ADMINISTRATION AGREEMENT
------------------------
THIS AGREEMENT made as of ____________, 2001, by and between each of the
Trusts listed on Exhibit A (each the "Trust"), and JPMorgan Chase Bank (the
"Administrator").
W I T N E S S E T H :
---------------------
In consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
FIRST: The Trust on behalf of each of its series and any new series to
be created hereby authorizes the Administrator to provide administrative
services to the Trust in accordance with the terms and conditions of this
Agreement. The Administrator's services shall be subject to the direction and
control of the Board of Trustees of the Trust and shall be performed under
the direction of the appropriate Trust officers.
SECOND: The Administrator shall provide certain administration
services including:
(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) preparing for the signature of the appropriate Trust officer (or
assisting counsel in preparation of) all required Trust proxy statements and
updates to the Trust's Registration Statement under the Investment Company
Act of 1940 (the "Act");
(C) arranging for the printing and mailing (at the Trust's expense) of proxy
statements and other reports or other material provided to the Trust's
shareholders;
(D) coordinating the Trust's annual audits;
(E) developing the budget and establishing the rate of expense accrual for
each series of the Trust;
(F) overseeing the preparation by the Trust's transfer agent of tax
information for shareholders;
(G) coordinating all relationships between the Trust and its contractors,
including coordinating the negotiation of agreements, the review of
performance of agreements, and the exchange of information, provided that
coordination with the distributor shall be limited to the exchange of
information necessary for the administration of the Trust and the reporting
of the information to the Board of Trustees and the Trust officers;
(H) overseeing the Trust's custodian, transfer agent and other service
providers, including expense disbursement; overseeing any service provider
conversions; verifying the calculation of performance data for the Trust and
its reporting to the appropriate tracking services; arranging for the
publication of current price information in newspapers and publications;
monitoring the pricing of portfolio securities and compliance with amortized
cost procedures, if applicable; computing the amount and monitoring the
frequency of distributing each series' 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;
(I) taking responsibility for compliance with all applicable federal
securities and other regulatory requirements (other than state securities
registration and filing requirements) and reviewing from time to time
transactions with brokers and dealers; taking responsibility for monitoring
the Trust's compliance with their investment objectives, policies and
restrictions as disclosed in their prospectuses and statements of additional
information;
(J) responding to all inquires or other communications from shareholders of
the Trust and other parties or, if the inquiry is more properly responded to
by the Trust's transfer agent or distributor, referring the individual making
the inquiry to the appropriate person;
(K) taking responsibility for monitoring each series' status as a regulated
investment company under the Internal Revenue Code of 1986, as amended;
(L) arranging for preparation of agendas and supporting documents for and
minutes of meetings of Trustees, committees of Trustees and shareholders;
(M) preparing annual and semi-annual financial statements for management
review; assisting management with coordination of annual financial statement
audits; reviewing N-30D filings prepared by print vendor; instructing
printer to file; preparing and filing financial data for Form N-SAR filings;
preparing and filing financial data for Form 24f-2 filings; compiling
financial data (including expenses, management fees and performance data) for
Form N1-A and SAI updates for management review; preparing portfolio
statistics on monthly and quarterly basis for client reporting/marketing;
(N) reviewing fund accounting vendors' monthly cash and assets
reconciliations and report cards; monitoring expense activity, including
accuracy of basis point accrual changes and journal entries; preparing same
day analysis (in order to send out blast faxes) of money market and fixed
income fund yields and investigating unusual discrepancies between
classes/feeders with fund accounting; performing daily reasonableness test of
NAV; monitoring delivery of services by fund accountants;
(O) preparing expense authorizations for management review and submitting for
payment and maintaining expense log-database; providing management with
monthly informational analysis of expenses, including budgeted future
expenses and estimated over-under-accruals; expense cap analysis - waivers
and reimbursements;
(P) compiling and summarizing weekly Rule 2a-7 money market funds' analysis
for board book presentation; assisting management with the administration of
the Directors' deferred compensation plans, if any; performing periodic line
of credit reporting to comply with the loan agreement; preparing and mail
annual 1099-MISC forms to Directors and vendors; compiling information for
annual shareholder tax letters for management review; assisting management
with preparation of shareholder proxy materials as necessary;
(Q) preparing, reviewing and distributing daily statistics for use by
management; completing weekly, monthly and quarterly surveys provided by
reporting agencies; assisting management with the calculation and
communication of periodic distribution information; calculating and
distributing fund performance information; performing daily calculation of 1,
3, 5 and 10 year returns for all funds; maintaining benchmark data and
calculating benchmark performance; calculating and distributing unsubsidized
SEC yields; enduring consistency of performance information with Lipper and
Morningstar; FundStation administration for daily distribution of NAVs,
rates, total returns, yields and performance ; calculation of after-tax and
tax equivalent returns;
(R) making all necessary Blue Sky Filings;
(S) maintaining books and records relating to such services; and
(T) providing such other related services as the Fund may
reasonably request.
THIRD: Any activities to be performed by the Administrator under this
Agreement may be delegated or sub-contracted to a third party without the
approval of the Trust. The Administrator retains ultimate responsibility at
all times under this contract for the performance of such activities,
notwithstanding the existence of a third-party subcontract.
FOURTH: Notwithstanding anything in this Agreement to the contrary:
(A) The Administrator will keep confidential and will not use or disclose to
any other party (including, but not limited to, affiliates of the
Administrator) any Customer Information (as defined below), expect as
authorized in writing by the Trust or as appropriate in connection with
performing this Agreement and subject to any conditions set forth elsewhere
in the Agreement.
(B) The Administrator will maintain appropriate physical, electronic and
procedural safeguards to store, dispose of (if applicable) and secure
Customer Information to protect it from unauthorized access, use, disclosure,
alteration, loss and destruction. The safeguards used by the Administrator
to protect Customer Information will be no less than those used by the
Administrator to protect its own confidential information. In addition, the
Administrator will comply with any other security safeguards required by this
Agreement.
(C) The Administrator will control access to Customer Information and, except
as required by law or as otherwise may be specifically permitted by this
Agreement, permit access only to individuals who need access in connection
with performing this Agreement and will cause such individuals to maintain
the confidentiality of Customer Information.
(D) Except as necessary to conform to any record retention requirements
imposed by this Agreement, the Company will, upon termination of this
Agreement or the Trust's earlier request, return to the Trust all Customer
Information or destroy it, as specified by the Trust. The Administrator will
provide to the Trust a destruction certificate if so required.
(E) As between the Trust and the Administrator, Customer Information and all
applicable intellectual property rights embodied in the Customer Information
shall remain the property of the Trust.
(F) The Administrator acknowledges that it has received and reviewed a copy
of the Trust's privacy policy applicable to Customer Information and it
agrees that it will not act in a manner that is inconsistent with such policy.
(G) The term "Customer Information" as used in this Article means
information, in any form, provided to the Administrator by on or behalf of
the Trust that uniquely identifies a current, former or prospective Trust
customer. Customer Information includes, but is not limited to, copies of
such information or materials derived from such information.
FIFTH: Any activities performed by the Administrator under this
Agreement shall at all times conform to, and be in accordance with, any
requirements imposed by: (1) the provisions of the Act and of any rules or
regulations in force thereunder; (2) any other applicable provision of law;
(3) the provisions of the Agreement and the Declaration of Trust and By-laws
of the Trust as amended from time to time; (4) any policies and
determinations of the Board of the Trustees of the Trust; and (5) the
fundamental policies of each Trust, as reflected in the then current
Registration Statement of the Trust. As used in this Agreement, the term
"Registration Statement" shall mean the Registration Statement most recently
filed by the Trust with the Securities and Exchange Commission and effective
under the Securities Act of 1933, as amended, as such Registration Statement
is amended at such time, and the term "Prospectus" and "Statement of
Additional Information" shall mean for the purposes of this Ag
SIXTH: Nothing in this Agreement shall prevent the Administrator or any
other officer thereof from acting as administrator for any other person, firm
or corporation and shall not in any way limit or restrict the Administrator
or any of its trustees, officers, employees or affiliates from buying,
selling or trading any securities for its own or their own accounts or for
the accounts of others for whom it or they may be acting, provided, however,
that the Administrator expressly represents that it will undertake no
activities which, in its judgement, will adversely affect the performance of
its obligations to the Trust under the Agreement.
SEVENTH: The Administrator shall, at its own expense, provide office
space and facilities, equipment and personnel for the performance of its
functions hereunder. The Administrator shall 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 this Act, with
particular attention to Section 31 thereof and Rules 31a-2 thereunder. All
such records shall be the property of the Trust and shall at all times during
the regular business hours of the Administrator 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 Act,
the Administrator hereby agrees that all records which it maintains for the
Trust are the property of the Trust and further agrees to surrender promptly
to the Trust any such records upon the Trust's request.
EIGHTH: Except as otherwise set forth in Exhibit B, the Trust shall pay
the Administrator, as full compensation for all services rendered hereunder,
an annual fee on behalf of each Trust payable monthly and computed on the net
asset value of the series at the end of each business day at an annual rate
which shall be: (i) with respect to non-money market fund assets, 0.15% of
the first $25 Billion of average net assets plus 0.075% of average net assets
over $25 billion, and (ii) with respect to money market fund assets, 0.10% of
the first $100 billion of average net assets plus 0.05% of average net assets
over $100 billion. For purposes of these calculations, the assets under
construction shall be those of the Trusts listed on Exhibit A.
NINTH:
(A) This Agreement shall go into effect at the close of business on the date
hereof and, unless terminated as hereinafter, but only so long as such
continuance is specifically approved at least annually by the Trust's Board
of Trustees, including the vote of a majority of the Trustees who are not
parties to this Agreement or "interested persons" (as defined in the Act) of
any such party cast in person at a meeting called for the purpose of voting
on such approval, or by the vote of the holders of a "majority" (as so
defined) of the outstanding voting securities of the applicable Trust and by
such vote of the Trustees.
(B) This Agreement may be terminated by the Administrator at any time without
penalty upon giving the Board of Trustees of the Trust sixty (60) days'
written notice (which notice may be waived by the Trust) and may be
terminated by the Board of Trustees of the Trust at any time without penalty
upon giving the Administrator sixty (60) days' written notice (which notice
may be waived by the Administrator), provided that such termination by the
Board of Trust of the Trust shall be directed or approved by the vote of a
majority of all of its Trustees in office at the time, including a majority
of the Trustees who are not interested persons (as defined in the Act) of the
Trust, or by vote of the holders of a majority (as defined by the Act) of the
voting securities of each Trust at the time outstanding and entitled to vote.
This Agreement shall automatically terminate in the event of its assignment,
the term "assignment" for this purpose having the meaning defined in Section
2(a)(4) of the Act.
TENTH: In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the
part of the Administrator or any of its officers, directors or employees, the
Trust shall indemnify the Administrator against any and all claims, demands
and liabilities and expenses (including reasonable attorney's fees) which the
Administrator may incur based on any omission in the course of, or connected
with, rendering services to such Trust hereunder.
ELEVENTH: A copy of the Agreement and the Declaration of Trust of the
Trust is on file with the Secretary of the Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually, and that the
obligations of this instrument are not binding upon any of the Trustees or
shareholders individually but are binding only upon the assets and property
of the Trust.
TWELVETH: Any notice under this Agreement shall be in writing, addressed
and delivered, or mailed, postage paid, to the other party at such address as
such other party may designate for the receipt of such notices. Until
further notice to the other party, it is agreed that the address of the Trust
shall be 0000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and the address of the
Administrator shall be 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
X.X. XXXXXX FUNDS
X.X. XXXXXX INSTITUTIONAL FUNDS
X.X. XXXXXX SERIES TRUST
MUTUAL FUND GROUP
MUTUAL FUND TRUST
MUTUAL FUND SELECT GROUP
MUTUAL FUND SELECT TRUST
MUTUAL FUND INVESTMENT TRUST
MUTUAL FUND VARIABLE ANNUITY TRUST
By:_____________________________
Xxxxxx Xxxxxxxx
Title: Secretary
Date:____________________________
JPMORGAN CHASE BANK
By:_____________________________
Title:
Date:___________________________
