prospectus and any other reports and materials prepared by the Trust or its agent, in accordance with regulatory
requirements or as requested by applicable federal or state regulatory authorities; |
(iv) |
|
provide reasonable assistance to the Adviser with respect to the
Subadviser Assets in connection with the annual audit of the Funds financial statements, including, but not limited to: (i) providing broker
contacts as needed for obtaining trade confirmations; (ii) providing copies of term loans and swap agreements, within a reasonable time after the
execution of such agreements; (iii) providing assistance in obtaining trade confirmations in the event the Fund or the Funds independent
registered public accounting firm is unable to obtain such confirmations directly from the brokers and (iv) obtaining market quotations for investments
that are not readily ascertainable in the event the Fund or the Funds independent registered public accounting firm is unable to obtain such
market quotations through independent means. |
C. Custodial Arrangements.
(i) |
|
Custody of the Clients assets will be maintained with the
Custodian. The Adviser will be solely responsible for paying all fees or charges of the Custodian. All Adviser funds (both deposits and withdrawals),
including the Subadviser Assets, must be sent/wired to the Custodian, not to Subadviser. The Adviser authorizes the Subadviser to give the Custodian
instructions for the purchase and sale of any security included in the Subadviser Assets and to give the Custodian instructions related to corporate
actions for the conversion, redemption, exchange or retention of any security, cash or cash equivalent or other investment for the Adviser. Subadviser
is not, and shall not be construed to be, a Custodian of any of Advisers assets at any time and under any circumstances. |
(ii) |
|
The term Custodian for purposes of this Agreement
shall mean the financial institution or institutions designated from time to time by the Adviser maintaining assets of the Adviser. |
(iii) |
|
The Adviser authorizes and directs the Subadviser to instruct
the Custodian on the Advisers behalf to: (i) send the Adviser periodically a statement showing all transactions occurring on behalf of the
Adviser during the period covered by the account statement and the funds, securities and other property of the Adviser at the end of the period; and
(ii) provide the Subadviser with copies of all periodic statements and other reports that the Custodian sends to the Adviser. |
C. Expenses. The Subadviser will bear all of its expenses in connection with the performance of its
services under this Agreement. All other expenses to be incurred in the operation of the Fund will be
12
borne by the Trust, except to
the extent specifically assumed by the Subadviser. The expenses to be borne by the Trust include, without limitation, the following: organizational
costs, taxes, interest, brokerage fees and commissions, Trustees fees, Securities and Exchange Commission fees and state Blue Sky qualification
fees, advisory fees, charges of custodians, transfer and dividend disbursing agents fees, certain insurance premiums, industry association fees,
outside auditing and legal expenses, costs of independent pricing services, costs of maintaining existence, costs attributable to investor services
(including, without limitation, telephone and personnel expenses), costs of preparing and printing prospectuses and statements of additional
information for regulatory purposes and for distribution to existing stockholders, costs of stockholders reports and meetings, and any
extraordinary expenses.
D. Brokerage. The Subadviser will select brokers and dealers to effect all orders for the purchase
and sale of Subadviser Assets. In selecting brokers or dealers to execute transactions on behalf of the Subadviser Assets of the Fund, the Subadviser
will seek to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Subadviser will consider
factors it deems relevant, including, without limitation, the breadth of the market in the security, the price of the security, the financial condition
and execution capability of the broker or dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing
basis. Except as permitted by Rule 17a-10 under the 1940 Act, Subadviser will not engage in principal transactions with respect to the Subadviser
Assets with any affiliate of the Adviser or of any other subadviser to the Fund, and will engage in agency transactions with respect to the Subadviser
Assets with such affiliates only in accordance with all applicable rules and regulations. Subadviser will provide a list of its affiliates to Adviser,
as such may be amended from time to time. Adviser will provide to Subadviser a list of affiliated brokers and dealers of the Adviser and of each other
subadviser to the Fund.
E. Aggregation of Orders. On occasions when the Subadviser deems the purchase or sale of a security
to be in the best interest of the Subadviser Assets as well as other clients of the Subadviser, the Subadviser may to the extent permitted by
applicable laws and regulations, but shall be under no obligation to, aggregate the orders for securities to be purchased or sold. In such event,
allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner
the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients. The Adviser
recognizes that, in some cases, the Subadvisers allocation procedure may limit the size of the position that may be acquired or sold for the
Subadviser Assets.
F. Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the
Subadviser hereby agrees that all records which it maintains for the Subadviser Assets of the Fund are the property of the Trust and further agrees to
surrender promptly to the Trust copies of any of such records upon the Funds or the Advisers request, provided, however, that Subadviser
may retain copies of any records to the extent required for it to comply with applicable laws. The Subadviser further agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act the records relating to its activities hereunder required to be maintained by Rule 31a-1 under the
1940 Act and to preserve the records relating to its activities hereunder required by Rule 204-2 under the Advisers Act for the period specified in
said Rule. Notwithstanding the foregoing, Subadviser has no responsibility for the maintenance of the records of the Fund, except for those related to
the Subadviser Assets.
G. Subadviser Compliance Responsibilities. The Subadviser and the Adviser acknowledge that the
Subadviser is not the compliance agent for the Fund, and does not have access to all of the Trusts books and records necessary to perform certain
compliance testing. However, to the extent that the Subadviser has agreed to perform the services specified in this Agreement, the Subadviser shall
perform compliance testing with respect to the Subadviser Assets based upon information in its possession and upon information and written instructions
received from the Adviser or the Trusts Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with
such information and instructions. Specifically, the Subadviser shall not be responsible for the Fund being in violation of any applicable law or
regulation or investment policy or restriction applicable to the Fund
13
as a whole or for the
Funds failure to qualify as a regulated investment company under the Code if the securities and other holdings of the Subadviser Assets would not
be in such violation or failing to so qualify if the Subadviser Assets were deemed a separate series of the Trust or a separate regulated investment
company under the Code. The Adviser or Trusts Administrator shall promptly provide the Subadviser with copies of the Trusts Declaration of
Trust, By-Laws, current Prospectus and any written policies or procedures adopted by the Board applicable to the Subadviser Assets and any amendments
or revisions thereto. Subadviser shall supply such reports or other documentation as reasonably requested from time to time by the Adviser to evidence
Subadvisers compliance with such Prospectus, policies or procedures.
H. Proxy voting. The Subadviser has retained Institutional Shareholder Services to assist with the
voting of proxies. As a general matter, the Subadviser shall follow the recommendations of Institutional Shareholder Services and shall use its good
faith judgment in a manner which it reasonably believes best serves the interests of the Funds shareholders to vote or abstain from voting all
proxies solicited by or with respect to the issuers of securities in the Subadviser Assets. The Adviser shall cause to be forwarded to Subadviser all
proxy solicitation materials that Adviser receives. Subadviser agrees that it has adopted written proxy voting procedures that comply with the
requirements of the 1940 Act and the Advisers Act. The Subadviser further agrees that it will provide the Board as the Board may reasonably request,
with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format that
shall comply with the 1940 Act. Upon reasonable request, Subadviser shall provide the Advisor with all proxy voting records relating to the Subadviser
Assets, including but not limited to those required by Form NPX. Subadviser will also provide an annual certification, in a form reasonably acceptable
to Adviser, attesting to the accuracy and completeness of such proxy voting records.
I. Use
of Names. The Subadviser shall not use the name, logo, insignia, or other identifying mark of the Trust or the Adviser or any of their
affiliates or any derivative or logo or trade or service mark thereof, or disclose information related to the business of the Adviser or any of its
affiliates in material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall
approve all uses of its or the Trusts name and of their affiliates which merely identify in accurate terms the appointment of the Subadviser
hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be
unreasonably withheld. The Adviser shall not use the name, logo, insignia, or other identifying mark of the Subadviser or any of its affiliates in any
prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however,
that the Subadviser shall approve all uses of its name which merely identify in accurate terms the appointment of the Subadviser hereunder or which are
required by the SEC or a state securities commission; and provided, further that in no event shall such approval be unreasonably
withheld.
J. Other Subadvisers. With respect to any Fund, (i) the Subadviser will not consult with any other
subadviser to that Fund (including, in the case of an offering of securities subject to Section 10(f) of the 1940 Act, any subadviser that is a
principal underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for that Fund in securities or other
assets, except, in the case of transactions involving securities of persons engaged in securities-related businesses, for purposes of complying with
the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act; and (ii) the Subadviser will provide advice and otherwise perform services
hereunder exclusively with respect to the Subadviser Assets of that Fund.
K. Portfolio Holdings. The Subadviser will not disclose, in any manner whatsoever, any list of
securities held by the Fund, except in accordance with the Funds portfolio holdings disclosure policy.
3. Compensation of Subadviser. The Adviser will pay the Subadviser, with respect to each Fund on
Appendix A attached hereto, the compensation specified in Appendix A. Such fees will be computed daily and paid monthly, calculated at an annual rate
based on the Subadviser Assets average daily net assets as determined
14
by the Trusts
accounting agent. Compensation for any partial period shall be pro-rated based on the length of the period.
4. Standard of Care. The Subadviser shall exercise its best judgment in rendering its services
described in this Agreement. Except as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Subadviser shall
not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or the Adviser in connection with the matters to which
this Agreement relates, except a loss resulting from Subadvisers willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement
5. Indemnification.
a. The Adviser agrees to indemnify and hold harmless the Subadviser from and against any and all claims, losses,
liabilities or damages (including reasonable attorneys fees and other related expenses) (Losses), howsoever arising, from or in
connection with this Agreement or the performance by the Subadviser of its duties hereunder; provided however that the Adviser will not indemnify the
Subadviser for Losses resulting from the Subadvisers willful misfeasance, bad faith or gross negligence in the performance of its duties or from
the Subadvisers reckless disregard of its obligations and duties under this Agreement
b. The Subadviser agrees to indemnify and hold harmless the Adviser from and against any and all Losses
resulting from the Subadvisers willful misfeasance, bad faith, or gross negligence in the performance of, or from reckless disregard of, the
Subadvisers obligations and duties under this Agreement; provided however that the Subadviser will not indemnify the Adviser for Losses resulting
from the Advisers willful misfeasance, bad faith or gross negligence in the performance of its duties or from the Advisers reckless
disregard of its obligations and duties under this Agreement.
6. Non-Exclusivity. The services of the Subadviser to the Adviser with respect to the Subadviser
assets are not to be deemed to be exclusive, and the Subadviser and its affiliates shall be free to render investment advisory or other services to
others (including other investment companies) and to engage in other activities. It is understood and agreed that the directors, officers, and
employees of the Subadviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from
serving as partners, officers, directors, trustees, or employees of any other firm or corporation, including other investment companies. Adviser
acknowledges that Subadviser or its affiliates may give advice and take actions in the performance of its duties to clients which differ from the
advice, or the timing and nature of actions taken, with respect to other clients accounts (including the Subadviser assets) or employee accounts
which may invest in some of the same securities recommended to advisory clients. In addition, advice provided by the Subadviser may differ from advice
given by its affiliates.
7. Maintenance of Insurance. During the term of this Agreement and for a period of one year after the
termination hereof, Subadviser will maintain investment advisers errors and omissions insurance and will carry a fidelity bond covering it and
each of its employees and authorized agents with each policy with limits of not less than those considered commercially reasonable and appropriate
under current industry practices. Subadviser shall promptly notify Adviser of any termination of said coverage.
8. Confidentiality. Each party to this Agreement shall keep confidential any nonpublic information
concerning the other party and will not use or disclose such information for any purpose other than the performance of its responsibilities and duties
hereunder, except for (a) any such disclosure which is authorized by the non-disclosing party,,(b) any such disclosure which is expressly required or
requested by applicable law or by federal or state regulatory authorities or (c) any such disclosure to the disclosing partys employees,
third-party service providers, consultants, legal advisors or auditors having a need to know such nonpublic information, it being agreed that
Subadviser shall inform such parties of the confidential nature of the nonpublic information and such parties shall be directed by Subadviser to keep
the nonpublic information confidential in accordance with the terms of this Agreement. Nonpublic information shall not include information a party to
this Agreement can clearly establish was (a) known to the party prior to this Agreement; (b) rightfully acquired by the party from
15
third parties whom the party
reasonably believes are not under an obligation of confidentiality to the other party to this Agreement; (c) placed in public domain without fault of
the party or its affiliates; or (d) independently developed by the party without reference or reliance upon the nonpublic information.
9. Term
of Agreement. This Agreement shall become effective as of the date of its execution and shall continue in effect for a period of two
years from the date of execution. Thereafter, this Agreement shall continue automatically for successive annual periods, provided such continuance is
specifically approved at least annually by (i) the Board or (ii) a vote of a majority (as defined in the 1940 Act) of the Funds
outstanding voting securities, provided that in either event the continuance also is approved by a majority of the Board who are not interested
persons (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such
approval. This Agreement is terminable, without penalty, on 60 days written notice, by the Adviser, by the Board, by vote of holders of a
majority of the Funds shares or by the Subadviser, and will terminate five business days after the Subadviser receives written notice of the
termination of the Advisory Agreement between the Trust and the Adviser. This Agreement also will terminate automatically in the event of its
assignment (as defined in the 1940 Act).
10. Representations of Subadviser. The Subadviser represents, warrants, and agrees as
follows:
A. The Subadviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so
registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services
contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal
or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to
perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and
(v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
B. The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the
1940 Act and, if it has not already done so, will provide the Adviser and the Trust with a copy of such code of ethics. On at least an annual basis,
the Subadviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Adviser that the Subadviser and its
Access Persons have complied with the Subadvisers Code of Ethics with respect to the Subadviser Assets and (ii) identifying any material
violations which have occurred with respect to the Subadviser Assets. Upon the reasonable request of the Adviser, the Subadviser shall permit the
Adviser, its employees or its agents to examine the reports required to be made by the Subadviser pursuant to Rule 17j-1 and all other records relevant
to the Subadvisers code of ethics.
C. Subadviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under
the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Subadviser, its employees, officers and agents.
Upon reasonable request, Subadviser shall provide the Advisor with access to the records relating to such policies and procedures as they relate to the
Subadviser Assets. Subadviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to
Adviser, attesting to such written policies and procedures.
D. The Subadviser has provided the Adviser and the Trust with a copy of its Form ADV as most recently filed with
the SEC and hereafter will furnish a copy of its annual amendment to the Adviser.
10. Representations of Adviser. The Adviser represents, warrants, and agrees as
follows:
A. The Adviser acknowledges receipt of the Subadvisers Form ADV Parts I and II more than 48 hours prior to
the execution of this Agreement, and acknowledges receipt of the solicitors disclosure from Stellate Partners LLC.
B. The Adviser has the authority to enter into and perform the services contemplated by this
Agreement.
16
11. Provision of Certain Information by Subadviser. The Subadviser will promptly notify the Adviser
(i) in the event the SEC or other governmental authority has censured the Subadviser, placed limitations upon its activities, functions or operations,
suspended or revoked its registration, if any, as an investment adviser, or has commenced proceedings or an investigation that may result in any of
these actions, or (ii) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment
company under Subchapter M of the Code. The Subadviser further agrees to notify the Adviser promptly of any material fact known to the Subadviser
respecting or relating to the Subadviser respecting or relating to the Subadviser that is not contained in the Prospectus, and is required to be stated
therein or necessary to make the statements therein not misleading, or of any statement contained therein that becomes untrue in any material respect.
As reasonably requested by the Trust on behalf of the Trusts officers and in accordance with the scope of Subadvisers obligations and
responsibilities contained in this Agreement, Subadviser will provide reasonable assistance to the Trust in connection with the Trustss
compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a)-1 of the 1940 Act. Such
assistance shall include, but not be limited to: (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with
all applicable federal securities laws, as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii)
facilitating and cooperating with third-party audits arranged by the Trust to evaluate the effectiveness of its compliance controls; (iii) providing
the Trusts chief compliance officer with direct access to its compliance personnel; (iv) providing the Trusts chief compliance officer with
periodic reports; and (v) promptly providing special reports in the event of compliance problems. Further, Subadviser is aware that: (i) the Chief
Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of the Trust (collectively,
Certifying Officers) are required to certify the Trusts periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment
Company Act of 1940, as amended; and (ii) the Certifying Officers must rely upon certain matters of fact generated by Subadviser of which they do not
have firsthand knowledge. Consequently, Subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the
adequacy of the services provided to the Trust under this Agreement and the accuracy of the information prepared by it and which is included in the
Form N-CSR, and shall provide certifications to the Trust to be relied upon by the Certifying Officers in certifying the Trusts periodic reports
on Form N-CSR, in a form satisfactory to the Trust.
12. Provision of Certain Information by the Adviser. The Adviser will promptly notify the Subadviser:
(1) in the event that the SEC has censured the Adviser or the Trust, placed limitations upon either of their activities, functions, or operations,
suspended or revoked the Advisers registration as an investment adviser, or has commenced proceedings or an investigation that may result in any
of these actions; and (2) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated
investment company under Subchapter M of the Code.
13. Amendment of Agreement. No provision of this Agreement may be changed, waived, discharged, or
terminated orally, but only by an instrument in writing signed by both parties.
14. Miscellaneous.
A. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New
York, without giving effect to the conflicts of laws principles thereof, and with the 1940 Act. To the extent that the applicable laws of the State of
New York conflict with the applicable provisions of the 1940 Act, the latter shall control.
B. Change in Control. The Subadviser will notify the Adviser of any change of control of the
Subadviser, including any change of its 25% members prior to or promptly after such change. In addition the Subadviser will notify the Adviser of any
changes in the key personnel who are either the portfolio manager(s) of the Subadviser Assets or senior management of the Subadviser as soon as
practicable after such change.
C. Captions. The Captions contained in this Agreement are included for convenience of reference only
and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
17
D. Entire Agreement. This Agreement represents the entire agreement and understanding of the parties
hereto and shall supersede any prior agreements between the parties relating to the subject matter hereof.
E. Definitions. Any question of interpretation of any term or provision of this Agreement having a
counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act
and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules,
releases or orders of the SEC validly issued pursuant to the Act. As used in this Agreement, the terms majority of the outstanding voting
securities, affiliated person, interested person, assignment, broker, investment
adviser, net assets, sale, sell, and security shall have the same meaning as such terms have in
the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, release or order. Where the effect of a requirement of the federal
securities laws reflected in any provision of this Agreement is made less restrictive by a rule, release, or order of the SEC, whether of special or
general application, such provision shall be deemed to incorporate the effect of such rule, release, or order.
F. Notices. Any notice herein required is to be in writing and is deemed to have been given to
Subadviser or Adviser upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given
under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine or similar means of
delivery that provide evidence of receipt. All notices to Adviser shall be sent to: J.P. Morgan Investment Management Inc, 245 Park Avenue, 8th Floor,
New York, NY 10167, Attention: Stephen M. Benham, Fax (212) 648-1978.
All notices to Subadviser shall
be sent to: ClariVest Asset Management LLC, 11452 El Camino Real, Suite 250, San Diego, CA 92130, Attention: Stacey Nutt and Tiffany Barzal, Fax (858)
480-2447.
G. Risk
Acknowledgement. The Subadviser does not guarantee the future performance of the Subadviser Assets or any specific level of performance,
or the success of any investment decision or strategy that the Subadviser may use. The Adviser understands that investment decisions made for the
Adviser by the Subadviser are subject to various market, currency, economic, political, business and structural risks, and that those investment
decisions will not always be profitable.
IN WITNESS WHEREOF, the parties
hereto have caused this instrument to be executed by their duly authorized signatories as of the date and year first above written.
|
|
J.P.
Morgan Investment Management Inc. |
Attest: |
|
By: /s/ George C.W. Gatch
|
|
|
Managing Director
(Title) |
/s/
Stephen M. Benham
|
|
12/8/06
Date:
|
|
|
ClariVest Asset Management, LLC
|
Attest: |
|
By: /s/ Tiffany Barzal
|
|
|
General Counsel, CCO
(Title)
|
/s/
Jeff Jacobson
|
|
12/5/2006
Date:
|
18
Appendix A
Fee Schedule
For
the services provided by Subadviser to the Subadviser Assets, pursuant to the
attached Investment Sub-Advisory Agreement, the Adviser will pay the Subadviser
a fee, computed daily and payable monthly, based on the average daily net assets
of the Subadvisory Assets at the following annual rates of the average daily
net assets of the Subadviser Assets as determined by the Trusts accounting
agent:
Fund
|
|
|
|
Rate
|
JPMorgan
Multi-Manager Small Cap Growth Fund |
|
|
|
|
0.55 |
% |
STMT-MULTIPS-1206
19
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end
-----END PRIVACY-ENHANCED MESSAGE-----