THE XXXXXXXX FUNDS
RESTATED ADMINISTRATIVE SERVICES AGREEMENT
RESTATED ADMINISTRATIVE SERVICES AGREEMENT, dated as of August 1, 1996,
by and between The Xxxxxxxx Funds, a Massachusetts business trust having a
Declaration of Trust on file with the office of Secretary of State of the
Commonwealth of Massachusetts (the "Trust"), 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, the Trust 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, the Shares of Beneficial Interest (par value $0.001 per share)
of the Trust (the "Shares") are divided into multiple series (such
series together with any other series which may in the future be
established, the "Funds"); and
WHEREAS, the Trust wishes to engage Xxxxxx to provide certain
administrative services for the Funds, and Xxxxxx is willing to provide
such services for each Fund, 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.
1.1. Subject to the general direction and control of the Board of
Trustees of the Trust, Xxxxxx shall perform such administrative and
related services as may from time to time be reasonably requested by the
Trust, which shall include without limitation: 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) coordinating the Trust's annual audits; c) developing the
budget and establishing the rate of expense accrual for each Fund; d)
overseeing the preparation by the Trust's transfer agent (the "Transfer
Agent") of tax information for shareholders; e) overseeing the Trust's
custodian (the "Custodian") and the Transfer Agent and other service
providers, including expense disbursement; verifying the calculation
of performance data for the Trust and its reporting to the
appropriate tracking services; computing the amount and monitoring the
frequency of distributing each Fund's 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; 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 Fund's status as
a regulated investment company under the Internal Revenue Code of 1986, as
amended (the "Code"); h) arranging for preparation of agendas and
supporting documents for and minutes of meetings of Trustees, committees of
Trustees, and shareholders; and i) maintaining books and records relating
to such services.
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1.2. Xxxxxx shall provide such other related services as the Trust 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 Trust and the stated investment objective, policies and
restrictions of each Fund, and will use its best efforts to safeguard and
promote the welfare of the Trust, 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 Fund 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 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 Funds are the property of the Trust
and further agrees to surrender promptly to the Trust any such records upon
the Trust's request.
3. OPINION OF THE TRUST'S INDEPENDENT PUBLIC ACCOUNTANTS. Xxxxxx shall
take all reasonable action with respect to each Fund, as the Trust 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.
4. LIAISON WITH INDEPENDENT PUBLIC ACCOUNTANTS. Xxxxxx 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. 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 Trust from time to
time.
5. ALLOCATION OF CHARGES AND EXPENSES. Xxxxxx shall bear all of the
expenses incurred in connection with carrying out its duties hereunder.
Each Fund shall pay the usual, customary or extraordinary expenses
incurred by the Fund or, as appropriate, the Trust and allocable to the
Fund, including without limitation compensation of Trustees; federal and
state governmental fees; interest charges; taxes; membership dues in the
Investment Company Institute allocable to the Trust; fees and expenses of
any provider other than Xxxxxx of services to the Trust under a
co-administration agreement (the "Co-Administrator"), Xxxxxx pursuant
to the Shareholder Servicing Agreement and this Agreement, Xxxxxxxx Group
Inc. pursuant to the Fund Services Agreement, independent auditors, legal
counsel and of any transfer agent, registrar or dividend disbursing
agent of the Trust; 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, printing 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 calculating the net
asset value of Shares; expenses of shareholder meetings; expenses
relating to the issuance, registration and qualification of Shares of
the Trust; and litigation and indemnification expenses.
6. COMPENSATION OF XXXXXX. For the services to be rendered and the
expenses to be borne by Xxxxxx hereunder, the Trust shall pay Xxxxxx a fee at
an annual rate as set forth on Schedule A attached hereto from each Fund.
This fee will be computed daily and will be payable as agreed by the Trust
and Xxxxxx, but no more frequently than monthly.
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7. 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.
8. ACTIVITIES OF XXXXXX. The services of Xxxxxx to the Trust 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.
9. TERMINATION. This Agreement may be terminated as to any Fund at any
time, without the payment of any penalty, by the Board of Trustees of the
Trust or by Xxxxxx, in each case on not more than 60 days' nor less than
30 days' written notice to the other party.
10. SUBCONTRACTING BY XXXXXX. Xxxxxx may subcontract for the
performance of its obligations hereunder with any one or more persons;
provided, however, that, unless the Trust otherwise expressly agrees in
writing, Xxxxxx 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.
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.
13. 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 or administrative
services for the Funds. 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 Xxxxxx at Xxxxxx
Guaranty Trust Company of New York, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Funds Management, or (2) to the Trust at The Xxxxxxxx
Funds at its principal place of business as provided to Xxxxxx, Attention:
Treasurer.
15. 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 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 the Trust has executed this
Agreement not individually, but as an officer of the Trust under the
Trust's Declaration of Trust, dated November 4, 1992 as amended, and the
obligations of this Agreement are not binding upon any of the Trustees or
shareholders of the Trust individually, but bind only the Trust estate.
THE XXXXXXXX FUNDS
By /s/ Xxxxxxxxx X Xxxxxxx
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Xxxxxxxxx X. Xxxxxxx, Vice President
and Assistant Secretary
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By /s/ Xxxxxxx X. Xxxxxxx
-----------------------
Xxxxxxx X. Xxxxxxx, Vice President
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SCHEDULE A
ADMINISTRATIVE SERVICES FEES
THE JPM XXXXXXXX FUNDS (THE "TRUST")
The annual administrative services fee charged to and payable by each
Fund 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
registered investment companies listed on Exhibit I, as amended from
time to time (collectively 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 Fund is determined by the
proportionate share that its net assets bear to the total of the net assets
of the Trust, The JPM Institutional Funds, JPM Series Trust, the Master
Portfolios and other investors in the Master Portfolios for which Xxxxxx
provides similar services.
Approved: June 12, 2000
Effective June 12, 2000
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 Emerging Markets Equity Portfolio 6/16/93 8/1/96
The New York Tax Exempt Bond Portfolio 6/16/93 8/1/96
The Series Portfolio* 6/24/94
The European Equity Portfolio 8/1/96
The Disciplined Equity Portfolio 12/27/96
The International Opportunities Portfolio 12/27/96
The Emerging Markets Debt Portfolio 3/6/97
The U.S Small Company Opportunities Portfolio 3/6/97
X.X. Xxxxxx Series Trust* 8/15/96
X.X. Xxxxxx Tax Aware U.S. Equity Fund 11/4/96
X.X. Xxxxxx Tax Aware Disciplined Equity Fund 11/4/96
X.X. Xxxxxx Tax Aware Small Company Opportunities Fund
X.X. Xxxxxx California Bond Fund 11/4/96
X.X. Xxxxxx Global 50 Fund 2/5/98
X.X. Xxxxxx Large Cap Growth Fund 12/31/98
X.X. Xxxxxx Market Neutral Fund 12/31/98
X.X. Xxxxxx SmartIndex Fund 12/31/98
X.X. Xxxxxx Tax Aware Enhanced Income Fund 12/31/98
Series Portfolio II* 1/9/97
The Global Strategic Income Portfolio 2/13/97
The Treasury Money Market Portfolio 2/13/97
*In the cases of The Series Portfolio, X.X. Xxxxxx Series Trust and
Series Portfolio II, references to "Portfolio" or "Fund" refer to their
respective individual series as the context requires.
Amendment, date as of April 28, 1999, to the Administrative Services
Agreements, (the "Administrative Services Agreement"), by and between the
Funds listed in Annex A attached hereto or Portfolio (the "Fund") and Xxxxxx
Guaranty Trust Company of New York, a New York trust company ("Xxxxxx").
WHEREAS Xxxxxx has recommended to the Fund that it terminate, effective
as of the date hereof, the Custodian Agreement dated as of December 29, 1992,
as amended, between the Fund and State Street Bank & Trust Company ("State
Street") (the "State Street Agreement")
pursuant to which State Street provides custody and fund accounting
services to the Fund, and that it enter into a Custody Agreement, dated
as of the date hereof (the "Custody Agreement"), which contains provisions
relating to Fund Accounting (such provisions, the "Accounting
Agreement"), with The Bank of New York ("BONY") (the Custody Agreement and
the Accounting Agreement together, the "BONY Agreements");
WHEREAS the Fund desires that the transition of the Fund's custody and
fund accounting services from State Street to BONY be carried out
efficiently and effectively, and without disruption to the Fund's business
and operations;
WHEREAS, while recognizing the benefits to the Fund that are expected
to arise from the integration of portfolio management systems to be provided
by BONY to X.X. Xxxxxx Investment Management, Inc. with the custody
and fund accounting services to be provided under the BONY Agreements,
the Fund and Xxxxxx desire that performance under the BONY Agreements be
equivalent or superior to those provided under the State Street Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. The following sections are added to the Administrative Services
Agreement: "16. TRANSITION FROM STATE STREET TO BONY
16.1 Xxxxxx shall use its reasonable efforts to assist in the orderly
transition of custody and fund accounting services from State Street under
the State Street Agreement to BONY under the BONY Agreements and to
achieve increased service level objectives identified by Xxxxxx. Such
efforts shall include, but not be limited to, developing and overseeing
a work plan to implement the transition and the ongoing coordination of
activities between Xxxxxx and BONY; allocating appropriate and sufficient
personnel to oversee the transfer of securities and other
property and financial and other records of the Fund from State Street to
BONY; and providing for the performance and overseeing of reconciliations and
other tests of the financial records of the Fund sufficient to assure the
continuity of accurate daily valuations of the Fund's securities and other
assets and the daily calculation of the Fund's net asset value and compliance
with the Fund's recordkeeping and other requirements under applicable federal
and state statutory and regulatory provisions.
16.2 Xxxxxx shall report regularly to the Trustees as to the performance
of its undertakings pursuant to this Agreement.
16.3 The conditions precedent outlined in the letter attached hereto as
Annex B have been or, to the extent not yet completed, shall be completed to
the satisfaction of the Fund and Xxxxxx.
17. INDEMNITY
17.1 Xxxxxx shall indemnify and hold harmless the Fund against any
claims, damages, losses or expenses (collectively, "Losses") which it incurs
as a result of any material breach by BONY of the Accounting Agreement for
which Losses BONY would be liable to the Fund thereunder. Losses shall not
include, and the foregoing indemnity does not cover, indirect, special or
consequential damages.
17.2 In connection with the foregoing indemnity, prior to asserting a
claim against Xxxxxx hereunder, the Fund shall take reasonable steps to
pursue a claim against BONY for a period of not less than six months
following the identification of Losses which may be subject to
indemnification hereunder (such period, the "Pursuit Period"). It is
understood that
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the Fund shall not be entitled to duplicate recoveries under section 17 of
this agreement. The Fund will not settle with BONY any claim for which the
Fund may seek to assert a claim against Xxxxxx hereunder without the consent
of Xxxxxx.
17.3 Xxxxxx shall use its reasonable efforts to provide for the adequate
performance by BONY of its obligations under the Accounting Agreement."
2. All other provisions of the Administrative Services Agreement shall
remain in full force and effect.
3.1 This amendment shall not, unless mutually agreed by the parties in
writing, extend to breaches by BONY of, or inadequate performance by BONY of
its obligations under, the Accounting Agreement which occur subsequent to the
date of the report of the independent accountants on the financial statements
as of and for the first full fiscal year for which BONY shall have provided
services to the Fund under the Accounting Agreement ("Covered Period"),
except that such breaches or inadequate performance which are continuing
beyond such date shall remain covered. Xxxxxx shall have no liability in
respect of any Loss occurring during a Covered Period unless the Fund shall
have asserted a claim in respect thereof prior to the later of the following
to occur: (a) the date occurring six months after the date on which the Fund
shall have filled its Federal income tax return or (b) the date on which the
Pursuit Period expires (the later of such dates, a "Termination Date").
3.2 This amendment shall terminate with respect to a Fund on the
Termination Date.
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3.3 To the extent that this amendment covers two or more series of a
single Fund or Portfolio with more than one fiscal year period, sections 3.1
and 3.2 will take effect serially in respect of each such series as the
fiscal year ends progress through a year and, except where otherwise
required, the term the "Fund" shall mean each such series.
4. This amendment shall be governed by and construed in accordance with
the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment 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 the Fund has executed this Amendment not individually,
but as an officer of the Trust under the Trust's Declaration of Trust, dated
as of , 199 , and the obligations of this Amendment are not binding
upon any of the Trustees or shareholders individually, but bind only the
Trust estate.
By /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Tile: Chairman of Funds listed on Annex A
Xxxxxx Guaranty Trust Company of New York
By /s/ Xxxx X. Xxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Director
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APPENDIX A
The X.X. Xxxxxx Funds (a "Trust"), with respect to:
Prime Money Market Fund
Federal Money Market Fund
Tax Exempt Money Market Fund
Short Term Bond Fund
Bond Fund
Tax Exempt Bond Fund
New York Tax Exempt Bond Fund
U.S. Equity Fund
U.S. Small Company Fund
International Equity Fund
Emerging Markets Equity Fund
Diversified Fund
European Equity Fund
International Opportunities Fund
Disciplined Equity Fund
Disciplined Equity Fund - Advisor Shares
Global Strategic Income Fund
Emerging Markets Debt Fund
U.S. Small Company Opportunities Fund
The X.X. Xxxxxx Institutional Funds (a "Trust"), with respect to:
Prime Cash Management Fund
Prime Money Market Fund
Prime Money Market Reserves Direct Prime Money Market Fund
Service Prime Money Market Fund
Treasury Money Market Fund
Treasury Money Market Reserves Service Treasury Money Market Fund
Federal Money Market Fund
Service Federal Money Market Fund
Tax Exempt Money Market Fund
Service Tax Exempt Money Market Fund
Short Term Bond Fund
Bond Fund
Bond Fund - Ultra
Tax Exempt Bond Fund
New York Tax Exempt Bond Fund
U.S. Equity Fund
U.S. Small Company Fund
International Equity Fund
Emerging Markets Equity Fund
Diversified Fund
European Equity Fund
Disciplined Equity Fund
Disciplined Equity Fund - Advisor Shares
International Opportunities Fund
Global Strategic Income Fund
