PORTFOLIOS LISTED ON EXHIBIT I
RESTATED ADMINISTRATIVE SERVICES AGREEMENT
RESTATED ADMINISTRATIVE SERVICES AGREEMENT, dated as of August 1, 1996,
by and between each of the Portfolios listed on Exhibit I, each a New York trust
(a "Portfolio"), and Xxxxxx Guaranty Trust Company of New York, a New York trust
company ("Xxxxxx").
W I T N E S S E T H:
WHEREAS, each Portfolio is engaged in business as an open-end
investment company registered under the Investment Company Act of 1940
(collectively with the rules and regulations promulgated thereunder, the "1940
Act");
WHEREAS, each Portfolio wishes to engage Xxxxxx to provide certain
administrative services for the Portfolio, and Xxxxxx is willing to provide such
services for the Portfolio, on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. DUTIES OF XXXXXX. Subject to the general direction and control of
the Board of Trustees of the Portfolio, Xxxxxx shall perform such administrative
and related services as may from time to time be reasonably requested by the
Portfolio, which shall include without limitation: a) arranging for the
preparation and filing of the Portfolio's tax returns and preparing financial
statements and other financial reports for review by the Portfolio's independent
auditors; b) coordinating the Portfolio's annual audit; c) developing the
Portfolio's budget and establishing its rate of expense accrual; d) overseeing
the Portfolio's custodian (the "Custodian") and transfer agent and other service
providers, including monitoring the daily income accrual and collection, expense
accrual and disbursement, and computation of the Portfolio's net asset value;
verifying the calculation of performance data for the Portfolio; monitoring the
trade reporting for portfolio securities transactions; monitoring the pricing of
portfolio securities and compliance with amortized cost procedures, if
applicable; monitoring the computation of the Portfolio's income and capital
gains (losses) and confirming that they have been properly allocated to the
holders of record; and monitoring services provided by the Custodian under
Article 8 of its Custodian Contract; e) taking responsibility for compliance
with all applicable federal securities and other regulatory requirements; f)
taking responsibility for monitoring the tax status of the Portfolio so that its
investors can qualify as regulated investment companies under the Internal
Revenue Code of 1986; g) arranging for preparation of agendas and
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supporting documents for and minutes of meetings of Trustees, committees of
Trustees, and investors; h) maintaining books and records relating to such
services; and i) providing such other related services as the Portfolio may
reasonably request, to the extent permitted by applicable law. Xxxxxx shall
provide all personnel and facilities necessary in order for it to provide the
services contemplated by this paragraph.
Xxxxxx assumes no responsibilities under this Agreement other than to
render the services called for hereunder, on the terms and conditions provided
herein. In the performance of its duties under this Agreement, Xxxxxx will
comply with the provisions of the Declaration of Trust and By-Laws of the
Portfolio and the Portfolio's stated investment objective, policies and
restrictions, and will use its best efforts to safeguard and promote the welfare
of the Portfolio, and to comply with other policies which the Board of Trustees
may from time to time determine.
2. BOOKS AND RECORDS. Xxxxxx shall with respect to each Portfolio
create and maintain all records relating to its activities and obligations under
this Agreement in such manner as will meet the obligations of the Portfolio
under the 1940 Act, with particular attention to Section 31 thereof and Rules
31a-1 and 31a-2 thereunder. All such records shall be the property of the
Portfolio and shall at all times during the regular business hours of Xxxxxx be
open for inspection by duly authorized officers, employees or agents of the
Securities and Exchange Commission. In compliance with the requirements of Rule
31a-3 under the 1940 Act, Xxxxxx hereby agrees that all records which it
maintains for the Portfolio are the property of the Portfolio and further agrees
to surrender promptly to the Portfolio any such records upon the Portfolio's
request.
3. LIAISON WITH AND OPINION OF THE PORTFOLIO'S INDEPENDENT PUBLIC
ACCOUNTANTS.
3.1. Xxxxxx shall act as liaison with the Portfolio's independent
public accountants and shall provide, upon request, account analyses, fiscal
year summaries and other audit-related schedules. Xxxxxx shall take all
reasonable action in the performance of its obligations under this Agreement to
assure that the necessary information is made available to such accountants for
the expression of their opinion, as such may be required by the Portfolio from
time to time.
3.2. Xxxxxx shall take all reasonable action, as the Portfolio may from
time to time request, to obtain from year to year favorable opinions from the
Portfolio's independent public accountants with respect to its activities
hereunder in connection with the preparation of the Portfolio's registration
statement on Form N-1A, reports on Form N-SAR or other periodic reports to the
Securities and Exchange Commission and with respect to any other requirements of
such Commission.
4. ALLOCATION OF CHARGES AND EXPENSES. Xxxxxx shall bear all of the
expenses incurred in connection with carrying out its duties hereunder. The
Portfolio shall pay the usual, customary or extraordinary expenses incurred
by the Portfolio, including without limitation
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compensation of Trustees; federal and state governmental fees; interest charges;
taxes; membership dues in the Investment Company Institute allocable to the
Portfolio; fees and expenses of any provider other than Xxxxxx of services to
the Portfolio under a co- administration agreement (the "Co-Administrator"),
Xxxxxx pursuant to the Investment Advisory Agreement and this Agreement,
Xxxxxxxx Group, Inc. pursuant to the Portfolio Fund Services Agreement, the
Custodian for all services to the Portfolio (including safekeeping of funds and
securities and maintaining required books and accounts), independent auditors,
legal counsel and of any transfer agent, registrar or dividend disbursing agent
of the Portfolio; brokerage expenses; expenses of preparing, printing and
mailing reports, notices, proxy statements and reports to investors and
governmental offices and commissions; expenses of preparing, printing and
mailing agendas and supporting documents for meetings of Trustees and committees
of Trustees; insurance premiums; expenses of calculating the net asset value of
interests in the Portfolio; expenses of meetings of investors in the Portfolio;
expenses relating to the issuance of interests in the Portfolio; and litigation
and indemnification expenses.
5. COMPENSATION OF XXXXXX. For the services to be rendered and the
expenses to be borne by Xxxxxx hereunder, the Portfolio shall pay Xxxxxx a fee
at an annual rate as set forth on Schedule A attached hereto. This fee will be
computed daily and payable as agreed by the Portfolio and Xxxxxx, but no more
frequently than monthly.
6. LIMITATION OF LIABILITY OF XXXXXX. Xxxxxx shall not be liable for
any error of judgment or mistake of law or for any act or omission in the
performance of its duties hereunder, except for willful misfeasance, bad faith
or gross negligence in the performance of its duties, or by reason of the
reckless disregard of its obligations and duties hereunder.
7. ACTIVITIES OF XXXXXX. The services of Xxxxxx to the Portfolio are
not to be deemed to be exclusive, Xxxxxx being free to engage in any other
business or to render services of any kind to any other corporation, firm,
individual or association.
8. TERMINATION. This Agreement may be terminated at any time, without
the payment of any penalty, by the Board of Trustees of the Portfolio or by
Xxxxxx, in each case on not more than 60 days' nor less than 30 days' written
notice to the other party.
9. SUBCONTRACTING BY XXXXXX. Xxxxxx may subcontract for the performance
of its obligations hereunder with any one or more persons; PROVIDED, HOWEVER,
that, unless the Portfolio otherwise expressly agrees in writing, Xxxxxx shall
be as fully responsible to the Portfolio for the acts and omissions of any
subcontractor as it would be for its own acts or omissions.
10. FURTHER ACTIONS. Each party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.
11. AMENDMENTS. This Agreement may be amended only by mutual written
consent.
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12. MISCELLANEOUS. This Agreement embodies the entire agreement and
understanding between the parties hereto and supersedes all prior agreements,
terminations, extensions or other understandings relating to Xxxxxx'x provision
of financial, fund accounting oversight or administrative services for the
Portfolio. 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. Should any part of this Agreement
be held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. This Agreement shall
be binding and shall inure to the benefit of the parties hereto and their
respective successors, to the extent permitted by law.
13. NOTICE. 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, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Funds Management, or (2) to the Portfolio at its principal place
of business as provided to Xxxxxx, Attention: Treasurer.
14. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
15. ADDITIONAL PORTFOLIOS. This agreement may be made applicable to
any additional Portfolio from time to time by agreement of Xxxxxx and each
such Portfolio and the adding of such Portfolio to Exhibit I.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written. The
undersigned officer of each Portfolio has executed this Agreement not
individually, but as an officer of the Portfolio under the Portfolio's
Declaration of Trust, dated as set forth on Exhibit I, and the obligations of
this Agreement are not binding upon any of the Trustees or investors of the
Portfolio individually, but bind only the trust estate.
EACH PORTFOLIO LISTED ON EXHIBIT I
By /s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx, Vice President
and Secretary
Attest: /s/ X. XxXxxx
Xxxxxx X. XxXxxx
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx,
Vice President
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ADDENDUM
ADDENDUM, dated February 13, 1997, to the Restated Administrative
Services Agreement made as of the 1st day of August 1996 (the "Agreement")
between each of trusts set forth on Exhibit I hereto and Xxxxxx Guaranty Trust
Company of New York.
Effective February 13, 1997, The Global Strategic Income Portfolio (the
"Trust") shall be added to Exhibit I to the Agreement so that such Exhibit I
shall include the Trust.
THE GLOBAL STRATEGIC INCOME PORTFOLIO
By /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
President
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Xxxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxx
Vice President
SCHEDULE A
ADMINISTRATIVE SERVICES FEES
PORTFOLIOS LISTED ON EXHIBIT I
The annual administrative services fee charged to and payable by each
Portfolio listed on Exhibit I, as amended from time to time (the "Master
Portfolios"), is equal to its proportionate share of an annual complex-wide
charge. This charge is calculated daily based on the aggregate net assets of the
Master Portfolios and in accordance with the following annual schedule:
0.09% on the first $7 billion of the Master Portfolios'
aggregate average daily net assets; and 0.04% of the Master
Portfolios' aggregate average daily net assets in excess of $7
billion less the complex-wide charge of the Co-Administrator
The portion of this charge payable by each Master Portfolio is
determined by the proportionate share that its net assets bear to the total of
the net assets of the Master Portfolios, The JPM Xxxxxxxx Funds, The JPM
Institutional Funds, JPM Series Trust and other investors in the Master
Portfolios for which Xxxxxx provides similar services.
Approved: April 10, 1997
Effective May 30, 1997
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EXHIBIT I
DATE OF EFFECTIVE
PORTFOLIO DECLARATION OF TRUST DATE
The Federal Money Market Portfolio 11/4/92 8/1/96
The Prime Money Market Portfolio 1/29/93 8/1/96
The Tax Exempt Money Market Portfolio 1/29/93 8/1/96
The Short Term Bond Portfolio 1/29/93 8/1/96
The U.S. Fixed Income Portfolio 1/29/93 8/1/96
The Tax Exempt Bond Portfolio 1/29/93 8/1/96
The U.S. Equity Portfolio 1/29/93 8/1/96
The U.S. Small Company Portfolio 1/29/93 8/1/96
The International Equity Portfolio 1/29/93 8/1/96
The Diversified Portfolio 1/29/93 8/1/96
The Non-U.S. Fixed Income Portfolio 6/16/93 8/1/96
The Emerging Markets Equity Portfolio 6/16/93 8/1/96
The New York Total Return Bond Portfolio 6/16/93 8/1/96
The Series Portfolio* 6/24/94 8/1/96
JPM Series Trust* 8/15/96 11/4/96
Series Portfolio II* 1/9/97 2/13/97
*In the cases of The Series Portfolio, JPM Series Trust and Series Portfolio II,
references to "Portfolio" or "Fund" refer to their respective individual series
as the context requires.
