0001145443-06-003256 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT between
Investment Sub-Advisory Agreement • October 27th, 2006 • Jp Morgan Fleming Series Trust • New York

INVESTMENT SUBADVISORY AGREEMENT, effective as of the 29th day of September, 2006, between J.P. Morgan Investment Management Inc. (the "Adviser"), a corporation organized and existing under the laws of the State of Delaware, and BlackRock Capital Management, Inc. ("Subadviser"), a corporation organized and existing under the laws of the State of New York.

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Appendix A Transfer Agency Agreement for JPMorgan Funds (Amended as of August 10, 2006)
Transfer Agency Agreement • October 27th, 2006 • Jp Morgan Fleming Series Trust

JPMorgan Emerging Markets Debt Fund JPMorgan Bond Fund JPMorgan Strategic Income Fund JPMorgan Short Term Bond Fund JPMorgan Enhanced Income Fund JPMorgan California Tax Free Bond Fund JPMorgan Intermediate Tax Free Bond Fund JPMorgan New York Tax Free Bond Fund JPMorgan Tax Aware Short-Intermediate Income Fund JPMorgan Tax Aware Disciplined Equity Fund JPMorgan Tax Aware Enhanced Income Fund JPMorgan Tax Aware U.S. Equity Fund JPMorgan Tax Aware Large Cap Growth Fund JPMorgan Tax Aware Large Cap Value Fund (to be renamed JPMorgan Equity Income II Fund as of 9/15/06) JPMorgan Intrepid International Fund JPMorgan Market Neutral Fund JPMorgan Emerging Markets Equity Fund JPMorgan International Opportunities Fund JPMorgan International Value Fund JPMorgan Asia Equity Fund JPMorgan Intrepid European Fund JPMorgan International Growth Fund JPMorgan International Small Cap Equity Fund JPMorgan Japan Fund JPMorgan International Equity Fund JPMorgan Disciplined Equity

May 1, 2006
Fee Waiver Agreement • October 27th, 2006 • Jp Morgan Fleming Series Trust
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