THE JPM INSTITUTIONAL FUNDS
RESTATED ADMINISTRATIVE SERVICES AGREEMENT
RESTATED ADMINISTRATIVE SERVICES AGREEMENT, dated as of August 1, 1996,
by and between The JPM Institutional 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 ▇▇▇▇▇▇ Guaranty Trust
Company of New York, a New York trust company ("▇▇▇▇▇▇").
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 ▇▇▇▇▇▇ to provide certain
administrative services for the Funds, and ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇.
1.1. Subject to the general direction and control of the Board of
Trustees of the Trust, ▇▇▇▇▇▇ 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
1
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.
1.2. ▇▇▇▇▇▇ shall provide such other related services as the Trust may
reasonably request, to the extent permitted by applicable law. ▇▇▇▇▇▇ shall
provide all personnel and facilities necessary in order for it to provide the
services contemplated by this paragraph.
▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ shall bear all of the
expenses incurred in connection with carrying out its duties hereunder. Each
Fund shall pay the usual, customary
2
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 ▇▇▇▇▇▇ of services to the Trust under a
co-administration agreement (the "Co-Administrator"), ▇▇▇▇▇▇ pursuant to the
Shareholder Servicing Agreement and this Agreement, ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇. For the services to be rendered and the
expenses to be borne by ▇▇▇▇▇▇ hereunder, the Trust shall pay ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇,
but no more frequently than monthly.
7. Limitation of Liability of ▇▇▇▇▇▇. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇. The services of ▇▇▇▇▇▇ to the Trust are not to
be deemed to be exclusive, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, in each case on not more than 60 days' nor less than 30 days'
written notice to the other party.
10. Subcontracting by ▇▇▇▇▇▇. ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇
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.
3
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 ▇▇▇▇▇▇'▇ 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 ▇▇▇▇▇▇ at ▇▇▇▇▇▇ Guaranty Trust Company
of New York, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Funds
Management, or (2) to the Trust at The JPM Institutional Funds at its principal
place of business as provided to ▇▇▇▇▇▇, 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 JPM INSTITUTIONAL FUNDS
By /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice
President and Assistant Secretary
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW
YORK
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice
President
FFASKJP3.DOC
4
Schedule A
Administrative Services Fees
The JPM Institutional 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 ▇▇▇▇▇▇▇▇ Funds, The JPM Advisor Funds, JPM Series Trust, the
Master Portfolios and other investors in the Master Portfolios for which ▇▇▇▇▇▇
provides similar services.
Approved: October 10, 1996
Effective: November 4, 1996
FFASKJP3.DOC
Exhibit I
Date of Effective
Portfolio Declaration of Trust Date
The Treasury Money Market Portfolio 11/4/92 8/1/96
The 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 Selected U.S. Equity Portfolio 1/29/93 8/1/96
The U.S. Small Company Portfolio 1/29/93 8/1/96
The Non-U.S. Equity Portfolio 1/29/93 8/1/96
The Diversified Portfolio 1/29/93 8/1/96
The Non-U.S. Fixed Income Portfolio 6/16/93 8/1/96
The Emerging Markets Equity Portfolio 6/16/93 8/1/96
The New York Total Return Bond Portfolio 6/16/93 8/1/96
The Series Portfolio* 6/24/94
The Asia Growth Portfolio 8/1/96
The Japan Equity Portfolio 8/1/96
The European Equity Portfolio 8/1/96
The Disciplined Equity Portfolio 12/27/96
The Global Strategic Income Portfolio 12/27/96
The International Opportunities Portfolio 12/27/96
JPM Series Trust* 8/15/96
Tax Aware Equity Fund 11/4/96
Tax Aware Disciplined Equity Fund 11/4/96
California Bond Fund 11/4/96
*In the cases of The Series Portfolio and JPM Series Trust,
references to "Portfolio" or "Fund" refer to their respective
individual series as the context requires.
