JPM SERIES TRUST II
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of January 1, 1997,
between JPM Series Trust II, a Delaware Business Trust (the "Trust"), and
Xxxxxx Guaranty Trust Company of New York, a New York trust company ("Xxxxxx
Guaranty").
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 Xxxxxx Guaranty to provide or
arrange for the provision of certain financial, fund accounting and
administrative services and shareholder services, and Xxxxxx Guaranty 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. Xxxxxx Guaranty 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 Xxxxxx Guaranty 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 calculation 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; l) 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 Xxxxxx Guaranty 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
Guaranty 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 Xxxxxx Guaranty shall provide such other related services as the
Trust may reasonably request, to the extent permitted by applicable law.
Xxxxxx Guaranty shall provide all personnel and facilities necessary in order
for it to provide the services contemplated by this paragraph.
Xxxxxx Guaranty 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 Guaranty 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. Xxxxxx Guaranty 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 Xxxxxx Guaranty 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 Guaranty 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. Xxxxxx
Guaranty 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 Xxxxxx Guaranty shall bear all of the expenses incurred in
connection with carrying out its duties hereunder. In addition, Xxxxxx
Guaranty 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 Xxxxxx Guaranty under this Agreement. If such amounts are more than the
amount of Xxxxxx Guaranty's fee under this Agreement, Xxxxxx Guaranty will
reimburse the Trust for such excess amounts.
Xxxxxx Guaranty 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 XXXXXX GUARANTY. For the services to be rendered
and the fees and expenses to be borne by Xxxxxx Guaranty hereunder and
subject to the last sentence of this Section 6, the Trust
shall pay Xxxxxx Guaranty 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 Xxxxxx Guaranty'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 Xxxxxx Guaranty, but no more frequently
than monthly. Xxxxxx Guaranty agrees, as to each Portfolio, until _______,
1998, that the aggregate fees, expressed in dollars, payable by such
Portfolio under this Agreement and the Trust's Investment Advisory Agreement
of even date 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 XXXXXX GUARANTY. Xxxxxx Guaranty 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
Xxxxxx Guaranty 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 Xxxxxx Guaranty or any of its affiliates, prior to use
thereof, and not to use such material if Xxxxxx Guaranty 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 Xxxxxx Guaranty copies of
any of the above-mentioned materials which refer in any way to Xxxxxx
Guaranty or any of its affiliates. The Trust shall furnish or otherwise make
available to Xxxxxx Guaranty such other information relating to the business
affairs of the Trust as Xxxxxx Guaranty at any time, or from time to time,
reasonably requests in order to discharge its obligations hereunder.
8. ACTIVITIES OF XXXXXX GUARANTY. The services of Xxxxxx Guaranty to
the Trust are not to be deemed to be exclusive, Xxxxxx Guaranty 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 XXXXXX GUARANTY. Xxxxxx Guaranty may
subcontract for the performance of its obligations hereunder with any
one or more persons, including but not limited to any one or more persons
which is an affiliate of Xxxxxx Guaranty; PROVIDED, HOWEVER, unless the Trust
otherwise expressly agrees in writing, Xxxxxx Guaranty 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, after _________, 1998, by Xxxxxx Guaranty, 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 _________, 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 Xxxxxx
Guaranty or (b) change the types of services to be rendered or expenses to be
borne hereunder by Xxxxxx Guaranty 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 Xxxxxx Guaranty at Xxxxxx Guaranty
Trust Company of New York, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx 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
Xxxxxx Guaranty, 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 Xxxxxx Guaranty 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.
JPM SERIES TRUST II
By: ___________________________
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: ___________________________
Schedule A
Fees under Administrative Services Agreement
ANNUAL FEE AS A
PERCENTAGE OF AVERAGE
NAME OF PORTFOLIO DAILY NET ASSETS
----------------- ----------------------
JPM Bond Portfolio .45%
JPM Equity Portfolio .50%
JPM Small Company Portfolio .55%
JPM International Equity Portfolio .60%
JPM Mid Cap Value Portfolio .55%
