FORM OF
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 ▇▇▇▇▇▇
Guaranty Trust Company of New York, a New York trust company ("▇▇▇▇▇▇
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 ▇▇▇▇▇▇ Guaranty to provide or
arrange for the provision of certain financial, fund accounting and
administrative services and shareholder services, and ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Guaranty shall provide such other related services as the
Trust may reasonably request, to the extent permitted by applicable law. ▇▇▇▇▇▇
Guaranty shall provide all personnel and facilities necessary in order for it to
provide the services contemplated by this paragraph.
▇▇▇▇▇▇ 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, ▇▇▇▇▇▇
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. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇
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, ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ 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 Charqes and Expenses.
5.1 ▇▇▇▇▇▇ Guaranty shall bear all of the expenses incurred in
connection with carrying out its duties hereunder. In addition, ▇▇▇▇▇▇ 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
▇▇▇▇▇▇ Guaranty under this Agreement. If such amounts are more than the amount
of ▇▇▇▇▇▇ Guaranty's fee under this Agreement, ▇▇▇▇▇▇ Guaranty will reimburse
the Trust for such excess amounts.
▇▇▇▇▇▇ 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 Morqan Guaranty. For the services to be rendered and
the fees and expenses to be borne by ▇▇▇▇▇▇ Guaranty hereunder and subject to
the last sentence of this Section 6, the Trust shall pay ▇▇▇▇▇▇ 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
▇▇▇▇▇▇ 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 ▇▇▇▇▇▇
Guaranty, but no more frequently than monthly. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ 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 Morqan Guaranty. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇
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 ▇▇▇▇▇▇ Guaranty or any of its affiliates, prior to use
thereof, and not to use such material if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Guaranty copies of any
of the above-mentioned materials which refer in any way to ▇▇▇▇▇▇ Guaranty or
any of its affiliates. The Trust shall furnish or otherwise make available to
▇▇▇▇▇▇ Guaranty such other information relating to the business affairs of the
Trust as ▇▇▇▇▇▇ Guaranty at any time, or from time to time, reasonably requests
in order to discharge its obligations hereunder.
8. Activities of Morqan Guaranty. The services of ▇▇▇▇▇▇ Guaranty to
the Trust are not to be deemed to be exclusive, ▇▇▇▇▇▇ 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. Subcontractinq by Morqan Guaranty. ▇▇▇▇▇▇ 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
▇▇▇▇▇▇ Guaranty; provided, however, unless the Trust otherwise expressly agrees
in writing, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇
Guaranty or (b) change the types of services to be rendered or expenses to be
borne hereunder by ▇▇▇▇▇▇ Guaranty without the vote of a majority (as defined in
the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the relevant Portfolio(s).
13. Entire Aqreement: 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 ▇▇▇▇▇▇ Guaranty at ▇▇▇▇▇▇ Guaranty Trust
Company of New York, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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 ▇▇▇▇▇▇ Guaranty,
Attention: Treasurer.
15. Governinq 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 ▇▇▇▇▇▇ 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: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ 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 Portfol .55%
JPM International Equity .60%