Exhibit (h)(2)
ADMINISTRATION AGREEMENT
THIS AGREEMENT made as of May 14, 2004, by and between JPMorgan
Securities Lending Collateral Investment Trust (the "Trust"), and JPMORGAN CHASE
BANK (the "Administrator").
W I T N E S S E T H :
In consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:
FIRST: The Trust on behalf of each of its series and any new series
to be created hereby authorizes the Administrator to provide administrative
services to the Trust in accordance with the terms and conditions of this
Agreement. The Administrator's services shall be subject to the direction and
control of the Board of Trustees of the Trust and shall be performed under the
direction of the appropriate Trust officers.
SECOND: The Administrator shall provide certain administration
services including:
(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 auditors;
(B) preparing for the signature of the appropriate Trust officer (or
assisting counsel in the preparation of) all required Trust proxy statements and
updates to the Trust's Registration Statement under the Investment Company Act
of 1940 (the "Act");
(C) arranging for the printing and mailing (at the Trust's expense) of
proxy statements and other reports or other materials provided to the Trust's
shareholders;
(D) coordinating the Trust's annual audits;
(E) developing the budget and establishing the rate of expense accrual
for each series of the Trust;
(F) overseeing the preparation by the Trust's transfer agent of tax
information for shareholders;
(G) coordinating all relationships between the Trust and its
contractors, including coordinating the negotiation of agreements, the review of
performance of agreements, and the exchange of information; provided that
coordination with the placement agent shall be limited to the exchange of
information necessary for the administration of the Trust and the reporting of
that information to the Board of Trustees and Trust officers;
(H) overseeing the Trust's custodian, transfer agent and other service
providers, including expense disbursement; overseeing any service provider
conversions; verifying the calculation of performance data for the Trust and its
reporting to the appropriate tracking services; arranging for the publication of
current price information in newspapers and publications; monitoring the pricing
of portfolio securities and compliance with amortized cost
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procedures, if applicable; computing the amount and monitoring the frequency of
distributing each series' dividends and capital gains distributions and
confirming that they have been properly distributed to the shareholders of
record; and monitoring calculation of net asset value of shares by the
custodian;
(I) taking responsibility for compliance with all applicable federal
securities and other regulatory requirements (other than state securities
registration and filing requirements) and reviewing from time to time
transactions with brokers and dealers; taking responsibility for monitoring the
series' compliance with their investment objectives, policies and restrictions
as disclosed in their prospectuses and statements of additional information;
(J) responding to all inquires or other communications from shareholders
of the Trust and other parties or, if the inquiry is more properly responded to
by the Trust's transfer agent or placement agent, referring the individual
making the inquiry to the appropriate person;
(K) taking responsibility for monitoring each series' status as a
regulated investment company under the Internal Revenue Code of 1986, as
amended;
(L) arranging for preparation of agendas and supporting documents for
and minutes of meetings of Trustees, committees of Trustees and shareholders;
(M) preparing annual and semi-annual financial statements for management
review; assisting management with coordination of annual financial statement
audits; reviewing N-30D filings prepared by print vendor; instructing printer to
file; preparing and filing financial data for Form N-SAR filings; compiling
financial data (including expenses, management fees and performance data) for
Form N-1A and SAI updates for management review; preparing portfolio statistics
on monthly and quarterly basis for client reporting/marketing;
(N) reviewing fund accounting vendors' monthly cash and asset
reconciliations and report cards; monitoring expense activity, including
accuracy of basis point accrual changes and journal entries; preparing same day
analysis (in order to send out blast faxes) of money market and fixed income
fund yields and investigating unusual discrepancies between classes/feeders with
fund accounting; performing daily reasonableness test of NAV; monitoring
delivery of services by fund accountants;
(O) preparing expense authorizations for management review and
submitting for payment and maintaining expense log/database; providing
management with monthly informational analysis of expenses, including budgeted
future expenses and estimated over-/under-accruals; expense cap
analysis--waivers and reimbursements;
(P) compiling and summarizing weekly Rule 2a-7 money market funds'
analysis for Board book presentation; assisting management with the
administration of the Trustees' deferred compensation plans, if any; performing
periodic line of credit reporting to comply with the loan agreement; preparing
and mailing annual 1099-MISC forms to Trustees and vendors; compiling
information for annual shareholder tax letters for management review; assisting
management with preparation of shareholder proxy materials as necessary;
(Q) preparing, reviewing and distributing daily statistics for use by
management; completing weekly, monthly and quarterly surveys provided by
reporting agencies; assisting management with the calculation and communication
of periodic distribution information;
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calculating and distributing fund performance information; performing daily
calculation of 1, 3, 5 and 10 year returns for all funds; maintaining benchmark
data and calculating benchmark performance; calculating and distributing
unsubsidized SEC yields; ensuring consistency of performance information with
Lipper and Morningstar; FundStation administration for daily distribution of
NAVs, rates, total returns, yields and performance; calculation of after-tax and
tax equivalent returns;
(R) making all necessary Blue Sky filings;
(S) maintaining books and records relating to such services; and
(T) providing such other related services as the Trust may reasonably
request.
THIRD: Any activities to be performed by the Administrator under
this Agreement may be delegated or sub-contracted to a third party without the
approval of the Trust. The Administrator retains ultimate responsibility at all
times under this contract for the performance of such activities,
notwithstanding the existence of a third-party sub-contract.
FOURTH: Notwithstanding anything in this Agreement to the contrary:
(A) The Administrator will keep confidential and will not use or
disclose to any other party (including, but not limited to, affiliates of the
Administrator) any Customer Information (as defined below), except as authorized
in writing by the Trust or as appropriate in connection with performing this
Agreement and subject to any conditions set forth elsewhere in this Agreement.
(B) The Administrator will maintain appropriate physical, electronic and
procedural safeguards to store, dispose of (if applicable) and secure Customer
Information to protect it from unauthorized access, use, disclosure, alteration,
loss and destruction. The safeguards used by the Administrator to protect
Customer Information will be no less than those used by the Administrator to
protect its own confidential information. In addition, the Administrator will
comply with any other security safeguards required by this Agreement.
(C) The Administrator will control access to Customer Information and,
except as required by law or as otherwise may be specifically permitted by this
Agreement, permit access only to individuals who need access in connection with
performing this Agreement and will cause such individuals to maintain the
confidentiality of Customer Information.
(D) Except as necessary to conform to any record retention requirements
imposed by this Agreement, the Company will, upon termination of this Agreement
or the Trust's earlier request, return to the Trust all Customer Information or
destroy it, as specified by the Trust. The Administrator will provide to the
Trust a destruction certificate if so required.
(E) As between the Trust and the Administrator, Customer Information and
all applicable intellectual property rights embodied in the Customer Information
shall remain the property of the Trust.
(F) The Administrator acknowledges that it has received and reviewed a
copy of the Trust's privacy policy applicable to Customer Information and it
agrees that it will not act in a manner that is inconsistent with such policy.
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(G) The term "Customer Information" as used in this Article means
information, in any form, provided to the Administrator by on or behalf of the
Trust that uniquely identifies a current, former or prospective Trust customer.
Customer Information includes, but is not limited to, copies of such information
or materials derived from such information.
FIFTH: Any activities performed by the Administrator under this
Agreement shall at all times conform to, and be in accordance with, any
requirements imposed by: (1) the provisions of the Act and of any rules or
regulations in force thereunder; (2) any other applicable provision of law; (3)
the provisions of the Declaration of Trust and By-Laws of the Trust as amended
from time to time; (4) any policies and determinations of the Board of Trustees
of the Trust; and (5) the fundamental policies of each series of the Trust, as
reflected in the then current Registration Statement of the Trust. As used in
this Agreement, the term "Registration Statement" shall mean the Registration
Statement most recently filed by the Trust with the Securities and Exchange
Commission, as such Registration Statement is amended at such time, and the term
"Prospectus" and "Statement of Additional Information" shall mean for the
purposes of this Agreement the form of the then current prospectus and statement
of additional information for each series of the Trust.
SIXTH: Nothing in this Agreement shall prevent the Administrator or
any officer thereof from acting as administrator for any other person, firm or
corporation and shall not in any way limit or restrict the Administrator or any
of its directors, officers, employees or affiliates from buying, selling or
trading any securities for its own or their own accounts or for the accounts of
others for whom it or they may be acting, provided, however, that the
Administrator expressly represents that it will undertake no activities which,
in its judgment, will adversely affect the performance of its obligations to the
Trust under the Agreement.
SEVENTH: The Administrator shall, at its own expense, provide office
space and facilities, equipment and personnel for the performance of its
functions hereunder. The Administrator shall 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 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 Act, the
Administrator hereby agrees that all records which it maintains for the Trust
are the property of the Trust and further agrees to surrender promptly to the
Trust any such records upon the Trust's request.
EIGHTH: The Trust shall pay the Administrator, as full compensation
for all services rendered hereunder, an annual fee on behalf of each series
payable monthly and computed based on the average daily net asset value of such
series at the annual rate listed on Schedule A, as may be amended from time to
time.
NINTH:
(A) This Agreement shall go into effect at the close of business on the
date hereof and, unless terminated as hereinafter provided, shall continue in
effect for two years thereafter and from year to year thereafter, but only so
long as such continuance is specifically approved at least annually by the
Trust's Board of Trustees, including the vote of a majority of the Trustees who
are not parties to this Agreement or "interested persons" (as defined in the
Act) of any such
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party cast in person at a meeting called for the purpose of voting on such
approval, or by the vote of the holders of a "majority" (as so defined) of the
outstanding voting securities of the applicable series and by such vote of the
Trustees.
(B) This Agreement may be terminated by the Administrator at any time
without penalty upon giving the Board of Trustees of the Trust sixty (60) days'
written notice (which notice may be waived by the Trust) and may be terminated
by the Board of Trustees of the Trust at any time without penalty upon giving
the Administrator sixty (60) days' written notice (which notice may be waived by
the Administrator), provided that such termination by the Board of Trustees of
the Trust shall be directed or approved by the vote of a majority of all of its
Trustees in office at the time, including a majority of the Trustees who are not
interested persons (as defined in the Act) of the Trust, or by the vote of the
holders of a majority (as defined in the Act) of the voting securities of each
series of the Trust at the time outstanding and entitled to vote. This Agreement
shall automatically terminate in the event of its assignment, the term
"assignment" for this purpose having the meaning defined in Section 2(a)(4) of
the Act.
TENTH: In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the part
of the Administrator or any of its officers, directors or employees, the Trust
shall indemnify the Administrator against any and all claims, demands and
liabilities and expenses (including reasonable attorney's fees) which the
Administrator may incur based on any omission in the course of, or connected
with, rendering services to such Trust hereunder.
ELEVENTH: A copy of the Declaration of Trust of the Trust is on file
with the Secretary of the Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees of the Trust as
Trustees and not individually, and that the obligations of this instrument are
not binding upon any of the Trustees or shareholders individually but are
binding only upon the assets and property of the Trust.
TWELVETH: Any notice under this Agreement shall be in writing,
addressed and delivered, or mailed, postage paid, to the other party at such
address as such other party may designate for the receipt of such notices. Until
further notice to the other party, it is agreed that the address of the Trust
shall be 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, and the address of the
Administrator shall be 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000.
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IN WITNESS WHEREOF, the parties hereto have caused the Agreement to
be executed by their duly authorized officers as of the day and year first above
written.
JPMORGAN SECURITIES LENDING
COLLATERAL INVESTMENT TRUST
ATTEST: By: /s/ Xxxxxx X. X. Xxxxx
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/s/ Xxxxxxx X. Xxxxxxx Title: President
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Date: May 14, 2004
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ATTEST: JPMORGAN CHASE BANK
By: /s/ Xxxxxxxx X. Xxxxxxx
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/s/ Xxxxxxx X. Xxxxxxx
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SCHEDULE A
JPMORGAN SECURITIES LENDING COLLATERAL INVESTMENT TRUST
ADMINISTRATION FEES
JPMORGAN SECURITIES LENDING COLLATERAL INVESTMENT FUND
0.05% of average daily net assets
