Administrative Sub-Accounting Agreement [Form] (2011)Full Document 

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ADMINISTRATIVE SUB-ACCOUNTING AGREEMENT

AGREEMENT made by and between the institution executing this Agreement ("Financial Intermediary"), and the investment companies executing this Agreement (each a "Trust" and collectively the "Trusts") on behalf of themselves and each of their series or classes of shares (each a "Fund", collectively, the "Funds").

WHEREAS, Financial Intermediary is registered under the Securities Exchange Act of 1934, as amended, as a broker-dealer and has entered into a Mutual Fund Sales Agreement with JPMorgan Distribution Services, Inc., the Funds’ distributor pursuant to which Financial Intermediary sells and makes available shares of the Funds to its customers; and

WHEREAS, for the convenience of its customers, Financial Intermediary is the record owner of such shares and tracks the beneficial ownership of such shares and distributes dividends and shareholder information and performs other services with respect to its customers’ accounts; and

WHEREAS, the parties have agreed to move certain Fund share positions of Financial Intermediary’s customers, which are currently carried in Network Level 3 accounts pursuant to the parties’ Depository Trust Clearing Corporation’s ("DTCC") Networking Agreements, to one or more master or omnibus accounts ("Omnibus Accounts") on the books and records of the Fund’s transfer agent ("Transfer Agent") registered in the name of Financial Intermediary as the nominee (the process of moving the said positions is referred to below as the "Conversion"); and

WHEREAS, to support such omnibus arrangement, Financial Intermediary has agreed to provide sub-accounting, recordkeeping and other administrative services with respect to such customer positions; and

WHEREAS, the Funds receive a direct benefit from Financial Intermediary performing services that the Funds would otherwise perform, or have performed, with respect to such customer positions.

NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter contained, each party hereto agrees as follows:

1. Performance of Services. Commencing upon completion of the Conversion, Financial Intermediary will perform the services specified on Schedule A hereto (the "Services") with respect to its customers that maintain in their Financial Intermediary accounts shares of the Funds and classes (i.e. CUSIPs) designated by Financial Intermediary as eligible for the Services (each a "Customer" and collectively, the "Customers").

2. Transactions in shares.

(a) The Funds will execute all accepted orders for the purchase of shares of the Funds ("Shares") at the next determined public offering price per Share (i.e., the net asset value per Share plus the applicable initial sales load, if any) and the Funds will execute all accepted orders for the redemption of any Shares at the next determined net asset value per Share, in each case as described in the Funds’ then current prospectus ("Prospectus"). The Funds reserve the right to reject any purchase request in their sole discretion.

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(b) Financial Intermediary certifies that it will at all times follow relevant rules, regulations and requirements in connection with the handling of orders for transactions in the Funds, including without limitation:

(i) Rule 22c-1(a) and other applicable rules under the Investment Company Act of 1940, as amended ("Investment Company Act");

(ii) the provisions of this Agreement; and

(iii) the Prospectus.

(c) Financial Intermediary further certifies that it:

(i) has adopted and implemented and will monitor, on a continuous basis, its compliance with procedures reasonably designed to prevent violations of relevant law, regulation and Prospectus requirements with respect to late trading, market timing and abusive trading practices;

(ii) has determined that each of Financial Intermediary Agents (as defined below) that accept orders for shares on the Fund’s behalf has adopted and implemented and will monitor, on a continuous basis, its compliance with its own internal procedures reasonably designed to prevent violations of relevant law, regulation and Prospectus requirements with respect to late trading, market timing and abusive trading practices;

(iii) upon request, will provide information and further certification to the Funds or their designee to verify compliance with this Section 2; and

(iv) will cooperate in monitoring and enforcing the Trust’s market timing, late trading, and any redemption fee policies as set forth in the Prospectus and such other policies established by the Trust from time to time.

(d) The Financial Intermediary agrees that neither the Funds, the Funds’ distributor nor any of their affiliates or agents will have any responsibility or liability to review any purchase or redemption request which is presented by Financial Intermediary (i) to determine whether such request is genuine or authorized by the Customer or (ii) to determine the suitability of a particular Fund or class of Shares for such Customer. The Funds, the Funds’ distributor and their affiliates and agents will be entitled to rely conclusively on any purchase or redemption request communicated to the Funds by Financial Intermediary, and will have no liability whatsoever for any losses, claims or damages to or against Financial Intermediary or any Customer resulting from the

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