EXHIBIT 2(k)(ii)
ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT dated as of December 11, 2001 is
made and entered into by and between Undiscovered Managers, LLC, a Delaware
limited liability company ("Undiscovered Managers"), and UM Investment Trust, a
Massachusetts business trust (the "Fund").
WHEREAS, it is anticipated that the Fund will be registered as a closed-end
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Fund desires to retain Undiscovered Managers to render certain
administrative services with respect to each investment portfolio listed in
Schedule A hereto, as the same may be amended from time to time by the parties
hereto, and Undiscovered Managers is willing to render such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Undiscovered Managers, at its expense, will furnish all administrative
services to the Fund, including but not limited to corporate secretarial,
treasury, blue sky (but excluding the payment of blue sky filing fees, which
will be paid directly by the Fund) and fund accounting services, in each case to
the extent that any such services are not provided to the Fund by any of the
Fund's other service providers. In its provision of such administrative
services, Undiscovered Managers, among other things, will provide: (i) suitable
office space for the Fund, (ii) all necessary administrative facilities and
equipment, and (iii) bookkeeping and clerical personnel necessary for the
efficient conduct of the affairs of the Fund.
2. The Fund hereby appoints Undiscovered Managers to act as its
administrator, and will pay to Undiscovered Managers as compensation for the
services rendered and for the facilities furnished by Undiscovered Managers, a
fee computed and paid monthly at the annual rate of 0.365% of the average net
asset value of the Fund. Such average net asset value shall be determined for
each calendar month by averaging the value of the Fund's net assets on the last
business day of such month with the value of the Fund's net assets on the last
business day of the immediately preceding calendar month, while this Agreement
is in effect.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their officers hereunto duly authorized all as of the day and year first
above written.
UM INVESTMENT TRUST
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President
UNDISCOVERED MANAGERS, LLC
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Chairman and Chief Executive Officer
NOTICE
A copy of the Agreement and Declaration of Trust establishing UM Investment
Trust (the "Fund") is on file with the Secretary of The Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is executed on
behalf of the Fund by officers of the Fund as officers and not individually and
that the obligations of or arising out of this Agreement are not binding upon
any of the trustees, officers or shareholders individually but are binding only
upon the assets and property belonging to the Fund.
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Schedule A
UM Multi-Strategy Fund
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