JPMorgan Value Opportunities Fund, Inc.
SHAREHOLDER SERVICING AGREEMENT
THIS AGREEMENT, dated as of December 31, 2001, by and between JPMorgan
Value Opportunuties Fund, Inc., a corporation organized under the laws of
Maryland (the "Fund"), and JPMORGAN CHASE BANK, a New York trust company
("Xxxxxx").
W I T N E S S E T H:
WHEREAS, the Fund is a diversified open-end investment management
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, transactions in Class A and Class B shares of the Fund
("Shares") may be made by investors who are using the services of a financial
institution or broker-dealer which is acting as shareholder servicing agent
pursuant to an agreement with the Fund or its distributor; and
WHEREAS, Xxxxxx wishes to act as the shareholder servicing agent for
its customers and for other investors in the Fund who are customers of an
Eligible Institution as contemplated by the currently effective prospectus for
the Shares of the Fund (the "Customers") in performing certain administrative
functions in connection with purchases and redemptions of Shares from time to
time upon the order and for the account of Customers and to provide related
services to Customers in connection with their investments in the Fund; and
WHEREAS, it is in the interest of the Fund to make the shareholder
services of Xxxxxx available to Customers who are or may become shareholders of
the Fund; and
NOW, THEREFORE, the Fund and Xxxxxx hereby agree as follows:
1. Appointment. Xxxxxx hereby agrees to perform certain shareholder
services as agent for Customers with respect to the Fund (as defined in the
next sentence) as hereinafter set forth. The Fund may enter into other
shareholder servicing or similar agreement, in writing, with other
financial institutions.
2. Services to be Performed.
2.1. Shareholder Services. Xxxxxx shall be responsible for performing
shareholder account administrative and servicing functions, which shall
include without limitation:
(a) answering Customer inquiries regarding account status and history,
the manner in which purchases and redemptions of the Shares may be
effected, and certain other matters pertaining to the Fund;
(b) assisting Customers in designating and changing dividend options,
account designations and addresses;
(c) providing necessary personnel and facilities to coordinate the
establishment and maintenance of shareholder accounts and records with the
Fund's transfer agent;
(d) receiving Customers' purchase and redemption orders on behalf of,
and transmitting such orders to the Fund's transfer agent;
(e) arranging for the wiring or other transfer of funds to and from
Customer accounts in connection with Customer orders to purchase or redeem
Shares;
(f) verifying purchase and redemption orders, transfers among and
changes in Customer-designated accounts;
(g) informing the distributor of the Fund of the gross amount of
purchase and redemption orders for Shares;
(h) monitoring the activities of the Fund's transfer agent related to
Customers' accounts, and to statements, confirmations or other reports
furnished to Customers by the Fund's transfer agent; and
(i) providing such other related services as the Fund or a Customer
may reasonably request, to the extent permitted by applicable law. Xxxxxx
shall provide all personnel and facilities necessary in order for it to
perform the functions contemplated by this paragraph with respect to
Customers.
2.2 Standard of Services. All services to be rendered by Xxxxxx
hereunder shall be performed in a professional, competent and timely manner
subject to the supervision of the Directors of the Fund. The details of the
operating standards and procedures to be followed by Xxxxxx in the
performance of the services described above shall be determined from time
to time by agreement between Xxxxxx and the Fund.
3. Fees. As full compensation for the services described in Section 2
hereof and expenses incurred by Xxxxxx, the Fund shall pay Xxxxxx a fee at
an annual rate of the daily net asset values of each class of the Fund's
shares owned by or for Customers and attributable to the Fund as set forth
on Schedule A attached hereto. This fee will be computed daily and will be
payable as agreed by the Fund and Xxxxxx, but no more frequently than
monthly.
4. Information Pertaining to the Shares; Etc. Xxxxxx and its officers,
employees and agents are not authorized to make any representations
concerning the Fund or the Shares except to communicate to Customers
accurately factual information contained in the Fund's Prospectus and
Statement of Additional Information and objective historical performance
information. Xxxxxx shall act as agent for Customers only in furnishing
information regarding the Fund or the Shares and shall have no authority to
act as agent for the Fund in its capacity as shareholder servicing agent
hereunder.
During the term of this Agreement, the Fund agrees to furnish Xxxxxx
all prospectuses, statements of additional information, proxy statements,
reports to shareholders, sales literature, or other material the Fund will
distribute to shareholders of the Fund or the public, which refer in any
way to Xxxxxx, and Xxxxxx agrees to furnish the Fund all material prepared
for Customers, in each case prior to use thereof, and not to use such
material if the other party reasonably objects in writing within five
business days (or such other time as may be mutually agreed in writing)
after receipt thereof. In the event of termination of this Agreement, the
Fund will continue to furnish to Xxxxxx copies of any of the
above-mentioned materials which refer in any way to Xxxxxx. The Fund shall
furnish or otherwise make available to Xxxxxx such other information
relating to the business affairs of the Fund as Xxxxxx at any time, or from
time to time, reasonably requests in order to discharge its obligations
hereunder.
Nothing in this Section 4 shall be construed to make the Fund liable
for the use of any information about the Fund which is disseminated by
Xxxxxx.
5. Use of Xxxxxx'x Name. The Fund shall not use the name of Xxxxxx in
any prospectus, sales literature or other material relating to the Fund in
a manner not approved by Xxxxxx prior thereto in writing; provided,
however, that the approval of Xxxxxx shall not be required for any use of
its name which merely refers in accurate and factual terms to its
appointment hereunder or as investment advisor to the Fund or which is
required by the Securities and Exchange Commission or any state securities
authority or any other appropriate regulatory, governmental or judicial
authority; provided, further, that in no event shall such approval be
unreasonably withheld or delayed.
6. Use of the Fund's Name. Xxxxxx shall not use the name of the Fund
on any checks, bank drafts, bank statements or forms for other than
internal use in a manner not approved by the Fund prior thereto in writing;
provided, however, that the approval of the Fund shall not be required for
the use of the Fund's name in connection with communications permitted by
Sections 2 and 4 hereof or for any use of the Fund's name which merely
refers in accurate and factual terms to Xxxxxx'x role hereunder or as
investment advisor to the Fund or which is required by the Securities and
Exchange Commission or any state securities authority or any other
appropriate regulatory, governmental or judicial authority; provided,
further, that in no event shall such approval be unreasonably withheld or
delayed.
7. Security. Xxxxxx represents and warrants that the various
procedures and systems which it has implemented with regard to safeguarding
from loss or damage attributable to fire, theft or any other cause any Fund
records and other data and Xxxxxx'x records, data, equipment, facilities
and other property used in the performance of its obligations hereunder are
adequate and that it will make such changes therein from time to time as in
its judgment are required for the secure performance of its obligations
hereunder. The parties shall review such systems and procedures on a
periodic basis, and the Fund shall from time to time specify the types of
records and other data of the Fund to be safeguarded in accordance with
this Section 7.
8. Compliance with Laws; etc. Xxxxxx shall comply with all applicable
federal and state laws and regulations. Xxxxxx represents and warrants to
the Fund that the performance of all its obligations hereunder will comply
with all applicable laws and regulations, the provisions of its charter
documents and by-laws and all material contractual obligations binding upon
Xxxxxx. Xxxxxx furthermore undertakes that it will promptly inform the Fund
of any change in applicable laws or regulations (or interpretations
thereof) which would prevent or impair full performance of any of its
obligations hereunder.
9. Force Majeure. Xxxxxx shall not be liable or responsible for delays
or errors by reason of circumstances beyond its control, including, but not
limited to, acts of civil or military authority, national emergencies,
labor difficulties, fire, mechanical breakdown, flood or catastrophe, Acts
of God, insurrection, war, riots or failure of communication or power
supply.
10. Indemnification.
10.1. Indemnification of Xxxxxx. The Fund will indemnify and hold
Xxxxxx harmless, from all losses, claims, damages, liabilities or expenses
(including reasonable fees and disbursements of counsel) from any claim,
demand, action or suit (collectively, "Claims") (a) arising in connection
with misstatements or omissions in the Fund's Prospectus, actions or
inactions by the Fund or any of its agents or contractors or the
performance of Xxxxxx'x obligations hereunder and (b) not resulting from
the willful misfeasance, bad faith, or gross negligence of Xxxxxx, its
officers, employees or agents, in the performance of Xxxxxx'x duties or
from reckless disregard by Xxxxxx, its officers, employees or agents of
Xxxxxx'x obligations and duties under this Agreement. Notwithstanding
anything herein to the contrary, the Fund will indemnify and hold Xxxxxx
harmless from any and all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses) resulting from any Claim
as a result of Xxxxxx'x acting in accordance with any written instructions
reasonably believed by Xxxxxx to have been executed by any person duly
authorized by the Fund, or as a result of acting in reliance upon any
instrument or stock certificate reasonably believed by Xxxxxx to have been
genuine and signed, countersigned or executed by a person duly authorized
by the Fund, excepting only the gross negligence or bad faith of Xxxxxx.
In any case in which the Fund may be asked to indemnify or hold Xxxxxx
harmless, the Fund shall be advised of all pertinent facts concerning the
situation in question and Xxxxxx shall use reasonable care to identify and
notify the Fund promptly concerning any situation which presents or appears
likely to present a claim for indemnification against the Fund. The Fund
shall have the option to defend Xxxxxx against any Claim which may be the
subject of indemnification under this Section 10.1. In the event that the
Fund elects to defend against such Claim, the defense shall be conducted by
counsel chosen by the Fund and reasonably satisfactory to Xxxxxx. Xxxxxx
may retain additional counsel at its expense. Except with the prior written
consent of the Fund, Xxxxxx shall not confess any Claim or make any
compromise in any case in which the Fund will be asked to indemnify Xxxxxx.
10.2. Indemnification of the Fund. Without limiting the rights of the
Fund under applicable law, Xxxxxx will indemnify and hold the Fund harmless
from all losses, claims, damages, liabilities or expenses (including
reasonable fees and disbursements of counsel) from any Claim (a) resulting
from the willful misfeasance, bad faith or gross negligence of Xxxxxx, its
officers, employees, or agents, in the performance of Xxxxxx'x duties or
from reckless disregard by Xxxxxx, its officers, employees or agents of
Xxxxxx'x obligations and duties under this Agreement, and (b) not resulting
from Xxxxxx'x actions in accordance with written instructions reasonably
believed by Xxxxxx to have been executed by any person duly authorized by
the Fund, or in reliance upon any instrument or stock certificate
reasonably believed by Xxxxxx to have been genuine and signed,
countersigned or executed by a person authorized by the Fund.
In any case in which Xxxxxx may be asked to indemnify or hold the Fund
harmless, Xxxxxx shall be advised of all pertinent facts concerning the
situation in question and the Fund shall use reasonable care to identify
and notify Xxxxxx promptly concerning any situation which presents or
appears likely to present a claim for indemnification against Xxxxxx.
Xxxxxx shall have the option to defend the Fund against any Claim which may
be the subject of indemnification under this Section 10.2. In the event
that Xxxxxx elects to defend against such Claim, the defense shall be
conducted by counsel chosen by Xxxxxx and reasonably satisfactory to the
Fund. The Fund may retain additional counsel at its expense. Except with
the prior written consent of Xxxxxx, the Fund shall not confess any Claim
or make any compromise in any case in which Xxxxxx will be asked to
indemnify the Fund.
10.3. Survival of Indemnities. The indemnities granted by the parties
in this Section 10 shall survive the termination of this Agreement.
11. Insurance. Xxxxxx shall maintain reasonable insurance coverage
against any and all liabilities which may arise in connection with the
performance of its duties hereunder.
12. Further Assurances. Each party agrees to perform such further acts
and execute further documents as are necessary to effectuate the purposes
hereof.
13. Termination. This Agreement shall continue in effect for a period
of one year and may thereafter be renewed by the Directors of the Fund;
provided, however, that this Agreement may be terminated by the Fund at any
time without the payment of any penalty, by the Directors of the Fund or by
vote of a majority of the outstanding voting securities (as defined in the
0000 Xxx) of the Fund, upon not less than six (6) months' written notice to
Xxxxxx or by Xxxxxx at any time, without the payment of any penalty, on not
less than ninety (90) days' written notice to the Fund. This Agreement
shall terminate automatically in the event of its assignment (as defined in
the 1940 Act).
14. Subcontracting by Xxxxxx. Xxxxxx may subcontract for the
performance of its obligations hereunder with any one or more persons,
including but not limited to any one or more persons which is an affiliate
of Xxxxxx; provided however, unless the Fund otherwise expressly agrees in
writing, Xxxxxx shall be as fully responsible to the Fund for the acts and
omissions of any subcontractor as it would be for its own acts or
omissions.
15. Nothing in this Agreement shall limit or restrict the right of
Xxxxxx to engage in any other business or to render services of any kind to
any other corporation, firm, individual or association.
16. Changes; Amendments. This Agreement may be amended only by mutual
written consent.
17. Notices. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or
mailed by registered mail, postage prepaid, (1) to Xxxxxx at Xxxxxx
Guaranty Trust Company of New York, Attention: Managing Director, Funds
Management Division, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 or (2) to the
Fund at Washington Management Corporation, 0000 Xxxxxxx Xxxxxx, XX, Xxxxx
000, Xxxxxxxxxx, XX 00000, Attention: Xxxxxxx X. Xxxxxx, President, or at
such other address as either party may designate by notice to the other
party.
18. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
written.
JPMorgan Value Opportunities Fund, Inc.
By:________________________
Name: Xxxxxxx X. Xxxxxx
Title: President
JPMORGAN CHASE BANK
By:________________________
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
SCHEDULE A
Fee Rate per Annum
JPMorgan Value Opportunities Fund, Inc. Class A Shares up to 0.25%
JPMorgan Value Opportunities Fund, Inc. Class B Shares 0.25%
BUSINESS MANAGEMENT AGREEMENT
AGREEMENT made this 31st day of December 2001, between JPMORGAN VALUE
OPPORTUNITIES FUND, INC. (a Maryland corporation, hereinafter referred to as the
"Fund"), and WASHINGTON MANAGEMENT CORPORATION (a Delaware corporation,
hereinafter referred to as the "Corporation").
WHEREAS, the Fund is a registered investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Corporation is experienced and able to act as business manager
of the Fund;
NOW, THEREFORE, for good and valuable consideration, the receipt whereof is
hereby acknowledged, and the mutual performance of undertakings herein, it is
agreed by and between the parties hereto as follows:
1. Services to be Provided by the Corporation. The Corporation, as
business manager for the Fund, will, at its own expense:
a. Furnish to the Fund the services of its employees and agents in
the management and conduct of the corporate business and affairs
of the Fund;
b. Provide the services of its officers as administrative executives
of the Fund and the services of any directors of the Fund who are
"interested persons" of the Corporation or its affiliates, as
that term is defined in the Act, subject in each case to their
individual consent to serve and to applicable legal limitations;
c. Provide office space, secretarial and clerical services and wire
and telephone services (not including toll charges, which will be
reimbursed), and monitor and review Fund contracted services and
the distribution plan;
d. Prepare periodic reports to the Fund's stockholders and prepare
and file, with such advice of counsel as reasonably deemed
necessary by the Corporation, such documents and other papers as
may be required to comply with the rules, regulations and
requirements of the Securities and Exchange Commission ("SEC")
and other governmental agencies, whether state or federal; and
e. Report to the Directors concerning its activities pursuant to
this Agreement at regular meetings of the Directors and at such
other times as the Directors may request.
2. Expenses. The Corporation shall bear expenses incurred by it which are
necessary for the performance of its duties and activities specified
in the Agreement, except such expenses as are assumed by the Fund
under this Agreement. The Corporation (or its affiliates, as
applicable) will also pay the compensation and expenses of all
officers and executive employees of the Fund who are directors,
officers or employees of the Corporation or of its affiliates and will
make available or cause to be made available, without expense to the
Fund, the services of such of the directors, officers and employees of
the Corporation or its affiliates as may duly be elected officers or
directors of the Fund, subject to their individual consent to serve
and to any limitations imposed by law. The Fund shall bear all of its
other expenses incurred in its operation and not specifically assumed
by the Corporation. The expenses assumed by the Fund shall include,
without limitation: organizational expenses of the Fund; fees and
expenses incurred in connection with the Fund's membership in
investment company organizations; fees of the investment adviser;
interest expenses; taxes and governmental fees; distribution fees;
brokerage commissions and other expenses incurred in acquiring or
disposing of the Fund's portfolio securities; expenses of registering
and qualifying the Fund's shares for sale with the Securities and
Exchange Commission and with various state securities authorities; the
expenses of qualifying the Fund to do business in jurisdictions where
such qualification is required; accounting, auditing and legal costs;
the cost of preparing share certificates or any other expenses,
including clerical and administrative expenses, related to the issue,
redemption and repurchase of Fund shares; insurance premiums; fees and
expenses of the Custodian and Transfer Agent for the Fund and for any
related services; expenses of obtaining quotations on the Fund's
portfolio securities and pricing of the Fund's shares; expenses of
shareholders' meetings; expenses of preparing and distributing
reports, proxies and prospectuses to existing shareholders; and
expenses and fees of the Fund's Directors who are not "interested
persons" of the Fund, as that term is defined in the 1940 Act.
3. Compensation. For the services provided and the expenses assumed by
the Corporation, the Fund shall pay to the Corporation a fee, computed
daily and to be paid on or about the 10th day of each month, equal on
an annual basis to: 0.175% of the average daily net assets of the
Fund.
The term "average daily net assets of the Fund" is defined as the
average of the values placed on the net assets of the Fund as of the
close of the New York Stock Exchange, on each day on which the net
asset value of the portfolio of the Fund is determined consistent with
the provisions of Rule 22c-1 under the 1940 Act or, if the Fund
lawfully determines the value of the net assets of its portfolio as of
some other time on each business day, as of such time. The value of
the net assets of the Fund shall be determined pursuant to the
applicable provisions of the Fund's then current Registration
Statement under the 1940 Act and the Securities Act of 1933
("Registration Statement"). If, pursuant to such provisions, the
determination of net asset value is suspended for any particular
business day, then for the purposes of this paragraph 3, the value of
the net assets of the Fund shall be deemed to be the value of such net
assets as last determined in accordance with the Registration
Statement. If the determination of the net asset value of the Fund has
been suspended pursuant to the Registration Statement for a period
including a month for which payment pursuant to this Agreement is due,
the Corporation's compensation payable at the end of such month shall
be computed on the basis of the value of the net assets of the Fund as
last determined (whether during or prior to such month).
4. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Corporation hereby agrees that all records
which it maintains or causes to be maintained for the Fund are the
property of the Fund and further agrees to surrender promptly to the
Fund any of such records upon the Fund's request. The Corporation
further agrees to preserve or cause to be preserved for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
5. Sub-contracts. The Corporation may, from time to time, at its own
expense, employ or associate with itself such person or persons as it
believes necessary to assist it in carrying out its obligations under
this Agreement.
6. Limitation of Liability. Except as may otherwise be required by the
1940 Act or the rules thereunder, neither the Corporation nor its
stockholders, officers, directors, employees or agents shall be
subject to any liability for, or any damages, expenses or losses
incurred in connection with, any act or omission connected with or
arising out of any services rendered under this Agreement, except by
reason of willful misfeasance, bad faith or gross negligence in the
performance of the Corporation's duties or by reason of reckless
disregard of the Corporation's obligations and duties under this
Agreement. Notwithstanding the foregoing, the Corporation shall not be
liable to the Fund for the acts and omissions of any party engaged by
the Corporation to assist it in carrying out its obligations under
this Agreement except to the extent that such party is liable to the
Corporation for such acts and omissions pursuant to the contract under
which the Corporation shall have retained such party. Any person, even
though also employed by the Corporation, who may be or become an
employee of and paid by the Fund shall be deemed, when acting within
the scope of his employment by the Fund, to be acting in such
employment solely for the Fund and not as the employee or agent of the
Corporation.
7. Services Not Exclusive. It is understood that the services of the
Corporation are not exclusive, and nothing in this Agreement shall
prevent the Corporation, or any affiliate thereof, from providing
similar services to other investment companies (whether or not their
investment objectives and policies are similar to those of the Fund)
or other clients or from engaging in other activities.
8. Duration and Termination. This Agreement shall become effective as of
December 31, 2001, 4:00 PM EST and shall continue in force until
December 31, 2002, if not sooner terminated. This Agreement shall
continue in effect for successive 12-month periods, unless terminated,
provided that each such continuance is specifically approved at least
annually by (a) the vote of a majority of the entire Board of
Directors of the Fund, or by the vote of a majority of the outstanding
voting securities of the Fund (as defined in the 1940 Act), and (b)
the vote of a majority of those Directors who are not parties to this
Agreement or interested persons (as such term is defined in the 0000
Xxx) of any such party cast in person at a meeting called for the
purpose of voting on such approval. This Agreement may be terminated
at any time without payment of any penalty, by the Fund upon the vote
of a majority of the Fund's Board of Directors or by a majority of the
outstanding voting securities of the Fund, or by the Corporation, in
each case, on sixty (60) days' written notice to the other party. This
Agreement shall automatically terminate in the event of its assignment
(as such term is defined in the 1940 Act).
9. Amendments. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
10. Miscellaneous.
a. This Agreement shall be construed in accordance with the laws of
the State of Maryland, provided that nothing herein shall be
construed in a manner inconsistent with the 1940 Act, as amended,
or rules or orders of the Securities and Exchange Commission
thereunder.
b. The captions of this Agreement are included for convenience only
and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
c. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby and, to this extent,
the provisions of this Agreement shall be deemed to be severable.
d. The Corporation shall for all purposes herein be deemed to be an
independent contractor and shall have, unless otherwise expressly
provided or authorized, no authority to act for or represent the
Fund in any way or otherwise be deemed an agent of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
JPMORGAN VALUE OPPORTUNITIES FUND, INC.
Attest:
_____________________ By:_______________________________
WASHINGTON MANAGEMENT CORPORATION
Attest:
_____________________ By:______________________________
