JPM Series Trust Sample Contracts

J.P. MORGAN SERIES TRUST INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 31st, 2000 • Jp Morgan Series Trust • New York
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Exhibit 9(c) TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • November 8th, 1996 • JPM Series Trust • Massachusetts
CUSTODIAN CONTRACT Between and STATE STREET BANK AND TRUST COMPANY
Custodian Contract • November 5th, 1996 • JPM Series Trust • London
J.P. MORGAN SERIES TRUST FORM OF AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 28th, 2004 • Jp Morgan Series Trust • Massachusetts
PURCHASE AGREEMENT
Purchase Agreement • November 5th, 1996 • JPM Series Trust
JPM SERIES TRUST INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 8th, 1996 • JPM Series Trust • New York
PURCHASE AGREEMENT
Purchase Agreement • November 19th, 1996 • JPM Series Trust
WITNESSETH:
Distribution Agreement • November 19th, 1996 • JPM Series Trust • New York
FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • April 30th, 2003 • Jp Morgan Series Trust • New York
W I T N E S S E T H:
Shareholder Servicing Agreement • July 31st, 2000 • Jp Morgan Series Trust • New York
CUSTODIAN AND FUND ACCOUNTING AGREEMENT
Custodian and Fund Accounting Agreement • February 28th, 2000 • Jp Morgan Series Trust • New York
FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 30th, 2004 • Jp Morgan Series Trust • New York

THIS AGREEMENT is made as of the 10th day of August, 2004, among the One Group® Mutual Funds (“OGMF”), each of the JP Morgan Funds listed in Exhibit A (“JPM Funds”) (together with the OGMF, the “Existing Funds”) and JPMorgan Chase & Co. (“Company”).

FORM OF TRANSFER AGENCY AGREEMENT Made as of the day of , 2004 by and between EACH OF THE ENTITIES LISTED ON EXHIBIT A HERETO And BOSTON FINANCIAL DATA SERVICES, INC.
Transfer Agency Agreement • September 30th, 2004 • Jp Morgan Series Trust • Massachusetts

THIS AGREEMENT made as of the day of , 2004, by and between each of the entities listed on Appendix A hereto and each being an entity of the type set for on Appendix A and organized under the laws of the state as set forth on such Appendix, each with a principal place of business at 522 5th Ave., New York, NY 10036 and each of which is acting on its own behalf and on behalf of each of the portfolios listed under its name in Appendix A (jointly and severally, such portfolios shall be referred to hereinafter as the “Fund” or “Funds), and BOSTON FINANCIAL DATA SERVICES, INC., a corporation existing under the laws of the Commonwealth of Massachusetts, having its principal place of business at 2 Heritage Drive, North Quincy, Massachusetts 02171 (“BOSTON FINANCIAL”):

FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • September 30th, 2004 • Jp Morgan Series Trust • Delaware

AGREEMENT dated as of the 19th day of August, 2004 by and between each of the entities listed on Schedule A, each of which is a corporation, business trust or statutory trust as indicated on Schedule A (each referred to herein as the “Trust”), each having its principal place of business at 522 Fifth Avenue, New York, New York 10036, and One Group Administrative Services, Inc. (“Administrator”), a Delaware corporation having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43240. This Agreement shall be effective February 19, 2005.

FORM OF SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • September 30th, 2004 • Jp Morgan Series Trust • Delaware

THIS AGREEMENT dated as of , 2004, by and between each of the entities listed on Schedule A, each of which is a corporation, business trust or statutory trust as indicated on Schedule A (each, a “Trust” and, collectively, the “Trusts”), each having its principal place of business at 522 Fifth Avenue, New York, New York 10036, and One Group Dealer Services, Inc. (“Shareholder Servicing Agent”), a registered broker-dealer incorporated under the laws of the State of Delaware having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43240 (“Agreement”). This Agreement shall be effective February 19, 2005.

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FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • September 30th, 2004 • Jp Morgan Series Trust • Delaware
AGREEMENT, made this 18th day of February, 2005, between J.P. Morgan Mutual Fund Series, a trust organized under the laws of the Commonwealth of Massachusetts (the Trust) and J.P. Morgan Investment Management Inc., a Delaware corporation (the...
Investment Advisory Agreement • July 1st, 2005 • Jp Morgan Series Trust

AGREEMENT, made this 18th day of February, 2005, between J.P. Morgan Mutual Fund Series, a trust organized under the laws of the Commonwealth of Massachusetts (the Trust) and J.P. Morgan Investment Management Inc., a Delaware corporation (the Advisor). This Agreement shall be effective as of February 19, 2005. WHEREAS, the Trust is an open-end diversified management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the 1940 Act); and WHEREAS, the Trust desires to retain the Advisor to render investment advisory services to the series of the Trust set forth in Schedule A (each, a Portfolio) as agreed to from time to time between the Trust and the Advisor, and the Advisor is willing to render such services; WHEREAS, on August 19, 2004, the Boards of Trustees of certain investment companies (each a Company), each of which is a corporation, business trust, or statutory trust, approved the reorganization of series

Contract
Investment Advisory Agreement • September 30th, 2004 • Jp Morgan Series Trust • Massachusetts

AMENDMENT, made this day of , 200 , to the Investment Advisory Agreement dated May 11, 1998 (“Agreement”) between J.P. Morgan Series Trust (the “Trust”) and J.P. Morgan Investment Management Inc.

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