-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
SXYTQLe52UYh9I2kNMzSeowge0GZGV7aQ9rUAd7neT67q+FLQ1AIChKD5Y3EofN4
LIBsr76DyuBTxplvmikH8w==
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 2009 File No. 811-21638 UNITED STATES WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | x |
AMENDMENT No. 14
JPMORGAN INSTITUTIONAL TRUST
(Exact Name of Registrant as Specified in Charter)
245 Park Avenue
New York, New York 10167
(Address of Principal Executive Offices)
Registrants Telephone Number, including Area Code (212) 837-2524
Frank J. Nasta, Esq.
JPMorgan Chase & Co.
245 Park Avenue
New York, New York 10167
(Name and Address of Agent for Service)
Copies to:
Jessica K. Ditullio, Esq. JPMorgan Chase & Co. 1111 Polaris Parkway, Mail Code OH1-0152 Columbus, Ohio 43240 |
EXPLANATORY NOTE
This Amendment is filed by JPMorgan Institutional Trust (the Registrant). This Registration Statement has been filed by the Registrant pursuant to Section 8(b) of the Investment Company Act of 1940, as amended. However, shares of beneficial interest in the Registrant are not being registered under the Securities Act of 1933, as amended (the Securities Act), because such shares are issued solely in private placement transactions that do not involve a public offering within the meaning of Section 4(2) of the Securities Act. The shares have not been registered under any state securities laws in reliance upon various exemptions provided by those laws. Investments in the shares of the Registrant may be made only by accredited investors within the meaning of Regulation D under the Securities Act. This Registration Statement does not constitute an offer to sell, or the solicitation of an offer to buy, any shares of the Registrant.
This filing supplements the Confidential Offering Memorandum and Confidential Offering Memorandum Supplement of the Registrant dated June 26, 2009 and filed as Amendment No. 12, as supplemented by the Confidential Offering Memorandum Supplement dated October 2, 2009 and filed as Amendment 13 to the Registrants Registration Statement on Form N-1A (SEC File No. 811-21638).
All
Funds |
||||||||||
Lipper,
Inc. |
Monthly |
30
days after month end |
||||||||
JPMorgan
Core Bond Trust |
||||||||||
College Access
Foundation of California |
Monthly |
30
days after month end |
||||||||
Detroit
Symphony Orchestra |
Monthly |
30
days after month end |
||||||||
New England
Pension Consultants |
Monthly |
30
days after month end |
||||||||
Joint
Commission on Accreditation of Healthcare Organizations |
Quarterly |
30
days after month end |
||||||||
JPMorgan
Intermediate Bond Trust |
||||||||||
Brunswick
Corporation |
Monthly |
30
days after month end |
||||||||
JPMorgan
Equity Index Trust |
||||||||||
Detroit
Symphony Orchestra |
Monthly |
30
days after month end |
||||||||
Sauer-Dan
Foss |
Quarterly |
30
days after month end |
PART C: OTHER INFORMATION
Item 23. Exhibits
Exhibits filed pursuant to Form N-1A:
(a) (1) Certificate of Trust is incorporated by reference to Registrants Initial Registration Statement on Form N-1A, SEC File No. 811-21638.
(a) (2) Declaration of Trust is incorporated by reference to Registrants Initial Registration Statement on Form N-1A, SEC File No. 811-21638.
(a) (3) Schedule A to the Declaration of Trust. Incorporated herein by reference to Amendment No. 12 to Registrants Registration Statement filed on June 26, 2009.
(b) (1) By-Laws of JPMorgan Institutional Trust, as amended and restated June 20, 2007, is incorporated by reference to Amendment No. 8 to Registrants Registration Statement filed on January 18, 2008.
(b) (2) Amendment to By-Laws of JPMorgan Institutional Trust effective August 20, 2009. Incorporated herein by reference to Amendment No. 13 to Registrant’s Registration Statement filed on October 2, 2009.
(c) None.
(d) (1) Investment Advisory Agreement between the Registrant and J.P. Morgan Investment Management Inc. is incorporated by reference to Amendment No. 4 to Registrants Registration Statement filed on October 28, 2005.
(d) (2) Schedule A to the Investment Advisory Agreement (amended as of June 26, 2009). Incorporated herein by reference to Amendment No. 13 to Registrant’s Registration Statement filed on October 2, 2009.
(e) Not applicable.
(f) Not applicable.
(g) (1) Global Custody and Fund Accounting Agreement with JPMorgan Chase Bank is incorporated by reference to Amendment No. 4 to Registrants Registration Statement filed on October 28, 2005.
(g) (l) (a) Amendment to Global Custody and Fund Accounting Agreement, including Schedules C and D, dated September 1, 2007, is incorporated by reference to Amendment No. 8 to Registrants Registration Statement filed on January 18, 2008.
(g) (1) (b) Amendment to Global Custody and Fund Accounting Agreement, including Schedules A and C, dated April 21, 2008. Incorporated herein by reference to Amendment No. 10 to the Registrants Registration Statement filed on June 27, 2008.
(g) (1) (c) Amended Schedule A to the Global Custody & Fund Accounting Agreement (amended as of June 27, 2009). Incorporated herein by reference to Amendment 13 to Registrants Registration Statement filed on October 2, 2009.
(g) (1) (d) Form of Amendment to Global Custody and Fund Accounting, including Schedules B & C, dated September 1, 2009. Filed herein.
(h) (1) Transfer Agency Agreement between the Trust and Boston Financial Data Services, Inc. (BFDS) dated September 1, 2009. Filed herewith.
(h) (2) (a) Form of Administration Agreement between the Registrant and JPMorgan Funds Management, Inc. (formerly known as One Group Administrative Services, Inc.) is incorporated by reference to Amendment No. 4 to Registrants Registration Statement filed on October 28, 2005.
(h) (2) (b) Schedule A to the Administration Agreement (amended as of June 26, 2009). Incorporated herein by reference to Amendment No. 13 to Registrant’s Registration Statement filed on October 2, 2009.
(h) (3) Placement Agency Agreement between the Registrant and J.P. Morgan Institutional Investments Inc. is incorporated by reference to Amendment No. 4 to Registrants Registration Statement filed on October 28, 2005.
(h) (4) Placement Agency Agreement between the Registrant and J.P. Morgan Institutional Investments Inc., dated May 25, 2005, is incorporated by reference to Amendment No. 8 to Registrants Registration Statement filed on June 26, 2006.
(h) (5) Securities Lending Agreement between Registrant and JPMorgan Chase Bank, NA is incorporated by reference to Amendment No. 4 to Registrants Registration Statement filed on October 28, 2005.
(h) (5) (1) Amendment to Securities Lending Agreement dated July 1, 2008. Incorporated herein by reference to Amendment No. 11 to the Registrant's Registration Statement filed on May 22, 2009.
(i) Not applicable.
(j) Not applicable.
(k) Not applicable.
(l) Not applicable.
(h) (6) Form of Fee Waiver Agreement, dated July 1, 2009. Incorporated herein by reference to Amendment No. 12 to Registrants Registration Statement filed on June 26, 2009.
(m) Not applicable. (n) Not applicable. (o) Reserved. (p) Codes of Ethics. (1) Fund Code of Ethics, effective February 1, 2005 (revised May 20, 2006). Incorporated herein by reference to Amendment No. 12 to Registrants Registration Statement filed on June 26, 2009. (2) Code of Ethics of Adviser. (Effective February 1, 2005, Revised
November 18, 2008). Incorporated herein by reference to Amendment No. 12 to Registrants Registration Statement filed on June 26, 2009.
(99) (a) Powers of Attorney for the Trustees. Incorporated herein by reference to Amendment No. 11 to the Registrant's Registration Statement filed on May 22, 2009. (99) (b) Power of Attorney for George C.W. Gatch. Incorporated herein by reference to Amendment No. 10 to the Registrants Registration Statement filed on June 27, 2008. (99) (c) Power of Attorney for Patricia A. Maleski. Incorporated herein by reference to Amendment No. 10 to the Registrants Registration Statement filed on June 27, 2008. Item 24. Persons Controlled by or Under Common Control with the Registrant The Registrant is not directly or indirectly controlled by or under common control with any
person other than the Trustees. It does not have any subsidiaries. Item 25. Indemnification Article VII,
Section 3 of the Trusts Declaration of Trust provides that, subject
to the exceptions and limitations contained in the Trusts By-Laws:
(a) every person who is, has been, or becomes a Trustee or officer of the
Trust (hereinafter referred to as a Covered Person) shall be
indemnified by the Trust to the fullest extent permitted by law against
liability and against all expenses reasonably incurred or paid by him in
connection with any proceeding in which he becomes involved as a party or
otherwise by virtue of his being or having been a Trustee or officer of the
Trust and against amounts paid or incurred by him in the settlement thereof; and
(ii) expenses in connection with the defense of any proceeding of the
character described in clause (i) above shall be advanced by the Trust to
the Covered Person from time to time prior to final disposition of such
proceeding to the fullest extent permitted by law. Article VII, Section 2 of the Trusts By-Laws provides that
subject to the exceptions and limitations contained in Article VII,
Section 4 of the By-Laws the Trust shall indemnify its Covered Persons to
the fullest extent consistent with state law and the Investment Company Act of
1940, as amended (1940 Act). Without limitation of the foregoing,
the Trust shall indemnify each person who was or is a party or is threatened to
be made a party to any proceedings, by reason of alleged acts or omissions
within the scope of his or her service as a Trustee or officer of the Trust,
against judgments, fines, penalties, settlements and reasonable expenses
(including attorneys fees) actually incurred by him or her in connection
with such proceeding to the maximum extent consistent with state law and the
1940 Act. Subject to the exceptions and limitations contained in Section 4
of Article VII of the By-Laws, the Trust may, to the fullest extent consistent
with law, indemnify each person who is serving or has served at the request of
the Trust as a director, officer, partner, trustee, employee, agent or fiduciary
of another domestic or foreign corporation, partnership, joint venture, trust,
other enterprise or employee benefit plan (Other Position) and who
was or is a party or is threatened to be made a party to any proceeding by
reason of alleged acts or omissions while acting within the scope of his or her
service in such Other Position, against judgments, fines, settlements and
reasonable expenses (including attorneys fees) actually incurred by him or
her in connection with such proceeding to the maximum extent consistent with
state law and the 1940 Act. The indemnification and other rights provided by
Article VII of the By-Laws shall continue as to a person who has ceased to be a
Trustee or officer of the Trust.
Article VII, Section 4 of the Trusts By-Laws provides that:
(a) the Trust shall not indemnify a Covered Person or agent who shall have
been adjudicated by a court or body before which the proceeding was brought
(i) to be liable to the Trust or its Shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office (collectively, disabling
conduct) or (ii) not to have acted in good faith in the reasonable
belief that his action was in or not opposed to the best interest of the Trust;
and (b) the Trust shall not indemnify a Covered Person or agent unless the
court or other body before which the proceeding was brought determines that such
Trustee, officer or agent did not engage in disabling conduct or, with respect
to any proceeding disposed of (whether by settlement, pursuant to a consent
decree or otherwise) without an adjudication by the court or other body before
which the proceeding was brought, there has been a dismissal of the proceeding
by the court or other body before which it was brought for insufficiency of
evidence of any disabling conduct with which such a Covered Person or agent has
been charged and a determination that such Trustee, officer or agent did not
engage in disabling conduct by at least a majority of those Trustees who are
neither interested persons of the Trust (as that term is defined in
Section 2(a)(19) of the 1940 Act) nor parties to the proceeding based upon
a review of readily available facts (as opposed to a full trial-type inquiry).
Item 26. Business
and Other Connections of the Investment Adviser See Management of the
Trust in Part B. Information as to the directors and officers of the Adviser is included in its Form ADV filed with the SEC and is incorporated herein by reference. Item 27. Principal Underwriter Not applicable. Item 28. Location of Accounts and Records All accounts, books, records and documents required pursuant to Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated
thereunder are maintained in the physical possession of:
JPMorgan Funds Management, Inc. (named One Group Administrative Services, Inc. through February 15, 2005), the Registrants administrator, at 1111
Polaris Parkway, Columbus, Ohio 43240; JPMorgan Chase Bank, the
Registrants custodian at 270 Park Avenue, New York, NY 10017;
J.P. Morgan Investment Management Inc., the Registrants investment
adviser, at 245 Park Avenue, New York, NY 10167; Boston Financial Data
Services, Inc., the Registrants transfer agent, at 2 Heritage Drive, North
Quincy, Massachusetts 02171. Item 29. Management Services None. Item 30. Undertakings Not applicable.
SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this amendment to its
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus on the 10th day of November, 2009.
/s/ George C. W. Gatch* This amendment to the Registration Statement of the Registrant
has been signed below by the following persons in the capacities indicated on November 10, 2009. Fergus Reid, III* Marilyn McCoy* Fergus Reid, III Marilyn McCoy William J. Armstrong* William G. Morton* William J. Armstrong William G. Morton John F. Finn* Robert A. Oden, Jr.* John F. Finn Robert A. Oden, Jr. Matthew Goldstein* Frederick W. Ruebeck* Matthew Goldstein Frederick W. Ruebeck. Robert J. Higgins* James J. Schonbachler* Robert J. Higgins James J. Schonbachler Frankie D. Hughes* Leonard M. Spalding, Jr* Frankie D. Hughes Leonard M. Spalding, Jr. Peter C. Marshall* By George C. W. Gatch* Peter C. Marshall George C. W. Gatch By Patricia A. Maleski* Patricia A. Maleski *By /s/ Jessica K. Ditullio Jessica K. Ditullio Exhibit Index (g)(1)(d) Form of Amendment to Global Custody and Fund Accounting Agreement, including Schedules B and C, dated (h)(1) Transfer Agency Agreement between the Registrant and Boston Data Services, Inc. dated September 1, 2009 AMENDMENT TO THE GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT (dated September 1, 2009) This amendment is an amendment to the Global Custody and Fund Accounting Agreement dated February 18, 2005 by and among JPMorgan Chase Bank, N.A. (Bank) and each of the entities listed on Schedule A thereto (the Agreement) The amendment is effective as of September 1, 2009. For the purpose of this amendment, each Fund is a separate Customer. WHEREAS, the parties have previously entered into the Agreement. The parties have now agreed to amend the Agreement pursuant to this Amendment (the Amendment). Unless otherwise defined in this Amendment, capitalized terms used in this Amendment shall have the meanings specified in the Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows: 1. Amendment of the Agreement Upon execution of this Amendment by both parties, the Agreement shall be and hereby is amended as follows: (a) Schedule B to the Agreement is hereby deleted in its entirety and replaced with Schedule B attached hereto. (b) Schedule C to the Agreement is hereby deleted in its entirety and replaced with Schedule C attached hereto 2. Representations Each party represents to the other party that all representations contained in the Agreement are true and accurate as of the date of this Amendment and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment. 3. Miscellaneous (a) Entire Agreement. This Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings (except as otherwise provided herein) with respect thereto. (b) Amendments. No amendment, modification or waiver in respect of this Amendment will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties. 1 (c) Counterparts. This Amendment may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original. All signatures need not be on one counterpart. (d) Headings. The headings used in this Amendment are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Amendment. (e) Governing Law. This Amendment will be governed by and construed in accordance with the law of the State of New York (without reference to choice of law doctrine). IN WITNESS WHEREOF, the parties have executed this Amendment on the respective dates specified below with effect from the date first specified on the first page of this Amendment. JPMORGAN INSTITUTIONAL TRUST JPMORGAN TRUST I JPMORGAN TRUST II J.P. MORGAN MUTUAL FUND GROUP J.P. MORGAN FLEMING MUTUAL FUND GROUP, INC. J.P. MORGAN MUTUAL FUND INVESTMENT TRUST UNDISCOVERED MANAGERS FUNDS UM INVESTMENT TRUST JPMORGAN INSURANCE TRUST By:______________________ Name: Title: JPMORGAN CHASE BANK, N.A. By:________________________ Name: Title: 2 SCHEDULE B DESCRIPTION OF FUND ACCOUNTING SERVICES The Bank agrees to perform the following duties in accordance with the requirements of the Funds Registration Statements, the 1940 Act (if applicable), applicable Internal Revenue Service ("IRS") regulations, and procedures as may be agreed upon from time to time, including without limitation, those set forth in the service level agreement pertaining to the Funds to which the Bank is a party. In all instances, the Bank agrees to perform such services in accordance with industry standards and best practices, which may include those enumerated in the Audits of Investment Companies Audit and Accounting Guide, as in effect from time to time. Where appropriate, the Bank agrees to keep all records on a class-by-class basis for each of the Funds. In connection with the provision of services under this Schedule B, the Bank or its agent or delegatee shall provide the Funds chief compliance officer with periodic reports (i.e., semi-annual SAS 70 reports) regarding its fund accounting control environment, and shall promptly provide special reports in the event of any material violation of the federal securities laws relating to such services of which it becomes aware. The Bank or its agent or delegatee will provide the Funds chief compliance officer with reasonable access to its compliance personnel. The Bank agrees to: a. keep and maintain the books and records of each Fund pursuant to Rule 3la-1 under the 1940 Act (the Rule), which are applicable to fund accounting and the services to be performed pursuant to this Schedule B, including the following: (i) journals containing an itemized daily record in detail of all purchases and sales of securities, all receipts and disbursements of cash and all other debits and credits, as required by subsection (b)(1) of the Rule; (ii) general and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, as required by subsection (b)(2)(i) of the Rule; (iii) separate ledger accounts required by subsections (b)(2)(ii) and (iii) of the Rule; and (iv) a monthly trial balance of all ledger accounts (except shareholder accounts) as required by subsection (b)(8) of the Rule. b. perform the following accounting services daily for each Fund: (i) calculate the net asset value per share; (ii) obtain security prices from independent pricing services, or if such quotes are unavailable, obtain such prices in accordance with the Valuation Procedures approved by a Funds Board; (iii) provide exception, stale and halted price reporting to the investment adviser; (iv) verify and reconcile with the Funds records all daily trade activity; (v) compute, as appropriate, each Fund's net income and capital gains, dividend payables, dividend factors, 7-day yields, 7-day effective yields, 30-day yields, weighted average portfolio maturity and such other agreed-upon rates and yields; (vi) review daily the net asset value calculation and dividend factor (if any) for each Fund, check and confirm the net asset values and dividend factors for reasonableness and deviations against agreed-upon benchmarks and tolerance levels: 3 (vii) distribute portfolio information, net asset values and yields to NASDAQ, the Funds transfer agent (the "Transfer Agent"), JPMorgan Funds Management, Inc.(JPMFM) and such other third parties as directed by Customer; (viii) report to JPMFM or its designee, at least weekly, about the daily market pricing of securities in any money market Funds, with the comparison to the amortized cost basis; (ix) determine unrealized appreciation and depreciation on securities held in variable net asset value Funds; (x) record all Corporate Actions affecting securities held by each Fund, including dividends, stock splits and recapitalizations; (xi) amortize premiums and accrete discounts on securities purchased at a price other than face value, if requested by a Customer or JPMFM; (xii) record and reconcile with the Transfer Agent all capital stock activity; (xiii) update Fund accounting system to reflect rate changes on variable interest rate instruments; (xiv) post Fund transactions to appropriate categories; (xv) accrue expenses of each Fund according to instructions received from JPMFM; (xvi) calculate book capital account balances; (xvii) maintain books and records; (xviii) determine the outstanding receivables and payables for all (1) security trades, (2) Fund share transactions and (3) income and expense accounts; (xix) provide accounting reports in connection with Customer's regular annual audit and other audits and examinations by regulatory agencies; and (xx) provide such periodic reports as JPMFM or the Funds shall reasonably request. (xxi) provide the following short
extension portfolio accounting services for Funds which operate a synthetic long/short investment strategy with a prime broker component: · Maintenance of the basket positions on the Banks accounting system · Daily reconciliation with the prime broker for basket trade activity (including valuation & issue resolution) · Asset Servicing (Corporate Actions, etc.) processing on equities held in the basket · Daily pricing of the swap through the Banks Central Pricing Unit · Daily delivery of basket positions into the fund's NAV In connection with the provision of these services, the Bank agrees: (a) to maintain, in a format acceptable to JPMFM and the Funds,
documents in accordance with the applicable provisions of Rule 31a-2 of the 1940
Act and with requirements of other applicable domestic regulators, such as the
IRS, or Applicable Foreign Regulators (as hereinafter defined). the Bank
agrees to make such documents available upon reasonable request for inspection
by officers, employees and auditors of JPMFM or the Funds during the
Bankss normal business hours. For purposes of this subclause
(a), Applicable Foreign Regulator shall mean a foreign regulator designated as
such by a Fund and a foreign regulator actually known to the Bank to have
authority over a Fund or its operations. Promptly after the identification
of a foreign regulator, appropriate representatives ofthe Bank and the Funds
shall meet and determine the requirements to which the foreign regulator would
subject such Fund. If the Bank and the Funds determine, in the exercise of their
reasonable judgment, that complying with such requirements would impose a substantial additional burden on the Bank, the Funds and 4 the Bank agree to negotiate in good faith, taking into account all relevant circumstances, an appropriate change in the fees payable hereunder; (b) that all records maintained and preserved by the Bank pursuant to this Agreement which each Fund is required to maintain and preserve shall be and remain the property of a Fund and shall be surrendered to a Fund promptly upon request in the form in which such records have been maintained and preserved. Upon reasonable request of JPMFM or a Fund, the Bank shall provide, in the form reasonably requested by JPMFM or the Fund, any records included in any such delivery, and the Funds shall reimburse the Bank for its expenses of providing such records in such form; (c) to make reasonable efforts to determine (i) the taxable nature of
any distribution or amount received by or deemed received by, or payable to, a
Fund; (ii) the taxable nature or effect on a Fund or its shareholders of any
corporate actions, class actions, tax reclaims or similar events; and (iii)
taxable amount of any distribution or dividend paid, payable, or deemed paid by
a Fund to its shareholders; subject to the following (w) with respect to
determinations contemplated by this clause (c) that a prudent fund accountant
would reasonably consider to be, and that the the Bank considers to be,
non-routine in nature, the Bank may seek in writing the approval or
authorization of a Fund or a designee of a Fund and shall not be required to act
in respect of any such determination (as to which a written request for approval
or authorization shall have been made) without such approval or authorization;
(x) the Bank need not make any such accrual, unless and until such accrual has
been approved and authorized by a Fund or its designee; (y) a Fund shall, or
shall cause its designee, to provide such approval and authorization, or
approval and authorization of different determinations(s), promptly; and (z)
provided the Bank has made the reasonable efforts described in this clause (c)
and thereafter has acted in accordance with the approvals and authorizations of
a Fund or its designee, the Bank shall have no liability for any such accrual if
it otherwise, in performing its services hereunder, is not in breach of this
Agreement. The Bank shall accrue for these actions appropriately; and (d) to provide such records and assistance, including office space
within the Bank's premises, to the Funds independent accountants in
connection with the services such accountants provide to the Funds, as such
accountants shall reasonably request. The
parties further agree as follows with respect to the provision of services
pursuant to this Schedule B: (a) The Bank may rely on each Fund's then currently effective
Prospectus, and JPMFM or each Fund shall promptly advise the Bank of any
amendments thereto and provide copies of such amendments to the Bank. (b) Both the Bank and JPMFM or its designee shall use reasonable
efforts to identify any changes in domestic and foreign laws and regulations
applicable to the Bank's providing of services under this Schedule B, and each
shall promptly advise the other of any changes it identifies and upon any such
identification the Bank and JPMFM (together with the Funds) shall agree on any
reasonable alteration to the services to be provided to the Bank under this
Schedule B. 5 (c) A Fund or its designee shall (i) furnish promptly to the Bank
(andthe Bank may rely upon) the amounts of, or written formulas or methodologies
to be used by the Bank to calculate the amounts of, Fund liabilities and (ii)
specify the timing for accruals of such liabilities. The Bank shall
request such additional information as it deems reasonably necessary for it to
perform its services under this Schedule B. (d) The Bank shall not be required to include as Fund liabilities and
expenses, nor use in its calculations hereunder, including, without limitation,
as a reduction of net asset value, any accrual for any U.S. federal or state
income taxes, unless and until JPMFM or its designee shall have specified to the
Bank the precise amount of the same to be included in liabilities and expenses
or used to reduce net asset value. The Bank agrees to include as a Fund
liability proper accruals for foreign taxes, unless, after being advised of the
amount and the basis for the accrual, JPMFM by Instructions directs the Bank not
to do so. (e) JPMFM or its designee shall furnish to the Bank, and the Bank may
rely upon, the following types of information (and explanations thereof):
(i) each Funds tax basis in debt obligations acquired by a Fund
before the Bank's becoming fund accountant hereunder, the dates of such
acquisitions, and the amount of premium previously amortized and the discount
previously included in income, (ii) the amounts credited to any capital
accounts, (iii) the amount of any reserves, and (iv) similar information which
is required by the Bank for performing the services and is neither possessed by
the Bank nor available from a third party. (f) The Bank shall not be responsible for, and shall not incur any
loss or liability with respect to: any errors or omissions in information
supplied by a Fund or its designee that the Bank has reviewed and has concluded
to be within reasonable tolerance limits, as agreed between the parties; any
improper use by a Fund, its designees, agents, distributor or investment adviser
of any valuations or computations supplied by the Bank under this Agreement; any
valuations of securities supplied by a Fund or an independent pricing service
approved by such Fund's Board (if applicable), provided that, with respect to
such valuations, the Bank has otherwise complied with this Schedule B, has
reviewed the valuations and has concluded they are within reasonable tolerance
limits agreed to by the parties; any tax determination authorized and approved
by a Fund or its designee that the Bank has reviewed and has concluded is within
reasonable tolerance limits as agreed to by the parties; or any changes in U.S.
law or regulations applicable to the Bank's performance not identified by the
Bank's use of reasonable efforts which are not identified to the Bank by a
Fund. 6 Schedule C Global Custody, Fund
Accounting Services , Global Derivative Services and Money Market Fund
Holding Reports Fee Schedule To the Global Custody and Fund Accounting Agreement (as of September 1, 2009) Global Custody Fees : These
fee schedules are applicable to the JPMorgan Funds Complex (which includes any
1940 Act fund, commingled fund or Section 3c-7 fund which is advised or
sub-advised by an entity which is a wholly-owned subsidiary of JPMorgan Chase
& Co.). Safekeeping and Settlement Charges Global Custody Fee Schedule Market Safekeeping (BPs)* Transaction** (US$) Argentina 25.00 55.00 Australia 2.50 50.00 Austria 5.00 50.00 Bahrain 45.00 100.00 Bangladesh 40.00 100.00 Belgium 4.00 50.00 Bermuda 20.00 75.00 Botswana 45.00 100.00 Brazil 15.00 50.00 Bulgaria 35.00 75.00 Canada 2.00 15.00 Chile 20.00 75.00 China 20.00 50.00 Colombia 40.00 100.00 Costa Rica 40.00 100.00 Croatia 40.00 100.00 Cyprus 40.00 100.00 Czech Republic 25.00 75.00 Denmark 2.50 50.00 Ecuador 40.00 100.00 Egypt 40.00 75.00 Estonia 30.00 75.00 Euro CDs 1.00 15.00 Euroclear 1.25 10.00 Finland 5.00 50.00 France 2.00 30.00 Germany 1.25 27.00 7 Global Custody Fee Schedule Market Safekeeping (BPs)* Transaction** (US$) Ghana 40.00 125.00 Greece 20.00 75.00 Hong Kong 3.50 45.00 Hungary 20.00 75.00 Iceland 20.00 75.00 India 20.00 45.00 Indonesia 10.00 75.00 Ireland 3.00 45.00 Israel 25.00 75.00 Italy 2.00 30.00 Ivory Coast 60.00 100.00 Jamaica 40.00 70.00 Japan 1.50 10.00 Jersey 40.00 100.00 Jordan 40.00 100.00 Kazakhstan 50.00 100.00 Kenya 40.00 100.00 Korea 15.00 35.00 Latvia 20.00 100.00 Lebanon 50.00 100.00 Lithuania 35.00 100.00 Luxembourg 3.00 50.00 Malaysia 8.00 75.00 Malta 40.00 100.00 Mauritius 60.00 100.00 Mexico 6.00 35.00 Morocco 40.00 125.00 Namibia 40.00 125.00 Nepal 60.00 125.00 Netherlands 3.50 30.00 New Zealand 2.00 47.00 Nigeria 60.00 125.00 Norway 2.60 50.00 Oman 35.00 125.00 Pakistan 30.00 150.00 Peru 50.00 100.00 Philippines 7.00 83.00 8 Global Custody Fee Schedule Market Safekeeping (BPs)* Transaction** (US$) Poland 30.00 100.00 Portugal 12.00 83.00 Romania 30.00 100.00 Russia 15.00 80.00 Singapore 4.00 45.00 Slovakia 40.00 100.00 Slovenia 35.00 100.00 South Africa 5.00 40.00 Spain 3.00 40.00 Sri Lanka 20.00 100.00 Swaziland 40.00 125.00 Sweden 3.00 50.00 Switzerland 2.50 40.00 Taiwan 13.00 75.00 Thailand 12.00 40.00 Tunisia 40.00 90.00 Turkey 20.00 75.00 Ukraine 60.00 100.00 United Arab Emirates 45.00 100.00 United Kingdom 0.16 15.00 United States 0.10 4.50 *** Uruguay 50.00 125.00 Venezuela 35.00 100.00 Vietnam 40.00 125.00 Zambia 40.00 125.00 Zimbabwe 40.00 115.00 * Annualized rate paid pro rata each month. ** Cost for the settlement of all primary transactions. *** Highbridge Statistical Market Neutral Fund will be charged US$ 2.50. 9 Additional Primary Transaction Charges Description Rates (US$) Physical Security Receive/Deliver 20.00 Memo Positions (Blue Sheet) 7.50 Futures and Options 7.50 Secondary Transaction Charges Custody and safekeeping related transactions process post security settlement. Trade instructions that require manual input will incur an additional $20.00 surcharge. Description Rates (US$) Income Collections Physical 5.00 Principal & Interest - Book Entry 5.00 Principal & Interest - Physical 5.00 Cash Transaction Charge Non-securities-related cash payments levied for all outward free payments including third party foreign exchange payments. No charge is levied for the receipt of incoming funds. Cash instructions that require manual input will incur an additional surcharge of $20. Description Rates (US$) Foreign Exchange Payments 7.00 Outgoing Wires (Fed, Chips, SWIFT) 7.00 10 Global Proxy Voting Service This service includes the provision of an extensive suite of secure online tools to assist client exercise their corporate governance responsibilities, including in-market support for vote execution, share blocking, beneficial owner re-registration and power of attorney administration where required. Global Proxy Voting Fee Schedule Tier A: US$15 Tier B: US$35 Tier C: US$60 Australia Singapore Argentina Italy Bahrain South Africa Austria Jordan Bangladesh South Korea Belgium Lebanon Bermuda Spain Brazil Malta Canada Sri Lanka Colombia Mauritius China+ Taiwan Croatia Mexico Chile Thailand Cyprus Netherlands Estonia Tunisia Czech Republic Norway+ Euroclear Ukraine Denmark Pakistan Hong Kong United Kingdom Egypt Poland India+ United States Ecuador Portugal Indonesia Vietnam Finland Slovakia Ireland Venezuela France Sweden+ Israel Germany Switzerland Jamaica Greece Turkey Japan Hungary Malaysia Iceland New Zealand Philippines Russia+ + The fee for this country is the fee for the appropriate tier plus out of pocket expenses. 11 Fund Accounting The following schedule shall be employed in the calculation of the annual fees payable for the services provided under this Agreement. For purposes of determining the asset levels at which a Tier applies, assets for that fund type across the entire JPMorgan Funds Complex (which shall be defined to include any 1940 Act fund, commingled funds or Section 3c-7 fund which is advised or sub-advised by an entity which is a wholly-owned subsidiary of JPMorgan Chase & Co.) shall be used. Money Market Funds* Tier One First 5,000,000,000 0.75 bps Tier Two Next $7,500,000,000 0.60 bps Tier Three Next $22,500,000,000 0.30 bps Tier Four Over $35,000,000,000 0.10 bps Fixed Income Funds Tier One First $12,500,000,000 0.90 bps Tier Two Next $7,500,000,000 0.50 bps Tier Three Next $10,000,000,000 0.35 bps Tier Four Over $30,000,000,000 0.20 bps U.S. Equity Funds Tier One First $12,500,000,000 0.85 bps Tier Two Next $7,500,000,000 0.50 bps Tier Three Next $10,000,000,000 0.35 bps Tier Four Over $30,000,000,000 0.25 bps International Funds Tier One First $12,500,000,000 2.00 bps Tier Two Over $12,500,000,000 1.75 bps Emerging Markets Funds Tier One First $12,500,000,000 3.00 bps Tier Two Over $12,500,000,000 2.00 bps 12 Other Fees Minimums** U.S. Equity $20,000 U.S. Fixed Income $20,000 Money Markets $10,000 International $25,000 Emerging Markets $40,000 Highbridge Statistical Market Neutral Fund*** $30,000 Additional Share Classes (except Fund of Funds****) $2,000 Multi-Manager (per manager) $6,000 Fund Mergers (per fund) $1,500 Fund of Funds***** $15,000 Short Extension Portfolio Services****** $70,000 * A cap on Fund Accounting fees for the Money Market Funds will be set a $1 Million per annum. When a Money Market Fund reaches the fee cap, fees on additional share classes will also be waived. ** Fund minimums will apply only for Funds that have commenced operations. Start up funds will be charged at a rate of 50% of the Fund Accounting fees for a period of 6 months after commencement of operations. *** Plus $20 per trade requiring manual entry into the WINS accounting platform **** Fund of Funds will be charged a share class fee of $2,000 per annum after the 3rd share class. ***** This flat fee applies to Fund of Funds investing in JPM funds only. For any long term funds investing only in other Funds as part of the overall investment strategy or for Funds of Funds investing in outside funds, the tiered pricing for Fund Accounting in the appropriate asset class would apply. ****** This fee is applied to each basket position held in the Fund. 13 Global Derivative Services Instrument Coverage / Fees Instruments covered are standard transactions of the types listed in the fee schedule below and outlined in Appendix A of the Service Level Document. Exotic or structured trades are excluded from this fee schedule. Instruments covered by the fee schedule may be expanded by mutual agreement of the parties. Instruments Transaction (STP+) (per Trade) Amendment (STP+) Fees (per Trade) Daily Lifecycle Management Fee US$ (per Position per Day) Collection of Broker Price Fee US$ (per Position per Day) Independent Valuation US$ (per Position per Day) Forward Rate Agreements 40.00 10.00 0.40 1.50 0.25 Interest Rate Swaps (including Caps & Floors) 40.00 10.00 0.40 1.50 0.25 Swaptions 40.00 10.00 0.40 1.50 0.25 Credit Default Swaps Single Name & Index 40.00 10.00 0.40 1.50 Not in Scope Price Locks 40.00 10.00 0.40 1.50 Not in Scope Currency Options 40.00 10.00 0.40 1.50 Not in Scope Bond Options 40.00 10.00 0.40 1.50 Not in Scope Inflation Swaps 40.00 10.00 0.40 1.50 Not in Scope Total Return Swaps 40.00 10.00 0.40 1.50 Not in Scope +Straight Through Processing * Tiered Fees A tiered structure will be applied to the new transaction set up fee for the JPMorgan Funds Complex (which shall be defined to include any 1940 Act fund, commingled funds or Section 3c-7 fund which is advised or sub-advised by an entity which is a wholly-owned subsidiary of JPMorgan Chase & Co.) on the following basis: · US$ 40 : 0 2,000 new transactions per month · US$ 35: 2,001 4,000 new transactions per month · US$ 30: > 4,000 new transactions per month These transaction fees will be applied across all transactions on a pro-rata basis. 14 Notes 1) A one time set-up fee applies to, and will be charged for, all new transactions. 2) Amendment fees will be charged for the following types of transactions including, but are not limited to: trade amends, cancellations, partial/full terminations, amendments, unwinds, terminations, cancellations, novations, restructures, option exercises, notional re-sets, option expiries, maturities or credit events. 3) Independent Valuation fees and daily administration fees will be calculated based on the number of open positions at the end of each business day, aggregated across all funds/accounts. Broker price fees will be calculated based on the number of open positions at month end. 4) New non-STP trades will be charged at twice the rate of STP trades. Likewise, non-STP trade amendments will be charged at twice the rate of STP trade amendments. If Bank causes the trade or amendment not to be STP, then there will not be an extra charge. Money Market Fund Holdings Reports Bank will charge the following fees for providing the services as described in Schedule E. Preparation and provision of the JPMorgan Money Market Fund Holding Report Annual price of $4,000 for each JPMorgan Money Market Fund listed on Schedule E. Out-of-pocket Expenses Recovery of applicable out-of-pocket expenses will be made as of the end of each month. Out-of-pocket expenses include, but are not limited to the following*: n Custody. Registration/transfer fees will be a pass-through when incurred by Bank. Stamp taxes/duties/script fees will be a pass-through when incurred by Bank. Other pass-through fees include: · Account opening fees in the local market(s) · Local administrator, legal counsel and tax consultant fees as required · Local crossing, transaction, registration and/or depository fees · Transportation costs for shipment of physical securities and/or script · Translation services, travel and accommodation expenses, legal fee and personal attendance expenses as required · Information, Pricing, Benchmarking and other Data Licensed Services. These charges include payments to service providers such as IDC, JJ Kenny, Bear Sterns, Xciteck, Reuters, Bloomberg, CCH, Exchange fees, Options Price Reporting Authority, Standard and Poors, Hedgetek, Wall Street Concepts, Easylink - Archives. Archive charges to include storage, transportation, and recalls of archive boxes. - Printing/Copying. These charges include expenses associated with printing copying and fax support. 15 *Additional fee categories may be added in response to future developments, e.g., when new regulations are enacted that result in additional expense to comply with those regulations. 16 Fee Terms and Conditions Bank's fees shall remain in place for a
period of 1 year from September 1, 2009. Bank reserves the right to renegotiate its
fee schedule at any time, should the Customer actual investment portfolio and/or
trading activity differ significantly from the assumptions used to develop our
fee proposal. The fee schedule may also be amended by mutual agreement of
the parties if the Customers service requirements change; each party
agrees to negotiate, diligently and in good faith, to agree upon new fees for
such service requirement changes. Related to Fund Accounting services, bond
broker quotes are currently included in the overall Fund Accounting fees.
Should there be a significant increase in the use of bond broker quotes,
Bank and the Customer agree to revisit this arrangement. Fees for additional service(s) and/or
market(s) added at the request of the Customer while this fee schedule is in
effect will be assessed at Bank's standard price(s); unless an alternative
pricing arrangement is agreed upon in advance by the Customer and Bank. JPMorgan requires invoices to be paid in U.S.
Dollars, unless Bank and the Customer have agreed upon alternative payment
arrangements in advance of remittance. Basis point fee(s), if applicable, will be
calculated at the end of the monthly billing period using asset values derived
by Bank from data provided by its selected pricing sources. In the event
that Bank must rely on the Customer or a portfolio manager or other party(ies)
selected by the Customer to provide valuation(s) for the purpose of calculating
basis point fee(s), Bank must receive such valuations no later than 30 days
after the end of the billing period in a format deemed acceptable by Bank.
In the event that Bank does not receive valuations by the required date,
Bank will render an invoice using the most recent valuation(s) received for the
respective investment(s)/account(s). Bank will present invoices monthly in
arrears, with payment expected via wire transfer, unless an alternative billing
arrangement is negotiated between the Customer and Bank. All annual fees,
including basis point fees, will be pro-rated based on the number of months
included in the billing period. Any customized technology projects required
to meet the Customer specific requirements, such as non-standard reporting
requirements, system interfaces or enhancements, will be billed to the Customer
based on the time and materials required to design, develop, test and deliver
the project, unless an alternative arrangement is negotiated between the
Customer and Bank. 17 TRANSFER AGENCY AGREEMENT Made as of the 1st day of September, 2009 by and between EACH OF THE ENTITIES LISTED ON APPENDIX A HERETO And BOSTON FINANCIAL DATA SERVICES, INC. TABLE OF CONTENTS 1. Documents to be Filed with Appointment 3 2. Certain Representations and Warranties of BOSTON FINANCIAL 4 3. Certain Representations and Warranties of the Trust 4 4. Scope of Appointment 5 5. Limit of Authority 10 6. Compensation and Expenses 10 7. Operation of the TA2000TM System 13 8. Indemnification 15 9. Certain Covenants of BOSTON FINANCIAL and the Trust 19 10. Recapitalization or Readjustment 21 11. Certificates 21 12. Death, Resignation or Removal of Signing Officer 21 13. Future Amendments of Declaration of Trust and Bylaws 22 14. Instructions, Opinion of Counsel and Signatures 22 15. Force Majeure and Disaster Recovery Plans 22 16. Certification of Documents 23 17. Records 24 18. Disposition of Books, Records and Canceled Certificates 24 19. Provisions Relating to BOSTON FINANCIAL as Transfer Agent 24 20. Provisions Relating to Dividend Disbursing Agency 26 21. Assumption of Duties By the Trust or Agents Designated By the Trust 27 22. Termination of Agreement 28 23. Confidentiality and Information Security 30 24. Changes and Modifications 33 25. Assignment and Subcontractors 33 26. Limitations on Liability 34 27. Non-Solicitation 35 28. Miscellaneous 35 Appendix A Exhibit A - Fee Schedule Exhibit A-1 Simple IRA Fee Schedule Exhibit B - Authorized Personnel Schedule 4.H Schedule 4.L Schedule 6.E.(4) Schedule 8.C Schedule 19.K 2 TRANSFER AGENCY AGREEMENT THIS
AGREEMENT made as of the 1st day of September, 2009, by and between each of
the entities listed on Appendix A hereto and each being an entity of the type
set for on Appendix A and organized under the laws of the state as set forth
on such Appendix, each with a principal place of business at 245 Park
Ave., New York, NY 10167 and each of which is acting on its own behalf and on
behalf of each of the portfolios listed under its name in Appendix A (jointly
and severally, such portfolios shall be referred to hereinafter as the "Fund"
or "Funds), but not jointly with any other entities listed on Appendix
A and BOSTON FINANCIAL DATA SERVICES, INC., a corporation existing under the
laws of the Commonwealth of Massachusetts, having its principal place of business
at 2 Heritage Drive, North Quincy, Massachusetts 02171 ("BOSTON FINANCIAL"): WITNESSETH: WHEREAS,
each Trust (as used hereinafter, the term "Trust" shall refer jointly
and severally to the trust entities set forth on Appendix A hereto, and to each
Fund listed in Appendix A, as the context requires) is a Massachusetts or Delaware
business trust or Maryland corporation registered with the Securities and Exchange
Commission as an investment company pursuant to the Investment Company Act of
1940, as amended, which currently consists of the Funds listed under its name
on Appendix A; and WHEREAS,
the Trust desires to appoint BOSTON FINANCIAL as Transfer Agent and Dividend
Disbursing Agent for all common shares of beneficial interest of each Fund of
each Trust and, of shares of common stock of each Fund of each corporation (the
"Shares"), and BOSTON FINANCIAL desires to accept such appointment; NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: 1. DOCUMENTS TO BE FILED WITH APPOINTMENT. In
connection with the appointment of BOSTON FINANCIAL as Transfer Agent and Dividend
Disbursing Agent for the Trust, there have been or will be filed, upon request,
with BOSTON FINANCIAL the following documents: A. A
certified copy of the votes of the Board of Trustees of the Trust appointing
BOSTON FINANCIAL as Transfer Agent and Dividend Disbursing Agent, approving
the form of this Agreement, and designating certain persons to sign Shares certificates
(Certificates), if any, and give written instructions and requests
on behalf of the Trust; B. A
certified copy of the Declaration of Trust or other organizational documents
of the Trust and all amendments thereto; C. A certified copy of the Bylaws of the Trust; 3 D. Copies
of Registration Statements and amendments thereto, filed with the Securities
and Exchange Commission; E. Specimens of all forms of outstanding Certificates; F. Specimens
of the signatures of the officers of the Trust authorized to sign Certificates
and individuals authorized to sign written instructions and requests; 2. CERTAIN
REPRESENTATIONS AND WARRANTIES OF BOSTON FINANCIAL. BOSTON
FINANCIAL represents and warrants to the Trust that: A. It
is a corporation duly organized and existing and in good standing under the
laws of the Commonwealth of Massachusetts B. It
is duly qualified to carry on its business in the Commonwealth of Massachusetts.
C. It
is empowered under applicable laws and by its Articles of Organization and Bylaws
to enter into and perform the services contemplated in this Agreement. D. It
is registered as a transfer agent to the extent required under the Securities
Exchange Act of 1934, as amended, (the "34 Act") and it will remain
so registered for the duration of this Agreement. It will promptly notify the
Trust in the event of any material change in its status as a registered transfer
agent. Should BOSTON FINANCIAL fail to be registered with the appropriate federal
agency as a transfer agent at any time during this Agreement, the Trust may,
on written notice to BOSTON FINANCIAL, immediately terminate this Agreement. E. All
requisite corporate proceedings have been taken to authorize it to enter into
and perform this Agreement. F. It
has and will continue to have and maintain the necessary facilities, equipment
personnel, policies and procedures to effectively perform its duties and obligations
under this Agreement and under the laws applicable to its business and services. G. It
will perform its obligations in compliance with industry standards and the laws
applicable to its business and services. 3. CERTAIN
REPRESENTATIONS AND WARRANTIES OF THE TRUST. The
Trust represents and warrants to BOSTON FINANCIAL that: A. It
is a business trust or corporation duly organized and existing and in good standing
under the laws of the state of its organization as set forth on Appendix A. 4 B. The
Trust and each Fund set forth on Appendix A is an investment company registered
under the Investment Company Act of 940, as amended. C. A
registration statement under the Securities Act of 1933, as amended (the 33
Act) has been filed and will be effective with respect to all Shares offered
for sale, except to the extent that the Trust notifies BOSTON FINANCIAL that
such Trust is not required to be registered under the 33 Act. D. All
requisite steps have been and will continue to be taken to register the Shares
for sale in all applicable states and such registration will be effective at
all times Shares are offered for sale in such state. E. The
Trust is empowered under applicable laws and by its Declaration of Trust (or
other organizational documents if applicable) and Bylaws to enter into and perform
this Agreement. 4. SCOPE OF APPOINTMENT. A. Subject
to the conditions and termination of provisions set forth in this Agreement,
the Trust hereby appoints BOSTON FINANCIAL as Transfer Agent and Dividend Disbursing
Agent for the Shares and for the Shares of future portfolios of the Trust (Appendix
A shall be automatically deemed to be revised to include such future portfolio(s)). B. BOSTON
FINANCIAL hereby accepts such appointment and agrees that it will act as the
Trust's Transfer Agent and Dividend Disbursing Agent. BOSTON FINANCIAL agrees
that it will also act as agent in connection with the Trust's periodic withdrawal
payment accounts and other open accounts or similar plans for shareholders,
if any. C. The
Trust agrees to use its best efforts to deliver to BOSTON FINANCIAL in Quincy,
Massachusetts, as soon as they are available, all of its shareholder account
records for any new Fund of the Trust. D. BOSTON
FINANCIAL, utilizing TA2000TM, a computerized data processing system
for securityholder accounting (the "TA2000TM System") licensed
from BOSTON FINANCIALs affiliate, DST Systems, Inc. (DST),
will perform the following services as transfer and dividend disbursing agent
for the Trust, and as agent of the Trust for shareholder accounts thereof, in
a timely manner: (i)
issuing (including countersigning), transferring and canceling Certificates; (ii)
maintaining all shareholder accounts; (iii)
providing transaction journals; (iv)
preparing shareholder meeting lists for use in connection with the annual or
special meetings of shareholders; (v)
mailing shareholder reports and prospectuses; 5 (vi)
withholding, as required by federal law, taxes on shareholder accounts, disbursing
income dividends and capital gains distributions to shareholders, preparing,
filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and
performing and paying backup withholding as required for all shareholders; (vii)
preparing and mailing confirmation forms to shareholders and dealers, as instructed,
for all purchases and liquidations of shares of the Trust and other transactions
in shareholders' accounts requiring confirmation under applicable law; (viii)
recording reinvestment of dividends and distributions in Shares; (ix)
providing or making available on-line daily and monthly reports as both are
regularly provided by the TA2000TM System and as requested by the
Trust or its management company; (x)
maintaining those records necessary to carry out BOSTON FINANCIAL's duties hereunder,
including all information reasonably required by the Trust to account for all
transactions in the Shares, (xi)
calculating the appropriate sales charge with respect to each purchase of the
Shares as set forth in the prospectus for the Trust, determining the portion
of each sales charge payable to the dealer participating in a sale in accordance
with schedules delivered to BOSTON FINANCIAL by the Trust's principal underwriter
or distributor (hereinafter "principal underwriter") from time to
time, disbursing dealer commissions collected to such dealers, determining the
portion of each sales charge payable to such principal underwriter and disbursing
such commissions to the principal underwriter; (xii)
receiving correspondence pertaining to any former, existing or new shareholder
account, processing such correspondence for proper recordkeeping, and responding
promptly to shareholder correspondence; (xiii)
mailing to dealers confirmations of wire order trades; mailing copies of shareholder
statements to shareholders and dealers in accordance with the Trust's instructions;
(xiv)
processing, generally on the date of receipt, purchases or redemptions or instructions
to settle any mail or wire order purchases or redemptions received in proper
order as set forth in the prospectus, rejecting promptly any requests not received
in proper order (as defined by the Trust, the Trust's agents or prospectus,
or the Procedures, as hereinafter defined), and causing exchanges of shares
to be executed in accordance with the Trust's instructions and prospectus, the
Procedures and the general exchange privilege applicable; (xv)
monitoring "as of's" and advising broker-dealers of the necessity
to reimburse the Trust when the as of loss from a transaction exceeds the thresholds
established by the Trust; (xvi)
accepting any information, records, documents, data, certificates, transaction
requests by machine readable input, facsimile, CRT data entry and electronic
instructions, including e-mail communications, which have been prepared, maintained
or provided by the Trust or any other person or firm on behalf of the Trust
or from broker-dealers of record or third-party administrators on behalf of
individual shareholders. With respect to transaction requests received
in the 6 foregoing
manner, BOSTON FINANCIAL shall not be responsible for determining that the original
source documentation is in good order, which includes not being responsible
for compliance with Rule 22c-1 under the 1940 Act, and it will be the responsibility
of the Trust to require its broker-dealers or third party administrators to
retain such documentation. E-mail exchanges on routine matters may be
made directly with the Trusts contact at BOSTON FINANCIAL. BOSTON
FINANCIAL will not act on any e-mail communications coming to it directly from
shareholders requesting transactions, including, but not limited to, monetary
transactions, change of ownership, or beneficiary changes; and (xvii) accepting and effectuating the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the NSCC on behalf of NSCCs participants, including the Trust), in accordance with, instructions transmitted to and received by BOSTON FINANCIAL by transmission from NSCC on behalf of authorized broker-dealers on the Trust dealer file maintained by BOSTON FINANCIAL; issuing instructions to the Trusts banks for the settlement of transactions between the Trust and NSCC
(acting on behalf of its broker-dealer and bank participants); provide account and transaction information from the Trusts records on TA2000 System in accordance with NSCCs Networking and Fund/SERV rules for those broker-dealers; and maintain shareholder accounts on TA2000 through
Networking. E. When
requested by the Trust and when BOSTON FINANCIAL deems it reasonably feasible,
BOSTON FINANCIAL shall use reasonable efforts to provide the services set forth
in Section 4.D. through means other than BOSTON FINANCIAL's usual methods and
procedures, including but not limited to, performing services requiring more
manual intervention by BOSTON FINANCIAL, the manual entry of data, the modification
or amendment of reports, or where information is provided to BOSTON FINANCIAL
after the commencement of the nightly processing cycle of the TA2000 System.
Such provision of services shall be deemed Exception Services,
as outlined in Schedule 6.E.(4) to this Agreement. F. BOSTON
FINANCIAL shall use reasonable efforts to provide, reasonably promptly under
the circumstances, the same services with respect to any new, additional functions
or features or any changes or improvements to existing functions or features
as provided for in the Trust's instructions, prospectus or application as amended
from time to time, for the Trust; provided (i) BOSTON FINANCIAL is advised in
advance by the Trust of any changes therein and (ii) the TA2000TM
System and the mode of operations utilized by BOSTON FINANCIAL, as then constituted,
supports such additional functions and features. If any addition to, improvement
of or change in the features and functions currently provided by the TA2000TM
System or the operations as requested by the Trust requires an enhancement or
modification to the TA2000TM System
or to operations as presently conducted by BOSTON FINANCIAL, BOSTON FINANCIAL
shall not be liable therefor until such modification or enhancement is installed
on the 7 TA2000TM
System or new mode of operation is instituted. BOSTON FINANCIAL shall
endeavor to add such modifications or enhancements as soon as is reasonably
possible. If any new change or improvement to existing services or modes
of operation requested by the Trust (and which is not a change, enhancement
or modification to the TA2000 System covered by Section 24 of this Agreement)
measurably increases BOSTON FINANCIAL's cost of performing the services required
hereunder at the current level of service, BOSTON FINANCIAL shall advise the
Trust of the amount of such increase and if the Trust elects to utilize such
change or improvement, BOSTON FINANCIAL shall be entitled to increase its fees
by an amount to be mutually agreed upon by the Trust and BOSTON FINANCIAL. In
no event shall BOSTON FINANCIAL be responsible for or liable to provide any
additional function, feature, improvement or change in method of operation requested
by the Trust until BOSTON FINANCIAL has consented thereto in writing, and such
consent shall not be unreasonably withheld. G. The
Trust shall have the right to add all new Funds of the Trust to the TA2000TM
System, provided that the Trust provides BOSTON FINANCIAL with at least thirty
(30) days' prior written notice and provided, further, that the requirements
of the new series are generally consistent with services then being provided
by BOSTON FINANCIAL under this Agreement. Rates or charges for additional Funds
shall be as set forth in Exhibit A, as hereinafter defined, for the remainder
of the contract term except as such Fund uses functions, features or characteristics
for which BOSTON FINANCIAL has imposed an additional charge as part of its standard
pricing schedule. In the latter event, rates and charges shall be mutually agreed
upon by the Trust and BOSTON FINANCIAL. H. BOSTON
FINANCIAL shall maintain a quality control process designed to provide a consistent
level of quality and timeliness for its transaction processing. BOSTON
FINANCIALs performance of the services under this Agreement will be measured
against service level standards (SLAs), which have been established
in good faith by mutual written agreement of the parties and which are made
a part of this Agreement as Schedule 4.H. BOSTON FINANCIAL shall provide
to the Trust, a monthly report with respect to BOSTON FINANCIALs processing
against the SLAs. In order that BOSTON FINANCIAL may reasonably estimate
the staffing needed to maintain the SLAs, the Trust agrees to use its best efforts
to communicate to BOSTON FINANCIAL all sales and volume projections prior to
the beginning of each quarter and to provide the BOSTON FINANCIAL with advance
notice of any product development, sales or marketing campaigns that the Trust
determines may materially impact the volume of transactions in the Funds. The
parties agree to work together to resolve any performance issues in good faith.
The parties annually shall review and discuss the SLAs and shall make
such changes therein as to which they mutually agree. The parties agree
that the SLAs shall not apply to, and shall not be calculated for, any particular
day when: (i) the TA2000™ System or any computer hardware or software,
which is substantially required for the performance of the services, is unavailable
for more than sixty (60) minutes, provided that such unavailability is beyond
BOSTON FINANCIALs reasonable control and BOSTON FINANCIAL notifies the
Trust promptly of such unavailability; (ii) there is a failure or unavailability
of communication lines outside of 8 BOSTON
FINANCIALs facilities; (iii) there is a disaster that requires BOSTON
FINANCIAL to process at its disaster recovery site, provided such disaster was
not caused by BOSTON FINANCIALs negligence or willful misconduct, or when
BOSTON FINANCIALs transaction processing is impeded by an event described
in Section 15 hereof; or (iv) the failure to perform is caused by third
parties (including the Trust) whose actions are beyond BOSTON FINANCIALs
reasonable control. I. The
parties agree that to the extent that BOSTON FINANCIAL provides any services
under this Agreement that relate to compliance by the Trust with the Internal
Revenue Code of 1986, as amended (Code) or any other tax law, including
without limitation, withholding, as required by federal law, taxes on shareholder
accounts, preparing, filing and mailing U.S. Treasury Department Forms 1099,
1042, and 1042S, and performing and paying backup withholding as required for
shareholders, BOSTON FINANCIAL will not exercise any discretion and will provide
only ministerial, mechanical, printing, reproducing, and other similar assistance
to the Trust. In particular, BOSTON FINANCIAL will not exercise any discretion
in determining generally the actions that are required in connection with such
compliance or when such compliance has been achieved. Except to the extent
of making mathematical calculations or completing forms, in each case based
on the Trusts instructions, BOSTON FINANCIAL will not exercise any discretion
in (1) determining generally: (a) the amounts of taxes that should be withheld
on shareholder accounts; and (b) the amounts that should be reported in or on
any specific box or line of any tax form; (2) classifying the status of shareholders
and shareholder accounts under applicable tax law; and (3) paying withholding
and other taxes. J. The
Trust shall identify to BOSTON FINANCIAL in writing the states and countries
where the Shares of the Trust are registered or exempt, and the number of Shares
registered for sale with respect to each state or country, as applicable. BOSTON
FINANCIAL shall establish the foregoing parameters on the system for the Trusts
designated Blue Sky vendor. The Trust or its administrator shall verify
that such parameters have been correctly established for each state or country
on the system prior to activation and thereafter shall be responsible for monitoring
the daily activity for each state or country. The responsibility of BOSTON
FINANCIAL for the Trusts blue sky registration status is solely limited
to the initial establishment of the parameters provided by the Trust or the
administrator for the vendors system and the daily transmission of a file
to such vendor in order that the vendor may provide reports to the Trust or
the administrator for monitoring. K. If
requested by the Trust (and as mutually agreed upon by the parties as to any
reasonable reimbursable expenses), provide any additional related services (i.e.,
pertaining to escheatments, abandoned property, garnishment orders, bankruptcy
and divorce proceedings, Internal Revenue Service or state tax authority tax
levies and summonses and all matters relating to the foregoing). L. With
respect to the Savings Incentive Match Plan for Employee Individual Retirement
Accounts ("SIMPLE IRAs") offered by the Trust in connection with the
Shares, 9 BOSTON
FINANCIAL, utilizing the DST TRAC System ("TRAC") will perform services
in connection with SIMPLE IRAs as set forth in Schedule 4L, attached hereto.
In addition, the fees and expenses for such SIMPLE IRA services are set
forth in Exhibit A-1, SIMPLE IRA Fees and Expenses. 5. LIMIT
OF AUTHORITY. Unless
otherwise expressly limited by the resolution of appointment or by subsequent
action by the Trust, the appointment of BOSTON FINANCIAL as Transfer Agent will
be construed to cover the full amount of authorized Shares of the class or classes
for which BOSTON FINANCIAL is appointed as the same will, from time to time,
be constituted, and any subsequent increases in such authorized amount. In
case of such increase the Trust will file with BOSTON FINANCIAL: A. If
the appointment of BOSTON FINANCIAL was theretofore expressly limited, a certified
copy of a resolution of the Board of Trustees of the Trust increasing the authority
of BOSTON FINANCIAL; B. A
certified copy of the amendment to the Declaration of Trust of the Trust authorizing
the increase of stock; and C. A
certified copy of the order or consent of each governmental or regulatory authority
required by law to consent to the issuance of the increased stock, or an opinion
of counsel that the order or consent of no other governmental or regulatory
authority is required; 6. COMPENSATION
AND EXPENSES. A. In
consideration for its services hereunder as Transfer Agent and Dividend Disbursing
Agent, the Trust will pay to BOSTON FINANCIAL, from time to time, a reasonable
compensation for all services rendered as Agent and, also, all BOSTON FINANCIAL's
reasonable billable out-of-pocket expenses or disbursements ("Compensation
and Expenses") incurred in connection with the agency. "Expenses"
are more fully described in Section 6.B. of this Agreement. Such Compensation
and Expenses are set forth in a separate schedule previously agreed to by the
Trust and BOSTON FINANCIAL, a copy of which is attached hereto as Exhibit A.
If the Trust has not paid such Compensation and Expenses to BOSTON FINANCIAL
within a reasonable time, BOSTON FINANCIAL may charge against any monies held
under this Agreement, the amount of any Compensation and Expenses for which
it shall be entitled to reimbursement under this Agreement. B. The
Trust also agrees promptly to reimburse BOSTON FINANCIAL for all reasonable
billable out-of-pocket expenses or disbursements incurred by BOSTON FINANCIAL
in connection with the performance of services under this Agreement 10 including,
but not limited to: expenses for postage; express delivery services; freight
charges; envelopes, checks, drafts, forms (continuous or otherwise); specially
requested reports and statements; telephone calls; telegraphs; stationery supplies;
counsel fees incurred in connection with the review of the legal sufficiency
of documentation provided by a shareholder or otherwise as to the advisability
of complying with the request or instruction of a shareholder or person purporting
to act on behalf of a shareholder (provided that BOSTON FINANCIAL provides the
Trust with reasonable advance notice of any such request and permits the Trust
to elect to undertake its own review of the legal sufficiency of such documentation
or as to the advisability of complying with such request or instruction); outside
printing and mailing firms (including DST Output, Inc. and its affiliates ("DST
Output"); magnetic tapes, reels or cartridges (if sent to the Trust or
to a third party at the Trust's request) and magnetic tape handling charges;
off-site record storage and media for storage of records (e.g., microfilm, microfiche,
optical platters, computer tapes); computer equipment installed at the Trust's
request at the Trust's or a third party's premises; telecommunications equipment
and telephone/telecommunication lines between the Trust and its agents, on one
hand, and BOSTON FINANCIAL on the other; proxy soliciting, processing and/or
tabulating costs; transmission of statement data for remote printing or processing
other than by DST Output; and National Securities Clearing Corporation ("NSCC")
transaction fees to the extent any of the foregoing are paid or incurred by
BOSTON FINANCIAL. The Trust agrees to pay postage expenses at least one day
in advance if so requested. In addition, any other expenses incurred by BOSTON
FINANCIAL at the request or with the consent of the Trust will be promptly reimbursed
by the Trust. C. Amounts
due hereunder shall be due and paid on or before the sixtieth (60th) calendar
day after receipt of the invoice therefor by the Trust (the "Due Date").
The Trust is aware that its failure to pay all amounts in a timely fashion so
that they will be received by BOSTON FINANCIAL on or before the Due Date will
give rise to costs to BOSTON FINANCIAL not contemplated by this Agreement, including
but not limited to carrying, processing and accounting charges. Accordingly,
subject to Section 6.D. hereof, in the event that during any twelve (12) month
period the Trust pays any four (4) or more of its invoices after their respective
Due Dates, then BOSTON FINANCIAL may charge and the Trust shall pay a late charge
for any future invoices paid after the applicable Due Date and such late charge
shall be equal to the lesser of the maximum amount permitted by applicable law
or the London Interbank Overnight Rate times the amount overdue, times the number
of days from the Due Date up to and including the day on which payment is received
by BOSTON FINANCIAL. The parties hereby agree that such late charge represents
a fair and reasonable computation of the costs incurred by reason of late payment
or payment of amounts not properly due. Acceptance of such late charge shall
in no event constitute a waiver of the Trust's or BOSTON FINANCIAL's default
or prevent the non-defaulting party from exercising any other rights and remedies
available to it. 11 D. In
the event that any charges are disputed, the Trust shall, on or before the Due
Date, pay all undisputed amounts due hereunder and notify BOSTON FINANCIAL in
writing of any disputed charges for billable expenses that it is disputing in
good faith. Payment for such disputed charges shall be due on or before the
close of the fifth (5th) business day after the day on which BOSTON FINANCIAL
provides to the Trust documentation which an objective observer would agree
reasonably supports the disputed charges (the "Revised Due Date").
Late charges shall not begin to accrue as to charges disputed in good faith
until the first business day after the Revised Due Date. E. The
fees and charges set forth on Exhibit A shall increase or may be increased as
follows: (1) On
the first day of each anniversary of this Agreement, subject to Note D of Exhibit
A; (2) BOSTON
FINANCIAL may increase the fees and charges set forth on Exhibit A upon at least
ninety (90) days prior written notice, if changes in existing laws, rules or
regulations: (i) require substantial system modifications or (ii) materially
increase BOSTON FINANCIAL's cost of performance hereunder; (3) BOSTON
FINANCIAL may charge for additional features of TA2000 used by the Trust which
features are not consistent with the Trust's current processing requirements;
and (4) In
the event BOSTON FINANCIAL, at the Trust's request or direction, performs Exception
Services, BOSTON FINANCIAL shall be entitled to increase the fees and charges
for such Exception Services from those set forth on Exhibit A to the extent
such Exception Services increase BOSTON FINANCIAL's cost of performance. This
provision shall not apply to the Exception Services, if any, being provided
as of the date of this Agreement, which the parties shall mutually agree upon
and set forth on Schedule 6.E.(4) to this Agreement. If
BOSTON FINANCIAL notifies the Trust of an increase in fees or charges pursuant
to subparagraph (2) of this Section 6.E., the parties shall confer, diligently
and in good faith and agree upon a new fee to cover the amount necessary, but
not more than such amount, to reimburse BOSTON FINANCIAL for the Trust's aliquot
portion of the cost of developing the new software to comply with regulatory
charges and for the increased cost of operation. If
BOSTON FINANCIAL notifies the Trust of an increase in fees or charges under
subparagraphs (3) or (4) of this Section 6.E., the parties shall confer, diligently
and in good faith, and agree upon new fees. 12 7. OPERATION
OF THE TA2000™ SYSTEM. In connection
with the performance of its services under this Agreement, BOSTON FINANCIAL
is responsible for such items as: A. That
entries in BOSTON FINANCIAL's records, and in the Trust's records on the TA2000™
System created by BOSTON FINANCIAL and BOSTON FINANCIAL's affiliates, accurately
reflect the orders, instructions, and other information received by BOSTON FINANCIAL
and such affiliates from the Trust, the Trust's distributor, manager or principal
underwriter, or any successor of any of the foregoing (all hereinafter referred
to as "JPM") and its affiliates, entities from whom JPM or the Trust
have directed BOSTON FINANCIAL to accept orders, instructions or other information,
the Trust's investment adviser, banks or other entities which BOSTON FINANCIAL
has been advised by the Trust or JPM are affiliated with or a correspondent
of JPM, or the Trust's administrator (each of the foregoing being an "Authorized
Person"), broker-dealers or shareholders (existing or new). BOSTON FINANCIAL
has currently been instructed, by way of example and not limitation, to accept
telephone instructions from any person reasonably believed by BOSTON FINANCIAL
to be a representative of an Authorized Person, to accept third party checks
initiated by or received from or through a broker/dealer or a JPM-customer relationship,
to accept transactions and documentation by fax in accordance with the guidelines
established by an Authorized Person, to allow corporations, partnerships, trusts
and other accounts not registered in the name of a single individual and individually
owned accounts to have telephone or "VOICE" transaction processing
privileges (the "Privileges"), to establish Privileges on all accounts
unless the establishing shareholder explicitly directs that telephone exchanges
and redemptions not be permitted and to accept and to effectuate transmissions
and trades entered on a remote basis by JPM and banks affiliated with JPM (without
verification of the contents of such transmissions and trades); B. That
shareholder lists, shareholder account verifications, confirmations and other
shareholder account information to be produced from its records or data be available
and accurately reflect the data in the Trust's records on the TA2000TM
System; C. The
accurate and timely issuance of dividend and distribution checks in accordance
with instructions received from the Trust and the data in the Trust's records
on the TA2000TM System; D. That
redemption transactions and payments be effected timely, to be processed under
normal circumstances on the day of receipt, and accurately in accordance with
redemption instructions received by BOSTON FINANCIAL from Authorized Persons,
broker-dealers or shareholders and the data in the Trust's records on the TA2000TM
System; 13 E. The
deposit daily in the Trust's appropriate special bank account of all checks
and payments received by BOSTON FINANCIAL from NSCC, broker-dealers or shareholders
for investment in shares. In the event of an overdraft with respect to
the account that is caused by BOSTON FINANCIALs error in misdirecting
or failing to make a deposit (and not as a result of check or payment that fails),
then BOSTON FINANCIAL agrees to reimburse the Trust for (i) the service charge,
if any charged by the bank, up to $500 per occurrence; and (ii) the overnight
federal funds rate for the deposit misdirected by BOSTON FINANCIAL. BOSTON
FINANCIALs liability with respect to such overdraft shall be limited to
the foregoing, except as may otherwise be mutually agreed, from time to time,
by the parties. F. Notwithstanding
anything herein to the contrary, with respect to "as of" adjustments,
BOSTON FINANCIAL will not assume one hundred percent (100%) responsibility for
losses resulting from "as of's" due to clerical errors or misinterpretations
of shareholder instructions, but BOSTON FINANCIAL will discuss with the Fund
BOSTON FINANCIAL's accepting liability for an "as of" on a case-by-case
basis and will accept financial responsibility for a particular situation resulting
in a financial loss to the Fund where such loss is "material", as
hereinafter defined, and, under the particular facts at issue, BOSTON FINANCIAL's
conduct was culpable and BOSTON FINANCIAL's conduct is the sole cause of the
loss. A loss is "material" for purposes of this Section 7.F.
when it results in a pricing error on a particular transaction which is (i)
greater than a negligible amount per shareholder, (ii) equals or exceeds one
($.01) full cent per share times the number of shares outstanding or (iii) equals
or exceeds the product of one-half of one percent (1/2%) times the Fund's Net
Asset Value per share times the number of shares outstanding (or, in case of
(ii) or (iii), such other amounts as may be adopted by applicable accounting
or regulatory authorities from time to time). If the net effect of the
as of transactions that are determined to be caused by BOSTON FINANCIAL
is negative and exceeds the above limit, then BOSTON FINANCIAL shall promptly
contact the Trust and the Fund accountants. BOSTON FINANCIAL will work
with the Trust and the Fund accountants to determine what, if any, impact the
threshold break has on the Funds Net Asset Value and what, if any, further
action is required. These further actions may include but are not limited
to, the Fund re-pricing the affected day(s), BOSTON FINANCIAL re-processing,
at its expense, all affected transactions in the Fund that took place during
the period or a payment to the Fund. The Fund agrees to work in good faith
with BOSTON FINANCIAL and wherever possible, absent a regulatory prohibition
or other mutually agreed upon reason, the Fund agrees to re-price the affected
day(s) and to allow BOSTON FINANCIAL to re-process the affected transactions.
When such re-pricing and re-processing is not possible, and when BOSTON
FINANCIAL must contribute to the settlement of a loss, BOSTON FINANCIAL's responsibility
will commence with that portion of the loss over $0.0049 per share calculated
on the basis of the total value of all shares owned by the affected portfolio
(i.e., on the basis of the value of the shares of the total portfolio, including
all classes of that portfolio, not just those of the affected class) and BOSTON
FINANCIAL will make such account adjustments and take such other action as is
necessary to compensate shareholders for shareholder losses and reimburse the
Fund for the amount of Fund losses in accordance with the foregoing 14 standards.
If BOSTON FINANCIAL contributes to the settlement of a loss, the amount
paid by BOSTON FINANCIAL shall be deducted from the amount of any accumulated
losses calculated in the fiscal year monitoring process described below. BOSTON
FINANCIAL will monitor all portfolios across share classes to determine the
accumulated gain or loss effect of as-of trades caused solely by
the transfer agent. At the fiscal year end of each portfolio, if the portfolio
has an accumulated loss across share classes that is attributed to the transfer
agent, then BOSTON FINANCIAL shall pay to the Fund the amount of such loss in
excess of $.0049 per share calculated on the basis of the total value of all
shares owned by the affected portfolio (i.e., on the basis of the value of the
shares of the total portfolio, including all classes of that portfolio, not
just those of the affected class). If at the end of the fiscal year, a
portfolio has accumulated a gain across share classes, that gain will remain
with the Fund. G. The
requiring of proper forms of instructions, signatures and signature guarantees
and any necessary documents supporting the opening of shareholder accounts,
transfers, redemptions and other shareholder account transactions, all in conformance
with BOSTON FINANCIAL's present procedures as set forth in its Legal Manual
(collectively the "Procedures") with such changes or deviations therefrom
as may be from time to time required or approved by the Trust, its investment
adviser or principal underwriter, or its or BOSTON FINANCIAL's counsel and the
rejection of orders or instructions not in good order in accordance with the
applicable prospectus or the Procedures; and H. The
maintenance of a current, duplicate set of the Trust's essential records at
a secure separate location, in a form available and usable forthwith in the
event of any breakdown or disaster disrupting its main operation. 8. INDEMNIFICATION. A. BOSTON
FINANCIAL shall at all times use reasonable care, due diligence and act in good
faith in performing its duties under this Agreement and agrees to use its best
efforts within reasonable limits to insure the accuracy of all services performed
under this Agreement. BOSTON FINANCIAL shall provide its services hereunder
in accordance with the '34 Act, and other laws, rules and regulations of governmental
authorities having jurisdiction over BOSTON FINANCIAL. In the absence of bad
faith, willful misconduct, knowing or reckless violations of applicable law
pertaining to the manner in which transfer agency services are to be performed
by BOSTON FINANCIAL (excluding any violations arising directly or indirectly
out of the actions or omissions to act of third parties unaffiliated with BOSTON
FINANCIAL), reckless disregard of the performance of its duties, or negligence
on its part, BOSTON FINANCIAL shall not be liable for any action taken, suffered,
or omitted by it or for any error of judgment made by it in the performance
of its duties under this Agreement. For those activities or actions delineated
in the Procedures, BOSTON FINANCIAL shall be presumed to have used reasonable
care, due diligence and acted in good faith if it has materially complied with
the Procedures, copies of which have 15 been
provided to the Trust and reviewed and approved by the Trust's counsel, as amended
from time to time with approval of Trusts counsel, or for any deviation
therefrom approved by the Trust or BOSTON FINANCIAL counsel. B. BOSTON
FINANCIAL shall not be responsible for, and the Trust shall indemnify and hold
BOSTON FINANCIAL harmless from and against, any and all losses, damages, reasonable
costs, reasonable charges, reasonable counsel fees, payments, reasonable expenses
and liability (the "Adverse Consequences") which may be asserted against
BOSTON FINANCIAL or for which BOSTON FINANCIAL may be held to be liable, arising
out of or attributable to: (1)
All actions of BOSTON FINANCIAL required to be taken by BOSTON FINANCIAL
pursuant to this Agreement, provided that BOSTON FINANCIAL has acted in good
faith and with due diligence and reasonable care and according to any instructions
provided it by any authorized person; (2)
The Trust's refusal or failure to comply with the terms of this Agreement,
the Trust's negligence or willful misconduct, or the breach of any representation
or warranty of the Trust hereunder; (3)
The good faith reliance on, or the carrying out of, any written or oral
instructions or requests of persons designated by the Trust in writing
(see Exhibit B) from time to time as authorized to give instructions on its
behalf or representatives of an Authorized Person or BOSTON FINANCIAL's good
faith reliance on, or use of, information, data, records and documents received
from, or which have been prepared and/or maintained by the Trust, its
investment advisor, its sponsor or its principal underwriter. This shall
include (i) any information, records, documents, data, stock certificates or
services, which are received by BOSTON FINANCIAL or its agents or subcontractors
by machine readable input, facsimile, CRT data entry, electronic instructions,
or other similar means authorized by the Trust, and which have been prepared,
maintained or performed by the Trust or any other person or firm on behalf of
the Trust including but not limited to any broker-dealer or previous transfer
agent. (4)
Defaults by dealers or shareowners with respect to payment for share orders
previously entered; (5)
The offer or sale of Shares in violation of any requirement under federal
securities laws or regulations or the securities laws or regulations of any
state or in violation of any stop order or other determination or ruling by
any federal agency or state with respect to the offer or sale of such shares
in such state (unless such violation results from BOSTON FINANCIAL's failure
to comply with written instructions of the Trust or of any officer of the Trust
that no offers or sales be input into the Trust's securityholder records in
or to residents of such state); (6)
Any error or mistake of the Trust, any Authorized Person, and any agent
designated by the Trust in the use of the TA2000TM
System, the data center, computer 16 and
related equipment used to access the TA2000TM
System (the "DST Facilities"), and control procedures relating thereto
in the verification of output and in the remote input of data; (7)
Errors, inaccuracies, and omissions in, or errors, inaccuracies or omissions
of BOSTON FINANCIAL solely arising out of or resulting from such errors, inaccuracies
and omissions in, the Trust's records, shareholder and other records, delivered
to BOSTON FINANCIAL hereunder by the Trust or its prior agent(s); (8)
Actions or omissions to act by the Trust or agents designated by the Trust
with respect to duties assumed thereby as provided for in Section 21 hereof;
(9) BOSTON FINANCIAL's performance of Exception Services except where BOSTON FINANCIAL acted or omitted to act in bad faith, with reckless disregard of its obligations or with negligence; and (10)
The negotiation and processing of any checks, wires and ACH transmissions
including without limitation for deposit into, or credit to, the Funds
demand deposit accounts maintained by BOSTON FINANCIAL, subject to the provisions
of Section 7.E. C. Except
where BOSTON FINANCIAL is entitled to indemnification under Section 8.B. hereof
and with respect to "as of's" set forth in Section 7.F., BOSTON FINANCIAL
shall indemnify and hold the Trust harmless from and against any and all Adverse
Consequences arising out of BOSTON FINANCIAL's failure to comply with the terms
of this Agreement or arising out of or attributable to BOSTON FINANCIAL's negligence,
willful misconduct or reckless disregard of its obligations under this Agreement
or BOSTON FINANCIAL's breach of any of its representations or warranties under
this Agreement. In the event that any claim is asserted against BOSTON
FINANCIAL under this Agreement for any reason other than BOSTON FINANCIAL's
bad faith or willful misconduct, BOSTON FINANCIALS aggregate liability
during any term of this Agreement with respect to, arising from or arising in
connection with this Agreement, or from all services provided or omitted to
be provided under this Agreement, whether in contract, or in tort, or otherwise,
shall be limited and shall be determined as set forth on Schedule 8.C. attached
hereto. D. IN
NO EVENT AND UNDER NO CIRCUMSTANCES SHALL EITHER PARTY TO THIS AGREEMENT BE
LIABLE TO ANYONE, INCLUDING, WITHOUT LIMITATION TO THE OTHER PARTY, FOR CONSEQUENTIAL
DAMAGES FOR ANY ACT OR FAILURE TO ACT UNDER ANY PROVISION OF THIS AGREEMENT
EVEN IF ADVISED OF THE POSSIBILITY THEREOF. E. Promptly
after receipt by an indemnified person of notice of the commencement of any
action, such indemnified person will, if a claim in respect thereto is to be
made against an indemnifying party hereunder, notify the indemnifying party
in writing of the commencement thereof; but the failure so to notify the indemnifying
Party will not 17 relieve
an indemnifying party from any liability that it may have to any indemnified
person for contribution or otherwise under the indemnity agreement contained
herein except to the extent it is prejudiced as a proximate result of such failure
to timely notify. In case any such action is brought against any indemnified
person and such indemnified person seeks or intends to seek indemnity from an
indemnifying party, the indemnifying party will be entitled to participate in,
and, to the extent that it may wish, assume the defense thereof (in its own
name or in the name and on behalf of any indemnified party or both with counsel
reasonably satisfactory to such indemnified person); provided, however, if the
defendants in any such action include both the indemnified person and an indemnifying
party and the indemnified person shall have reasonably concluded that there
may be a conflict between the positions of the indemnified person and an indemnifying
party in conducting the defense of any such action or that there may be legal
defenses available to it and/or other indemnified persons which are inconsistent
with those available to an indemnifying party, the indemnified person or indemnified
persons shall have the right to select one separate counsel (in addition to
local counsel) to assume such legal defense and to otherwise participate in
the defense of such action on behalf of such indemnified person or indemnified
persons at such indemnified party's sole expense. Upon receipt of notice from
an indemnifying party to such indemnified person of its election so to assume
the defense of such action and approval by the indemnified person of counsel,
which approval shall not be unreasonably withheld (and any disapproval shall
be accompanied by a written statement of the reasons therefor), the indemnifying
party will not be liable to such indemnified person hereunder for any legal
or other expenses subsequently incurred by such indemnified person in connection
with the defense thereof. An indemnifying party will not settle or compromise
or consent to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified persons are actual or
potential parties to such claim, action, suit or proceeding) unless such settlement,
compromise or consent includes an unconditional release of each indemnified
person from all liability arising out of such claim, action, suit or proceeding.
An indemnified party will not, without the prior written consent of the indemnifying
party, settle or compromise or consent to the entry of any judgment with respect
to any pending or threatened claim, action, suit or proceeding in respect of
which indemnification or contribution may be sought hereunder. If it does so,
it waives its right to indemnification therefor. F. In
any case an indemnifying person may be asked to indemnify or hold an indemnified
person harmless, the indemnified person shall use reasonable care to (i) fully
and promptly advise the indemnifying person of all pertinent facts concerning
the situation in question, and (ii) timely advise the indemnifying person of
any matter as to which the indemnified person is aware that a claim which may
give rise to Adverse Consequences has been asserted or is being threatened and
appears reasonably likely to be asserted. 18 9. CERTAIN COVENANTS
OF BOSTON FINANCIAL AND THE TRUST. A. All
requisite steps will be taken by the Trust from time to time when and as necessary
to register the Shares for sale in all states in which the Shares shall at the
time be offered for sale and require registration. If at any time the Trust
receives notice of any stop order or other proceeding in any such state affecting
such registration or the sale of the Shares, or of any stop order or other proceeding
under the federal securities laws affecting the sale of the Shares, the Trust
will give prompt notice thereof to BOSTON FINANCIAL. B. BOSTON
FINANCIAL hereby agrees to perform such transfer agency functions as are set
forth in Section 4.D. above, to establish and to maintain facilities and procedures
reasonably acceptable to the Trust for safekeeping of Certificates, check forms,
and facsimile signature imprinting devices, if any, and for the preparation
or use, and the keeping account of, such Certificates, forms and devices, and
to carry such insurance as BOSTON FINANCIAL considers adequate and reasonably
available, such consideration to be consistent with standards of commercial
reasonableness. C. To
the extent required by Section 31 of the Investment Company Act of 1940, as
amended, and Rules thereunder, BOSTON FINANCIAL agrees that all records maintained
by BOSTON FINANCIAL relating to the services to be performed by BOSTON FINANCIAL
under this Agreement are the property of the Trust and will be preserved and
will be surrendered promptly to the Trust on request. D. BOSTON
FINANCIAL agrees to furnish the Trust, on a semi-annual basis, at no cost to
the Trust, a report in accordance with Statements on Auditing Standards No.
70 (the "SAS 70 Report") as well as such other publicly available
financial information about itself or its affiliates and any reports and information
relating to BOSTON FINANCIALs policies and procedures and its compliance
with such policies and procedures and with the laws applicable to its business
and services as the Trust may reasonably request. BOSTON FINANCIAL further agrees
that upon request by the Trust, not more than once each year, it will review
with the Trust such information as is necessary to demonstrate BOSTON FINANCIALs
current financial status. As a continuing obligation of BOSTON FINANCIAL
throughout the term of this Agreement, BOSTON FINANCIAL agrees to notify the
Trust (unless legally prohibited from so doing) of any claims or legal proceedings
that BOSTON FINANCIAL reasonably believes would materially adversely affect
the ability of BOSTON FINANCIAL to provide the services required under this
Agreement. E. BOSTON
FINANCIAL represents and agrees that it will use its best efforts within reasonable
limits to keep current on the trends of the investment company industry relating
to shareholder services and will use its best efforts to continue to modernize
and improve. Notwithstanding the foregoing, (i) BOSTON FINANCIAL shall not be
liable for failing to make any modification or improvement as to the necessity
of which the Trust has not advised BOSTON FINANCIAL in writing and (ii) for
any delay in 19 the
implementation of such modification or improvement where BOSTON FINANCIAL reasonably
requires more time than was permitted by circumstances or such regulations.
With respect to any optional change in BOSTON FINANCIALs operations or
optional system feature, the Trust may elect not to use such change or feature. F. BOSTON
FINANCIAL will permit the Trust and its authorized representatives, including
its chief compliance officer, to make periodic inspections of its operations
and its policies and procedures as such would involve the Trust at reasonable
times during business hours subject to such authorized representatives' execution
of a confidentiality agreement provided by BOSTON FINANCIAL. Additionally,
in order that the Trust may review the effectiveness of the AML Program as described
in Schedule 19.K, BOSTON FINANCIAL will also permit the Trust and its authorized
representatives to inspect records maintained by BOSTON FINANCIAL for the Fund
directly related to the AML Program services performed for the Fund. G. BOSTON
FINANCIAL shall reasonably cooperate with the Trust's independent public accountants
and the Trusts chief compliance officer and shall take all reasonable
action in the performance of its obligations under this Agreement to assure
that access to all readily necessary information and compliance personnel is
made available to such accountants and to the Trusts chief compliance
officer, for the expression of the accountants opinion and the evaluation
of the effectiveness of BOSTON FINANCIALs compliance controls, as such
may be required from time to time. Special reports or information may
be charged for if the production or special programming of such reports exceeds
the dedicated resource hours provided to the Trust under this Agreement. A report
is "Special" if it is not regularly produced by TA2000TM
or requires special programming. H. BOSTON
FINANCIAL and DST employ intrusion detection systems, anti-virus software, and
an automated security monitoring, analysis and response system to identify,
manage, and counter security threats as well as monitor policy adherence. BOSTON
FINANCIAL and DST also perform annual penetration and vulnerability tests, which
are conducted by an independent 3rd party, to validate the security
of the networks of BOSTON FINANCIAL and DST. BOSTON FINANCIAL and DST
shall make the results of such tests available to the Trust. If vulnerabilities
are identified, then BOSTON FINANCIAL and/or DST shall also promptly provide
the Trust with a copy of the system remediation plan. In addition,
BOSTON FINANCIAL and DST may use third party security reviews to support their
security efforts when necessary. I. BOSTON
FINANCIAL will provide assistance to and cooperate with the Trust during any
government or Trust directed audits (including audits arranged by the Trust
in connection with the implementation and administration of the Trusts
compliance policies and procedures) and regulatory examinations of the Trusts
records and accounts maintained by BOSTON FINANCIAL in accordance with reasonable
procedures and at reasonable frequencies. For purposes of such regulatory
examinations or audits, at the request the Trust, BOSTON FINANCIAL will make
20 available,
during normal business hours, all reasonably required records, data and operating
processes for review by (i) the representatives of the appropriate regulatory
agencies and/or (ii) any auditors. The Trust understands and agrees that
all auditors will be required by BOSTON FINANCIAL to execute a confidentiality
agreement prior to being given access to such records, data and operating processes. J. Upon
request of the Trust, BOSTON FINANCIAL will provide to the Trust on a semi-annual
or quarterly basis a Sarbanes-Oxley certification with respect to BOSTON FINANCIALs
performance of the services and its internal controls related thereto. In
addition, upon request of the Trust, BOSTON FINANCIAL will provide to the Trust
a certification under Rule 38a-1 of the federal securities rules with respect
to the compliance provisions required by that Rule. 10. RECAPITALIZATION
OR READJUSTMENT. In case
of any recapitalization, readjustment or other change in the capital structure
of the Trust requiring a change in the form of Certificates, if any, BOSTON
FINANCIAL will issue or register Certificates in the new form in exchange for,
or in transfer of, the outstanding Certificates in the old form, upon receiving: A.
Written instructions from an officer of the Trust; B.
Certified copy of the amendment to the Declaration of Trust or other
document effecting the change; C.
Certified copy of the order or consent of each governmental or regulatory
authority, required by law to the issuance of the stock in the new form, and
an opinion of counsel that the order or consent of no other government or regulatory
authority is required; and D.
Specimens of any new Certificates in the form approved by the Board
of Trustees of the Trust, with a certificate of the Secretary of the Trust as
to such approval; 11. CERTIFICATES.
To the extent
needed or desired by the Trust, the Trust will furnish BOSTON FINANCIAL with
a sufficient supply of blank Certificates and from time to time will renew such
supply upon the request of BOSTON FINANCIAL. Such Certificates will be signed
manually or by facsimile signatures of the officers of the Trust authorized
by law and by bylaws to sign Certificates, and if required, will bear the corporate
seal or facsimile thereof. 12. DEATH, RESIGNATION
OR REMOVAL OF SIGNING OFFICER. The Trust
will file promptly with BOSTON FINANCIAL written notice of any change in the
officers authorized to sign any Certificates, written instructions or requests,
together with a revised Exhibit B. In case any officer of the Trust who will
have signed manually or whose 21 facsimile
signature will have been affixed to any blank Certificates will die, resign,
or be removed prior to the issuance of such Certificates, BOSTON FINANCIAL may
issue or register such Certificates as the Certificates of the Trust notwithstanding
such death, resignation, or removal, until specifically directed to the contrary
by the Trust in writing. In the absence of such direction, the Trust will file
promptly with BOSTON FINANCIAL such approval, adoption, or ratification as may
be required by law. 13. FUTURE AMENDMENTS
OF DECLARATION OF TRUST AND BYLAWS. The Trust
will promptly file with BOSTON FINANCIAL copies of all material amendments to
its Declaration of Trust or Bylaws made after the date of this Agreement. 14. INSTRUCTIONS,
OPINION OF COUNSEL AND SIGNATURES. Any time
BOSTON FINANCIAL shall be in doubt as to any proposed or requested action to
be taken or omitted by it, BOSTON FINANCIAL may consult with any person authorized
by the Trust to give instructions to BOSTON FINANCIAL relating to the particular
proposed or requested action to be taken or omitted. BOSTON FINANCIAL may with
the approval of a Trust officer consult with legal counsel for the Trust, with
respect to any matter involving a question of law involved in any action to
be taken or omitted by BOSTON FINANCIAL in connection with the agency. BOSTON
FINANCIAL will not be liable for any action taken or omitted by it in good faith
in reliance upon such instructions from persons authorized by the Trust or upon
the opinion of legal counsel for the Trust. Notwithstanding the foregoing,
the Trust shall reimburse BOSTON FINANCIAL for outside counsel fees incurred
in connection with the review of the legal sufficiency of documentation provided
by a shareholder or otherwise as to the advisability of complying with the request
of a shareholder or person purporting to act on behalf of a shareholder so long
as BOSTON FINANCIAL has complied with the requirements set forth in Section
6.B. BOSTON FINANCIAL will be protected in acting upon any paper or document
reasonably believed by it to be genuine and to have been signed by the proper
person or persons and will not be held to have notice of any change of authority
of any person, until receipt of written notice thereof from the Trust. It will
also be protected in recognizing Certificates which it reasonably believes to
bear the proper manual or facsimile signatures of the officers of the Trust,
and the proper countersignature of any former Transfer Agent or Registrar, or
of a co-Transfer Agent or co-Registrar. 15. FORCE MAJEURE
AND DISASTER RECOVERY PLANS. A. BOSTON
FINANCIAL shall not be responsible or liable for its failure or delay in performance
of its obligations under this Agreement arising out of or caused, directly or
indirectly, by circumstances beyond its reasonable control, including, without
limitation: any interruption, loss or malfunction or any utility, transportation,
computer (hardware or software) or communication service; a delay in mails;
governmental or exchange action, statute, ordinance, rulings, regulations or
direction; war, strike, riot, emergency, civil disturbance, terrorism, vandalism,
explosions, labor disputes, freezes, floods, fires, tornadoes, acts of God or
public enemy, revolutions, or insurrection; or any other cause, contingency,
circumstance or delay not subject to BOSTON FINANCIAL's reasonable control which
prevents or hinders BOSTON FINANCIAL's performance hereunder. 22 B. BOSTON
FINANCIAL will maintain a comprehensive business continuity plan and will provide
an executive summary of such plan upon reasonable request of the Trust. BOSTON
FINANCIAL will test the adequacy of its business continuity plan at least annually
and upon request, the Trust may participate in such test. Upon request
by the Trust, BOSTON FINANCIAL will provide the Trust with a letter assessing
the most recent business continuity test results. In the event of a business
disruption that materially impacts BOSTON FINANCIALs provision of services
under this Agreement, BOSTON FINANCIAL will notify the Trust of the disruption
and the steps being implemented under the business continuity plan. If
the Trust reasonably determines that BOSTON FINANCIAL has not or cannot put
its business continuity plan in place quickly enough to meet the Trusts
needs or is otherwise unable to provide equal access to such services, BOSTON
FINANCIAL shall promptly provide reasonable assistance and support to the Trust,
at the Trusts expense, in seeking such services from an alternative source. C. BOSTON
FINANCIALs affiliate, DST, currently maintains a recovery facility for
use in event of a disaster rendering the normal DST Facilities inoperable (the
DST Recovery Facility). DST has developed and is continually
revising business contingency plans (the "DST Business Contingency Plan")
detailing which, how, when, and by whom data maintained at DST Facilities will
be installed and operated at the Recovery Facility. BOSTON FINANCIAL will
provide an executive summary of the DST Business Contingency Plan upon reasonable
request of the Trust. Provided the Trust is paying its pro rata portion
of the charge therefor, BOSTON FINANCIAL would, in event of a disaster rendering
the DSTs Facility inoperable, instruct DST to use reasonable efforts to
convert the TA2000TM System containing
the designated Trust data to the computers at the Recovery Facility in accordance
with the then current DST Business Contingency Plan. D. BOSTON
FINANCIAL also currently maintains, separate from the area in which the operations
that provides the services to the Trust hereunder are located, a Crisis Management
Center consisting of phones, computers and the other equipment necessary to
operate a full service transfer agency business in the event one of its operations
areas is rendered inoperable. The transfer of operations to other operating
areas or to the Crisis Management Center is covered in BOSTON FINANCIAL's Business
Contingency Plan. 16. CERTIFICATION OF DOCUMENTS. The required
copy of the Declaration of Trust or Articles of Incorporation of the Trust and
copies of all amendments thereto will be certified by the Secretary of State
(or other appropriate official) of the State of Incorporation, and if such Declaration
of Trust and amendments are required by law to be also filed with a county,
city or other officer of official body, a certificate of such filing will appear
on the certified copy submitted to BOSTON FINANCIAL, provided, however,
that if the Trust is not required to file the Declaration of Trust with the
State of Incorporation, but is required to file a Certificate of Trust with
such state, a copy of the Certificate of Trust and copies of all amendments
thereto will be certified by the Secretary of State (or other appropriate official)
of the State of Incorporation. A copy of the order or consent 23 of
each governmental or regulatory authority required by law to the issuance of
the stock will be certified by the Secretary or Clerk of such governmental or
regulatory authority, under proper seal of such authority. The copy of the Bylaws
and copies of all amendments thereto, and copies of resolutions of the Board
of Trustees of the Trust, will be certified by the Secretary or an Assistant
Secretary of the Trust under the Trust's seal. 17. RECORDS. BOSTON FINANCIAL
shall keep records relating to the services to be performed hereunder, in the
form, manner and for such periods, as it may deem advisable and as may be required
by the laws and regulations applicable to its business as a Transfer Agent,
including those set forth in 17 CFR 240.17Ad-6 and 17 CFR 240.17Ad-7, as such
regulations may be amended from time to time. BOSTON FINANCIAL shall also
maintain customary records in connection with its agency for the Trust; particularly
those records required to be maintained pursuant to subparagraph (2)(iv) of
paragraph (b) of Rule 31a-1 under the Investment Company Act of 1940. Records
maintained by BOSTON FINANCIAL on behalf of the Trust shall be made available
for reasonable examinations by the Securities and Exchange Commission upon reasonable
request and shall be maintained by BOSTON FINANCIAL for such period as required
by applicable law or until such time as BOSTON FINANCIAL has delivered such
records into the Trusts possession or destroyed them at the Trusts
request. 18. DISPOSITION
OF BOOKS, RECORDS AND CANCELED CERTIFICATES. BOSTON FINANCIAL
may send periodically to the Trust, or to where designated by the Secretary
or an Assistant Secretary of the Trust, all books, documents, and all records
no longer deemed by BOSTON FINANCIAL needed for current purposes and any Certificates
which have been canceled in transfer or in exchange, upon the understanding
that such books, documents, records, and Certificates will be maintained by
the Trust under and in accordance with the requirements of Rule 17Ad-7 adopted
under the 34 Act. Such materials will not be destroyed by the Trust without
the consent of BOSTON FINANCIAL (which consent will not be unreasonably withheld),
but will be safely stored for possible future reference. 19. PROVISIONS RELATING
TO BOSTON FINANCIAL AS TRANSFER AGENT. A. BOSTON
FINANCIAL will make original issues of Certificates, if any, upon written request
of an officer of the Trust and upon being furnished with a certified copy of
a resolution of the Board of Trustees authorizing such original issue, any documents
required by Sections 5 or 10 of this Agreement, and necessary funds for the
payment of any original issue tax. B. Before
making any original issue of Certificates of the Trust will furnish BOSTON FINANCIAL
with sufficient funds to pay all required taxes on the original issue of the
stock, if any. The Trust will furnish BOSTON FINANCIAL such evidence as may
be required by BOSTON FINANCIAL to show the actual value of the stock. If no
taxes are payable BOSTON FINANCIAL will be furnished with a certified statement
from an officer of the Trust to that effect. 24 C. Shares
of stock represented by Certificates, if any, will be transferred and new Certificates
issued in transfer, or Shares of stock accepted for redemption and funds remitted
therefor, or book entry transfer be effected, upon surrender of the old Certificates
in form or receipt by BOSTON FINANCIAL of instructions deemed by BOSTON FINANCIAL
properly endorsed for transfer or redemption accompanied by such documents as
BOSTON FINANCIAL may deem necessary to evidence the authority of the person
making the transfer or redemption. BOSTON FINANCIAL reserves the right to refuse
to transfer or redeem Shares until it is satisfied that the endorsement or signature
on the Certificate or any other document is valid and genuine, and for that
purpose it may require a guaranty of signature in accordance with the Procedures.
BOSTON FINANCIAL will incur no liability and shall be indemnified and held harmless
by the Fund for any action taken by it in accordance with an instruction bearing
what purports to be a signature guarantee or medallion of an Eligible Guarantor
Institution or otherwise in accordance with BOSTON FINANCIAL's Signature Guarantee
Procedures adopted pursuant to Rule 17Ad-15 under the 34 Act. BOSTON
FINANCIAL also reserves the right to refuse to transfer or redeem shares until
BOSTON FINANCIAL is satisfied that the requested transfer or redemption is legally
authorized, and it will incur no liability for the refusal in good faith to
make transfers or redemptions which, in its reasonable judgment, are improper
or unauthorized. Authority to perform a redemption shall be suspended when the
Trust suspends the shareholders' right of redemption provided that the Trust
delivers written notice of such suspension to BOSTON FINANCIAL. BOSTON FINANCIAL
may, in effecting transfers or redemptions, rely upon Simplification Acts, Uniform
Commercial Code or other statutes that protect it and the Trust in not requiring
complete fiduciary documentation. In cases in which BOSTON FINANCIAL is not
directed or otherwise required to maintain the consolidated records of shareholder's
accounts, BOSTON FINANCIAL will not be liable for any loss that may arise by
reason of not having such records. D. When
mail is used for delivery of Certificates, BOSTON FINANCIAL will forward Certificates
in "nonnegotiable" form by first class or registered mail and Certificates
in "negotiable" form by registered mail, all such mail deliveries
to be covered while in transit to the addressee by insurance arranged for by
BOSTON FINANCIAL. E. BOSTON
FINANCIAL will issue and mail subscription warrants, Certificates representing
stock dividends, exchanges or split ups, upon receiving written instructions
from any officer of the Trust and such other documents as BOSTON FINANCIAL deems
necessary. F. BOSTON
FINANCIAL will issue, transfer, and split up Certificates and will issue Certificates
of stock representing full Shares upon surrender of scrip certificates aggregating
one full share or more when presented to BOSTON FINANCIAL for that purpose upon
receiving written instructions from an officer of the Trust and such other documents
as BOSTON FINANCIAL may deem necessary. 25 G. BOSTON
FINANCIAL may issue new Certificates in place of Certificates represented to
have been lost, destroyed, stolen or otherwise wrongfully taken upon receiving
instructions from the Trust and indemnity satisfactory to BOSTON FINANCIAL and
the Trust, and may issue new Certificates in exchange for, and upon surrender
of, mutilated Certificates. Such instructions from the Trust will be in such
form as will be approved by the Board of Trustees of the Trust and will be in
accordance with the provisions of law and the bylaws of the Trust governing
such matter. H. BOSTON
FINANCIAL will supply a shareholder's list to the Trust for any shareholder
meeting upon receiving a request from an officer of the Trust. It will also,
at the expense of the Trust, supply lists at such other times as may be requested
by an officer of the Trust. I. Upon
receipt of written instructions of an officer of the Trust, BOSTON FINANCIAL
will, at the expense of the Trust, address and mail notices to shareholders.
J. In
case of any request or demand for the inspection of the securityholder files
or stock books of the Trust or any other books or records in the possession
of the Trust in BOSTON FINANCIAL's possession, BOSTON FINANCIAL will not permit
such inspection, except (i) after prior notification to and approval in writing
by the Trust or Advisor as appropriate, which approval shall not be unreasonably
withheld and may not be withheld or delayed where BOSTON FINANCIAL may be exposed
to civil or criminal contempt proceedings for failure to comply when requested
to divulge such information by duly constituted authorities, or (ii) when so
requested by the Trust or an Authorized Person. Nothing in the foregoing is
intended to, nor does it, prohibit or deny to BOSTON FINANCIAL the right to
disclose information requested by subpoena, court order, administrative order
or request issued by a federal, state or local authority purporting to be issued
under statutory authority or a self-regulatory organization registered under
the '34 Act. BOSTON FINANCIAL shall promptly advise the Trust concerning subpoenas
received for records of the Trust and, upon being so advised, the Trust shall
be responsible for handling and responding thereto. K. If
the Trust elects to delegate to BOSTON FINANCIAL certain Anti-Money Laundering
and customer identification duties under this Agreement, the parties will agree
to such duties and terms as stated in the attached schedule (Schedule19
K. entitled AML Delegation which may be changed from time to
time subject to mutual written agreement between the parties. In consideration
of the performance of the duties by BOSTON FINANCIAL pursuant to this Section
19 K., the Trust agrees to pay BOSTON FINANCIAL the fees applicable to such
services as the parties may from time to time agree. 20. PROVISIONS RELATING
TO DIVIDEND DISBURSING AGENCY. A. BOSTON
FINANCIAL will, at the expense of the Trust, provide a special form of check
containing the imprint of any device or other matter desired by the Trust. Said
26 checks
must, however, be of a form and size convenient for use by BOSTON FINANCIAL. B. If
the Trust desires to include additional printed matter, financial statements,
etc., with the dividend checks, the same will be furnished BOSTON FINANCIAL
within a reasonable time prior to the date of mailing of the dividend checks,
at the expense of the Trust. C. If
the Trust desires its distributions mailed in any special form of envelopes,
sufficient supply of the same will be furnished to BOSTON FINANCIAL but the
size and form of said envelopes will be subject to the approval of BOSTON FINANCIAL.
If stamped envelopes are used, they must be furnished by the Trust; or
if postage stamps are to be affixed to the envelopes, the stamps or the cash
necessary for such stamps must be furnished by the Trust. D. BOSTON
FINANCIAL shall establish and maintain, and is hereby authorized to establish
and to maintain, under the usual terms and conditions prevalent in the industry
and on behalf of the Trust as agent of the Trust, in BOSTON FINANCIAL's own
name or under the J.P. Morgan name (or that of the Trusts as a group or of an
Affiliate thereof), one or more deposit accounts, into which BOSTON FINANCIAL
shall deposit the funds BOSTON FINANCIAL receives for payment of dividends,
distributions, redemptions or other disbursements provided for hereunder and
to draw checks against such accounts. E. BOSTON
FINANCIAL is authorized and directed to stop payment of checks theretofore issued
hereunder, but not presented for payment, when the payees thereof allege either
that they have not received the checks or that such checks have been mislaid,
lost, stolen, destroyed or through no fault of theirs, are otherwise beyond
their control, and cannot be produced by them for presentation and collection,
and, to issue and deliver duplicate checks in replacement thereof. 21. ASSUMPTION OF
DUTIES BY THE TRUST OR AGENTS DESIGNATED BY THE TRUST. A. The
Trust or its designated agents other than BOSTON FINANCIAL may assume certain
duties and responsibilities with respect to the operations of the Trust, including
(with BOSTON FINANCIAL's agreement) providing all, or a portion, of those services
which BOSTON FINANCIAL is obligated to provide under Section 4.D of this Agreement.
B. To
the extent the Trust or its agent or affiliate assumes BOSTON FINANCIAL's duties
and responsibilities (which assumption should be embodied in writing), BOSTON
FINANCIAL shall be relieved from all responsibility and liability therefore
(including any Adverse Consequences directly or indirectly arising out of or
resulting from the actions or omissions of the Trust or its designees, as well
as from any "as of" liability or withholding reversals in connection
therewith) and BOSTON FINANCIAL is hereby 27 indemnified
and held harmless against any liability therefrom in the same manner and degree
as provided for in Section 8 hereof. C. With
respect to accounts serviced by JPM or banks affiliated with or a correspondent
of JPM, the Trust or its designees shall be responsible for the following: (i)
answering and responding to telephone inquiries from shareholders and brokers;
(ii) accepting shareholder and broker instructions (either or both oral and
written) and (A) transmitting to BOSTON FINANCIAL orders (transactions and maintenance)
based on such instructions for input into TA2000 by BOSTON FINANCIAL or (B)
themselves inputting such orders into TA2000 on a remote basis; (iii) preparing
and mailing confirmations; (iv) classifying the status of shareholders and shareholder
accounts under applicable tax law and in accordance with the capabilities provided
on TA2000, and performing all compliance functions with respect thereto, including
without limitation obtaining certified TIN's, Form W-8's and other documentation,
and properly coding accounts (social codes, tax status, foreign accounts and
so forth) as provided for on TA2000; (v) on a remote basis establishing shareholder
accounts on the TA2000TM System,
establishing the appropriate privileges thereupon and assigning social codes
and Taxpayer Identification Number codes thereof; (vi) disbursing monies of
the Trust; (vii) sending redemption and dividend wires in accordance with instructions
received; and (viii) following up and collecting upon unsettled trade orders
and unpaid broker-dealer, institutional or shareholder "as of's." 22. TERMINATION
OF AGREEMENT. A. This
Agreement shall be in effect from the 1st day of September, 2009, through the
31st day of August 2014 (the "Initial Term" of this Transfer Agency
Agreement"). This Agreement shall thereafter automatically extend for additional,
successive one (1) year terms upon the expiration of any term hereof, unless
terminated as of the end of any term by either party on not less than one hundred
and twenty (120) days prior written notice to the other party. Each additional
one (1) year period shall be an additional term of this Agreement. However,
notwithstanding anything in this Agreement to the contrary, the effective date
of any termination shall not occur during the period from December 15 through
March 30 of any year to avoid adversely impacting year end, except if pursuant
to Section 22.B of this Agreement. One hundred and twenty (120) days before
the expiration of the Initial Term or a renewal term, the parties agree to negotiate
in good faith and agree upon a fee schedule for the upcoming renewal term. Notwithstanding
the termination or non-renewal of this Agreement, the terms and conditions of
this Agreement shall continue to apply until the completion of the deconversion.
The parties will mutually agree upon the timing and other details of the
actual deconversion of the Trusts business. B. Each
party, in addition to any other rights and remedies, shall have the right to
terminate this Agreement forthwith upon the occurrence at any time of any of
the following events with respect to the other party: 28 (1) The
bankruptcy of the other party or its assigns or the appointment of a receiver
for the other party or its assigns; (2) failure
by the other party or its assigns to perform its duties (including any material
interruption or cessation of its operations) in accordance with the Agreement,
which failure materially adversely affects the business operations of the first
party and which failure continues for thirty (30) days after receipt of written
notice from the first party, unless such failure is excused under Section 15
of this Agreement; or (3) merger,
consolidation or sale of substantially all of the assets of the other party
or its assigns; provided, however, that this Section 22.B.3 shall not apply
to any mergers, consolidations or sales of substantially all of the assets of
the Trust constituting a shell reorganization; or (4) acquisition
of a controlling interest in the other party or its assigns by any third party
except as may presently exist within the previous sixty (60) days. For
purposes of this Section 22.B(4), control shall be as defined in
the Investment Company Act of 1940, as amended, except that the acquisition
by a single shareholder of more than 25% of a Trust will not be considered a
change in control. In
the event of a termination under this Section 22.B, the notice of termination
for the reasons provided in this Section 22.B must be provided within sixty
(60) days of a partys learning of a reason permitting termination, and
shall take effect within not less than ninety (90) and more than one hundred
eighty (180) days from the date of receipt of the notice of termination. Any
termination by reasons set forth in Section 22.B(1) and (2) shall not be subject
to any termination fees or penalties relating to or arising out of termination,
including without limitation any such fees or penalties relating to or arising
out of termination set forth in NOTES TO THE FEE SCHEDULE, Paragraph
E on Exhibit A attached to this Agreement. In the event that (i) one or
more Trusts terminate this Agreement as the result of an acquisition by or merger
into another fund and the remaining Trusts wish to continue the Agreement, or
(ii) the Trusts terminate this Agreement as the result of their acquisition
by or merger into another fund and such other funds shareholder records
are, at the time of such acquisition or merger, maintained by BOSTON FINANCIAL
or its affiliates, or (iii) one or more Trusts wish to move its transfer agency
servicing operation from BOSTON FINANCIAL to an affiliated entity or another
DST TA2000 platform (i.e., become a remote user of DSTs TA2000 system)
as the result of such Trusts acquisition by or merger into another fund, then
the parties agree to negotiate in good faith to determine whether or to what
extent the termination fees under this Agreement shall apply to such termination. C. BOSTON
FINANCIAL may, on written notice to such Trust, immediately terminate this Agreement
as to any Trust which itself or its Shares fail to be registered as provided
in Section 3 of this Agreement at any time during this Agreement. 29 D. In
the event of termination, the Trust will promptly pay BOSTON FINANCIAL all amounts
due to BOSTON FINANCIAL hereunder, including any termination fee set forth in
Exhibit A to this Agreement. E. In
the event of termination, BOSTON FINANCIAL will use its best efforts to transfer
the records of the Trust to the designated successor transfer agent, to provide
reasonable assistance to the Trust and its designated successor transfer agent,
and to provide other information relating to its services provided hereunder
(subject to the recompense of BOSTON FINANCIAL for such assistance at its standard
rates and fees for personnel then in effect at that time); provided, however,
as used herein "reasonable assistance" and "other information"
shall not include assisting any new service or system provider to modify, alter,
enhance, or improve its system or to improve, enhance, or alter its current
system, or to provide any new functionality or to require BOSTON FINANCIAL to
disclose any BOSTON FINANCIAL Confidential Information, as hereinafter defined,
or any information which is otherwise confidential to BOSTON FINANCIAL. 23. CONFIDENTIALITY
AND INFORMATION SECURITY. A. BOSTON
FINANCIAL agrees on behalf of itself, its affiliates, its officers and employees,
except as provided in Section 19.J. hereof, or as otherwise required by law,
BOSTON FINANCIAL will keep confidential all records and data of and information
in its possession relating to the Trust or its shareholders or shareholder accounts
in any form disclosed to BOSTON FINANCIAL
hereunder, including but not limited to any data and information in any form
disclosed by the Trust, anyone acting on behalf of the Trust, or the Trusts
customers, prospective customers, or employees to BOSTON FINANCIAL, BOSTON FINANCIAL
Personnel or any Subcontractor including Consumer Information (as Consumer
Information is defined in SEC Regulation S-P) and non-public information
which is learned by BOSTON FINANCIAL without the Trusts intentional disclosure
to it. Such information includes all Trust software, specifications, documentation,
product proposals, financial information, data, source or object code, documentation,
manuals, studies, internally devised technology, system or network architecture
or topology, security mechanisms, product or processing capacities, revenues,
information relating to the business of the Trust (including internal procedures
and policies, businesses plans, and products of the Trust), and all other trade
secret, confidential or proprietary information and documentation of the Trust
or its customers, prospective customers, employees, directors, outside directors,
retirees and their respective spouses and families received in connection with
this Agreement (whether or not it is designated as such) (collectively, the
Trusts Confidential Information). BOSTON FINANCIAL shall
not disclose the same to any person except at the instruction (standing or specific),
request or with the consent of the Trust. Notwithstanding the foregoing, BOSTON
FINANCIAL shall be permitted in the ordinary course of business to provide such
information to third parties providing services to BOSTON FINANCIAL which BOSTON
FINANCIAL utilizes in connection with the services BOSTON FINANCIAL provides
to the Trust under this Agreement or in accordance with Section 19.J. of this
Agreement and where such third parties have entered into confidentiality 30 agreements
with BOSTON FINANCIAL that contain provisions at least as restrictive as those
contained herein. (1) BOSTON
FINANCIAL acknowledges that any unauthorized use, misuse, disclosure or taking
of the Trusts Confidential Information which is confidential as provided
by law, or which is a trade secret, residing or existing internal or external
to a computer, computer system, or computer network, or the knowing and unauthorized
accessing or causing to be accessed of any computer, computer system, or computer
network, may be subject to civil liabilities and criminal penalties under applicable
state law. BOSTON FINANCIAL will advise all of its employees and agents
who have access to any the Trusts Confidential Information or to any computer
equipment capable of accessing the Trusts hardware or software of the
foregoing. (2) BOSTON
FINANCIAL acknowledges that disclosure of the Trusts Confidential Information
may give rise to an irreparable injury to the Trust inadequately compensable
in damages. Accordingly, the Trust may seek (without the posting of any bond
or other security) injunctive relief against the breach of the foregoing undertaking
of confidentiality and nondisclosure, in addition to any other legal remedies
which may be available, and BOSTON FINANCIAL consents to the obtaining of such
injunctive relief. B. BOSTON
FINANCIAL has provided the Trust with a summary of its information security
standards, which are subject to change by BOSTON FINANCIAL from time to time
to meet industry changes. BOSTON FINANCIAL agrees to comply with such
information security standards in the performance of its services under this
Agreement. BOSTON FINANCIAL acknowledges receipt of the Trusts information
security standards and, to the extent that BOSTON FINANCIAL does not comply
with the Trusts standards, BOSTON FINANCIAL shall inform the Trust of
the standards it has adopted in lieu thereof. C. The
Trust on behalf of itself, its affiliates, its officers and employees and all
entities which it directs BOSTON FINANCIAL to provide any of the following information
agrees to keep confidential all financial statements and other financial records
(other than statements and records relating solely to the Trust's business dealings
with BOSTON FINANCIAL) and all manuals, systems and other technical information
and data, not publicly disclosed, relating to the operations and programs of
BOSTON FINANCIAL and DST furnished to it by BOSTON FINANCIAL pursuant to this
Agreement and will not disclose the same to any person except at the request
or with the consent of BOSTON FINANCIAL. D. (1) The
Trust acknowledges that BOSTON FINANCIAL and/or its affiliates have proprietary
rights in and to the TA2000TM
System used to perform services hereunder including, but not limited to the
maintenance of shareholder accounts and records, processing of related information
and generation of output, including, without limitation any changes or modifications
of the TA2000TM System and any
other programs, data bases, supporting documentation, or procedures and all
software, specifications, documentation, product proposals, financial information,
data, source or object code, 31 documentation,
manuals, studies, internally devised technology, system or network architecture
or topology, security mechanisms, product or processing capacities, revenues,
information relating to the business of BOSTON FINANCIAL and/or its affiliates
(including internal procedures and policies, businesses plans, and products
of BOSTON FINANCIAL and/or its affiliates), and all other trade secret, confidential
or proprietary information and documentation of BOSTON FINANCIAL and/or its
Affiliates or its customers, prospective customers, employees, directors, outside
directors, retirees and their respective spouses and families (whether or not
it is designated as such) and non-public information which is learned by the
Trust without BOSTON FINANCIALs intentional disclosure to it (collectively
"BOSTON FINANCIAL Confidential Information") which the Trust's
access to the TA2000TM System
or computer hardware or software may permit the Trust or its agents or the Trusts
employees, directors, outside directors, retirees, their respective spouses
and families to become aware of or to access and that the BOSTON FINANCIAL Confidential
Information constitutes confidential material and trade secrets of BOSTON FINANCIAL
and/or its affiliates. The Trust agrees to maintain the confidentiality of the
BOSTON FINANCIAL Confidential Information of which it is, or becomes, aware
or to which it has access. (2) The
Trust acknowledges that any unauthorized use, misuse, disclosure or taking of
BOSTON FINANCIAL Confidential Information which is confidential as provided
by law, or which is a trade secret, residing or existing internal or external
to a computer, computer system, or computer network, or the knowing and unauthorized
accessing or causing to be accessed of any computer, computer system, or computer
network, may be subject to civil liabilities and criminal penalties under applicable
state law. The Trust will advise all of its employees and agents who have access
to any BOSTON FINANCIAL Confidential Information or to any computer equipment
capable of accessing BOSTON FINANCIAL hardware or software of the foregoing.
(3) The
Trust acknowledges that disclosure of the BOSTON FINANCIAL Confidential Information
may give rise to an irreparable injury to BOSTON FINANCIAL and/or its affiliates
inadequately compensable in damages. Accordingly, BOSTON FINANCIAL may seek
(without the posting of any bond or other security) injunctive relief against
the breach of the foregoing undertaking of confidentiality and nondisclosure,
in addition to any other legal remedies which may be available, and the Trust
consents to the obtaining of such injunctive relief. E.
All of the undertakings and obligations relating to confidentiality and nondisclosure,
whether contained in this Section or elsewhere in this Agreement shall survive
the termination or expiration of this Agreement for a period of ten (10) years,
except with respect to any non-public personal information as defined under
federal and state privacy laws, for which information the undertakings and obligations
relating to confidentiality and nondisclosure in this Agreement shall survive
the termination or expiration of this Agreement for the period of time required
by such applicable law. 32 24. CHANGES AND
MODIFICATIONS. A. During
the term of this Agreement BOSTON FINANCIAL will use on behalf of the Trust
without additional cost all modifications, enhancements, or changes which BOSTON
FINANCIAL or its affiliates may make to the TA2000TM
System in the normal course of its business and which are applicable to functions
and features offered by the Trust to its shareholders, unless those BOSTON FINANCIAL
clients having substantially similar service and billing arrangements to the
Trust are charged separately for such modifications, enhancements or changes,
including, without limitation, substantial system revisions or modifications
necessitated by changes in existing laws, rules or regulations. The Trust agrees
to pay BOSTON FINANCIAL promptly for modifications and improvements to the TA2000TM
System that are charged for separately at the rate provided for in BOSTON FINANCIAL's
standard pricing schedule to the extent that the standard pricing schedule addresses
costs not controlled by BOSTON FINANCIAL, which shall be identical for those
BOSTON FINANCIAL clients which have substantially similar service and billing
arrangements to the Trust, if a standard pricing schedule shall exist; provided
that nothing herein shall prevent the Trust from attempting to negotiate directly
with BOSTON FINANCIALs affiliate, DST Systems, Inc., with respect to pricing
related to the TA2000 System. If there is no standard pricing schedule, the
parties shall mutually agree upon the rates to be charged. Changes, modifications,
or enhancements to BOSTON FINANCIALs non-system related operations shall
be handled in accordance with Section 4.F of this Agreement. B. BOSTON
FINANCIAL and/or its affiliates shall have the right, at any time and from time
to time, to alter and modify any systems, programs, procedures or facilities
used or employed in performing its duties and obligations hereunder; provided
that the Trust will be notified as promptly as possible prior to implementation
of such alterations and modifications and that no such alteration or modification
or deletion shall materially adversely change or affect the operations and procedures
of the Trust in using or employing the TA2000TM
System or BOSTON FINANCIAL Facilities hereunder or the reports to be generated
by such system and facilities hereunder, unless the Trust is given thirty (30)
days prior notice to allow the Trust to change its procedures and BOSTON FINANCIAL
provides the Trust with revised operating procedures and controls. C. All
enhancements, improvements, changes, modifications or new features added to
the TA2000TM System however developed
or paid for shall be, and shall remain, the confidential and exclusive property
of, and proprietary to, BOSTON FINANCIAL and/or its affiliates. 25. ASSIGNMENT AND
SUBCONTRACTORS. A. Neither
this Agreement nor any rights or obligations hereunder may be assigned by either
party hereto without the written consent of the other party. In the event of
a mutually agreed to assignment, each party shall remain liable for the performance
of its assignee(s). BOSTON FINANCIAL may, however, employ agents to assist it
in 33 performing
its duties hereunder; provided, however, that BOSTON FINANCIAL shall be fully
responsible to the Trust for the acts and omissions of any agent employed by
it to the same extent as it is for its own acts and omissions and BOSTON FINANCIAL
shall obtain the Trusts prior approval for the employment of any such
agent that is not an affiliate of BOSTON FINANCIAL. The foregoing shall
not be deemed to apply to any direct contracts between the Trust and any affiliate
of BOSTON FINANCIAL as to which BOSTON FINANCIAL is not a party. BOSTON
FINANCIAL may provide the services hereunder from service locations within or
outside of the United States; provided, however, that such services shall only
be provided outside the United States if the Trust has given its prior approval
and so long as such service providers comply with all applicable U.S. laws and
regulations concerning the services to be performed hereunder. B. Notwithstanding
anything in this Agreement to the contrary, nothing herein shall impose any
duty upon BOSTON FINANCIAL in connection with or make BOSTON FINANCIAL liable
for the actions or omissions to act of unaffiliated third parties, over which
BOSTON FINANCIAL has no direct control through contract or other means, such
as, by way of example and not limitation, Airborne services, the U.S. mails,
the National Securities Clearing Commission and telecommunication companies,
provided, if BOSTON FINANCIAL selected such company, BOSTON FINANCIAL shall
have exercised due care in selecting the same. 26. LIMITATIONS
ON LIABILITY. A. Notwithstanding
anything in this Agreement to the contrary, each Trust that executed this Agreement
is and shall be regarded for all purposes hereunder as a separate party apart
from each other Trust and any Fund of any such other Trust. To the extent that
a Trust is comprised of more than one Fund, each Fund shall be regarded for
all purposes hereunder as a separate party apart from each other Fund. Unless
the context otherwise requires, with respect to every transaction covered by
this Agreement, every reference herein to the Trust shall be deemed to relate
solely to the particular Fund or Trust to which such transaction relates. Under
no circumstances shall the rights, obligations or remedies with respect to a
particular Trust or a particular Fund constitute a right, obligation or remedy
applicable to any other Trust or Fund. The use of this single document to memorialize
the separate agreement of each Trust and each Fund herein is understood to be
for clerical convenience only and shall not constitute any basis for joining
the Trusts or Funds for any reason. B. Notice
is hereby given that a copy of each Trust's Declaration of Trust or Certificate
of Trust and all amendments thereto is on file with the Secretary of State of
the state of its organization; that this Agreement has been executed on behalf
of the Trust by the undersigned duly authorized representative of the Trust
in his/her capacity as such and not individually; and that the obligations of
this Agreement shall only be binding upon the assets and property of the Trust
and shall not be binding upon any trustee, officer or shareholder of the Trust
individually. 34 27. NON-SOLICITATION
Each
party agrees that, during any term of this Agreement and for twelve (12) calendar
months after its termination or expiration, it will not solicit for employment
any employees of the other party or the other partys affiliates without
the written consent of such party. This provision shall not apply to solicitations
that are made pursuant to any general advertisement for or solicitation of employees
placed on a website, or in a newspaper or similar publication where such solicitation
is not targeted at the other partys employees. 28. MISCELLANEOUS.
A. This
Agreement shall be construed according to, and the rights and liabilities of
the parties hereto shall be governed by, the laws of the Commonwealth of Massachusetts,
excluding that body of law applicable to choice of law. B. All
terms and provisions of this Agreement shall be binding upon, inure to the benefit
of and be enforceable by the parties hereto and their respective successors
and permitted assigns. C. The
representations and warranties, and the indemnification extended hereunder,
if any, are intended to and shall continue after and survive the execution,
expiration, termination or cancellation of this Agreement or the performance
of services hereunder until any statute of limitations applicable to the matter
at issues shall have expired. D. No
provisions of this Agreement may be amended or modified in any manner except
by a written agreement properly authorized and executed by each party hereto. E. The
captions 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. F. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument. G. If
any part, term or provision of this Agreement is by the courts held to be illegal,
in conflict with any law or otherwise invalid, the remaining portion or portions
shall be considered severable and not be affected, and the rights and obligations
of the parties shall be construed and enforced as if the Agreement did not contain
the particular part, term or provision held to be illegal or invalid. H. Neither
the execution nor performance of this Agreement shall be deemed to create a
partnership or joint venture by and between the Trust and BOSTON FINANCIAL.
It is understood and agreed that all services performed hereunder by BOSTON
FINANCIAL shall be as an independent contractor and not as an employee of the
Trust. This Agreement is between BOSTON FINANCIAL and the Trust and neither
this Agreement nor the performance of services under it shall create any rights
in any third parties. There are no third party beneficiaries hereto. 35 I. Except
as specifically provided herein, this Agreement does not in any way affect any
other agreements entered into among the parties hereto and any actions taken
or omitted by any party hereunder shall not affect any rights or obligations
of any other party hereunder. J. The
failure of either party to insist upon the performance of any terms or conditions
of this Agreement or to enforce any rights resulting from any breach of any
of the terms or conditions of this Agreement, including the payment of damages,
shall not be construed as a continuing or permanent waiver of any such terms,
conditions, rights or privileges, but the same shall continue and remain in
full force and effect as if no such forbearance or waiver had occurred. K. (a) During
the term of this Agreement, the Trust hereby grants to BOSTON FINANCIAL a nonexclusive,
worldwide and royalty-free right and license to store, reproduce, display, perform,
transmit and use the Trust intellectual property and the Trust software in connection
with the services, solely for the purposes necessary for BOSTON FINANCIAL to
fulfill its obligations pursuant to this Agreement (and not for the benefit
of any third party). BOSTON FINANCIAL acknowledges and agrees that its
use of the Trust intellectual property solely for the purposes necessary for
BOSTON FINANCIAL to fulfill its obligations pursuant to this Agreement shall
not create any right, title or interest in or to such intellectual property.
Except for the licenses expressly granted hereunder by the Trust to BOSTON
FINANCIAL, neither this Agreement nor any disclosure made hereunder grants any
license by the Trust to BOSTON FINANCIAL of any Trust intellectual property.
(b) Except
as may be otherwise expressly provided in this Agreement, the Trust does not
grant to BOSTON FINANCIAL any right or license, express or implied, in or to
the Trust intellectual property, the Trust software or the Trusts operating
environment. BOSTON FINANCIAL agrees that the Trust and/or the Trusts
licensors, as the case may be, are the exclusive owners of, and hold and
shall retain, all right, title and interest in and to the Trust intellectual
property, the Trust software, and the trusts operating environment, and
BOSTON FINANCIAL shall have no ownership or use rights therein except as set
forth herein. L. Without
the consent of the Trust, BOSTON FINANCIAL shall not use the Trusts trade
name, trademark, service mark or logo in BOSTON FINANCIALs public sales,
marketing, or publicity activities including, but not limited to, press releases,
interviews with representatives of any written publication, television station
or network, or radio station or network. M. This
Agreement constitutes the entire agreement between the parties hereto and supersedes
any prior agreement, draft or agreement or proposal with respect to the subject
matter hereof, whether oral or written, and this Agreement may not be modified
except by written instrument executed by both parties. N. All
notices to be given hereunder shall be deemed properly given if delivered in
person or if sent by U.S. mail, first class, postage prepaid, or if sent by
facsimile and thereafter confirmed by mail as follows: If to BOSTON FINANCIAL: 36 BOSTON FINANCIAL DATA SERVICES, INC. The Poindexter Building 333 W. 9th Street Kansas City, Missouri 64105 Attention: Mark Scovell Facsimile: (816) 843-8652 With a copy of non-operational notices to: BOSTON FINANCIAL DATA SERVICES, INC. 2 Heritage Drive 8th Floor North Quincy, MA 02171 Attn: Legal Department Facsimile No.: 617 483-2490 If to the Trust: JPMORGAN
(Each of the entities listed on Appendix A hereto except JPMorgan Value Opportunities
Fund, Inc.) 245 Park Avenue New York, New York 10167 Attention: Fund Secretary Facsimile No.: 212-648-1978 With a copy to: JPMORGAN FUNDS 1111 Polaris Parkway, Floor 2G Columbus, Ohio 43240 Attention: Head of Shareholder Services Facsimile No.: 614-213-3486 If to JPMorgan Value Opportunities Fund, Inc.: JPMorgan Value Opportunities Fund, Inc. c/o Washington Management Corporation 1101 Vermont Avenue, N.W. Suite 600 Washington, D.C. 20005 Attention: Michael W. Stockton Facsimile No.: 202-842-5672 or
to such other address as shall have been specified in writing by the party to
whom such notice is to be given. 37 IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed by their respective duly authorized
officers, to be effective as of the day and year first above written. TRUST (Each of the entities listed on Appendix A hereto except JPMorgan Value Opportunities Fund, Inc.) BY: /s/ Robert L. Young Title: Senior Vice President as an Authorized Officer on behalf of each of the Funds indicated on Appendix A except JPMorgan Value Opportunities Fund, Inc. JPMORGAN VALUE OPPORTUNITIES FUND, INC. BY: /s/ Michael Stockton Title: Vice President BOSTON FINANCIAL DATA SERVICES, INC. By: /s/ D. Mark Scovell Title: Senior Vice President 38 Appendix A List of Entities Covered by the Transfer Agency Agreement As of September 1, 2009 JPMorgan Institutional Trust Delaware Statutory Trust JPMorgan Intermediate Bond Trust JPMorgan Core Bond Trust JPMorgan Equity Index Trust J.P. Morgan Fleming Mutual Fund Group, Inc. Maryland Corporation JPMorgan Mid Cap Value Fund J.P. Morgan Mutual Fund Group Massachusetts Business Trust JPMorgan Short Term Bond Fund II J.P. Morgan Mutual Fund Investment Trust Massachusetts Business Trust JPMorgan Growth Advantage Fund JPMorgan Insurance Trust Massachusetts Business Trust JPMorgan Insurance Trust Balanced Portfolio JPMorgan Insurance Trust Core Bond Portfolio JPMorgan Insurance Trust Diversified Mid Cap Growth Portfolio JPMorgan Insurance Trust Equity Index Portfolio JPMorgan Insurance Trust International Equity Portfolio JPMorgan Insurance Trust Intrepid Growth Portfolio JPMorgan Insurance Trust Intrepid Mid Cap Portfolio JPMorgan Insurance Trust Mid Cap Value Portfolio JPMorgan Insurance Trust Small Cap Core Portfolio JPMorgan Insurance Trust U.S. Equity Portfolio JPMorgan Trust I Delaware Statutory Trust Highbridge Statistical Market Neutral Fund JPMorgan 100% U.S. Treasury Securities Money Market Fund JPMorgan Access Balanced Fund JPMorgan Access Growth Fund JPMorgan Asia Equity Fund JPMorgan California Municipal Money Market Fund JPMorgan California Tax Free Bond Fund JPMorgan China Region Fund JPMorgan Disciplined Equity Fund JPMorgan Diversified Fund JPMorgan Dynamic Growth Fund JPMorgan Dynamic Small Cap Growth Fund JPMorgan Emerging Economies Fund JPMorgan Emerging Markets Debt Fund JPMorgan Emerging Markets Equity Fund 39 JPMorgan Trust I (continued) JPMorgan Federal Money Market Fund JPMorgan Global Focus Fund JPMorgan Growth and Income Fund JPMorgan Income Builder Fund JPMorgan India Fund JPMorgan Intermediate Tax Free Bond Fund JPMorgan International Currency Income Fund JPMorgan International Equity Fund JPMorgan International Markets Fund JPMorgan International Opportunities Fund JPMorgan International Opportunities Plus Fund JPMorgan International Realty Fund JPMorgan International Small Cap Equity Fund JPMorgan International Value Fund JPMorgan International Value SMA Fund JPMorgan Intrepid America Fund JPMorgan Intrepid European Fund JPMorgan Intrepid Growth Fund JPMorgan Intrepid International Fund JPMorgan Intrepid Japan Fund JPMorgan Intrepid Multi Cap Fund JPMorgan Intrepid Plus Fund JPMorgan Intrepid Value Fund JPMorgan Latin America Fund JPMorgan Market Neutral Fund JPMorgan Mid Cap Equity Fund JPMorgan New York Municipal Money Market Fund JPMorgan New York Tax Free Bond Fund JPMorgan Prime Money Market Fund JPMorgan Real Return Fund JPMorgan Russia Fund JPMorgan Small Cap Core Fund JPMorgan Small Cap Equity Fund JPMorgan SmartRetirement Income Fund JPMorgan SmartRetirement 2010 Fund JPMorgan SmartRetirement 2015 Fund JPMorgan SmartRetirement 2020 Fund JPMorgan SmartRetirement 2025 Fund JPMorgan SmartRetirement 2030 Fund JPMorgan SmartRetirement 2035 Fund JPMorgan SmartRetirement 2040 Fund JPMorgan SmartRetirement 2045 Fund JPMorgan SmartRetirement 2050 Fund JPMorgan Strategic Income Opportunities Fund JPMorgan Strategic Preservation Fund 40 JPMorgan Trust I (continued) JPMorgan Strategic Small Cap Value Fund JPMorgan Tax Aware Disciplined Equity Fund JPMorgan Tax Aware High Income Fund JPMorgan Tax Aware Real Return Fund JPMorgan Tax Aware Real Return SMA Fund JPMorgan Tax Aware U.S. Equity Fund JPMorgan Tax Free Money Market Fund JPMorgan Total Return Fund JPMorgan U.S. Equity Fund JPMorgan U.S. Large Cap Core Plus Fund JPMorgan U.S. Large Cap Value Plus Fund JPMorgan U.S. Small Company Fund JPMorgan Value Advantage Fund JPMorgan Value Discovery Fund JPMorgan Trust II Delaware Statutory Trust JPMorgan Arizona Municipal Bond Fund JPMorgan Core Bond Fund JPMorgan Core Plus Bond Fund JPMorgan Equity Income Fund JPMorgan Equity Index Fund JPMorgan Government Bond Fund JPMorgan High Yield Bond Fund (to be renamed JPMorgan High Yield Fund as of 9/14/09) JPMorgan International Equity Index Fund JPMorgan Intrepid Mid Cap Fund JPMorgan Investor Balanced Fund JPMorgan Investor Conservative Growth Fund JPMorgan Investor Growth & Income Fund JPMorgan Investor Growth Fund JPMorgan Large Cap Growth Fund JPMorgan Large Cap Value Fund JPMorgan Liquid Assets Money Market Fund JPMorgan Market Expansion Index Fund JPMorgan Michigan Municipal Bond Fund JPMorgan Michigan Municipal Money Market Fund JPMorgan Mid Cap Growth Fund JPMorgan Mortgage-Backed Securities Fund JPMorgan Multi-Cap Market Neutral Fund JPMorgan Municipal Income Fund JPMorgan Municipal Money Market Fund JPMorgan Ohio Municipal Bond Fund JPMorgan Ohio Municipal Money Market Fund JPMorgan Short Duration Bond Fund JPMorgan Short-Intermediate Municipal Bond Fund JPMorgan Small Cap Growth Fund 41 JPMorgan Trust II (continued) JPMorgan Small Cap Value Fund JPMorgan Tax Free Bond Fund JPMorgan Treasury & Agency Fund JPMorgan U.S. Government Money Market Fund JPMorgan U.S. Real Estate Fund JPMorgan U.S. Treasury Plus Money Market Fund JPMorgan Limited Duration Bond Fund UM Investment Trust Massachusetts Business Trust Undiscovered Managers Multi-Strategy Fund Undiscovered Managers Funds Massachusetts Business Trust JPMorgan Realty Income Fund Undiscovered Managers Behavioral Growth Fund Undiscovered Managers Behavioral Value Fund JPMorgan Value Opportunities Fund, Inc. Maryland Corporation 42 SCHEDULE 4.L. BOSTON FINANCIAL DATA SERVICES JPMORGAN FUNDS SIMPLE IRA PLAN SERVICES Effective Date: The services listed in
this Schedule 4L shall pertain only to SIMPLE IRAs on the DSTs
TRAC 2000 record-keeping system (TRAC). All references to
Business Days shall mean each day the New York Stock Exchange is
open for business. 1. Plan
Accounts / Data Maintenance. With respect to SIMPLE IRAs, upon receipt
of participant and beneficiary information (collectively, Participant)
and demographic data from the employer sponsoring a SIMPLE IRA Plan (Plan
Sponsor), BOSTON FINANCIAL shall enter such data into TRAC for the Plan
and provide for the operation and maintenance of Plan records on TRAC. 2. Participant
Accounts. Upon receipt of all necessary Participant data, demographic
and other Participant enrollment data from Plan Sponsors and Participants, BOSTON
FINANCIAL shall provide recordkeeping for each Participant account as set forth
under the SIMPLE IRA Plan (Account). BOSTON FINANCIAL shall
maintain individual Participant Accounts on its records on TRAC in the name
of the custodian for the benefit of the individual Participants. The Accounts
of Participants will be credited with shares of the Trust ("Shares").
BOSTON FINANCIAL will, pursuant to instructions from Participants, purchase
the instructed number of Shares and hold such Shares in the appropriate Participant
Account. 3. Contributions.
BOSTON FINANCIAL shall accept contributions sent to it from Plan Sponsors.
Such contribution information must include: (a) either a check for the total
amount of the contribution or funds representing the total amount of the contribution
sent through the Automatic Clearing House (ACH) system; and (b)
a payroll roster in a medium and format acceptable to BOSTON FINANCIAL. If the
contributions and the Account Allocation Information (defined below) do not
reconcile, then BOSTON FINANCIAL shall notify the Trust and a designee of the
Trust shall then notify the Plan Sponsor in accordance with the process described
in paragraph 8 below (Transactions Not in Good Order). If
the contributions and the Account Allocation Information do reconcile, then
BOSTON FINANCIAL shall promptly allocate such contribution to Participants
Accounts in accordance with the Account Allocation Information, allocate such
contribution to the investment options available under the Plan (Investment
Options) in accordance with the Investment Allocation Information
(as defined below) and transfer the contributions to the various Plan Investment
Options in accordance with the Investment Allocation Information. a) Account
Allocation Information is the information supplied by the Plan Sponsor
regarding the various contribution sources and amounts under the SIMPLE IRA
Plan; and 43 b) Investment
Allocation Information is the Investment Option percentages or
amounts that the Participant has directed for investment in an Investment Option
from time to time. 4.
Crediting Participant's Accounts. After receipt of monies
paid with respect to any sale, BOSTON FINANCIAL will credit such monies to the
appropriate Account of selling Participants in accordance with its procedures. 5. Earnings
and Losses. On each Business Day, BOSTON FINANCIAL shall allocate
earnings and losses as reported to BOSTON FINANCIAL for each Fund that is an
Investment Option in a Participants Account. 6. Receipt
of Dividends. BOSTON FINANCIAL will receive payments for dividends and distributions
declared by issues of Shares of each Fund and credit each to the appropriate
Participant Accounts. 7 Adjustment
Processing. The Participant Accounts will be adjusted with Shares,
or Shares shall be reversed and re-entered, as instructed by the Plan Sponsor
or Participant and as permitted by the Trust. 8. Transactions
Not in Good Order (NIGOs). For Plan Sponsor or Participant
transaction requests (including contributions received via payroll files) that
are not in good order when received by BOSTON FINANCIAL, BOSTON FINANCIAL shall
notify a representative designated by the Trust who will subsequently notify
the affected Plan Sponsor or Participant, as the case may be, by telephone on
the day of receipt of such information in order to resolve any outstanding issues
relating to the transaction. If the outstanding issues relating to the
transaction are not, for whatever reason, resolved to BOSTON Financials
satisfaction within five (5) Business Days then BOSTON FINANCIAL shall reject
the transaction and send a notice to the Plan Sponsor or Participant, as the
case may be, indicating the date of rejection and why. 9. Distribution
Processing. BOSTON FINANCIAL shall process distributions to Participants
in accordance with the written directions of the Participants. BOSTON FINANCIAL
shall withhold and deposit federal and state income taxes as may be required
by law and prepare Internal Revenue Service Form 1099-R or such other forms
as may be required under the Internal Revenue Code for the reporting of distributions.
10. Transaction
Processing Resolution. BOSTON FINANCIAL shall respond to inbound and
outbound transaction processing related telephone calls from Plan Sponsors and
Participants in a timely manner. 11. Tax
Withholding. BOSTON FINANCIAL shall withhold taxes on U.S. resident
and non-resident alien Participant Accounts if applicable, prepare and file
with the U.S. Treasury reports with respect to taxes withheld. 12. Plan
Sponsor Instructions. BOSTON FINANCIAL will receive for acceptance
instructions (only via hardcopy written form) from Plan Sponsors. Plan Sponsors
will be solely responsible for reimbursing impacted Participants to the extent
a transaction error was caused by a 44 Participant
instruction to BOSTON FINANCIAL and such error caused an investment related
loss to a Participants Account. 13.
Annual Notices. BOSTON FINANCIAL shall, during each year
this Agreement is in effect, provide Plan Sponsors a copy of the most recent
version of IRS Form 5304 SIMPLE. In anticipation of such mailing, the
Trust agrees to notify BOSTON FINANCIAL each time the IRS revises IRS Form 5304-SIMPLE.
In addition, BOSTON FINANCIAL agrees to mail a SIMPLE IRA Employee Participation
Notice with a cover letter, both to be written by the Trust, to Participants.
14. Telephone
Call Center. BOSTON FINANCIAL shall accept telephone calls from Plan
Sponsors and Participants from 8am-5pm ET Monday through Friday. Such telephone
calls will come in though an 800 number and will be handled on a recorded line.
BOSTON FINANCIAL shall respond to routine and general inquiries regarding
the SIMPLE IRA services. BOSTON FINANCIAL will instruct Plan Sponsors and Participants
to contact their own legal advisor if they require legal or tax advice since
BOSTON FINANCIAL cannot and will not provide legal or tax advice to any Plan
Sponsor or any Participant. 15. Internet
Services. As requested and subject to the execution and terms of a
separate agreement between the Trust and DST Systems, Inc. concerning Internet
services, known as TRAC Web, BOSTON FINANCIAL and DST shall
provide Internet services for Plan Sponsor and Participant inquires and transactions
via a Trust branded website linked to BOSTON FINANCIAL. Notwithstanding
any references herein to the use of the Internet and the provision of services
through, over or by means of the Internet, all Internet based services shall
be provided under and pursuant to a separate agreement. 16.
SIMPLE IRA Documents. In connection with the SIMPLE IRA services,
BOSTON FINANCAIL shall make available to Participants the State Street Bank
and Trust Company SIMPLE Individual Retirement Custodial Account agreement (based
on IRS Form 5305) and the accompanying Disclosure Statement (collectively the
SIMPLE IRA Documents). In order to receive the SIMPLE IRA
services, Participants must agree to be bound by the terms and conditions specified
in the SIMPLE IRA Documents. 17.
Custodian Appointment/Acceptance. BOSTON FINANCIAL
will arrange for its affiliate, State Street Bank and Trust Company (State
Street), to act as a custodian for Participant Accounts under the terms
and conditions of the SIMPLE IRA Documents referenced above. State Streets
agreement to act as a custodian shall be conditioned on a Participant adopting
the custodial account agreement contained in the SIMPLE IRA Documents and providing
all information requested by BOSTON FINANCIAL or State Street. BOSTON FINANCIAL
and the Trust shall develop agreed upon acceptance procedures and the Trust
will communicate such acceptance procedures to Plan Sponsors and Participants.
After reviewing such information, State Street reserves the right to not accept
appointment as custodian. If State Street accepts appointment as custodian then
upon its appointment as custodian, State Street shall provide the duties specified
in the SIMPLE IRA Documents, including but not limited to, registering the Account
assets in its name for the benefit of the Participant. 45 18. Anti-Money
Laundering (AML) Delegated Duties. With respect to Participant
Accounts associated with the Plans, BOSTON FINANCIAL shall carry out the AML
Delegated Duties set forth in Schedule 19.K. 19. RPO
Mail Processing. The BOSTON FINANCIAL shall handle return post office
mail for Plan Sponsors and Participants in a timely manner. For greater
clarity, the Trust, and not BOSTON FINANCIAL, shall respond to any correspondence
from Plan Sponsors, Participants or any other parties on behalf of the Trust. 46 SCHEDULE 6.E(4) BOSTON FINANCIAL DATA SERVICES JPMORGAN FUNDS Exception Services In accordance with Section
6.E(4)of the Agreement, the parties agree that to the best of their knowledge,
the Exception Services (as defined in the Agreement) that are being provided
to the Trust as of the date hereof are as follows: 1. Hourly
monitoring of redemption demand deposit (DDA) accounts. Notifications
sent to JPMorgan via email detailing status of outgoing money movement. (Red/Green
Email) 2. BOSTON
FINANCIAL sends emails containing screen shots of Same-Day Cash Manager to JPMorgan
after all fund closings. 3. BOSTON
FINANCIAL sends emails containing screen shots of SDCM Projected Cash screens
daily to JPMorgan. · California Municipal Money Market Fund · Tax Free Money Market Fund · Michigan Municipal Money Market Fund · Municipal Money Market Fund · Ohio Municipal Money Market Fund · New York Municipal Money Market Fund 4. BOSTON
FINANCIAL provides monthly dividend information to specified intermediaries
via fax. This information is also provided systematically via refresher files. · Chaselink we convert the report to Excel · Suisse Adhoc dividend reports as requested · BPI Div email 5. Monthly TA Billing for JPMorgan · Daily
tracking/reconciliation of fund breakage and compensation owed from shareholders
and intermediaries. · BOSTON
FINANCIAL holds compensation open items 2-months in arrears in the JPMorgan
DDAs. · Balancing/Reconciliation
of previous months sweep earnings and overdraft compensation 6. BOSTON
FINANCIAL provides blind wire communication to JPMorgan at every fund cut-off 7. End-of-Day Unfunded and Blind wire notification process · Tracking
of compensation or adjusting accrual buckets to pay for compensation · Unfunded
transactions BOSTON FINANCIAL applies a stop transfer on the account
until funding is received. If there is a pending redemption, the stop
transfer is applied the following morning. 8. BOSTON
FINANCIAL provides Deutsche Bank daily confirmation via email for daily/monthly
dividend rates provided systematically. 47 9. JPMorgan Distribution Services Audit · Quarterly
audit specific to the JPMorgan Distribution Services, Inc. dealer. 10. Periodically,
JPMorgan requests BOSTON FINANCIAL to manually circumvent the systematic wire
redemption process to redeem funds from the one hour DDA vs. the wire redemption
DDA. 11. BOSTON
FINANCIAL sends a daily email of Short Term Trader fees to JPMorgan Fund Accounting.
This data is also provided systematically via TA2000 supersheets. 12. BOSTON
FINANCIAL sends a daily email to Deutsche Bank detailing previous days
transactions. This data is also systematically confirmed to Deutsche Bank
via nightly refreshers. 13. BOSTON
FINANCIAL provides daily notification via email of 2:00 PM CT cash totals to
the JPMorgan New York Cash Desk. · US Government Money Market Fund · Prime Money Market Fund · US Treasury Plus Money Market Fund · Liquid Assets Money Market Fund · Municipal Money Market Fund 14. JPMorgan
Global Liquidity sends next day transactions or future dated transactions to
BOSTON FINANCIAL to suspend in AWD for processing the following day. 15. Transactions
received by JPMorgan Global Liquidity prior to the fund cut-off but not processed
are sent to BOSTON FINANCIAL for processing as current day trades. 48 SCHEDULE 8.C BOSTON FINANCIAL DATA SERVICES JPMORGAN FUNDS Indemnification -- Limit of Liability A. In
accordance with the provisions of Section 8.C, in the event that any claim is
asserted against BOSTON FINANCIAL under this Agreement for any reason other
than BOSTON FINANCIALs bad faith or willful misconduct, BOSTON FINANCIAL's
aggregate liability during any term of this Agreement with respect to, arising
from or arising in connection with this Agreement, or from all services provided
or omitted to be provided under this Agreement, whether in contract, or in tort,
or otherwise, is limited to, and shall not exceed, the amounts paid hereunder
by the Trust to BOSTON FINANCIAL as fees and charges, but not including reimbursable
expenses, during the previous sixteen (16) months under this Agreement or the
preceding agreement (the "Liability Limitation Amount"). B. The
Liability Limitation Amount set forth above shall not apply to Adverse Consequences
resulting from any fraud committed by BOSTON FINANCIALs employees or any
intentional malevolent violations by BOSTON FINANCIALs employees.
For purposes of this Schedule 8.C., intentional malevolent violations
shall mean those acts undertaken purposefully under circumstances in which the
person acting knows or has reason to believe that such act violates such persons
obligations under this Agreement and is likely to cause danger or harm to the
other party or its shareholders. 49 SCHEDULE 19.K BOSTON FINANCIAL DATA SERVICES JPMORGAN FUNDS AML DELEGATION Dated: September 1, 2009 1. Delegation. 1.1 Subject
to the terms and conditions set forth in this Agreement, the Trust hereby delegates
to BOSTON FINANCIAL those aspects of the Trusts AML program (the AML
Program) that are set forth in Section 4 below (the Delegated Duties).
The Delegated Duties set forth in Section 4 may be amended, from time to time,
by mutual agreement of the Trust and BOSTON FINANCIAL upon the execution by
such parties of a revised Schedule 19.K bearing a later date than the date hereof. 1.2 BOSTON
FINANCIAL agrees to perform such Delegated Duties, with respect to the ownership
of Shares in the Trust for which BOSTON FINANCIAL maintains the applicable shareholder
information, subject to and in accordance with the terms and conditions of this
Agreement. 2. Consent
to Examination. In connection with the performance by BOSTON FINANCIAL
of the Delegated Duties, BOSTON FINANCIAL understands and acknowledges that
the Trust remains responsible for assuring compliance with the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001 (USA PATRIOT
Act) and that the records BOSTON FINANCIAL maintains for the Trust
relating to the AML Program may be subject, from time to time, to examination
and/or inspection by federal regulators in order that the regulators may evaluate
such compliance. BOSTON FINANCIAL hereby consents to such examination
and/or inspection and agrees to cooperate with such federal examiners in connection
with their review. For purposes of such examination and/or inspection,
BOSTON FINANCIAL will use its best efforts to make available, during normal
business hours and on reasonable notice all required records and information
for review by such examiners. 3. Limitation
on Delegation. The Trust acknowledges and agrees that in accepting
the delegation hereunder, BOSTON FINANCIAL is agreeing to perform only the Delegated
Duties, as may be amended from time to time, and is not undertaking and shall
not be responsible for any other aspect of the AML Program or for the overall
compliance by the Trust with the USA PATRIOT Act or for any other matters that
have not been delegated hereunder. Additionally, the parties acknowledge and
agree that BOSTON FINANCIAL shall only be responsible for performing the Delegated
Duties with respect to the ownership of, and transactions in, Shares in the
Trust for which BOSTON FINANCIAL maintains the applicable Shareholder information. 50 4. Delegated Duties Consistent
with the services provided by BOSTON FINANCIAL and with respect to the ownership
of Shares in the Trust for which BOSTON FINANCIAL maintains the applicable Shareholder
information, BOSTON FINANCIAL shall: (a) Submit
all new account registrations and registration changes through the Office of
Foreign Assets Control (OFAC) database and such other lists or databases
as may be required from time to time by applicable regulatory authorities on
a daily basis; (b) Submit
all account registrations through OFAC databases and such other lists or databases
as may be required from time to time by applicable regulatory authorities; (c) Submit
special payee information from checks, outgoing wires and systematic withdrawal
files through the OFAC database on a daily basis; (d) Review
redemption transactions that occur within thirty (30) days of an account establishment
or registration change or banking information change; (e) Review
wires sent pursuant to banking instructions other than those on file with BOSTON
FINANCIAL; (f) Review
accounts with small balances followed by large purchases; (g) Review
accounts with frequent activity within a specified date range followed by a
large redemption; (h) Review
purchase and redemption activity per tax identification number (TIN)
within the Trust to determine if activity for that TIN exceeded the $100,000
threshold on any given day; (i) Monitor
and track cash equivalents under $10,000 for a rolling twelve-month period;
if the threshold is exceeded, file IRS Form 8300 and issue the Shareholder notices
as required by the IRS; (j) Determine
when a suspicious activity report (SAR) should be filed as required
by regulations applicable to mutual funds; prepare and file the SAR; provide
the Trust with a copy of the SAR within a reasonable time after filing; and
notify the Trust if any further communication is received from the U.S. Department
of the Treasury or other law enforcement agencies regarding such filing; (k) Compare
account information to any FinCEN request received by the Trust and provided
to BOSTON FINANCIAL pursuant to USA PATRIOT Act Sec. 314(a). 51 Provide
the Trust with the necessary information for it to respond to such request within
required time frame; (l) (i)
Verify the identity of any person seeking to open an account with the Trust,
(ii) Maintain records of the information used to verify the persons identity,
as required, and (iii) Determine whether the person appears on any lists of
known or suspected terrorists or terrorist organizations provided to the Trust
by any government agency; (m) Conduct
due diligence and if required, enhanced due diligence in accordance with 31
C.F.R. 103.176(b) for new and existing correspondent accounts for foreign financial
institutions (as defined in 31 C.F.R. 103.175). BOSTON FINANCIAL will
perform an assessment of the money laundering risk presented by the account
based on a consideration of relevant factors in accordance with applicable law
and information provided by the foreign financial institution in a financial
institution questionnaire. If an account is determined to have a medium
or above risk-ranking, BOSTON FINANCIAL will monitor the account on a monthly
basis for unusual activity. In the situation where due diligence cannot
be completed with respect to an account, BOSTON FINANCIAL will contact the Trusts
AML Officer for further instruction. (n) Upon
the request by the Trust, conduct due diligence to determine if the Trust is
involved with any foreign jurisdiction, institution, class of transactions and
a type of account designated, from time to time, by the U.S. Department of Justice
in order to identify and take certain special measures against such
entities as required under Section 311 of the USA PATRIOT Act (31 C.F.R. 103.193). 4.1 In
the event that BOSTON FINANCIAL detects activity as a result of the foregoing
procedures, which necessitates the filing by BOSTON FINANCIAL of a SAR, a Form
8300 or other similar report or notice to OFAC, then BOSTON FINANCIAL shall
also immediately notify the Trust, unless prohibited by applicable law. 52
JPMorgan Institutional Trust
By:
George C. W. Gatch
President
Trustee and Chairman
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
President
Treasurer and Principal Financial Officer
Attorney-in-fact
September 1, 2009.
Set up Fee
US$*
US$