EX-99.(M)(2) 5 a2151171zex-99_m2.txt EXHIBIT 99(M)(2) Exhibit 99(m)(2) JPMORGAN FUNDS FORM OF COMBINED AMENDED AND RESTATED DISTRIBUTION PLAN SECTION 1. This Combined Amended and Restated Distribution Plan ("Plan") has been adopted by each of the entities listed on Schedule A, each of which is a corporation, business trust or statutory trust as indicated on Schedule A (each referred to herein as the "Trust"), with respect to one or more series of the Trust as listed in Schedule B to this Plan (each a "Fund"), pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended ("1940 Act"), and relates to the classes of shares of beneficial interest ("Shares") specified in Schedule B (each a "Class"). This Plan represents the combination, amendment and restatement of the existing distribution plans adopted under Rule 12b-1 under the 1940 Act by each Trust with respect to the Classes of Shares specified in Schedule B. SECTION 2. Each Fund may incur with respect to a Class, expenses at the annual rate listed under the column "Distribution Fee" on Schedule B, subject to the limitations imposed, from time to time, by applicable rules of the National Association of Securities Dealers, Inc. ("NASD") on each Fund and its distributor ("Distributor"). SECTION 3. Amounts set forth under the column "Distribution Fee" on Schedule B may be used to finance any activity that is primarily intended to result in the sale of the Shares, including, but not limited to, (i) the development, formulation and implementation of marketing and promotional activities, including direct mail promotions and television, radio, magazine, newspaper, electronic and media advertising; (ii) the preparation, printing and distribution of prospectuses, statements of additional information and reports and any supplements thereto (other than prospectuses, statements of additional information and reports and any supplements thereto used for regulatory purposes or distributed to existing shareholders of each Fund); (iii) the preparation, printing and distribution of sales and promotional materials and sales literature which is provided to various entities and individuals, including brokers, dealers, financial institutions, financial intermediaries, shareholders, and prospective investors in each Fund; (iv) expenditures for sales or distribution support services, including meetings with and assistance to brokers, dealers, financial institutions, and financial intermediaries and in-house telemarketing support services and expenses; (v) preparation of information, analyses, surveys, and opinions with respect to marketing and promotional activities, including those based on meetings with and feedback from the Distributor's sales force and others including potential investors, shareholders and financial intermediaries; (vi) commissions, incentive compensation, finders fees, or other compensation paid to, and expenses of employees of the Distributor, brokers, dealers, and other financial institutions and financial intermediaries that are attributable to any distribution and/or sales support activities, including interest expenses and other costs associated with financing of such commissions, incentive compensation, other compensation, fees, and expenses; (vii) travel, promotional materials, equipment, printing, delivery and mailing costs, overhead and other office expenses of the Distributor and its sales force attributable to any distribution and/or sales support activities, including meetings with brokers, dealers, financial institutions and financial intermediaries in order to provide them with information regarding the Funds and their investment process and management; (viii) the costs of administering this Plan; (ix) expenses of organizing and conducting sales seminars; and (x) any other costs and expenses relating to any distribution and/or sales support activities. To the extent that amounts paid hereunder are not used specifically to reimburse the Distributor for any such cost or expense, such amounts may be treated as compensation for the Distributor's distribution-related services. All amounts expended pursuant to the Plan shall be paid to the Distributor and are the legal obligation of the applicable Fund and not of the Distributor. SECTION 4. This Plan shall not take effect until it has been approved, together with any related agreements, by votes of the majority of both (a) the Board of Trustees of the Trust with respect to each Fund and (b) those trustees of the Trust who are not "interested persons" of each Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it ("Non-Interested Trustees"), cast in person at a meeting called, among other things, for the purpose of voting on this Plan or such agreements. SECTION 5. Unless sooner terminated pursuant to Section 7 of this Plan, this Plan shall continue in effect for a period of one year from the date it takes effect and thereafter shall continue in effect so long as such continuance is specifically approved at least annually in the manner provided in Section 4 of this Plan. SECTION 6. The Distributor shall provide to the Board of Trustees and the Board of Trustees shall review, at least quarterly, a written report of the amounts expended in accordance with the Plan and the purposes for which such expenditures were made. SECTION 7. This Plan may be terminated at any time with respect to any Class by vote of a majority of the Non-Interested Trustees, or by the "vote of a majority of the outstanding voting securities" (as defined in the 1940 Act) of such Class. SECTION 8. Any agreement related to this Plan shall be made in writing and shall provide: (a) that, with respect to any Fund or Class, such agreement may be terminated at any time, without payment of any penalty, by the vote of a majority of the Non-Interested Trustees or by the "vote of a majority of the outstanding voting securities" (as defined in the 1940 Act) of such Fund or Class, on not more than sixty (60) days' written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). SECTION 9. This Plan may not be amended with respect to any Class of any Fund to increase materially the amount of distribution expenses provided for in the column "Distribution Fee" on Schedule B hereto unless such amendment is approved by a "vote of a majority of the outstanding voting securities" (as defined in the 1940 Act) of such Class, and no material amendment to the Plan shall be made unless approved in the manner provided for in Section 4 of this Plan. Adopted: August 19, 2004, as amended effective February 19, 2005 SCHEDULE A JPMORGAN FUNDS COMBINED AMENDED AND RESTATED DISTRIBUTION PLAN (Effective February 19, 2005)
NAME OF ENTITY STATE AND FORM OF ORGANIZATION ------------------------------------------------------------------------------ J.P. Morgan Fleming Mutual Fund Group, Inc. Maryland corporation J.P. Morgan Mutual Fund Group Massachusetts business trust J.P. Morgan Mutual Fund Investment Trust Massachusetts business trust JPMorgan Trust I Delaware statutory trust Undiscovered Managers Funds Massachusetts business trust
A-1 SCHEDULE B JPMORGAN FUNDS COMBINED AMENDED AND RESTATED DISTRIBUTION PLAN (EFFECTIVE FEBRUARY 19, 2005) MONEY MARKET FUNDS
DISTRIBUTION FEE (ANNUAL RATE EXPRESSED AS A PERCENTAGE OF THE AVERAGE DAILY NET NAME AS OF FEBRUARY 19, 2005 FORMER NAME SHARE CLASS ASSETS OF EACH CLASS OF SHARES) ------------------------------------------------------------------------------------------------------------------------------------ JPMorgan 100% U.S. Treasury JPMorgan 100% U.S. Treasury Securities Money Market Fund Securities Money Market Fund Morgan 0.10% Reserve 0.25% JPMorgan California Municipal JPMorgan California Tax Free Money Money Market Fund Market Fund Morgan 0.10% JPMorgan Federal Money Market Fund JPMorgan Federal Money Market Fund Morgan 0.10% Reserve 0.25% JPMorgan New York Municipal JPMorgan New York Tax Free Money Money Market Fund Market Fund Morgan 0.10% Reserve 0.25% JPMorgan Prime Money Market Fund JPMorgan Prime Money Market Fund Reserve 0.25% Cash Management 0.50% JPMorgan Tax Free Money Market Fund JPMorgan Tax Free Money Market Fund Morgan 0.10% Reserve 0.25%
EQUITY FUNDS
DISTRIBUTION FEE (ANNUAL RATE EXPRESSED AS A PERCENTAGE OF THE AVERAGE DAILY NET NEW NAME AS OF FEBRUARY 19, 2005 NAME AS OF AUGUST 19, 2004 SHARE CLASS ASSETS OF EACH CLASS OF SHARES) ------------------------------------------------------------------------------------------------------------------------------------ JPMorgan Asia Equity Fund JPMorgan Fleming Asia Equity Fund Class A 0.25% JPMorgan Capital Growth Fund JPMorgan Capital Growth Fund Class A 0.25% Class B 0.75% Class C 0.75% JPMorgan Disciplined Equity Fund JPMorgan Disciplined Equity Fund Class A 0.25% JPMorgan Diversified Fund JPMorgan Diversified Fund Class A 0.25% Class B 0.75% Class C 0.75% JPMorgan Dynamic Small Cap Fund JPMorgan Dynamic Small Cap Fund Class A 0.25% Class B 0.75% Class C 0.75%
B-1
DISTRIBUTION FEE (ANNUAL RATE EXPRESSED AS A PERCENTAGE OF THE AVERAGE DAILY NET NEW NAME AS OF FEBRUARY 19, 2005 NAME AS OF AUGUST 19, 2004 SHARE CLASS ASSETS OF EACH CLASS OF SHARES) ------------------------------------------------------------------------------------------------------------------------------------ JPMorgan Emerging Markets Equity JPMorgan Fleming Emerging Markets Fund Equity Fund Class A 0.25% Class B 0.75% JPMorgan Global Healthcare Fund JPMorgan Global Healthcare Fund Class A 0.25% Class B 0.75% Class C 0.75% JPMorgan Growth and Income Fund JPMorgan Growth and Income Fund Class A 0.25% Class B 0.75% Class C 0.75% JPMorgan International Equity JPMorgan Fleming International Equity Fund Fund Class A 0.25% Class B 0.75% Class C 0.75% JPMorgan International Growth JPMorgan Fleming International Growth Fund Fund Class A 0.25% Class B 0.75% JPMorgan International JPMorgan Fleming International Opportunities Fund Opportunities Fund Class A 0.25% Class B 0.75% JPMorgan International Small Cap JPMorgan Fleming International Small Equity Fund Cap Equity Fund Class A 0.25% Class B 0.75% JPMorgan International Value JPMorgan Fleming International Value Fund Fund Class A 0.25% Class B 0.75% JPMorgan Intrepid America Fund JPMorgan Intrepid America Fund Class A 0.25% Class B 0.75% Class C 0.75% JPMorgan Intrepid Contrarian JPMorgan Intrepid Investor Fund Class A 0.25% Fund Class B 0.75% Class C 0.75% JPMorgan Intrepid European Fund JPMorgan Fleming Intrepid European Fund Class A 0.25% Class B 0.75% Class C 0.75% JPMorgan Intrepid Growth Fund JPMorgan Intrepid Growth Fund Class A 0.25% Class B 0.75% Class C 0.75%
B-2
DISTRIBUTION FEE (ANNUAL RATE EXPRESSED AS A PERCENTAGE OF THE AVERAGE DAILY NET NEW NAME AS OF FEBRUARY 19, 2005 NAME AS OF AUGUST 19, 2004 SHARE CLASS ASSETS OF EACH CLASS OF SHARES) ------------------------------------------------------------------------------------------------------------------------------------ JPMorgan Intrepid Value Fund JPMorgan Intrepid Value Fund Class A 0.25% Class B 0.75% Class C 0.75% JPMorgan Japan Fund JPMorgan Fleming Japan Fund Class A 0.25% Class B 0.75% JPMorgan Market Neutral Fund JPMorgan Market Neutral Fund Class A 0.25% Class B 0.75% JPMorgan Mid Cap Equity Fund JPMorgan Mid Cap Equity Fund Class A 0.25% Class B 0.75% JPMorgan Mid Cap Growth Fund JPMorgan Mid Cap Growth Fund Class A 0.25% Class B 0.75% JPMorgan Mid Cap Value Fund JPMorgan Mid Cap Value Fund Class A 0.25% Class B 0.75% Class C 0.75% JPMorgan Small Cap Equity Fund JPMorgan Small Cap Equity Fund Class A 0.25% Class B 0.75% Class C 0.75% JPMorgan Tax Aware International JPMorgan Fleming Tax Aware Opportunities Fund International Opportunities Fund Class A 0.25% JPMorgan Tax Aware U.S. Equity JPMorgan Tax Aware U.S. Equity Fund Class A 0.25% Fund Class B 0.75% Class C 0.75% JPMorgan U.S. Equity Fund JPMorgan U.S. Equity Fund Class A 0.25% Class B 0.75% Class C 0.75% JPMorgan Value Advantage Fund N/A Class A 0.25% Class B 0.75% Class C 0.75% Undiscovered Managers Behavioral Undiscovered Managers Behavioral Growth Fund Growth Fund Class A 0.25% Class B 0.75% Class C 0.75% Investor 0.35%
B-3
DISTRIBUTION FEE (ANNUAL RATE EXPRESSED AS A PERCENTAGE OF THE AVERAGE DAILY NET NEW NAME AS OF FEBRUARY 19, 2005 NAME AS OF AUGUST 19, 2004 SHARE CLASS ASSETS OF EACH CLASS OF SHARES) ------------------------------------------------------------------------------------------------------------------------------------ Undiscovered Managers Behavioral Undiscovered Managers Behavioral Value Fund Value Fund Class A 0.25% Class B 0.75% Class C 0.75% Undiscovered Managers REIT Fund Undiscovered Managers REIT Fund Class A 0.25% Class B 0.75% Class C 0.75% Undiscovered Managers Small Cap Growth Fund UM Small Cap Growth Fund Class A 0.25%
FIXED INCOME FUNDS
DISTRIBUTION FEE (ANNUAL RATE EXPRESSED AS A PERCENTAGE OF THE AVERAGE DAILY NET NEW NAME AS OF FEBRUARY 19, 2005 NAME AS OF AUGUST 19, 2004 SHARE CLASS ASSETS OF EACH CLASS OF SHARES) ------------------------------------------------------------------------------------------------------------------------------------ JPMorgan Bond Fund JPMorgan Bond Fund Class A 0.25% Class B 0.75% Class C 0.75% JPMorgan California Tax Free Bond Fund JPMorgan California Bond Fund Class A 0.25% Class B 0.75% Class C 0.75% Class A 0.25% JPMorgan Enhanced Income Fund JPMorgan Enhanced Income Fund JPMorgan Global Strategic Income JPMorgan Global Strategic Income Fund Class A 0.25% Fund Class B 0.75% Class C 0.75% Class M 0.50% JPMorgan Intermediate Tax Free JPMorgan Intermediate Tax Free Income Bond Fund Fund Class A 0.25% Class B 0.75% Class C 0.75% JPMorgan New Jersey Tax Free JPMorgan New Jersey Tax Free Income Bond Fund Fund Class A 0.25% Class B 0.75% Class C 0.75%
B-4
DISTRIBUTION FEE (ANNUAL RATE EXPRESSED AS A PERCENTAGE OF THE AVERAGE DAILY NET NEW NAME AS OF FEBRUARY 19, 2005 NAME AS OF AUGUST 19, 2004 SHARE CLASS ASSETS OF EACH CLASS OF SHARES) ------------------------------------------------------------------------------------------------------------------------------------ JPMorgan New York Tax Free Bond JPMorgan New York Intermediate Tax Fund Free Income Fund Class A 0.25% Class B 0.75% Class C 0.75% JPMorgan Short Term Bond Fund JPMorgan Short Term Bond Fund Class A 0.25% JPMorgan Short Term Bond Fund II JPMorgan Short Term Bond Fund II Class A 0.25% Class M 0.35% JPMorgan Tax Aware Enhanced JPMorgan Tax Aware Enhanced Income Income Fund Fund Class A 0.25% JPMorgan Tax Aware Real Income JPMorgan Tax Aware Real Income Fund Class A 0.25% Fund Class B 0.75% Class C 0.75%
B-5