Exhibit 99(h)(2)(b)
JPMORGAN SERIES TRUST II
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of February 19, 2005, between
JPMorgan Series Trust II, a Delaware Business Trust (the "Trust"), and JPMorgan
Funds Management, Inc., a Delaware corporation having its principal place of
business at 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000 company
("Administrator").
WITNESSETH:
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), and
consisting of the series set forth on Schedule A hereto, as such schedule may be
revised from time to time (each, a "Portfolio"); and
WHEREAS, the Trust wishes to engage the Administrator to provide or arrange
for the provision of certain financial, fund accounting and administrative
services and shareholder services, and the Administrator is willing to provide
or arrange for the provision of such services to the Trust and each Portfolio,
on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereto agree as follows:
1. APPOINTMENT. The Administrator hereby agrees to provide or arrange for
the provisions of certain financial and administrative services, to oversee fund
accounting for the Portfolios, and to perform certain shareholder services as
hereinafter set forth.
2. SERVICES
2.1 The Administrator shall be responsible for performing the following
services: a) arranging for the preparation and filing of the Trust's tax returns
and preparing financial statements and other financial reports for review by the
Trust's independent public accountants; b) coordinating the annual audit of each
Portfolio; c) developing the budget and establishing the rate of expense accrual
for each Portfolio; d) overseeing the preparation by the Trust's transfer agent
(the "Transfer Agent") of Portfolio tax information for shareholders; e)
overseeing the Trust's custodian (the "Custodian") and the Transfer Agent and
other service providers, including verifying the calculation of Portfolio
performance data and the reporting thereof to appropriate tracking services,
computing the amount and monitoring the frequency of distributing Portfolio
dividends and capital gains distributions and confirming that they have been
properly distributed to the shareholders of record, and monitoring the
ca1culation of each Portfolio's net asset value per share by the Custodian; f.)
taking responsibility for compliance with all applicable federal securities and
other regulatory requirements (other than state securities registration and
filing requirements); g) taking responsibility for monitoring each Portfolio's
status as a regulated investment company
under the Internal Revenue Code of 1986, as amended (the "Code"); h) taking
responsibility for monitoring state and federal insurance law diversification
requirements necessary for variable annuity and variable life insurance separate
accounts investing IN Portfolio shares; i) arranging for the preparation, of
agendas and supporting documents for and minutes of meetings of Trustees,
committees of Trustees, and shareholders; j) maintaining books and records
relating to such services; k) being responsible for the Trust's usual and
customary expenses as defined in Section 5.1 of this Agreement; 1) answering
inquiries regarding account status and history, the manner in which purchases
and redemptions of shares may be effected, and certain other matters pertaining
to the Trust; m) assisting investors in designating and changing dividend
options, account designations and addresses; n) providing necessary personnel
and facilities to 'coordinate the establishment and maintenance of shareholder
accounts and records with the Transfer Agent; o) receiving purchase and
redemption orders on behalf of, and transmitting such orders to, the Transfer
Agent; p) arranging for the wiring or other transfer of funds to and from
shareholder accounts in connection with orders to purchase or redeem shares; q)
verifying purchase and redemption orders, transfers among and changes in
shareholder-designated accounts; r) informing the distributor of the Trust of
the gross amount of purchase and redemption orders for shares; and s) monitoring
the activities of the Transfer Agent related to shareholder accounts and to
statements, confirmations or other reports furnished to shareholders by the
Transfer Agent.
2.2 The Administrator shall act as liaison with the Trust's independent
public accountants and shall provide, upon request, account analyses, fiscal
year summaries and other audit-related schedules. The Administrator shall take
all reasonable action in the performance of is 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 Trust from
time to time.
2.3 The Administrator shall provide such other related services as the
Trust may reasonably request, to the extent permitted by applicable law. The
Administrator shall provide all personnel and facilities necessary in order for
it to provide the services contemplated by this paragraph.
The Administrator 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, the
Administrator will comply with the provisions of the Agreement and Declaration
of Trust and By-Laws of the Trust and the stated investment objective, policies
and restrictions of each Portfolio, and will use its best efforts to safeguard
and promote the welfare of the Trust, and to comply with other policies which
the Trust's Board of Trustees may from time to time determine.
3. BOOKS AND RECORDS. The Administrator 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 Trust 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 Trust and shall at all times during the
regular business hours of the Administrator 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, the Administrator hereby agrees that all records which it maintains for the
Portfolios are the property of the Trust and further agrees to surrender
promptly to the Trust any such record upon the Trust's request.
4. OPINION OF TRUST'S INDEPENDENT PUBLIC ACCOUNTANTS. The Administrator
shall take all reasonable action, as the Trust on behalf of each applicable
Portfolio may from time to time request, to obtain from year to year favorable
opinions from the Trust's independent public accountants with respect to its
activities hereunder in connection with the preparation of the Trust'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.
5. ALLOCATION OF CHARGES AND EXPENSES.
5.1 The Administrator shall bear all of the expenses incurred in connection
with carrying out its duties hereunder. In addition, the Administrator is
responsible for certain usual and customary expenses incurred by the Trust.
These expenses include compensation and expenses of Trustees; federal and state
governmental fees; taxes; membership dues in the Investment Company Institute
allocable to the Trust; fees and expenses of the Trust's co-administrator,
independent auditors, legal counsel and transfer, registrar or dividend
disbursing agent; expenses of preparing, printing and mailing prospectuses and
statements of additional information, reports, notices, proxy statements and
reports to shareholders and governmental offices and commissions; expenses of
preparing and mailing agendas and supporting documents for meetings of Trustees
and committees of Trustees; insurance premiums; fees and expenses of the
Custodian for all services to the Trust, including safekeeping of funds and
securities and maintaining required books and accounts; expenses of shareholder
meetings; and expenses relating to the issuance, registration and qualification
of the Portfolio's shares.
When such services are provided by third parties and the Trust pays for the
services directly, such amounts will be deducted from the fee to be paid the
Administrator under this Agreement. If such amounts are more than the amount of
the Administrator's fee under this Agreement, the Administrator will reimburse
the Trust for such excess amounts.
The Administrator will report to the Trustees regularly on the payments it
has made pursuant to this Section 5.1.
5.2 The Trust will pay all extraordinary expenses not incurred in the
ordinary course of the Trust's business including, but not limited to,
litigation and indemnification expenses; interest charges; material increases in
Trust expenses due to occurrences such as significant increases in the fee
schedules of the Custodian or the Transfer Agent or a significant decrease in
the Trust's asset level due to changes in
tax or other laws or regulations; or other such extraordinary occurrences
outside of the ordinary course of the Trust's business.
6. COMPENSATION OF THE ADMINISTRATOR. For the services to be rendered and
the fees and expenses to be borne by the Administrator hereunder and subject to
the last sentence of this Section 6, the Trust shall pay the Administrator a fee
at an annual rate as set forth on Schedule A attached hereto from each
Portfolio; provided, however, that the portion of such fee attributable to the
Administrator's shareholder services for the shareholders of any Portfolio shall
not exceed the amount payable at an annual rate of 0.25% of the daily net asset
values of such Portfolio's shares owned by or; for shareholders. This fee will
be computed daily and will be payable as agreed by the Trust and the
Administrator, but no more frequently than monthly. The Administrator agrees, as
to each Portfolio, until, December 31, 1998, that the aggregate fees, expressed
in dollars, payable by such Portfolio under this Agreement and the Trust's
Investment Advisory Agreement with X.X. Xxxxxx Investment Management Inc. (the
"New Investment Advisory Agreement") shall not exceed the expenses (excluding
extraordinary expenses) that would have been payable by such Portfolio, assuming
(i) the Portfolio's Investment Management Agreement with Chubb Investment
Advisory Corporation dated June 3, 1994 (the "Prior Management Agreement")
remained in effect in accordance with its terms, (ii) the same average daily net
assets for the relevant periods, (iii) no voluntary expense limitation or other
limitation on expenses under the Prior Management Agreement was in effect and
(iv) the expenses the Portfolio would have been charged were adjusted to render
comparable the extent and level of services provided under the Prior Management
Agreement, on the one hand, and this Agreement and the New Investment Advisory
Agreement, on the other.
7. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The Administrator 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.
During the term of this Agreement, the Trust agrees to furnish the
Administrator all prospectuses, statements of additional information, proxy
statements, reports to shareholders, sales literature, or other material the
Trust will distribute to shareholders of each Portfolio or the public, which
refer in any way to the Administrator or any of its affiliates, prior to use
thereof, and not to use such material if the Administrator 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 Trust will continue to furnish to the Administrator copies of any
of the above-mentioned materials which refer in any way to the Administrator or
any of its affiliates. The Trust shall furnish or otherwise make available to
the Administrator such other information relating to the business affairs of the
Trust as the Administrator at any time, or from time to time, reasonably
requests in order to discharge its obligations hereunder.
8. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator to
the Trust are not to be deemed to be exclusive, the Administrator being free to
engage in any other business or to render services of any kind to any other
corporation, firm, individual or association.
9. SUBCONTRACTING BY THE ADMINISTRATOR. The Administrator may subcontract
for the performance of its obligations hereunder with any one or more persons,
including but not limited to anyone or more persons which is an affiliate of the
Administrator; PROVIDED, HOWEVER, unless the Trust otherwise expressly agrees in
writing, the Administrator shall be as fully responsible to the Trust for the
acts and omissions of any subcontractor as it would be for its own acts or
omissions.
10. TERMINATION. This Agreement may be terminated as to any Portfolio at
any time, without the payment of any penalty, by the Board of Trustees of the
Trust or by the Administrator, in each case on not more than 60 days' nor less
than 30 days' written notice to the other party.
11. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
12. AMENDMENTS. This Agreement may be amended only by mutual written
consent; PROVIDED, HOWEVER, that until December 31, 1998, no amendment to this
Agreement shall be made to (a) increase the fees set forth on Schedule A
attached hereto payable by the Trust, on behalf of a Portfolio, to the
Administrator or (b) change the types of services to be rendered or expenses to
be borne hereunder by the Administrator without the vote of a majority (as
defined in the 0000 Xxx) of the outstanding voting securities of the relevant
Portfolio(s).
13. ENTIRE AGREEMENT: SEVERABILITY. This Agreement embodies the entire
agreement and understanding between the parties hereto and supersedes all prior
agreements and understandings relating to the subject matter hereof. 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.
14. 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 One Group Administrative Services, Inc.
0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000, Attention: Managing Director, Funds
Management, or (2) to the Trust at JPM Series Trust II addressed to its
principal place of business as provided to OGA, Attention: Treasurer.
15. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
16. MISCELLANEOUS. The Trustees of the Trust have authorized the execution
of this Agreement in their capacity as Trustees and not individually, and OGA
agrees that neither the Trustees nor any officer of employee of the Trust nor
any Portfolio's investors nor any representative or agent of the Trust or of the
Portfolio(s) shall be personally liable upon, or shall resort be had to their
private property for the satisfaction of, obligations given, executed or
delivered on behalf of or by the Trust or the Portfolio(s), that such Trustees,
officers, employees, investors, representatives and agents shall not be
personally liable hereunder, and that it shall look solely to the trust property
for the satisfaction of any claim hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.
JPMORGAN SERIES TRUST II
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
JPMORGAN FUNDS MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Schedule A
Fees under Administrative Services Agreement
ANNUAL FEE AS A
PERCENTAGE OF
AVERAGE DAILY NET
NAME OF PORTFOLIO ASSETS
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JPMorgan Bond Portfolio .45%
JPMorgan Equity Portfolio .50%
JPMorgan Small Company Portfolio .55%
JPMorgan International Equity Portfolio .60%
JPMorgan Mid Cap Portfolio .55%
