EXHIBIT 9
FORM OF
JPM SERIES TRUST II
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of __________,
1996, 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 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 provision of certain financial and
administrative services and to oversee fund accounting for the Trust 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 the Trust to
qualify as an appropriate underlying fund investment 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; and k) being
responsible for the Trust's usual and customary expenses as defined in Section
5.1 of this Agreement.
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 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.
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 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. 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 such
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 and
subject to the last sentence of this Section 6, 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. IF, at any time
during the two year period from the date hereof, the aggregate fees payable by a
Portfolio to Xxxxxx Guaranty hereunder and to X.X. Xxxxxx Investment Management,
Inc. (the "Adviser") under the Investment Advisory Agreement, dated as of
__________, 1996, between the Trust and the Adviser, exceed the fee that would
have been payable by such Portfolio to Chubb Investment Advisory Corporation
under the Portfolio's prior Investment Management Agreement due to an increase
in the net assets of such Portfolio, then the fee payable by such Portfolio to
Xxxxxx Guaranty hereunder shall be reduced by such excess.
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 for the two year period from the date
hereof, 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 each
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 or 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 Treasury Money Market Portfolio .40%
JPM Bond Portfolio .45%
JPM Equity Portfolio .50%
JPM Small Company Portfolio .55%
JPM International Equity Portfolio .60%
