PURCHASE AGREEMENT
With respect to its purchase of initial shares of Tax Aware Equity Fund, Tax
Aware Disciplined Equity Fund and California Bond Fund (each a "Fund" and
collectively the "Funds"), each a series of JPM Series Trust (the "Trust") (a
Massachusetts business trust), FDI Distribution Services, Inc. ("FDSI"), a
Delaware corporation, hereby represents and warrants to the Trust as follows:
1. That this purchase agreement (the "Agreement") shall be entered into
for the benefit of the Trust and each Fund, such benefit to be evidenced by the
Trust's acceptance of the terms of this Agreement by signature inscribed at the
end hereof,
2. That FDSI hereby purchases the following shares (par value $0.001
per shares) of the Funds (the "Shares") by deposit of the sums indicated,
determined at the net asset value of the Shares (the "Cash Deposit").
Fund Shares Cash Deposit
Tax Aware Equity Fund
(JPM Xxxxxxxx Shares) 2,500 $25,000
Tax Aware Disciplined Equity Fund
(JPM Xxxxxxxx Shares) 5,000 $50,000
California Bond Fund
(JPM Institutional Shares) 2,500 $25,000
3. That the Shares are being acquired for investment purposes and not
with a view to the distribution thereof.
4. FDSI agrees that if it or any direct or indirect transferee of any
of the Shares of a Fund redeems any of such Shares prior to the fifth
anniversary of the commencement of investment operations of that Fund, FDSI will
pay to that Fund an amount equal to the number resulting from multiplying the
Fund's total unamortized organizational expenses by a fraction, the numerator of
which is equal to the number of Shares redeemed by FDSI or such transferee and
the denominator of which is equal to the number of Shares held by FDSI
outstanding as of the date of such redemption, as long as the administrative
position of the staff of the Securities and Exchange Commission requires such
reimbursement.
5. That FDSI is authorized and otherwise duly qualified to purchase and
hold such Shares and to enter into this Agreement.
FDI Distribution Services, Inc.
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Senior Vice
President & Treasurer
Date: November 7, 1996
JPM Series Trust
By:/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
President and Treasurer
Date: November 7, 1996
JPM515B
