JPM SERIES TRUST
N-1A/A, 1996-11-05
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As filed with the U.S. Securities and Exchange Commission on November 7, 1996
Registration Nos. 33-11125 and 811-07795
    

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
   
                          PRE-EFFECTIVE AMENDMENT NO. 1

                                       AND
    
                             REGISTRATION STATEMENT
                    UNDER THE INVESTMENT COMPANY ACT OF 1940
   
                                 AMENDMENT NO. 1
    

                                JPM SERIES TRUST
               (Exact Name of Registrant as Specified in Charter)

            60 State Street, Suite 1300, Boston, Massachusetts 02109
                    (Address of Principal Executive Offices)

        Registrant's Telephone Number, including Area Code: (617) 557-0700

                                John E. Pelletier
            60 State Street, Suite 1300, Boston, Massachusetts 02109
                     (Name and Address of Agent for Service)

                                    Copy to:
                              Stephen K. West, Esq.
                               Sullivan & Cromwell
                   125 Broad Street, New York, New York 10004

Approximate Date of Proposed Public Offering:  As soon as practicable after
the effective date of this registration statement.

The Registrant hereby amends this  registration  statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this registration  statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  registration  statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.  Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended,  the  Registrant  hereby elects to register an indefinite  number of
shares of Registrant and any series thereof hereinafter created.

<PAGE>


JPM SERIES TRUST
CROSS-REFERENCE SHEET
(As Required by Rule 495)

PART A ITEM NO.:  Prospectus Headings.

1.  COVER PAGE:  Cover Page.
   
2.  SYNOPSIS:  Expense Table.
    
3.  CONDENSED FINANCIAL INFORMATION:  Not applicable.
   
4.  GENERAL DESCRIPTION OF REGISTRANT:  Cover Page; Expense Table;
    Investment Objective and Policies; Additional Investment Practices
    and Risks; Investment Policies and Restrictions; Organization.

5.  MANAGEMENT OF THE FUND:  Management of the Fund; Shareholder Servicing;
    Additional Information.
    
5A. MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE:  Not applicable.

6.  CAPITAL STOCK AND OTHER SECURITIES:  Net Asset Value; Purchase of Shares;
    Taxes; Dividends and Distributions; Organization.

7.  PURCHASE OF SECURITIES BEING OFFERED:  Purchase of Shares; Exchange of
    Shares (if applicable); Who May be a Suitable Investor in the Fund(s);
    Dividends and Distributions; Net Asset Value.
   

8.  REDEMPTION OR REPURCHASE:  Redemption of Shares; Exchange of Shares (if
    applicable); Net Asset Value.
    
9.  PENDING LEGAL PROCEEDINGS:  Not applicable.


PART B ITEM NO.:  Statement of Additional Information Headings.

10. COVER PAGE:  Cover Page.

11. TABLE OF CONTENTS:  Table of Contents.

12. GENERAL INFORMATION AND HISTORY:  General.

13. INVESTMENT OBJECTIVES AND POLICIES:  Investment Objectives and Policies;
    Investment Restrictions; Appendices A and B.

14. MANAGEMENT OF THE FUND:  Trustees and Officers.

15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES:  Description of
    Shares.


<PAGE>
   
16. INVESTMENT ADVISORY AND OTHER SERVICES:  Investment Advisor; Distributor;
    Co-Administrator; Services Agent; Custodian and Transfer Agent; Independent
    Accountants; Expenses.
    
17. BROKERAGE ALLOCATION AND OTHER PRACTICES:  Portfolio Transactions.

18. CAPITAL STOCK AND OTHER SECURITIES:  Massachusetts Trust; Description of
    Shares.

19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED:  Net Asset
    Value; Purchase of Shares; Redemption of Shares; Exchange of Shares.

20. TAX STATUS:  Taxes.
   
21. UNDERWRITERS:  Distributor.
    
22. CALCULATION OF PERFORMANCE DATA:  Performance Data.

23. FINANCIAL STATEMENTS:  Financial Statements.


PART C

    Information  required  to be  included  in  Part C is set  forth  under  the
appropriately numbered items included in Part C of this registration statement.





<PAGE>

                                     PART C

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements:

The following financial statements are included in Part A:

Not applicable.

The following financial statements are included in Part B:
   
Tax Aware Equity Fund:  Statement of Assets and Liabilities at November 4,
1996
Report of Independent Accountants

Tax Aware Disciplined Equity Fund:  Statement of Assets and Liabilities at
November 4, 1996
Report of Independent Accountants

California Bond Fund:  Statement of Assets and Liabilities at November 4, 1996
Report of Independent Accountants    

(b) Exhibits
   
1    Declaration of Trust.(1)    
   
1(a) Amendment No. 1 to Declaration of Trust, Amended and Restated
     Establishment and Designation of Series and Classes of Shares.(2)    
   
2    Restated By-Laws.(2)    
   
5    Form of Investment Advisory Agreement between Registrant and Morgan
     Guaranty Trust Company of New York ("Morgan").(2)    
   
6    Form of Distribution Agreement between Registrant and Funds Distributor,
     Inc. ("FDI").(2)    
   
8    Form of Custodian Contract between Registrant and State Street Bank and
     Trust Company ("State Street").(2)    
   
9(a) Form of Co-Administration  Agreement between Registrant and FDI.(2)    
   
9(b) Form of Administrative Services Agreement between Registrant and
     Morgan.(2)    
   
9(c) Form of Transfer Agency and Service Agreement between Registrant and
     State Street.(2)    
   
9(d) Form of Shareholder Servicing Agreement between Registrant and
     Morgan.(2)    
   
11   Consent of independent accountants.(2)    
   
13   Purchase agreement with respect to Registrant's initial shares.(2)    
   
16   Schedule for computation of performance quotations.(2)    
   
17   Financial data schedules.(2)    
   
19   Powers of attorney.(2)    
- ------------------
   
(1) Incorporated herein from Registrant's registration statement on
    Form N-1A as filed on August 29, 1996 (Accession No. 0000912057-96-
    019242).
(2) Filed herewith.    

<PAGE>


ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

Not applicable.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

Title of Class:  Shares of Beneficial Interest (par value $0.001)
   
As of November 4, 1996

Tax Aware Equity Fund:  JPM Pierpont Shares:              1
Tax Aware Disciplined Equity Fund:  JPM Pierpont Shares:  1
California Bond Fund:  JPM Institutional Shares:          1
    
ITEM 27. INDEMNIFICATION.

Reference  is made to  Section  5.3 of  Registrant's  Declaration  of Trust  and
Section 5 of Registrant's Distribution Agreement.

Registrant,  its Trustees and officers are insured against  certain  expenses in
connection with the defense of claims, demands,  actions, suits, or proceedings,
and certain liabilities that might be imposed as a result of such actions, suits
or proceedings.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933,  as amended (the "1933 Act"),  may be  permitted to  directors,  trustees,
officers and controlling persons of the Registrant and the principal underwriter
pursuant to the  foregoing  provisions  or otherwise,  the  Registrant  has been
advised that in the opinion of the SEC such  indemnification  is against  public
policy as expressed  in the 1933 Act and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses  incurred or paid by a director,  trustee,
officer,  or controlling person of the Registrant and the principal  underwriter
in connection with the successful defense of any action, suite or proceeding) is
asserted  against  the  Registrant  by  such  director,   trustee,   officer  or
controlling person or principal  underwriter in connection with the shares being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.


<PAGE>

     Morgan is a New York trust company which is a wholly owned subsidiary of
J.P. Morgan & Co. Incorporated. Morgan conducts a general banking and trust
business.

     To the knowledge of the Registrant, none of the directors, except those set
forth below, or executive  officers of Morgan is or has been during the past two
fiscal years engaged in any other business,  profession,  vocation or employment
of a substantial  nature,  except that certain  officers and directors of Morgan
also hold various  positions with, and engage in business for, J.P. Morgan & Co.
Incorporated,  which owns all the outstanding  stock of Morgan.  Set forth below
are the names, addresses,  and principal business of each director of Morgan who
is  engaged  in  another  business,  profession,  vocation  or  employment  of a
substantial nature.

     Riley P. Bechtel: Chairman and Chief Executive Officer, Bechtel Group,
Inc.  (architectural design and construction).  His address is Bechtel Group,
Inc., P.O. Box 193965, San Francisco, CA 94119-3965.

     Martin Feldstein: President and Chief Executive Officer, National Bureau
of Economic Research, Inc.(national research institution). His address is
National Bureau of Economic Research, Inc., 1050 Massachusetts Avenue,
Cambridge, MA 02138-5398.

     Hanna H. Gray: President Emeritus, The University of Chicago (academic
institution). Her address is Department of History, The University of Chicago,
1126 East 59th Street, Chicago, IL 60637.

     James R. Houghton: Retired Chairman, Corning Incorporated (glass
products).  His address is R.D.#2 Spencer Hill Road, Corning, NY 14830.

     James L. Ketelsen: Retired Chairman and Chief Executive Officer, Tenneco
Inc. (oil, pipe-lines, and manufacturing). His address is Tenneco, Inc., P.O.
Box 2511, Houston, TX 77252-2511.
   
    
     Lee R. Raymond: Chairman and Chief Executive Officer, Exxon Corporation
(oil, natural gas, and other petroleum products). His address is Exxon
Corporation, 5959 Las Colinas Boulevard, Irving, TX 75039-2298.

     Richard D. Simmons: Former President, The Washington Post Company and
International Herald Tribune (newspapers). His address is P.O. Box 242,
Sperryville, VA 22740.

     Douglas C. Yearley: Chairman, President and Chief Executive Officer,
Phelps Dodge Corporation (chemicals). His address is Phelps Dodge Corporation,
2600 N. Central Avenue, Phoenix, AZ 85004-3014.

<PAGE>

ITEM 29. PRINCIPAL UNDERWRITERS.

(a) FDI, located at 60 State Street, Suite 1300, Boston, Massachusetts 02109, is
the  principal  underwriter  of the  Registrant's  shares.  FDI is an indirectly
wholly owned subsidiary of Boston  Institutional Group, Inc., a holding company,
all  of  whose  outstanding  shares  are  owned  by  key  employees.  FDI  is  a
broker-dealer registered under the Securities Exchange Act of 1934, as amended.

FDI acts as principal  underwriter of the following  investment  companies other
than the Registrant:

BJB Investment Funds
Foreign Fund, Inc.
Fremont Mutual Funds
H.T. Insight Funds, Inc.
The Harris Insight Funds Trust
LKCM Fund
The Munder Funds, Inc.
The Munder Funds Trust
The PanAgora Institutional Funds
RCM Capital Funds, Inc.
RCM Equity Funds, Inc.
Skyline Funds
St. Clair Funds, Inc.
Waterhouse Investors Cash Management Fund, Inc.
   
The JPM Pierpont Funds
The JPM Institutional Funds
    
FDI does not act as depositor or investment adviser of any investment companies.

(b) The  following  is a list of  officers,  directors  and partners of FDI. The
principal address of all officers and directors is 60 State Street,  Suite 1300,
Boston, Massachusetts 02109.

Name; Positions and Offices with Underwriter; Position and Offices with
Registrant:

Marie E. Connolly; Director, President and Chief Executive Officer; Vice
President and Assistant Treasurer

Richard W. Ingram; Senior Vice President; President and Treasurer

John E. Pelletier; Senior Vice President and General Counsel; Vice President
and Secretary

Donald R. Roberson; Senior Vice President; None

John F. Tower III; Senior Vice President, Chief Financial Officer and
Treasurer; Vice President and Assistant Treasurer

Rui M. Moura; First Vice President; None

<PAGE>

Bernard A. Whalen; First Vice President; None

John W. Gomez; Chairman and Director; None

William J. Nutt; Director; None

The  information  required  by this Item 29 with  respect to each  director  and
officer of FDI is  incorporated  herein by  reference  to  Schedule A of Form BD
filed by FDI  pursuant  to the  Securities  Exchange  Act of 1934  (SEC File No.
20518).

(c) Not applicable.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.

All  accounts,  books and other  documents  required to be maintained by Section
31(a) of the  Investment  Company Act of 1940, as amended (the "1940 Act"),  and
the Rules thereunder will be maintained at the offices of:
   
Morgan  Guaranty  Trust Company of New York: 60 Wall Street,  New York, New York
10260-0060,  9 West 57th Street,  New York,  New York 10019 or 522 Fifth Avenue,
New York,  New York 10036  (records  relating  to its  functions  as  investment
advisor, shareholder servicing agent and administrative services agent).
    
State Street Bank and Trust Company:  1776 Heritage Drive, North Quincy,
Massachusetts 02171 (records relating to its functions as custodian, transfer
agent and dividend disbursing agent).

Funds Distributor, Inc.:  60 State Street, Suite 1300, Boston, Massachusetts
02109 (records relating to its functions as distributor and co-administrator).
   
Pierpont Group, Inc.:  461 Fifth Avenue, New York, New York 10017 (records
relating to its assisting the Trustees in carrying out their duties in
supervising the Registrant's affairs).    

ITEM 31. MANAGEMENT SERVICES.

Not applicable.

ITEM 32. UNDERTAKINGS.

(a)  If the  information  called for by Item 5A of Form N-1A is contained in the
     latest annual report to  shareholders,  the  Registrant  shall furnish each
     person to whom a prospectus  is delivered  with a copy of the  Registrant's
     latest annual report to shareholders upon request and without charge.

(b)  The  Registrant  undertakes  to  file  a  post-effective  amendment,  using
     financials which need not be certified, within four to six months following
     the  commencement  of  public  investment  operations  of  each  Fund.  The
     financial  statements  included in such amendment will be as of and for the
     time period ended on a date  reasonably  close or as soon as practicable to
     the date of the filing of the amendment.

<PAGE>
   
(c)  The  Registrant  undertakes to comply with Section 16(c) of the 1940 Act as
     though such  provisions of the 1940 Act were  applicable to the Registrant,
     except that the request  referred to in the second full  paragraph  thereof
     may only be made by shareholders  who hold in the aggregate at least 10% of
     the outstanding shares of the Registrant, regardless of the net asset value
     of shares held by such requesting shareholders.
    
<PAGE>

                                   SIGNATURES

   
Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this registration  statement
on Form  N-1A to be  signed  on its  behalf  by the  undersigned,  thereto  duly
authorized in the City of Boston and  Commonwealth of  Massachusetts on the 6th
day of November, 1996.     

JPM SERIES TRUST


By /s/RICHARD W. INGRAM
   -------------------------
   Richard W. Ingram
   President and Treasurer

   
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on November 6, 1996.    
   
/s/RICHARD W. INGRAM
- --------------------------
Richard W. Ingram
President and Treasurer
(Principal Financial
and Accounting Officer)    
   
MATTHEW HEALEY*
- --------------------------
Matthew Healey
Trustee, Chairman and Chief Executive Officer

FREDERICK.S. ADDY*
- --------------------------
Frederick S. Addy
Trustee

WILLIAM G. BURNS*
- --------------------------
William G. Burns
Trustee

ARTHUR C. ESCHENLAUER*
- --------------------------
Arthur C. Eschenlauer
Trustee

MICHAEL P. MALLARDI*
- --------------------------
Michael P. Mallardi
Trustee


*By /s/RICHARD W. INGRAM
    --------------------------
    Richard W. Ingram,
    as attorney-in-fact pursuant to a power of attorney filed herewith.    

<PAGE>

                                INDEX TO EXHIBITS

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
   
   1(a)             Amendment No. 1 to Declaration of Trust, Amended and
                    Restated Establishment and Designation of Series and
                    Classes of Shares.

   2                Restated By-Laws.

   5                Form of Investment Advisory Agreement between Registrant
                    and Morgan Guaranty Trust Company of New York.

   6                Form of Distribution Agreement between Registrant and
                    Funds Distributor, Inc.

   8                Form of Custodian Contract between Registrant and State
                    Street Bank and Trust Company.

   9(a)             Form of Co-Administration Agreement between Registrant and
                    Funds Distributor, Inc.

   9(b)             Form of Administrative Services Agreement between
                    Registrant and Morgan Guaranty Trust Company of New York.

   9(c)             Form of Transfer Agency and Service Agreement between
                    Registrant and State Street Bank and Trust Company.

   9(d)             Form of Shareholder Servicing Agreement with Morgan
                    Guaranty Trust Company of New York.

   11               Consent of independent accountants.

   13               Purchase agreement with respect to Registrant's initial
                    shares.

   16               Schedule for computation of performance quotations.

   17               Financial data schedules.

   19               Powers of attorney.
    


                                                     Exhibit 1(a)


JPMSDT2.DOC
                                                                 Appendix I

[RECEIVED OCT 25 1996 SECRETARY OF THE COMMONWEALTH CORPORATIONS DIVISION]
[City of Boston Office of the City Clerk Received OCT 25 1996 City Clerk]

                                JPM SERIES TRUST
                     AMENDMENT NO. 1 TO DECLARATION OF TRUST

                     Amended and Restated Establishment and
                 Designation of Series and Classes of Shares of
                Beneficial Interest (par value $0.001 per share)


         Pursuant to Sections 6.9 and 9.3 of the Declaration of Trust, dated as
of August 15, 1996 (the "Declaration of Trust"), of JPM Series Trust (the
"Trust"), the Trustees of the Trust hereby amend and restate the Establishment
and Designation of Series and Classes appended to the Declaration of Trust to
change the names of Tax Aware Active Equity Fund and Tax Aware Research Enhanced
Index Fund, two of the three initial series of Shares (as defined in the
Declaration of Trust) (each a "Fund" and collectively the "Funds") of the Trust.

         1.  The Funds shall be renamed and/or redesignated as follows:

                  Tax Aware Equity Fund
                  Tax Aware Disciplined Equity Fund
                  California Bond Fund

         Each Fund and, as applicable, each class into which the Shares of each
Fund are divided shall have the following special and relative rights:

         2. Each Fund shall be authorized to hold cash, invest in securities,
instruments and other properties and use investment techniques as from time to
time described in the Trust's then currently effective registration statement
under the Securities Act of 1933. Each Share of a Fund shall be redeemable,
shall be entitled to one vote for each dollar of net asset value (or a
proportionate fractional vote in respect of a fractional dollar amount) on
matters on which Shares of the Fund shall be entitled to vote, shall represent a
pro rata beneficial interest in the assets allocated or belonging to the Fund,
and shall be entitled to receive its pro rata share of the net assets of the
Fund upon liquidation of the Fund, all as provided in Section 6.9 of the
Declaration of Trust. The proceeds of sales of Shares of a Fund, together with
any income and gain thereon, less any diminution or expenses thereof, shall
irrevocably belong to that Fund, unless otherwise required by law.

         3. Tax Aware Equity Fund, Tax Aware Disciplined Equity Fund and
California Bond Fund shall each be divided into two classes of Shares designated
"JPM Pierpont Shares" and "JPM Institutional Shares", respectively.

         4.  Shares of each class shall be entitled to all the rights and
preferences accorded to Shares under the Declaration of Trust.

         5.  The number of Shares of each class designated hereby shall be
unlimited.


<PAGE>


         6. Shareholders of each class shall vote separately on any matter to
the extent required by, and any matter shall be deemed to have been effectively
acted upon with respect to that class as provided in, Rule 18f-2 or Rule 18f-3,
as from time to time in effect, under the Investment Company Act of 1940, as
amended (the 1940 Act ), or any successor rule, and by the Declaration of Trust.
Shareholders of any class may vote together with shareholders of any other class
on any matter for which the interests of the classes do not materially differ,
and shareholders of all classes of all Funds may vote together on Trust-wide
matters.

         7. The Trust's assets and liabilities shall be allocated among the
Funds and the classes thereof as set forth in Section 6.9 of the Declaration of
Trust.

         8. Subject to the provisions of Section 6.9 and Article IX of the
Declaration of Trust, the Trustees (including any successor Trustees) shall have
the right at any time and from time to time to reallocate assets and expenses,
to change the designation of any Fund or class previously, now or hereafter
created, or otherwise to change the special and relative rights of any Fund or
class or any such other series of Shares or class thereof.

         IN WITNESS WHEREOF, the undersigned have executed this instrument as of
the 9th day of October, 1996. This instrument may be executed by the Trustees on
separate counterparts but shall be effective only when signed by a majority of
the Trustees.


                                                  /s/ Christopher J. Kelley
                                                      Christopher J. Kelley

                                                  /s/ Richard W. Ingram
                                                      Richard W. Ingram

                                                  /s/ John E. Pelletier
                                                      John E. Pelletier

JPMSDT2.DOC


                                                                   Exhibit 2

JPM345A


                          AMENDED AND RESTATED BY-LAWS
                                       OF
                     EACH MASTER TRUST LISTED ON SCHEDULE I
                                       AND
                     EACH FEEDER TRUST LISTED ON SCHEDULE II
                                       AND
                   EACH STAND ALONE TRUST LISTED ON SCHEDULE III


                                    ARTICLE I

                                   DEFINITIONS

         Each Trust  listed on Schedule I is  referred to in these  By-Laws as a
"Master Trust". Each Trust listed on Schedule II is referred to in these By-Laws
as a "Feeder  Trust".  Each Trust listed on Schedule III is referred to in these
By-Laws as a "Stand Alone Trust".

         In the case of each  Trust,  unless  otherwise  specified,  capitalized
terms have the  respective  meanings  given them in the  Declaration of Trust of
such Trust  dated as of the date set forth in  Schedule I, II or III, as amended
from time to time.  In the case of each Feeder Trust and each Stand Alone Trust,
the term "Holder" has the meaning given the term "Shareholder" in the respective
Declarations of Trust.

                                   ARTICLE II

                                     OFFICES

         Section 1.  Principal  Office.  In the case of each Master  Trust,  the
principal  office  of the  Trust  shall  be in such  place as the  Trustees  may
determine from time to time, provided that the principal office shall be outside
the  United  States  of  America  if the  Trustees  determine  that the Trust is
intended  to be operated  so that it is not  engaged in United  States  trade or
business for United  States  federal  income tax  purposes.  In the case of each
Feeder  Trust and each Stand Alone Trust,  until  changed by the  Trustees,  the
principal office of the Trust in the  Commonwealth of Massachusetts  shall be in
the City of Boston, County of Suffolk.

         Section  2.  Other  Offices.  The Trust may have  offices in such other
places  without as well as within the state of its  organization  and the United
States of America as the Trustees may from time to time determine.

                                   ARTICLE III

                                     HOLDERS

         Section 1.  Meetings of  Holders.  Meetings of Holders may be called at
any time by a majority of the  Trustees  and shall be called by any Trustee upon
written request of Holders holding,  in the aggregate,  not less than 10% of the
Interests  in the  case of each  Master  Trust or 10% of the  voting  securities
entitled to vote  thereat in the case of each Feeder  Trust and each Stand Alone
Trust, such request specifying the purpose or purposes for which such meeting is
to be called.

         Any  such  meeting  shall  be held  within  or  without  the  state  of
organization of the Trust and within, or, if applicable, in the case of a Master
Trust only without, the United States of America on such day

<PAGE>
and at such time as
the Trustees shall designate.  Holders of one third of the Interests in the case
of each  Master  Trust or one third of the voting  securities  entitled  to vote
thereat in the case of each Feeder Trust and each Stand Alone Trust,  present in
person  or by  proxy,  shall  constitute  a quorum  for the  transaction  of any
business,  except as may otherwise be required by the 1940 Act, other applicable
law, the Declaration or these By-Laws.  If a quorum is present at a meeting,  an
affirmative vote of the Holders present in person or by proxy, holding more than
50% of the  total  Interests  in the case of each  Master  Trust,  or 50% of the
voting securities  entitled to vote thereat in the case of each Feeder Trust and
each Stand Alone Trust,  present,  either in person or by proxy, at such meeting
constitutes  the action of the Holders,  unless a greater  number of affirmative
votes is required by the 1940 Act,  other  applicable  law, the  Declaration  or
these By-Laws.

         All or any one or more Holders may  participate in a meeting of Holders
by means of a conference telephone or similar communications  equipment by means
of which all persons  participating  in the  meeting  can hear each  other,  and
participation  in a  meeting  by means of such  communications  equipment  shall
constitute presence in person at such meeting.

         In the case of The Series  Portfolio  or any Feeder  Trust or any Stand
Alone  Trust,  whenever a matter is required to be voted by Holders of the Trust
in the  aggregate  under Section 9.1 and Section 9.2 of the  Declaration  of The
Series  Portfolio  or Section  6.8 and  Section  6.9 and  Section  6.9(g) of the
Declaration of the Feeder Trust and the Stand Alone Trust,  the Trust may either
hold a meeting  of  Holders of all  series,  as  defined  in Section  1.2 of the
Declaration  of The Series  Portfolio or Section 6.9 of the  Declaration  of the
Feeder Trust and the Stand Alone Trust, to vote on such matter, or hold separate
meetings  of Holders of each of the  individual  series to vote on such  matter,
provided that (i) such separate  meetings  shall be held within one year of each
other,  (ii) a quorum  consisting  of the  Holders  of one  third of the  voting
securities of the  individual  series  entitled to vote shall be present at each
such separate meeting except as may otherwise be required by the 1940 Act, other
applicable law, the  Declaration or these By-Laws and (iii) a quorum  consisting
of the Holders of one third of all voting  securities  of the Trust  entitled to
vote, except as may otherwise be required by the 1940 Act, other applicable law,
the  Declaration  or these  By-Laws,  shall be present in the  aggregate at such
separate meetings,  and the votes of Holders at all such separate meetings shall
be aggregated in order to determine if sufficient  votes have been cast for such
matter to be voted.

         Section 2.  Notice of  Meetings.  Notice of each  meeting  of  Holders,
stating  the  time,  place and  purpose  of the  meeting,  shall be given by the
Trustees by mail to each Holder, at its registered  address,  mailed at least 10
days and not more than 60 days before the meeting.  Notice of any meeting may be
waived in  writing  by any  Holder  either  before or after  such  meeting.  The
attendance of a Holder at a meeting shall  constitute a waiver of notice of such
meeting  except in the  situation  in which a Holder  attends a meeting  for the
express  purpose of objecting to the  transaction  of any business on the ground
that the  meeting was not  lawfully  called or  convened.  At any  meeting,  any
business properly before the meeting may be considered  whether or not stated in
the  notice of the  meeting.  Any  adjourned  meeting  may be held as  adjourned
without further notice.

         In the case of The  Series  Portfolio  and each  Feeder  Trust and each
Stand Alone Trust,  where separate  meetings are held for Holders of each of the
individual  series to vote on a matter required to be voted on by

                                     2
<PAGE>
Holders of the
Trust in the aggregate,  as provided in Article III, Section 1 above,  notice of
each such separate  meeting shall be provided in the manner  described  above in
this Section 2.

         Section 3. Record Date for Meetings. For the purpose of determining the
Holders who are entitled to notice of and to vote at any  meeting,  the Trustees
may from time to time fix a date, not more than 90 days prior to the date of any
meeting of Holders as a record date for the  determination  of the Persons to be
treated as Holders for such purpose.

         In the case of The  Series  Portfolio  and each  Feeder  Trust and each
Stand Alone Trust,  where separate  meetings are held for Holders of each of the
individual  series to vote on a matter required to be voted on by Holders of the
Trust in the aggregate,  as provided in Article III, Section 1 above, the record
date of each such separate  meeting shall be determined in the manner  described
above in this Section 3.

         Section 4. Voting,  Proxies,  Inspectors of Election. At any meeting of
Holders, any Holder entitled to vote thereat may vote by proxy, provided that no
proxy  shall be voted at any  meeting  unless it shall have been  placed on file
with the  Secretary,  or with such  other  officer  or agent of the Trust as the
Secretary may direct,  for verification  prior to the time at which such vote is
to be taken.  A proxy may be revoked by a Holder at any time  before it has been
exercised by placing on file with the  Secretary,  or with such other officer or
agent of the Trust as the Secretary  may direct,  a later dated proxy or written
revocation.  Pursuant to a resolution of a majority of the Trustees, proxies may
be  solicited  in the name of the Trust or of one or more  Trustees or of one or
more officers of the Trust. No proxy shall be valid after one year from the date
of its execution, unless a longer period is expressly stated in the proxy.

         In the case of each Master Trust, only Holders on the record date shall
be  entitled  to  vote  and  each  such  Holder  shall  be  entitled  to a  vote
proportionate  to its  Interest.  In the  case of each  Feeder  Trust,  (i) only
Holders on the record date shall be entitled to vote,  and (ii) each whole Share
shall be  entitled  to vote as to any matter on which it is entitled to vote and
each  fractional  Share shall be entitled to a  proportionate  fractional  vote,
except that Shares held in the treasury of the Trust shall not be voted.  In the
case of each Stand Alone Trust,  unless the Trustees  determine  that each Share
will entitle Holders to one vote per Share, on any matter submitted to a vote of
Holders of Shares of any series or class  thereof,  if any,  each  dollar of net
asset  value  (number of Shares  owned  times net asset  value per Share of such
series or class,  as applicable)  shall be entitled to one vote on any matter on
which such shares are entitled to vote and each  fractional  dollar amount shall
be entitled to a proportionate  fractional vote,  except that Shares held in the
treasury of the Trust shall not be voted.  In the case of each Feeder  Trust and
each Stand  Alone  Trust,  (i)  Shares  shall be voted by  individual  series or
classes thereof, if any, on any matter submitted to a vote of the Holders of the
Trust except as provided in Section 6.9(g) of the  Declaration,  and (ii) at any
meeting of Holders  of the Trust or of any  series or class  thereof,  if any, a
Shareholder  Servicing  Agent may vote any Shares as to which  such  Shareholder
Servicing Agent is the agent of record.

         The Chairman of the meeting may, and upon the request of the Holders of
10% of the  Interests  or Shares,  as the case may be,  entitled to vote at such
election  shall,  appoint one or three  inspectors  of election  who shall first
subscribe an oath or affirmation to execute  faithfully the duties of inspectors
at such  election  with strict  impartiality  and according to the best of their
ability,  and shall after

                                        3
<PAGE>

the election  certify the result of the vote taken. No
candidate  for Trustee  shall be appointed  such  inspector.  If there are three
inspectors of election,  the  decision,  act or  certification  of a majority is
effective in all respects as the decision, act or certificate of all.

         At every  meeting of the  Holders,  all proxies  shall be required  and
taken in  charge of and all  ballots  shall be  required  and  canvassed  by the
Secretary  of  the  meeting,   who  shall  decide  all  questions  touching  the
qualification  of  voters,  the  validity  of the  proxies,  the  acceptance  or
rejection  of votes and any other  questions  related to the conduct of the vote
with  fairness to all Holders,  unless  inspectors  of election  shall have been
appointed,  in which  event the  inspectors  of election  shall  decide all such
questions.  On request of the Chairman of the  meeting,  or of any Holder or his
proxy,  the Secretary shall make a report in writing of any question  determined
and shall execute a certificate  of facts found,  unless  inspectors of election
shall have been  appointed,  in which event the  inspectors of election shall do
so.

         When an Interest is held or Shares are held jointly by several Persons,
any one of them may vote at any meeting in person or by proxy in respect of such
Interest or Shares,  but if more than one of them is present at such  meeting in
person or by proxy,  and such joint owners or their proxies so present  disagree
as to any vote to be cast,  such vote shall not be  received  in respect of such
Interest  or Shares.  A proxy  purporting  to be  executed  by or on behalf of a
Holder shall be deemed valid unless challenged at or prior to its exercise,  and
the burden of proving invalidity shall rest on the challenger.

         Section 5. Holder Action by Written Consent. In the case of each Master
Trust,  any action which may be taken by Holders may be taken  without a meeting
if Holders of all  Interests  entitled to vote  consent to the action in writing
and the written  consents are filed with the records of the meetings of Holders.
In the case of each Feeder  Trust and each Stand Alone  Trust,  any action which
may be taken by Holders  may be taken  without a meeting  if  Holders  holding a
majority of Shares  entitled  to vote on the matter (or such  larger  proportion
thereof as shall be  required  by law,  the  Declaration  or these  By-Laws  for
approval  of such  matter)  consent  to the action in  writing  and the  written
consents are filed with the records of the meetings of Holders.

         Such  consents  shall be treated for all  purposes as a vote taken at a
meeting of Holders.  Each such written consent shall be executed by or on behalf
of the Holder delivering such consent and shall bear the date of such execution.
No such  written  consent  shall be  effective  to take the action  referred  to
therein unless, within one year of the earliest dated consent,  written consents
executed  by a  sufficient  number of Holders to take such action are filed with
the records of the meetings of Holders.

         Section 6.  Conduct of Meetings.  The meetings of the Holders  shall be
presided  over by the  Chairman,  or if he is not  present,  by a Chairman to be
elected at the meeting.  The  Secretary of the Trust,  if present,  shall act as
secretary  of such  meetings,  or if he is not present,  an Assistant  Secretary
shall so act; if neither the Secretary  nor any Assistant  Secretary is present,
then the meeting shall elect its secretary

                                        4

<PAGE>
                                   ARTICLE IV

                                    TRUSTEES

         Section 1. Place of Meeting, etc. The Trustees may hold their meetings,
have one or more offices, and keep the books of the Trust, inside or outside the
state of  organization  of the Trust or the  United  States of  America,  at any
office  of the  Trust  or at any  other  place  as they  may  from  time to time
determine,  or in the case of meetings,  as they may from time to time determine
or as shall be specified or fixed in the respective notices or waivers of notice
thereof.

         Section 2.  Meetings.  Meetings of the Trustees shall be held from time
to time upon the call of the Chairman or any two Trustees.  The  President,  the
Secretary  or an Assistant  Secretary  may call  meetings  only upon the written
direction of the  Chairman or two  Trustees.  The Trustees  shall hold an annual
meeting for the election of officers and transaction of other business which may
come before such meeting.  Regular  meetings of the Trustees may be held without
call or notice at a time and place fixed by resolution  of the Trustees.  Notice
of any other meeting  shall be mailed or otherwise  given not less than 24 hours
before the meeting but may be waived in writing by any Trustee  either before or
after such meeting.  Notice shall be given of any proposed action to be taken by
written  consent.  Notice of a meeting or proposed action to be taken by written
consent may be given by  telegram  (which term shall  include a  cablegram),  by
telecopier or delivered  personally (which term shall include by telephone),  as
well as by mail.  The  attendance of a Trustee at a meeting  shall  constitute a
waiver of  notice of such  meeting  except in the  situation  in which a Trustee
attends a meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting  was not  lawfully  called or  convened.
Neither the business to be transacted at, nor the purpose of, any meeting of the
Trustees need be stated in the notice or waiver of notice of such meeting.

         Section 3. Quorum. A quorum for all meetings of the Trustees shall be a
majority of the Trustees. Unless provided otherwise in the Declaration, the 1940
Act or other  applicable  law,  any  action  of the  Trustees  may be taken at a
meeting by vote of a majority of the Trustees  present (a quorum being present).
In the absence of a quorum,  a majority of the Trustees  present may adjourn the
meeting  from  time to time  until a  quorum  shall  be  present.  Notice  of an
adjourned meeting need not be given.

         With respect to actions of the  Trustees,  Trustees who are  Interested
Persons of the Trust or  otherwise  interested  in any action to be taken may be
counted  for  quorum  purposes  and  shall  be  entitled  to vote to the  extent
permitted by the 1940 Act.

         Section 4.  Committees.  The Trustees,  by the majority vote of all the
Trustees then in office, may appoint from the Trustees committees which shall in
each case consist of such number of Trustees  (not less than two) and shall have
and may exercise  such powers as the Trustees  may  determine in the  resolution
appointing  them.  Unless  provided  otherwise  in  the  Declaration  or by  the
Trustees,  a majority of all the members of any such committee may determine its
actions and fix the time and place of its  meetings.  With respect to actions of
any  committee,  Trustees who are  Interested  Persons of the Trust or otherwise
interested  in any action to be taken may be counted  for  quorum  purposes  and
shall be entitled to vote to the extent  permitted by the 1940 Act. The Trustees
shall  have  power at any time to  change  the  members  and  powers of any such
committee, to fill vacancies and to discharge any such committee. Each committee

                                         5
<PAGE>
shall keep  regular  minutes of its meetings and cause them to be filed with the
minutes of the proceedings of the Trustees.

         Section 5.  Telephone  Meetings.  All or any one or more  Trustees  may
participate in a meeting of the Trustees or any committee  thereof by means of a
conference telephone or similar  communications  equipment by means of which all
individuals  participating in the meeting can hear each other, and participating
in a meeting by means of such communications equipment shall constitute presence
in person at such meeting.  Any conference  telephone meeting shall be deemed to
have been held at a place designated by the Trustees at the meeting.

         Section 6. Action without a Meeting.  Any action  required or permitted
to be taken at any meeting of the Trustees or any committee thereof may be taken
without a meeting,  if a written  consent to such action is signed either by all
the  Trustees  or all  members  of such  committee  then in  office or by an 80%
majority  of the  Trustees  or an 80%  majority  of members  of such  committee,
provided that no action by 80% majority  consent  shall be effective  unless and
until (i) each Trustee or committee  member signing such consent shall have been
advised in writing of the following information:  the identity of any Trustee or
committee  member not signing  such consent and the reasons for his not signing;
and (ii) after receiving such information  signing Trustees or committee members
who  represent  an 80%  majority  then in office  indicate  in writing  that the
consent shall become effective by 80% majority, rather than unanimous,  consent.
All such  effective  written  consents  shall be filed  with the  minutes of the
proceedings of the Trustees and treated as a vote for all purposes.

         Section 7.  Compensation.  The  Trustees  shall be entitled to receive
such  compensation  from the Trust for their services as may from time to time
be voted by the Trustees.

         Section 8.  Chairman.  The Trustees  may, by a majority vote of all the
Trustees,  elect from their own number a Chairman,  to serve until his successor
shall have been duly elected and qualified; the Chairman may serve on committees
of the  Trustees.  The  Chairman  shall not be an officer of the Trust solely by
virtue of his serving as Chairman. The Chairman shall preside at all meetings of
the  Trustees  at which he is present,  shall  serve as the liaison  between the
Trustees  and the officers of the Trust and between the Trustees and their staff
and shall have such other  duties as from time to time may be assigned to him by
the Trustees.

         Section 9. Trustees'  Staff;  Counsel for the Trust and Trustees,  etc.
The Trustees  may employ or contract  with one or more Persons to serve as their
staff and to provide such services  related  thereto as may be  determined  from
time to time. The Trustees may employ  attorneys as counsel for the Trust and/or
the  Trustees  and may  engage  such  other  experts  or  consultants  as may be
determined from time to time.

                                    ARTICLE V

                                    OFFICERS

         Section 1. General  Provisions.  The Trustees may elect or appoint such
officers or agents as the business of the Trust may require,  including  without
limitation a Chief Executive Officer, a President,  one or more Vice Presidents,
a  Treasurer,  a Secretary,  one or more  Assistant  Treasurers  and one or more
Assistant Secretaries. The Trustees may delegate to any officer or committee the
power to appoint any subordinate officers or agents.

                                        6
<PAGE>

         Section  2.  Term of Office  and  Qualifications.  Except as  otherwise
provided  by law,  the  Declaration  or  these  ByLaws,  each  of the  principal
executive  officer described in Section 4 below, the Treasurer and the Secretary
shall hold office until a successor  shall have been duly elected and qualified,
and any other  officers  shall hold office at the pleasure of the Trustees.  Any
two or more offices may be held by the same Person,  provided  that at least two
different individuals shall serve as officers.  Any officer may be, but does not
need be, a Trustee.

         Section 3. Removal. The Trustees may remove any officer with or without
cause by a vote of a majority of the Trustees.  Any subordinate officer or agent
appointed  by any officer or committee  may be removed with or without  cause by
such appointing officer or committee.

         Section 4. Powers and Duties of the Chief Executive Officer; President.
The Chief Executive Officer, if any, shall be the principal executive officer of
the Trust.  Subject to the control of the Trustees,  the Chief Executive Officer
shall (i) at all times  exercise  general  supervision  and  direction  over the
affairs of the Trust, (ii) have the power to grant, issue,  execute or sign such
documents as may be deemed  advisable or necessary in the ordinary course of the
Trust's  business  and (iii) have such  other  powers and duties as from time to
time may be assigned by the Trustees.

         If there is no Chief  Executive  Officer,  the  President  shall be the
principal  executive  officer  of the Trust and shall have the powers and duties
set forth above in this Section 4. If there is a Chief  Executive  Officer and a
President,  the President shall have such powers and duties as from time to time
may be assigned by the Trustees or the Chief Executive Officer.

         Section  5.  Powers and Duties of Vice  Presidents.  In the  absence or
disability of the President,  any Vice  President  designated by the Trustees or
the President shall perform all the duties,  and may exercise any of the powers,
of the President.  Each Vice  President  shall perform such other duties as from
time to time may be  assigned  to him by the  Trustees  or the  Chief  Executive
Officer.

         Section 6. Powers and Duties of the Treasurer.  The Treasurer  shall be
the principal financial and accounting officer of the Trust. The Treasurer shall
deliver  all  funds of the Trust  which  may come into his hands to the  Trust's
custodian.  The Treasurer  shall render a statement of condition of the finances
of the Trust to the  Trustees as often as they shall  require the same and shall
in general  perform all the duties  incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the Trustees.

         Section 7. Powers and Duties of the Secretary. The Secretary shall keep
the minutes of all  meetings of the Holders in proper  books  provided  for that
purpose;  shall keep the  minutes of all  meetings of the  Trustees;  shall have
custody of the seal of the Trust,  if any;  and shall have  charge of the Holder
lists and records unless the same are in the charge of the Transfer  Agent.  The
Secretary  shall  attend to the  giving  and  serving of notices by the Trust in
accordance  with the  provisions  of these  By-Laws and as required by law;  and
subject to these By-Laws,  shall in general  perform all the duties  incident to
the  office  of  Secretary  and such  other  duties  as from time to time may be
assigned to him by the Trustees.

         Section 8. Powers and Duties of Assistant Treasurers. In the absence or
disability of the Treasurer,  any Assistant Treasurer designated by the Trustees
shall  perform  all the  duties,  and may  exercise

                                        7

<PAGE>
any of the  powers,  of the Treasurer. Each Assistant Treasurer shall perform
such other duties as from time to time may be assigned to him by the Trustees.

         Section 9. Powers and Duties of Assistant  Secretaries.  In the absence
or  disability  of the  Secretary,  any  Assistant  Secretary  designated by the
Trustees shall perform all of the duties, and may exercise any of the powers, of
the Secretary.  Each Assistant Secretary shall perform such other duties as from
time to time may be assigned to him by the Trustees.

         Section 10. Compensation of Officers.  Subject to any applicable law or
provision of the Declaration,  any compensation of any officer may be fixed from
time to time by the Trustees.  No officer shall be prevented  from receiving any
such  compensation  as such  officer  by  reason  of the fact  that he is also a
Trustee.  If no such  compensation is fixed for any officer,  such officer shall
not be entitled to receive any compensation from the Trust.

         Section  11.  Bond and Surety.  As  provided  in the  Declaration,  any
officer  may  be  required  by  the  Trustees  to be  bonded  for  the  faithful
performance  of his duties in the amount and with such  sureties as the Trustees
may determine.

                                   ARTICLE VI

                                      SEAL

         The  Trustees  may adopt a seal  which  shall be in such form and shall
have such inscription thereon as the Trustees may from time to time prescribe.

                                   ARTICLE VII

                                   FISCAL YEAR

         The Trust may have different fiscal years for its separate and distinct
series,  if  applicable.  The fiscal year(s) of the Trust shall be determined by
the  Trustees,   provided  that  the  Trustees  (or  the  Treasurer  subject  to
ratification by the Trustees) may from time to time change any fiscal year.

                                  ARTICLE VIII

                                    CUSTODIAN

         Section 1.  Appointment  and Duties.  The  Trustees  shall at all times
employ  one or more  banks or trust  companies  having a  capital,  surplus  and
undivided  profits of at least  $50,000,000  as custodian  with authority as the
Trust's  agent,  but  subject  to  such  restrictions,   limitations  and  other
requirements, if any, as may be contained in the Declaration,  these By-Laws and
the 1940 Act:

         (i) to hold the securities owned by the Trust and deliver the same upon
         written  order;  (ii) to receive  and receipt for any monies due to the
         Trust and deposit the same in its own banking  department  or elsewhere
         as the Trustees may direct; (iii) to disburse such funds upon orders or
         vouchers;  (iv) if authorized  by the  Trustees,  to keep the books and
         accounts of the Trust and furnish clerical and accounting services; and
         (v) if  authorized  by the  Trustees,  to compute the net income of

                                           8
<PAGE>

         the
         Trust  and the net  asset  value of the  Trust  or, in the case of each
         Feeder Trust and each Stand Alone Trust, Shares; all upon such basis of
         compensation  as may be  agreed  upon  between  the  Trustees  and  the
         custodian.

         The Trustees  may also  authorize  the  custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services of the
custodian  and upon such terms and  conditions as may be agreed upon between the
custodian and such  sub-custodian  and approved by the Trustees.  Subject to the
approval  of the  Trustees,  the  custodian  may enter  into  arrangements  with
securities  depositories.  All  such  custodial,  sub-custodial  and  depository
arrangements  shall be subject to, and comply with,  the  provisions of the 1940
Act and the rules and regulations promulgated thereunder.

         Section 2.  Successor  Custodian.  The Trust shall upon the resignation
or inability to serve of its custodian or upon change of the custodian:

         (i) in case of such  resignation  or inability  to serve,  use its best
         efforts to obtain a successor custodian; (ii) require that the cash and
         securities  owned by the Trust be delivered  directly to the  successor
         custodian;  and (iii) in the event that no successor  custodian  can be
         found, submit to the Holders before permitting delivery of the cash and
         securities owned by the Trust otherwise than to a successor  custodian,
         the question  whether the Trust shall be liquidated  or shall  function
         without a custodian.

                                   ARTICLE IX

                                 INDEMNIFICATION

         In the case of each Master Trust, insofar as the conditional  advancing
of indemnification monies under Section 5.4 of the Declaration for actions based
upon the 1940  Act may be  concerned,  such  payments  will be made  only on the
following conditions:

         (i) the advances must be limited to amounts  used,  or to be used,  for
         the preparation or  presentation of a defense to the action,  including
         costs connected with the preparation of a settlement; (ii) advances may
         be made only upon receipt of a written promise by, or on behalf of, the
         recipient to repay the amount of the advance  which  exceeds the amount
         to which it is  ultimately  determined  that he is  entitled to receive
         from the Trust by reason of indemnification; and (iii) (a) such promise
         must be  secured  by a surety  bond,  other  suitable  insurance  or an
         equivalent  form of security  which  assures that any  repayment may be
         obtained  by  the  Trust  without  delay  or  litigation,  which  bond,
         insurance or other form of security  must be provided by the  recipient
         of  the  advance,  or  (b)  a  majority  of a  quorum  of  the  Trust's
         disinterested,  nonparty Trustees, or an independent legal counsel in a
         written  opinion,  shall  determine,  based  upon a review  of  readily
         available facts,  that the recipient of the advance  ultimately will be
         found entitled to indemnification.

                                        9
<PAGE>
                                  ARTICLE X

                       AMENDMENTS, ADDITIONAL TRUSTS, ETC.

                 
                  The  Trustees  shall have the power to alter,  amend or repeal
these  By-Laws or adopt new  By-Laws at any time to the extent such power is not
reserved  to  the  Holders  by  the  1940  Act,  other  applicable  law  or  the
Declaration. Action by the Trustees with respect to these By-Laws shall be taken
by an affirmative  vote of a majority of the Trustees.  The Trustees shall in no
event adopt By-Laws which are in conflict with the Declaration.

         One or more additional trusts may be added to Schedule I or Schedule II
by  resolution of the trustees of such  trust(s),  provided that the trustees of
such  trust(s) are  identical to the Trustees of the Master  Trusts,  the Feeder
Trusts and the Stand Alone Trusts immediately prior to such addition.

         In the  case  of each  Master  Trust,  the  Declaration  refers  to the
Trustees as Trustees,  but not as  individuals  or  personally;  and no Trustee,
officer, employee or agent of the Trust shall be held to any personal liability,
nor shall resort be had to their private  property for the  satisfaction  of any
obligation or claim or otherwise in connection with the affairs of the Trust. In
the case of each Feeder Trust and each Stand Alone Trust, the Declaration refers
to the Trustees not individually,  but as Trustees under the Declaration, and no
Trustee,  officer,  employee  or agent of the  Trust  shall  be  subject  to any
personal  liability  whatsoever  to any  Person,  other  than  the  Trust or its
Holders,  in connection  with Trust  Property or the affairs of the Trust,  save
only that arising  from bad faith,  willful  misfeasance,  gross  negligence  or
reckless  disregard for his duty to such Person; and all such Persons shall look
solely to the Trust Property for satisfaction of claims of any nature arising in
connection with the affairs of the Trust.

JPM345A

                                        10

<PAGE>


                                    SCHEDULE I
                                   MASTER TRUSTS



                                    State of         Date of    Date
                                    Organiza-        Declara-   By-Laws
Trust                               tion             tion       Adopted

The Treasury Money Market           New York         11/4/92    10/10/96
  Portfolio
The Money Market Portfolio          New York          1/29/93   10/10/96
The Tax Exempt Money Market         New York          1/29/93   10/10/96
  Portfolio
The Short Term Bond Portfolio       New York          1/29/93   10/10/96
The U.S. Fixed Income Portfolio     New York          1/29/93   10/10/96
The Tax Exempt Bond Portfolio       New York          1/29/93   10/10/96
The Selected U.S. Equity Portfolio  New York          1/29/93   10/10/96
The U.S. Small Company Portfolio    New York          1/29/93   10/10/96
The Non-U.S. Equity Portfolio       New York          1/29/93   10/10/96
The Diversified Portfolio           New York          1/29/93   10/10/96
The Non-U.S. Fixed Income           New York          6/13/93   10/10/96
  Portfolio
The Emerging Markets Equity         New York          6/13/93   10/10/96
  Portfolio
The New York Total Return Bond      New York          6/13/93   10/10/96
  Portfolio
The Series Portfolio                New York          6/14/94   10/10/96

                                        11

<PAGE>


                                 SCHEDULE II
                                FEEDER TRUSTS



                                State of          Date of      Date
                                Organization      Declara-     By-Laws
Trust                                             tion         Adopted

The JPM Pierpont Funds          Massachusetts     11/4/92      10/10/96
The JPM Institutional
         Funds                  Massachusetts     11/4/92      10/10/96

                                       12

<PAGE>


                                   SCHEDULE III
                                STAND ALONE TRUSTS



                                  State of          Date of     Date
                                  Organization      Declara-    By-Laws
Trust                                               tion        Adopted

JPM Series Trust                  Massachusetts     8/15/96      10/10/96

                                         13


                                                       Exhibit 5

                                JPM SERIES TRUST
                          INVESTMENT ADVISORY AGREEMENT


         Agreement, made this 10th day of October, 1996, between JPM Series
Trust, an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts (the "Trust") and Morgan Guaranty Trust Company of
New York, a New York trust company authorized to conduct a general banking
business (the "Advisor"),

         WHEREAS, the Trust is an open-end diversified management investment
company registered 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 Trust's existing separate and distinct series (each, a
"Fund") and other future Funds as agreed to from time to time between the Trust
and the Advisor, and the Advisor is willing to render such services;

         NOW, THEREFORE, this Agreement

                              W I T N E S S E T H:

that in consideration of the premises and mutual promises hereinafter set forth,
the parties hereto agree as follows:

                  1. The Trust hereby appoints the Advisor to act as investment
adviser to the Funds for the period and on the terms set forth in this
Agreement. The Advisor accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided.

                  2. Subject to the general supervision of the Trustees of the
Trust, the Advisor shall manage the investment operations of each Fund and the
composition of the Fund's holdings of securities and investments, including
cash, the purchase, retention and disposition thereof and agreements relating
thereto, in accordance with the Fund's investment objectives and policies as
stated in the Trust's registration statement on Form N-1A, as such may be
amended from time to time (the "Registration Statement"), with respect to the
Fund, under the 1940 Act, as amended and subject to the following
understandings:

                  (a) the Advisor shall furnish a continuous investment program
         for each Fund and determine from time to time what investments or
         securities will be


<PAGE>


         purchased, retained, sold or
         lent by the Fund, and what portion of the assets will be invested or
         held uninvested as cash;

                  (b) the Advisor shall use the same skill and care in the
         management of each Fund's investments as it uses in the administration
         of other accounts for which it has investment responsibility as agent;

                  (c) the Advisor, in the performance of its duties and
         obligations under this Agreement, shall act in conformity with the
         Trust's Declaration of Trust (such Declaration of Trust, as presently
         in effect and as amended from time to time, is herein called the
         "Declaration of Trust"), the Trust's By-Laws (such By-Laws, as
         presently in effect and as amended from time to time, are herein called
         the "By-Laws") and the Registration Statement and with the instructions
         and directions of the Trustees of the Trust and will conform to and
         comply with the requirements of the 1940 Act and all other applicable
         federal and state laws and regulations;

                  (d) the Advisor shall determine the securities to be
         purchased, sold or lent by each Fund and as agent for the Fund will
         effect portfolio transactions pursuant to its determinations either
         directly with the issuer or with any broker and/or dealer in such
         securities; in placing orders with brokers and/or dealers the Advisor
         intends to seek best price and execution for purchases and sales; the
         Advisor shall also determine whether the Fund shall enter into
         repurchase or reverse repurchase agreements;

                  On occasions when the Advisor deems the purchase or sale of a
         security to be in the best interest of one of the Funds as well as
         other customers of the Advisor, including any other of the Funds, the
         Advisor may, to the extent permitted by applicable laws and
         regulations, but shall not be obligated to, aggregate the securities to
         be so sold or purchased in order to obtain best execution, including
         lower brokerage commissions, if applicable. In such event, allocation
         of the securities so purchased or sold, as well as the expenses
         incurred in the transaction, will be made by the Advisor in the manner
         it considers to be the most equitable and consistent with its fiduciary
         obligations to the Fund;

                  (e) the Advisor shall maintain books and records with respect
         to each Fund's securities transactions and shall render to the Trust's
         Trustees such periodic and special reports as the Trustees may
         reasonably request; and

                  (f) the investment management services of the Advisor to any
         of the Funds under this Agreement are not to be deemed exclusive, and
         the Advisor shall be free to render similar services to others.

                                          2

<PAGE>




                  3. The Trust has delivered copies of each of the following
documents to the Advisor and will promptly notify and deliver to it all future
amendments and supplements, if any:

                  (a) The Declaration of Trust;

                  (b) The By-Laws;

                  (c) Certified resolutions of the Trustees of the Trust
         authorizing the appointment of
         the Advisor and approving the form of this Agreement;

                  (d) The Trust's Notification of Registration on Form N-8A and
         Registration Statement as filed with the Securities and Exchange
         Commission (the "Commission").

                  4. The Advisor shall keep each Fund's books and records
required to be maintained by it pursuant to paragraph 2(e). The Advisor agrees
that all records which it maintains for any Fund are the property of the Trust
and it will promptly surrender any of such records to the Trust upon the Trust's
request. The Advisor further agrees to preserve for the periods prescribed by
Rule 31a-2 of the Commission under the 1940 Act any such records as are required
to be maintained by the Advisor with respect to any Fund by Rule 31a-1 of the
Commission under the 1940 Act.

                  5. During the term of this Agreement the Advisor will pay all
expenses incurred by it in connection with its activities under this Agreement,
other than the cost of securities and investments purchased for a Fund
(including taxes and brokerage commissions, if any).

                  6. For the services provided and the expenses borne pursuant
to this Agreement, each Fund will pay to the Advisor as full compensation
therefor a fee at an annual rate set forth on Schedule A attached hereto. Such
fee will be computed daily and payable as agreed by the Trust and the Advisor,
but no more frequently than monthly.

                  7. The Advisor shall not be liable for any error of judgment
or mistake of law or for any loss suffered by any Fund in connection with the
matters to which this Agreement relates, except a loss resulting from a breach
of fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement.

                  8. This Agreement shall continue in effect with respect to
each Fund for a period of more than two years from the Fund's commencement of
investment operations only so long as such continuance is specifically approved
at least annually in

                                        3

<PAGE>


conformity with the requirements of the
1940 Act; provided, however, that this Agreement may be terminated with respect
to each Fund at any time, without the payment of any penalty, by vote of a
majority of all the Trustees of the Trust or by vote of a majority of the
outstanding voting securities of that Fund on 60 days' written notice to the
Advisor, or by the Advisor at any time, without the payment of any penalty, on
90 days' written notice to the Trust. This Agreement will automatically and
immediately terminate in the event of its "assignment" (as defined in the 1940
Act).

                  9. The Advisor shall for all purposes herein be deemed to be
an independent contractor and shall, unless otherwise expressly provided herein
or authorized by the Trustees of the Trust from time to time, have no authority
to act for or represent the Trust in any way or otherwise be deemed an agent of
the Funds.

                  10. This Agreement may be amended, with respect to any Fund,
by mutual consent, but the consent of the Trust must be approved (a) by vote of
a majority of those Trustees of the Trust who are not parties to this Agreement
or interested persons of any such party, cast in person at a meeting called for
the purpose of voting on such amendment, and (b) by vote of a majority of the
outstanding voting securities of the Fund.

                  11. Notices of any kind to be given to the Advisor by the
Trust shall be in writing and shall be duly given if mailed or delivered to the
Advisor at 522 Fifth Avenue, New York, New York 10036, Attention: Funds
Management, or at such other address or to such other individual as shall be
specified by the Advisor to the Trust. Notices of any kind to be given to the
Trust by the Advisor shall be in writing and shall be duly given if mailed or
delivered to the Trust c/o Funds Distributor, Inc., 60 State Street, Suite 1300,
Boston, MA 02109 or at such other address or to such other individual as shall
be specified by the Trust to the Advisor.

                  12. The Trustees of the Trust have authorized the execution of
this Agreement in their capacity as Trustees and not individually, and the
Advisor agrees that neither the Trustees nor any officer or employee of the
Trust nor any Fund's shareholders nor any representative or agent of the Trust
or of the Fund(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 Fund(s), that such Trustees,
officers, employees, shareholders, 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.

                  13.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.

                  14.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

                                    4

<PAGE>




                  IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the __ day of
_______, 1996.

                                  JPM SERIES TRUST



                                  By:
                                     Name:
                                     Title:

                                   MORGAN GUARANTY TRUST
                                   COMPANY OF NEW YORK



                                   By:
                                      Name:
                                      Title:

JPM268B
                                 5

<PAGE>



                                                                 SCHEDULE A

                          JPM Series Trust

                      Investment Advisory Fees


California Bond Fund

 .30% of the average daily net assets of the Fund


Tax Aware Equity Fund

 .45% of the average daily net assets of the Fund


Tax Aware Disciplined Equity Fund

 .35% of the average daily net assets of the Fund























Approved October __, 1996


                                              Exhibit 6




                                JPM SERIES TRUST
                             DISTRIBUTION AGREEMENT


         DISTRIBUTION AGREEMENT, made as of this 10th day of October, 1996,
between JPM SERIES TRUST, an unincorporated business trust organized under the
laws of the Commonwealth of Massachusetts (the Trust ), and FUNDS DISTRIBUTOR,
INC., a Massachusetts corporation (the Distributor ).

                                   WITNESSETH:

         WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the 1940 Act ), as an open-end management investment company;

         WHEREAS, the Shares of Beneficial Interest (par value $0.001 per share)
of the Trust (the Shares ) are divided into multiple series (such series
together with any other series which may in the future be established, the
Funds) and, as applicable, classes thereof;

         WHEREAS, it is in the interest of the Trust to be able to offer Shares
of each Fund for sale continuously and to appoint a broker registered under the
Securities Exchange Act of 1934 and various state broker registration statutes
for the purpose of facilitating such offers and sales;

         WHEREAS, the Trust and the Distributor wish to enter into an agreement
with each other with respect to the continuous offering of Shares of the Funds;

         NOW, THEREFORE, the parties agree as follows:

         Section 1. Appointment of the Distributor. The Trust hereby appoints
the Distributor its exclusive agent in connection with the offering and sale of
the Shares on the terms set forth in this Agreement and the Distributor hereby
accepts such appointment and agrees to act hereunder.

         Section 2.  Services and Duties of the Distributor.

         (a) The Distributor agrees to offer and sell, as agent for the Trust,
from time to time during the term of this Agreement, Shares upon the terms
described in the Prospectus relating to such Shares. As used in this Agreement,
the term Prospectus shall mean the prospectus, including any information
incorporated by reference therein, relating to such Shares included as part of
the Trust's Registration Statement, as such prospectus may be amended or
supplemented from time to time, and the term Registration Statement shall mean
the Registration Statement most recently filed from time to time by the Trust
with the Securities and Exchange Commission

<PAGE>


and effective under the Securities Act of 1933, as amended (the 1933 Act ), and
the 1940 Act, as such Registration Statement may be amended by any amendments
thereto at the time in effect.

         (b) The Distributor will hold itself available to receive orders,
satisfactory to the Distributor, for the purchase of Shares and will establish
procedures for the acceptance and transmission of orders on behalf of the Trust,
which procedures shall be reasonably acceptable to the Trust. The Distributor
shall promptly forward to the Trust's custodian funds received in respect of
purchases of Shares. Purchase orders shall be deemed effective at the time and
in the manner set forth in the Prospectus relating to such Shares.

         (c) The offering price of the Shares shall be the net asset value per
Share (as defined in or pursuant to the Declaration of Trust of the Trust and
determined as set forth in the Prospectus relating to such Shares) next
determined following receipt of an order. The Trust shall furnish the
Distributor, with all possible promptness, an advice of each computation of net
asset value of Shares of each Fund or class of Shares.

         (d) The Distributor shall not be obligated to sell any certain number
of Shares and nothing herein contained shall prevent the Distributor from
entering into like distribution arrangements with other investment companies.

         Section 3.  Duties of the Trust.

         (a) The Trust agrees to sell Shares of each Fund so long as it has
Shares available for sale and to cause the Trust's transfer agent to record on
its books the ownership of (or deliver certificates, if any, for) such Shares
registered in such names and amounts as the Distributor has requested in writing
or other means of data transmission, as promptly as practicable after receipt by
the Trust of the net asset value thereof and written request of the Distributor
therefor.

         (b) The Trust shall keep the Distributor fully informed with regard to
the Trust's affairs and shall furnish to the Distributor copies of all
information, financial statements and other papers which may be necessary for
use in connection with the sale of Shares of the Funds, and this shall include
one certified copy, upon request by the Distributor, of all financial statements
prepared for the Trust by independent accountants and such number of copies of
its most current Prospectuses as may be necessary to accompany confirmation of
sales and annual and interim reports and Prospectuses for delivery to existing
shareholders.

         (c) The Trust shall take, from time to time, such steps, including
payment of the related filing fee, as may be necessary to register its Shares
under the 1933 Act to the end that there will be available for sale such number
of Shares as the Distributor may be expected to sell. The Trust agrees to file
from time to time such amendments, reports and other documents as may be
necessary in order that there may be no untrue statement of a material fact in a
Registration Statement or Prospectuses, or necessary in order that there may be
no omission to state a material fact in the Registration Statement or
Prospectuses which omission would make the statements therein misleading.

                                    2

<PAGE>


         (d) The Trust, through Funds Distributor, Inc. as Co-Administrator,
shall use its best efforts to qualify and maintain the qualification of any
appropriate number of the Shares of each Fund for sale under the securities laws
of such states as the Distributor and the Trust may approve, and, if necessary
or appropriate in connection therewith, to qualify and maintain the
qualification of the Trust as a broker or dealer in such states; provided that
the Trust shall not be required to amend its Declaration of Trust or By-laws to
comply with the laws of any state, to maintain an office in any state, to change
the terms of the offering of the Shares in any state from the terms set forth in
its Registration Statement and Prospectuses, to qualify as a foreign corporation
in any state or to consent to service of process in any state other than with
respect to claims arising out of the offering of the Shares. The Distributor
shall furnish such information and other material relating to its affairs and
activities as may be required by such Co-Administrator in connection with such
qualifications.

         Section 4. Expenses. The Trust shall bear all costs and expenses
necessary for the continuous sale of the Shares such as: (i) fees and
disbursements of its counsel and independent accountants; (ii) the preparation,
filing and printing of any registration statements and/or prospectuses required
to be filed by and under the Federal and state securities laws; (iii) the
preparation and mailing of annual and interim reports, prospectuses and proxy
materials to shareholders; and (iv) the qualifications of Shares for sale and of
the Trust as a broker or dealer under the securities laws of such states or
other jurisdictions as shall be selected by the Trust and the Distributor
pursuant to Section 3(d) hereof and the cost and expenses payable to each such
state for continuing qualification therein in connection with such sale. Since
the Trust has not adopted a plan under Rule 12b-1 of the 1940 Act, the
Distributor is directed and agrees that it will not incur any expenses which
would require the Trust to adopt a plan under Rule 12b-1.

         Section 5. Indemnification. The Trust agrees to indemnify, defend and
hold the Distributor, its officers and directors and any person who controls the
Distributor within the meaning of Section 15 of the 1933 Act, free and harmless
from and against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which the
Distributor, its officers, directors or any such controlling person may incur
under the 1933 Act, or under common law or otherwise, arising out of or based
upon any untrue statement of a material fact contained in the Registration
Statement or Prospectus or arising out of or based upon any alleged omission to
state a material fact required to be stated in either thereof or necessary to
make the statements in either thereof not misleading, except insofar as such
claims, demands, liabilities or expenses arise out of or are based upon any such
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with information furnished in writing by the
Distributor to the Trust for use in the Registration Statement or Prospectus;
provided, however, that this indemnity agreement, to the extent that it might
require indemnity of any person who is also an officer or Trustee of the Trust
or who controls the Trust within the meaning of Section 15 of the 1933 Act,
shall not inure to the benefit of such officer, Trustee or controlling person
unless a court of competent jurisdiction shall determine, or it shall have been
determined by controlling precedent, that such result would not be against
public policy as expressed in the 1933 Act; and further provided that in no
event

                                     3

<PAGE>


shall anything contained herein be so construed as to protect the Distributor
against any liability to the Trust or to its securities holders to which the
Distributor would otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of its duties, or by reason of its
reckless disregard of its obligations under this Agreement. The Trust's
agreement to indemnify the Distributor, its officers and directors and any such
controlling person, as aforesaid is expressly conditioned upon the Trust's being
promptly notified of any action brought against the Distributor, its officers or
directors, or any such controlling person, such notification to be given to the
Trust in accordance with Section 9, with a copy to Stephen K. West, Sullivan &
Cromwell, 125 Broad Street, New York, New York 10004. The Trust agrees promptly
to notify the Distributor of the commencement of any litigation or proceedings
against it or any of its officers or Trustees in connection with the issue and
sale of any Shares.

         The Distributor agrees to indemnify, defend and hold the Trust, its
Trustees and officers and any person who controls the Trust, if any, within the
meaning of Section 15 of the 1933 Act, free and harmless from and against any
and all claims, demands, liabilities and expenses (including the cost of
investigating or defending against such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which the Trust, its Trustees or
officers of any such controlling person may incur under the 1933 Act or under
common law or otherwise, but only to the extent that such liability or expense
incurred by the Trust, its Trustees or officers or such controlling person
resulting from such claims or demands shall arise out of or be based upon any
alleged untrue statement of a material fact contained in information furnished
in writing by the Distributor to the Trust for use in the preparation of the
Registration Statement or Prospectus or shall arise out of or be based upon any
alleged omission to state a material fact in such information or a fact
necessary to make such information not misleading, it being understood that the
Trust will rely upon the information provided by the Distributor for use in the
preparation of the Registration Statement and Prospectus. The Distributor's
agreement to indemnify the Trust, its Trustees and officers, and any such
controlling person as aforesaid is expressly conditioned upon the Distributor's
being promptly notified of any action brought against the Trust, its Trustees or
officers or any such controlling person, such notification to be given to the
Distributor in accordance with Section 9.

         Section 6. Limitation of Liability. The Distributor shall not be liable
for any error of judgment or for any loss suffered by the Trust in connection
with the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or for reckless disregard by it of its obligations and
duties under this Agreement.

         Section 7. Compliance with Securities Laws. The Trust represents that
it is registered as an open-end management investment company under the 1940
Act, and agrees that it will comply with the provisions of the 1940 Act and of
the rules and regulations thereunder. The Trust and the Distributor each agree
to comply with the applicable terms and provisions of the 1940 Act, the 1933 Act
and, subject to the provisions of Section 3(d), applicable state securities

                                      4

<PAGE>


laws. The Distributor  agrees to comply with the applicable  terms and
provisions of the Securities Exchange Act of 1934.

         Section 8. Term of Agreement; Termination. This Agreement shall
commence on the date first set forth above. This Agreement shall continue in
effect for a period more than two years from the date hereof only so long as
such continuance is specifically approved at least annually in conformity with
the requirements of the 1940 Act.

         This Agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act). In addition, this Agreement may be
terminated by either party at any time, without penalty, on not less than sixty
(60) days' written notice to the other party.

         Section 9. Notices. Any notice required to be given pursuant to this
Agreement shall be deemed duly given if delivered or mailed by registered mail,
postage prepaid: (1) to the Distributor at Funds Distributor, Inc., 60 State
Street, 13th Floor, Boston, Massachusetts 02109, Attention: President with a
copy to General Counsel; or (2) to the Trust at JPM Series Trust, at its address
as set forth in its Prospectuses, Attention: Treasurer, with a copy to Morgan
Guaranty Trust Company, 522 Fifth Avenue, New York, New York 10036, Attention:
Funds Management or at such other address as either party may from time to time
specify to the other party pursuant to this Section 9.

         Section 10. Confidentiality. The Distributor agrees on behalf of itself
and its employees to treat confidentially and as proprietary information of the
Trust all records and other information not otherwise publicly available
relative to the Trust and its prior, present or potential shareholders and not
to use such records and information for any purpose other than performance of
its responsibilities and duties hereunder, except after prior notification to
and approval in writing by the Trust, which approval shall not be unreasonably
withheld and may not be withheld where the Distributor may be exposed to civil
or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Trust.

         Section 11. No Liability of Shareholders, Trustees, etc. The Trustees
have authorized the execution of this Agreement in their capacity as Trustees
and not individually and the Distributor agrees that neither the shareholders
nor the Trustees nor any officer, employee, representative or agent of the Trust
shall be personally liable upon, nor shall resort be had to their private
property for the satisfaction of, obligations given, executed or delivered on
behalf of or by the Trust, that the shareholders, Trustees, officers, employees,
representatives and agents of the Trust shall not be personally liable
hereunder, and that it shall look solely to the property of the Trust for the
satisfaction of any claim hereunder.

         Section 12.  Governing  Law. This  Agreement  shall be governed and
construed in accordance  with the laws of the State of New York.

                                         5

<PAGE>




         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                                     JPM SERIES TRUST


                                     By
                                        Name:
                                        Title:

                                     FUNDS DISTRIBUTOR, INC.


                                     By
                                        Name:
                                        Title:

PP272A.DOC
                                          6





                                                                 Exhibit 8





                                  CUSTODIAN CONTRACT
                                       Between
  
                                         and
                         STATE STREET BANK AND TRUST COMPANY


<PAGE>



                                  TABLE OF CONTENTS
                                  -----------------
                                                                            Page
                                                                            ----
1.  Employment of Custodian and Property to be
    Held By It................................................................2

2.  Duties of the Custodian with Respect to Property
    of the Fund Held by the Custodian
    in the United States......................................................3

    2.1  Holding Securities...................................................3
    2.2  Delivery of Securities...............................................4
    2.3  Registration of Securities..........................................10
    2.4  Bank Accounts.......................................................11
    2.5  Availability of Federal Funds.......................................12
    2.6  Collection of Income................................................13
    2.7  Payment of Fund Monies..............................................14
    2.8  Liability for Payment in Advance of Receipt of
         Securities Purchased................................................18
    2.9  Appointment of Agents...............................................19
    2.10 Deposit of Fund Assets in Securities System.........................19
    2.10AFund Assets Held in the Custodian's
         Direct Paper System.................................................23
    2.11 Segregated Account..................................................25
    2.12 Ownership Certificates for Tax Purposes.............................27
    2.13 Proxies.............................................................27
    2.14 Communications Relating to Portfolio Securities.....................28

3.  Duties of the Custodian with Respect to Property of
    the Fund Held Outside of the United States...............................29

    3.1  Appointment of Foreign Sub-Custodians...............................29
    3.2  Assets to be Held...................................................30
    3.3  Foreign Securities Depositories.....................................30
    3.4  Agreements with Foreign Banking Institutions........................31
    3.5  Access of Independent Accountants of the Fund.......................32
    3.6  Reports by Custodian................................................32
    3.7  Transactions in Foreign Custody Account.............................33
    3.8  Liability of Foreign Sub-Custodians.................................34
    3.9  Liability of Custodian..............................................34
    3.10 Reimbursement for Advances..........................................36
    3.11 Monitoring Responsibilities.........................................37
    3.13 Branches of U.S. Banks..............................................37
    3.13 Tax Law.............................................................38

4.  Payments for Sales or Repurchase or Redemptions of Shares of
    the Fund.................................................................39
<PAGE>

5.  Proper Instructions......................................................40

6.  Actions Permitted Without Express Authority..............................41

7.  Evidence of Authority....................................................41

8.  Duties of Custodian with Respect to the Books of
    Account and Calculation of Net Asset Value and Net Income................42

9.  Records..................................................................42

10. Reports to Fund by Independent Public Accountants........................43

11. Compensation of Custodian................................................44

12. Responsibility of Custodian..............................................44

13. Effective Period, Termination and Amendment..............................46

14. Successor Custodian......................................................48

15. Interpretive and Additional Provisions...................................50

16. Additional Funds.........................................................50

17. Massachusetts Law to Apply...............................................51

18. Prior Contracts..........................................................51

19. Shareholder Communications Election......................................51

20. Limitation of Liability..................................................53
<PAGE>

                                  CUSTODIAN CONTRACT



    This Contract between                                              a 
business trust organized and
existing under the laws of the Commonwealth of Massachusetts, having its
principal place of business at 
hereinafter called the "Fund", and State Street Bank and Trust Company, a
Massachusetts trust company, having its principal place of business at 225
Franklin Street, Boston, Massachusetts, 02110, hereinafter called the
"Custodian",
                                     WITNESSETH:

    WHEREAS, the Fund is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets; and

    WHEREAS, the Fund offers shares in        series,  
    
    
    
    
    
    
    (such series together with all other series subsequently established
<PAGE>

by the Fund and made subject to this Contract in accordance with paragraph 17,
being herein referred to as the "Portfolio(s)");

    NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:

1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT

    The Fund hereby employs the Custodian as the custodian of the assets of the
Portfolios of the Fund, including securities which the Fund, on behalf of the
applicable Portfolio desires to be held in places within the United States
("domestic securities") and securities it desires to be held outside the United
States ("foreign securities") pursuant to the provisions of the
Declaration of Trust.  The Fund on behalf of the Portfolio(s) agrees to deliver
to the Custodian all securities and cash of the Portfolio, and all payments
of income, payments of principal or capital distributions received by it with
respect to all securities owned by the Portfolio(s) from time to time, and the
cash consideration received by it for such new or treasury shares of beneficial
interest of the Fund representing interests in the Portfolio ("Shares") as
may be issued or sold from time to time.  The Custodian shall not be
responsible for any property


                                          2
<PAGE>

of a Portfolio held or received by the Portfolio and not delivered to the
Custodian.

    Upon receipt of "Proper Instructions" (within the meaning of Article 5),
the Custodian shall on behalf of the applicable Portfolio(s) from time to time
employ one or more sub-custodians, located in the United States but only in
accordance with an applicable vote by the Board of Trustees of the Fund on
behalf of the applicable Portfolio(s), and provided that the Custodian shall
have no more or less responsibility or liability to the Fund on account of any
actions or omissions of any sub-custodian so employed than any such
sub-custodian has to the Custodian.  The Custodian may employ as sub-custodian
for the Fund's foreign securities on behalf of the applicable Portfolio(s) the
foreign banking institutions and foreign securities depositories
designated in Schedule A hereto but only in accordance with the provisions of
Article 3.

2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD BY
THE CUSTODIAN IN THE UNITED STATES

2.1      HOLDING SECURITIES.  The Custodian shall hold and physically segregate
         for the account of each Portfolio all non-cash property, to be held by
         it in the United States including all domestic securities owned by
         such Portfolio,


                                          3
<PAGE>

         other than (a) securities which are maintained pursuant to Section
         2.10 in a clearing agency which acts as a securities depository or in
         a book-entry system authorized by the U.S. Department of the Treasury,
         collectively referred to herein as "Securities System" and (b)
         commercial paper of an issuer for which State Street Bank and Trust
         Company acts as issuing and paying agent ("Direct Paper") which is
         deposited and/or maintained in the Direct Paper System of the
         Custodian pursuant to Section 2.10A.

2.2      DELIVERY OF SECURITIES.  The Custodian shall release and deliver
         domestic securities owned by a Portfolio held by the Custodian or in a
         Securities System account of the Custodian or in the Custodian's
         Direct Paper book entry system account ("Direct Paper System Account")
         only upon receipt of Proper Instructions from the Fund on behalf of
         the applicable Portfolio, which may be continuing instructions when
          deemed appropriate by the parties, and only in the following cases:

         1)   Upon sale of such securities for the account of the Portfolio and
              receipt of payment therefor;


                                          4
<PAGE>

         2)   Upon the receipt of payment in connection with any repurchase
              agreement related to such securities entered into by the
              Portfolio;

         3)   In the case of a sale effected through a Securities System, in
              accordance with the provisions of Section 2.10 hereof;

         4)   To the depository agent in connection with tender or other
              similar offers for securities of the Portfolio;

         5)   To the issuer thereof or its agent when such securities are
              called, redeemed, retired or otherwise become payable; provided
              that, in any such case, the cash or other consideration is to be
              delivered to the Custodian;

         6)   To the issuer thereof, or its agent, for transfer into the name
              of the Portfolio or into the name of any nominee or nominees of
              the Custodian or into the name or nominee name of any agent
              appointed pursuant to Section 2.9 or into the name or nominee
              name of any sub-custodian appointed pursuant to Article 1; or for
              exchange for a


                                          5
<PAGE>

              different number of bonds, certificates or other evidence
              representing the same aggregate face amount or number of units;
              PROVIDED that, in any such case, the new securities are to be
              delivered to the Custodian;

         7)   Upon the sale of such securities for the account of the
              Portfolio, to the broker or its clearing agent, against a
              receipt, for examination in accordance with "street delivery"
              custom; provided that in any such case, the Custodian shall have
              no responsibility or liability for any loss arising from the
              delivery of such securities prior to receiving payment for such
              securities except as may arise from the Custodian's own
              negligence or willful misconduct;

         8)   For exchange or conversion pursuant to any plan of merger,
              consolidation, recapitalization, reorganization or readjustment
              of the securities of the issuer of such securities, or pursuant
              to provisions for conversion contained in such securities, or
              pursuant to any


                                          6
<PAGE>

              deposit agreement; provided that, in any such case, the new
              securities and cash, if any, are to be delivered to the
              Custodian;

         9)   In the case of warrants, rights or similar securities, the
              surrender thereof in the exercise of such warrants, rights or
              similar securities or the surrender of interim receipts or
              temporary securities for definitive securities; provided that, in
              any such case, the new securities and cash, if any, are to be
              delivered to the Custodian;

         10)  For delivery in connection with any loans of securities made by
              the Portfolio, BUT ONLY against receipt of adequate collateral as
              agreed upon from time to time by the Custodian and the Fund on
              behalf of the Portfolio, which may be in the form of cash or
              equivalent collateral or by a letter of credit equal at all times
              to 100% of the market value of the securities loaned plus accrued
              income, except that in connection with any loans for which
              collateral is to be credited to


                                          7
<PAGE>

              the Custodian's account in the book-entry system authorized by
              the U.S. Department of the Treasury, the Custodian will not be
              held liable or responsible for the delivery of securities owned
              by the Portfolio prior to the receipt of such collateral;

         11)  For delivery as security in connection with any borrowings by the
              Fund on behalf of the Portfolio requiring a pledge of assets by
              the Fund on behalf of the Portfolio, BUT ONLY against receipt of
              amounts borrowed;

         12)  For delivery in accordance with the provisions of any agreement
              among the Fund on behalf of the Portfolio, the Custodian and a
              broker-dealer registered under the Securities Exchange Act of
              1934 (the "Exchange Act") and a member of the National
              Association of Securities Dealers, Inc. ("NASD"), relating to
              compliance with the rules of The Options Clearing Corporation and
              of any registered national securities exchange, or of any similar
              organization or


                                          8
<PAGE>

              organizations, regarding escrow or other arrangements in
              connection with transactions by the Portfolio of the Fund;

         13)  For delivery in accordance with the provisions of any agreement
              among the Fund on behalf of the Portfolio, the Custodian and a
              Futures Commission merchant registered under the Commodity
              Exchange Act, relating to compliance with the rules of the
              Commodity Futures Trading Commission and/or any Contract Market,
              or any similar organization or organizations, regarding account
              deposits in connection with transactions by the Portfolio of the 
              Fund;

         14)  Upon receipt of instructions from the transfer agent ("Transfer
              Agent") for the Fund, for delivery to such Transfer Agent or to
              the holders of shares in connection with distributions in kind, as
              may be described from time to time in the currently effective
              prospectus and statement of additional information of the
              Fund, related to the Portfolio (the "Prospectus"), in satisfaction
              of requests by holders of 


                                          9
<PAGE>

              Shares for repurchase or redemption; and

         15)  For any other proper corporate purpose, BUT ONLY upon receipt of,
              in addition to Proper Instructions from the Fund on behalf of the
              applicable Portfolio, a certified copy of a resolution of the
              Board of Trustees or of the Executive Committee signed by an
              officer of the Fund and certified by the Secretary or an Assistant
              Secretary, specifying the securities of the Portfolio to be
              delivered, setting forth the purpose for which such delivery is
              to be made, declaring such purpose to be a proper corporate
              purpose, and naming the person or persons to whom delivery of such
              securities shall be made.

2.3      REGISTRATION OF SECURITIES.  Domestic securities held by the Custodian
         (other than bearer securities) shall be registered in the name of the
         Portfolio or in the name of any nominee of the Fund on behalf of the
         Portfolio or of any nominee of the Custodian which nominee shall be
         assigned exclusively to the Portfolio, UNLESS the Fund has authorized
         in writing the appointment of a nominee to be used in common with other
         registered investment companies having the same investment adviser as
         the Portfolio, or in the name or nominee name of


                                          10
<PAGE>

         any agent appointed pursuant to Section 2.9 or in the name or nominee
         name of any sub-custodian appointed pursuant to Article 1.  All
         securities accepted by the Custodian on behalf of a Portfolio under
         the terms of this Contract shall be in "street name" or other good
         delivery form.  If, however, the Fund directs the Custodian to
         maintain securities in "street name", the Custodian shall utilize its
         best efforts only to collect timely income due the Fund on such
         securities and to notify the Fund on a best efforts basis only of
         relevant corporate actions including, without limitation, pendency of
         calls, maturities, tender or exchange offers.

2.4      BANK ACCOUNTS.  The Custodian shall open and maintain a separate bank
         account or accounts in the United States in the name of each
         Portfolio of the Fund, subject only to draft or order by the Custodian
         acting pursuant to the terms of this Contract, and shall hold in such
         account or accounts, subject to the provisions hereof, all cash
         received by it from or for the account of the Portfolio, other than
         cash maintained by the Portfolio in a bank account


                                          11
<PAGE>

         established and used in accordance with Rule 17f-3 under the
         Investment Company Act of 1940.  Funds held by the Custodian for a
         Portfolio may be deposited by it to its credit as Custodian in the
         Banking Department of the Custodian or in such other banks or trust
         companies as it may in its discretion deem necessary or desirable;
         PROVIDED, however, that every such bank or trust company shall be
         qualified to act as a custodian under the Investment Company Act of
         1940 and that each such bank or trust company and the funds to be
         deposited with each such bank or trust company shall on behalf of each 
         applicable Portfolio be approved by vote of a majority of the Board of
         Trustees of the Fund.  Such funds shall be deposited by the Custodian
         in its capacity as Custodian and shall be withdrawable by the Custodian
         only in that capacity.

2.5      AVAILABILITY OF FEDERAL FUNDS.  Upon mutual agreement between the Fund
         on behalf of each applicable Portfolio and the Custodian, the
         Custodian shall, upon the receipt of Proper Instructions from the Fund
         on behalf of a Portfolio (i) invest in such instruments as may be set
         forth in such instructions on the same day as received all federal
         funds


                                          12
<PAGE>

         received after a time agreed upon by the Custodian and the Fund and
         (ii) make federal funds available to such Portfolio as of specified
         times agreed upon from time to time by the Fund and the Custodian in
         the amount of funds received in respect of sales of securities by the
         Portfolio and of funds obtained through borrowings, in each case which
         are deposited into the Portfolio's account.

2.6      COLLECTION OF INCOME.  Subject to the provisions of Section 2.3, the
         Custodian shall collect on a timely basis all income and other
         payments with respect to registered domestic securities held hereunder
         to which each Portfolio shall be entitled either by law or pursuant
         to custom in the securities business, and shall collect on a timely
         basis all income and other payments with respect to bearer domestic
         securities if, on the date of payment by the issuer, such securities
         are held by the Custodian or its agent thereof and shall credit such
         income, as collected, to such Portfolio's custodian account.  Without
         limiting the generality of the foregoing, the Custodian shall detach
         and present for payment


                                          13
<PAGE>

         all coupons and other income items requiring presentation as and when
         they become due and shall collect interest when due on securities held
         hereunder.  Income due each Portfolio on securities loaned pursuant to
         the provisions of Section 2.2 (10) shall be the responsibility of the
         Fund.  The Custodian will have no duty or responsibility in connection
         therewith, other than to provide the Fund with such information or
         data as may be necessary to assist the Fund in arranging for the
         timely delivery to the Custodian of the income to which the Portfolio
         is properly entitled.

2.7      PAYMENT OF FUND MONIES.  Upon receipt of Proper Instructions from the
         Fund on behalf of the applicable Portfolio, which may be continuing
         instructions when deemed appropriate by the parties, the Custodian
         shall pay out monies of a Portfolio in the following cases only:

         1)   Upon the purchase of domestic securities, options, futures
              contracts or options on futures contracts for the account of the
              Portfolio but only (a) against the delivery of such securities or
              evidence of title to such options, futures


                                          14
<PAGE>

              contracts or options on futures contracts to the Custodian (or
              any bank, banking firm or trust company doing business in the
              United States or abroad which is qualified under the Investment
              Company Act of 1940, as amended, to act as a custodian and has
              been designated by the Custodian as its agent for this purpose)
              registered in the name of the Portfolio or in the name of a
              nominee of the Custodian referred to in Section 2.3 hereof or in
              proper form for transfer; (b) in the case of a purchase effected
              through a Securities System, in accordance with the conditions
              set forth in Section 2.10 hereof; (c) in the case of a purchase
              involving the Direct Paper System, in accordance with the
              conditions set forth in Section 2.10A; (d) in the case of
              repurchase agreements entered into between the Fund on behalf of
              the Portfolio and the Custodian, or another bank, or a
              broker-dealer which is a member of NASD, (i) against delivery of
              the securities either in certificate form


                                          15
<PAGE>

              or through an entry crediting the Custodian's account at the
              Federal Reserve Bank with such securities or (ii) against
              delivery of the receipt evidencing purchase by the Portfolio of
              securities owned by the Custodian along with written evidence of
              the agreement by the Custodian to repurchase such securities from
              the Portfolio or (e) for transfer to a time deposit account of
              the Fund in any bank, whether domestic or foreign; such
              transfer may be effected prior to receipt of a confirmation from
              a broker and/or the applicable bank pursuant to Proper
              Instructions from the Fund as defined in Article 5;

         2)   In connection with conversion, exchange or surrender of
              securities owned by the Portfolio as set forth in Section 2.2
              hereof;

         3)   For the redemption or repurchase of Shares issued by the
              Portfolio as set forth in Article 4 hereof;

         4)   From an account of the Portfolio located outside of the United
              States (except as


                                          16
<PAGE>

              otherwise specified by the Fund for a particular Portfolio),
              for the payment of any expense or liability incurred by the
              Portfolio, including but not limited to the following payments
              for the account of the Portfolio: interest, taxes, management,
              accounting, transfer agent and legal fees, and operating expenses
              of the Fund whether or not such expenses are to be in whole
              or part capitalized or treated as deferred expenses;

         5)   From an account of the Fund located outside of the United
              States (except as otherwise specified by the Fund for a particular
              Portfolio), for the payment of any dividends on Shares of the
              Portfolio declared pursuant to the governing documents of the
              Fund;

         6)   For payment of the amount of dividends received in respect of
              securities sold short;

         7)   For any other proper purpose, BUT ONLY upon receipt of, in
              addition to Proper Instructions from the Fund on behalf of


                                          17
<PAGE>

              the Portfolio, a certified copy of a resolution of the Board of
              Trustees or of the Executive Committee of the Fund signed by two
              officers of the Fund and certified by its Secretary or an
              Assistant Secretary, specifying the amount of such payment,
              setting forth the purpose for which such payment is to be made,
              declaring such purpose to be a proper purpose and naming the
              person or persons to whom such payment is to be made.

2.8      LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES PURCHASED.
         Except as specifically stated otherwise in this Contract, in any and
         every case where payment for purchase of domestic securities for the
         account of a Portfolio is made by the Custodian in advance of receipt
         of the securities purchased in the absence of specific written
         instructions from the Fund on behalf of such Portfolio to so pay in
         advance, the Custodian shall be absolutely liable to the Fund for such
         securities to the same extent as if the securities had been received
         by the Custodian.


                                          18
<PAGE>

2.9      APPOINTMENT OF AGENTS.  The Custodian may at any time or times in its
         discretion appoint (and may at any time remove) any other bank or
         trust company which is itself qualified under the Investment Company
         Act of 1940, as amended, to act as a custodian, as its agent to carry
         out such of the provisions of this Article 2 as the Custodian may from
         time to time direct; PROVIDED, however, that the appointment of any
         agent shall not relieve the Custodian of its responsibilities or
         liabilities hereunder.  In addition, the Custodian may appoint an
         affiliate of the Custodian located outside of the United States to
         perform such of its duties hereunder as are required to be performed
         outside of the United States.

2.10     DEPOSIT OF FUND ASSETS IN SECURITIES SYSTEMS.  The Custodian
         may deposit and/or maintain securities owned by a Portfolio in a
         clearing agency registered with the Securities and Exchange Commission
         under Section 17A of the Securities Exchange Act of 1934, which acts
         as a securities depository, or in the book-entry system authorized by
         the U.S. Department of the Treasury and certain federal agencies,
         collectively referred to herein as Securities System in accordance with
         applicable Federal Reserve Board and Securities and Exchange Commission

                                          19
<PAGE>


    rules and regulations, if any, and subject to the following provisions:

         1)   The Custodian may keep securities of the Portfolio in a
              Securities System provided that such securities are represented
              in an account ("Account") of the Custodian in
              the Securities System which shall not include any assets of the
              Custodian other than assets held as a fiduciary, custodian or
              otherwise for customers;

         2)   The records of the Custodian with respect to securities of the
              Portfolio which are maintained in a Securities System shall
              identify by book-entry those securities belonging to the
              Portfolio;

         3)   The Custodian shall pay for securities purchased for the account
              of the Portfolio upon (i) receipt of advice from the Securities
              System that such securities have been transferred to the
              Account, and (ii) the making of an entry on the
              records of the Custodian to reflect such payment and transfer for
              the account of the


                                          20
<PAGE>

              Portfolio.  The Custodian shall transfer securities sold for the
              account of the Portfolio upon (i) receipt of advice from the
              Securities System that payment for such securities has been
              transferred to the Account, and (ii) the making
              of an entry on the records of the Custodian to reflect such
              transfer and payment for the account of the Portfolio.  Copies of
              all advices from the Securities System of transfers of securities
              for the account of the Portfolio shall identify the Portfolio, be
              maintained for the Portfolio by the Custodian and be provided to
              the Fund at its request.  Upon request, the Custodian shall
              furnish the Fund on behalf of the Portfolio confirmation of each
              transfer to or from the account of the Portfolio in the form of a
              written advice or notice and shall furnish to the Fund on behalf
              of the Portfolio copies of daily transaction sheets reflecting
              each day's transactions in the Securities System for the account
              of the Portfolio on the next


                                          21
<PAGE>

              business day;

         4)   The Custodian shall provide the Fund for the Portfolio with any
              report obtained by the Custodian on the Securities System's
              accounting system, internal accounting control and procedures for
              safeguarding securities deposited in the Securities System;

         5)   The Custodian shall have received from the Fund on behalf of the
              Portfolio the initial or annual certificate, as the case may be,
              required by Article 14 hereof;

         6)   Anything to the contrary in this Contract notwithstanding, the
              Custodian shall be liable to the Fund for the benefit of the
              Portfolio for any loss or damage to the Portfolio resulting from
              use of the Securities System by reason of any negligence,
              misfeasance or misconduct of the Custodian or any of its agents
              or of any of its or their employees or from failure of the
              Custodian or any such agent to enforce effectively such rights as
              it may have against the Securities System; at the election of the
              Fund, it shall be entitled to be subrogated to the


                                          22
<PAGE>

              rights of the Custodian with respect to any claim against the
              Securities System or any other person which the Custodian may
              have as a consequence of any such loss or damage if and to the
              extent that the Portfolio has not been made whole for any such
              loss or damage; provided, that the Custodian shall,
              notwithstanding such subrogation, reimburse the Portfolio for its
              reasonable expenses in connection with such claim.

2.10A         FUND ASSETS HELD IN THE CUSTODIAN'S DIRECT PAPER SYSTEM.
              The Custodian may deposit and/or maintain securities owned by a
              Portfolio in the Direct Paper System of the Custodian subject to
              the following provisions:

         1)   No transaction relating to securities in the Direct Paper System
              will be effected in the absence of Proper Instructions from the
              Fund on behalf of the Portfolio;

         2)   The Custodian may keep securities of the Portfolio in the Direct
              Paper System only if such securities are represented in an
              account ("Account") of the Custodian in the Direct


                                          23
<PAGE>

              Paper System which shall not include any assets of the Custodian
              other than assets held as a fiduciary, custodian or otherwise for
              customers;

         3)   The records of the Custodian with respect to securities of the
              Portfolio which are maintained in the Direct Paper System shall
              identify by book-entry those securities belonging to the
              Portfolio;

         4)   The Custodian shall pay for securities purchased for the account
              of the Portfolio upon the making of an entry on the records of
              the Custodian to reflect such payment and transfer of securities
              to the account of the Portfolio.  The Custodian shall transfer
              securities sold for the account of the Portfolio upon the making
              of an entry on the records of the Custodian to reflect such
              transfer and receipt of payment for the account of the Portfolio;

         5)   The Custodian shall furnish the Fund on behalf of the Portfolio
              confirmation of each transfer to or from the account of the
              Portfolio, in the form of a written


                                          24
<PAGE>

              advice or notice, of Direct Paper on the next business day
              following such transfer and shall furnish to the Fund on behalf
              of the Portfolio copies of daily transaction sheets reflecting
              each day's transaction in the Securities System for the account
              of the Portfolio;

         6)   The Custodian shall provide the Fund on behalf of the Portfolio
              with any report on its system of internal accounting control as
              the Fund may reasonably request from time to time.

2.11     SEGREGATED ACCOUNT.  The Custodian shall upon receipt of Proper
         Instructions from the Fund on behalf of each applicable Portfolio
         establish and
         maintain a segregated account or accounts for and on behalf of each
         such Portfolio, into which account or accounts may be transferred cash
         and/or securities, including securities maintained in an account by
         the Custodian pursuant to Section 2.10 hereof, (i) in accordance with
         the provisions of any agreement among the Fund on behalf of the
         Portfolio, the Custodian and a broker-dealer registered under the
         Exchange Act and a member


                                          25
<PAGE>

         of the NASD (or any futures commission merchant registered under the
         Commodity Exchange Act), relating to compliance with the rules of The
         Options Clearing Corporation and of any registered national securities
         exchange (or the Commodity Futures Trading Commission or any
         registered contract market), or of any similar organization or
         organizations, regarding escrow or other arrangements in connection
         with transactions by the Portfolio, (ii) for purposes of segregating
         cash or government securities in connection with options purchased,
         sold or written by the Portfolio or commodity futures contracts or
         options thereon purchased or sold by the Portfolio, (iii) for the
         purposes of compliance by the Portfolio with the procedures required
         by Investment Company Act Release No. 10666, or any subsequent release
         or releases of the Securities and Exchange Commission relating to the
         maintenance of segregated accounts by registered investment companies
         and (iv) for other proper corporate purposes, BUT ONLY, in the case of
         clause (iv), upon receipt of, in addition to Proper Instructions from
         the Fund on behalf of the applicable


                                          26
<PAGE>

         Portfolio, a certified copy of a resolution of the Board of
         Trustees or of the Executive Committee signed by an officer of the
         Fund and certified by the Secretary or an Assistant Secretary, setting
         forth the purpose or purposes of such segregated account and declaring
         such purposes to be proper corporate purposes.

2.12     OWNERSHIP CERTIFICATES FOR TAX PURPOSES.  The Custodian shall execute
         ownership and other certificates and affidavits for all federal and
         state tax purposes in connection with receipt of income or other
         payments with respect to domestic securities of each Portfolio held by
         it and in connection with transfers of securities.

2.13     PROXIES.  The Custodian shall, with respect to the domestic securities
         held hereunder, cause to be promptly executed by the registered holder
         of such securities, if the securities are registered otherwise than in
         the name of the Portfolio or a nominee of the Portfolio, all proxies,
         without indication of the manner in which such proxies are to be
         voted, and shall promptly deliver to the Portfolio such

                                          27
<PAGE>

         proxies, all proxy soliciting materials and all notices relating to
         such securities.

2.14     COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES.  Subject to the
         provisions of Section 2.3, the Custodian shall transmit promptly to
         the Fund for each Portfolio all written information (including,
         without limitation, pendency of calls and maturities of domestic
         securities and expirations of rights in connection therewith and
         notices of exercise of call and put options written by the Fund on
         behalf of the Portfolio and the maturity of futures contracts
         purchased or sold by the Portfolio) received by the Custodian from
         issuers of the securities being held for the Portfolio.  With respect
         to tender or exchange offers, the Custodian shall transmit promptly to
         the Portfolio all written information received by the Custodian from
         issuers of the securities whose tender or exchange is sought and from
         the party (or his agents) making the tender or exchange offer.  If the
         Portfolio desires to take action with respect to any tender offer,
         exchange offer or any other similar transaction, the Portfolio shall


                                          28
<PAGE>

         notify the Custodian at least three business days prior to the date on
         which the Custodian is to take such action.

3. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD
OUTSIDE OF THE UNITED STATES

3.1      APPOINTMENT OF FOREIGN SUB-CUSTODIANS.  The Fund hereby authorizes and
         instructs the Custodian to employ as sub-custodians for the
         Portfolio's securities and other assets maintained outside
         the United States the foreign banking institutions and foreign
         securities depositories designated on Schedule A hereto ("foreign
         sub-custodians").  Upon receipt of "Proper Instructions", as defined
         in Section 5 of this Contract together with a certified resolution of
         the Fund's Board of Trustees, the Custodian and the Fund may agree to
         amend Schedule A hereto from time to time to designate additional
         foreign banking institutions and foreign securities depositories to
         act as sub-custodian.  Upon receipt of Proper Instructions, the Fund
         may instruct the Custodian to cease the employment of any one or more
         such sub-custodians for maintaining custody of a Portfolio's assets.


                                          29
<PAGE>

3.2      ASSETS TO BE HELD.  The Custodian shall limit the securities and other
         assets maintained in the custody of the foreign sub-custodians to: (a)
         "foreign securities", as defined in paragraph (c)(l) of Rule 17f-5
         under the Investment Company Act of 1940, and (b) cash and cash
         equivalents in such amounts as the Custodian or the Fund may determine
         to be reasonably necessary to effect the Portfolio's foreign securities
         transactions. The Custodian shall identify on its books as belonging
         to the Fund, the foreign securities of the Fund held by each
         foreign sub-custodian.

3.3      FOREIGN SECURITIES DEPOSITORIES.  Except as may otherwise be agreed
         upon in writing by the Custodian and the Fund, assets of the Portfolios
         shall be maintained in foreign securities depositories only through
         arrangements implemented by the foreign banking institutions serving
         as sub-custodians pursuant to the terms hereof.  Where possible, such
         arrangements shall include entry into agreements containing the
         provisions set forth in Section 3.4 hereof.

3.4      AGREEMENTS WITH FOREIGN BANKING INSTITUTIONS.  Each agreement with a
         foreign banking


                                          30
<PAGE>

         institution shall be substantially in the form set forth in Exhibit 1
         hereto and shall provide that: (a) the assets of each Portfolio will
         not be subject to any right, charge, security interest, lien or claim
         of any kind in favor of the foreign banking institution or its
         creditors or agent, except a claim of payment for their safe custody
         or administration; (b) beneficial ownership for the assets of each
         Portfolio will be freely transferable without the payment of money or
         value other than for custody or administration; (c) adequate records
         will be maintained identifying the assets as belonging to each
         applicable Portfolio; (d) officers of or auditors employed by, or other
         representatives of the Custodian, including to the extent permitted
         under applicable law the independent public accountants for the Fund,
         will be given access to the books and records of the foreign banking
         institution relating to its actions under its agreement with the
         Custodian; and (e) assets of the Portfolios held by the foreign
         sub-custodian will be subject only to the instructions of the
         Custodian or its agents.

3.5      ACCESS OF INDEPENDENT ACCOUNTANTS OF THE FUND.  Upon request of the
         Fund, the Custodian will


                                          31

<PAGE>

         use its best efforts to arrange for the independent accountants of the
         Fund to be afforded access to the books and records of any foreign
         banking institution employed as a foreign sub-custodian insofar as
         such books and records relate to the performance of such foreign
         banking institution under its agreement with the Custodian.

3.6      REPORTS BY CUSTODIAN.  The Custodian will supply to the Fund from time
         to time, as mutually agreed upon, statements in respect of the
         securities and other assets of the Portfolio(s) held by foreign
         sub-custodians, including but not limited to an identification of
         entities having possession of the Portfolio(s) securities and other
         assets and advices or notifications of any transfers of securities to
         or from each custodial account maintained by a foreign banking
         institution for the Custodian on behalf of each applicable Portfolio
         indicating, as to securities acquired for a Portfolio, the identity of
         the entity having physical possession of such securities
     

3.7      TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.  (a) Except as otherwise
         provided in paragraph


                                          32
<PAGE>

         (b) of this Section 3.7, the provision of Sections 2.2 and 2.7 of this
         Contract shall apply, MUTATIS MUTANDIS to the foreign securities of
         the Fund held outside the United States by foreign
         sub-custodians.  (b) Notwithstanding any provision of this Contract to
         the contrary, settlement and payment for securities received for the
         account of each applicable Portfolio and delivery of securities
         maintained for the account of each applicable Portfolio may be
         effected in accordance with the customary established securities
         trading or securities processing practices and procedures in the
         jurisdiction or market in which the transaction occurs, including,
         without limitation, delivering securities to the purchaser thereof or
         to a dealer therefor (or an agent for such purchaser or dealer)
         against a receipt with the expectation of receiving later payment for
         such securities from such purchaser or dealer.  (c) Securities
         maintained in the custody of a foreign sub-custodian may be maintained
         in the name of such entity's nominee to the same extent as set forth
         in Section 2.3 of this Contract, and the Fund agrees to hold any such
         nominee

                                          33

<PAGE>

         harmless from any liability as a holder of record of such securities.

3.8      LIABILITY OF FOREIGN SUB-CUSTODIANS.  Each agreement pursuant to which
         the Custodian employs a foreign banking institution as a foreign
         sub-custodian shall require the institution to exercise reasonable
         care in the performance of its duties and to indemnify, and hold
         harmless, the Custodian and the Fund from and against any loss,
         damage, cost, expense, liability or claim arising out of or in
         connection with the institution's performance of such obligations.  At
         the election of the Fund, it shall be entitled to be subrogated to the
         rights of the Custodian with respect to any claims against a foreign
         banking institution as a consequence of any such loss, damage, cost,
         expense, liability or claim if and to the extent that the Fund has not
         been made whole for any such loss, damage, cost, expense, liability or
         claim.

3.9      LIABILITY OF CUSTODIAN.  The Custodian shall be liable for the acts or
         omissions of a foreign banking institution to the same extent as set
         forth with respect to sub-custodians


                                          34
<PAGE>

         generally in this Contract and, regardless of whether assets are
         maintained in the custody of a foreign banking institution, a foreign
         securities depository or a branch of a U.S. bank as contemplated by
         paragraph 3.12 hereof, the Custodian shall not be liable for any loss,
         damage, cost, expense, liability or claim resulting from
         nationalization, expropriation, currency restrictions, or acts of war
         or terrorism or any loss where the sub-custodian has otherwise
         exercised reasonable care.  Notwithstanding the foregoing provisions
         of this paragraph 3.9, in delegating custody duties to State Street
         London Ltd., the Custodian shall not be relieved of any responsibility
         to the Fund for any loss due to such delegation, except such loss as
         may result from (a) political risk (including, but not limited to,
         exchange control restrictions, confiscation, expropriation,
         nationalization, insurrection, civil strife or armed hostilities) or
         (b) other losses (excluding a bankruptcy or insolvency of State Street
         London Ltd. not caused by political risk) due to acts of God, nuclear
         incident or other losses under


                                          35
<PAGE>

         circumstances where the Custodian and State Street London Ltd. have
         exercised reasonable care.

3.10     REIMBURSEMENT FOR ADVANCES.  If the Fund requires the Custodian to
         advance cash or securities for any purpose for the benefit of a
         Portfolio including the purchase or sale of foreign exchange or of
         contracts for foreign exchange, or in the event that the Custodian or
         its nominee shall incur or be assessed any taxes, charges, expenses,
         assessments, claims or liabilities in connection with the performance
         of this Contract, except such as may arise from its or its nominee's
         own negligent action, negligent failure to act or willful misconduct,
         any property at any time held for the account of the applicable 
         Portfolio shall be security therefor and should the Fund fail to repay
         the Custodian promptly, the Custodian shall be entitled to utilize
         available cash and to dispose of such Portfolios assets to the extent
         necessary to obtain reimbursement.

3.11     MONITORING RESPONSIBILITIES.  The Custodian shall furnish annually to
         the Fund, during the month of June, information


                                          36
<PAGE>

         concerning the foreign sub-custodians employed by the Custodian.  Such
         information shall be similar in kind and scope to that furnished to the
         Fund in connection with the initial approval of this Contract.  In
         addition, the Custodian will promptly inform the Fund
         in the event that the Custodian learns of a material adverse change in
         the financial condition of a foreign sub-custodian or any loss of the
         assets of the Fund or in the case of any foreign sub-custodian not
         the subject of an exemptive order from the Securities and Exchange
         Commission is notified by such foreign sub-custodian that there
         appears to be a substantial likelihood that its shareholders' equity
         will decline below $200 million (U.S. dollars or the equivalent
         thereof) or that its shareholders' equity has declined below $200
         million (in each case computed in accordance with generally accepted
         U.S. accounting principles).

3.12     BRANCHES OF U.S. BANKS.
         (a) Except as otherwise set forth in this Contract, the provisions
         hereof shall not apply where the custody of a Portfolio's assets is
         maintained in a foreign branch of a banking institution which is a
         "bank" as defined by Section 2(a)(5) of the Investment


                                          37
<PAGE>

         Company Act of 1940 meeting the qualification set forth in Section
         26(a) of said Act.  The appointment of any such branch as a
         sub-custodian shall be governed by paragraph 1 of this Contract.  (b)
         Cash held for each Portfolio of the Fund in the United Kingdom shall 
         be maintained in an interest bearing account established for the Fund
         with the Custodian's London branch, which account shall be subject to
         the direction of the Custodian, State Street London Ltd. or both.

3.13     TAX LAW.

         (a) UNITED STATES TAXES.  The Custodian shall have no responsibility
         or liability for any obligations now or hereafter imposed on the Fund 
         or the Custodian as custodian of the Fund by the tax law of
         the United States of America or any state or political subdivision
         thereof.  The Custodian will be responsible for informing the Fund of
         the income received by the Fund which is United States source income
         and which is not United States source income.

         (b) CLAIMING FOR EXEMPTION OR REFUND UNDER THE TAX LAWS OF NON-UNITED
         STATES JURISDICTIONS.  The sole responsibility of the Custodian with
         regard to the tax laws of non-United States jurisdictions shall be to
         identify the income of the Fund which has been subject to withholding
         and other tax asessments or other governmental charges by such
         jurisdictions and the amount thereof and to use reasonable efforts 
         to assist the Fund with respect to any claim for exemption or refund
         of such charges that can be made on behalf of the Fund.


                                          38
<PAGE>

         
4. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES OF THE FUND

    The Custodian shall receive from the distributor for the Shares or from the
Transfer Agent of the Fund and deposit into the account of the appropriate
Portfolio such payments as are received for Shares of that Portfolio issued or
sold from time to time by the Fund.  The Custodian will provide notification to
the Fund on behalf of each such Portfolio and the Transfer Agent of any receipt
by it of payments for Shares of such Portfolio.

    From such funds as may be available for the purpose but subject to the
limitations of the Declaration of Trust and any applicable votes of the
Board of Trustees of the Fund pursuant thereto, the Custodian shall, upon
receipt of instructions from the Transfer Agent, make funds available to an
account maintained outside of the United States (except as specified by the
Fund for a particular Portfolio) for payment to holders of Shares who have
delivered to the Transfer Agent a request for redemption or repurchase of their
Shares.

5.  PROPER INSTRUCTIONS

    Proper Instructions as used throughout this


                                          39
<PAGE>

Contract means a writing signed or initialled by one or more person or persons
as the Board of Trustees shall have from time to time authorized. Each such
writing shall set forth the specific transaction or type of transaction
involved, including a specific statement of the purpose for which such action is
requested. Oral instructions will be considered Proper Instructions if the
Custodian reasonably believes them to have been given by a person authorized to
give such instructions with respect to the transaction involved. The Fund shall
cause all oral instructions to be confirmed in writing. Upon receipt of a
certificate of the Secretary or an Assistant Secretary as to the authorization
by the Board of Trustees of the Fund accompanied by a detailed description of
procedures approved by the Board of Trustees, Proper Instructions may include
communications effected directly between electro-mechanical or electronic
devices provided that the Board of Trustees and the Custodian are satisfied that
such procedures afford adequate safeguards for the Portfolios' assets. For
purposes of this Section, Proper Instructions shall include instructions
received by the Custodian pursuant to any three-party agreement which requires a
segregated asset account in accordance with Section 2.11.


                                          40
<PAGE>

6. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY

    The Custodian may in its discretion, without express authority from the
Fund on behalf of each applicable Portfolio:

    1)   make payments to itself or others for minor expenses of handling
         securities or other similar items relating to its duties under this
         Contract, PROVIDED that all such payments shall be accounted for to
         the Fund on behalf of the Portfolio;

    2)   surrender securities in temporary form for securities in definitive
         form;

    3)   endorse for collection, in the name of the Portfolio, checks, drafts
         and other negotiable instruments; and

    4)   in general, attend to all non-discretionary details in connection with
         the sale, exchange, substitution, purchase, transfer and other
         dealings with the securities and property of the Portfolio except as
         otherwise directed by the Board of Trustees of the Fund.

7. EVIDENCE OF AUTHORITY

    The Custodian shall be protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or paper believed by it to be
genuine and to have been properly executed by or on behalf of


                                          41
<PAGE>

the Fund.  The Custodian may receive and accept a certified copy of a vote
of the Board of Trustees of the Fund as conclusive evidence (a) of the authority
of any person to act in accordance with such vote or (b) of any
determination or of any action by the Board of Trustees pursuant to the
Declaration of Trust as described in such vote, and such vote may be
considered as in full force and effect until receipt by the Custodian of written
notice to the contrary.

8. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND CALCULATION OF
NET ASSET VALUE AND NET INCOME

    The Custodian shall keep the books of account of each Portfolio of the Fund.
Until otherwise directed by Proper Instructions, the Custodian shall compute
the net asset value per share of the outstanding shares of each Portfolio
of the Fund.  The Custodian shall also calculate daily the net income of
each Portfolio of the Fund as described in the Fund's currently effective
prospectus for such Portfolio and shall advise the Fund and the Transfer
Agent daily of the total amounts of such net income and, if instructed in
writing by an officer of the Fund to do so, shall advise the Transfer
Agent periodically of the division of such net income among its various
components.  The calculation of the net asset value per share and the
daily income of each Portfolio of the Fund shall be made at the time or
times described from time to time in the Fund's currently effective
prospectus for such Portfolio.

9. RECORDS

    The Custodian shall with respect to each Portfolio create and maintain
records relating to its activities and obligations under this Contract in such
manner as will meet the obligations of the Fund under the Investment Company Act
of 1940, with particular attention to Section 31 thereof and Rules 31a-1 and
31a-2 thereof.  All such records shall be the property


                                          42
<PAGE>

of the Fund and shall at all times during the regular business hours of the
Custodian be open for inspection by duly authorized officers, employees or
agents of the Fund and employees and agents of the Securities and Exchange
Commission.  The Custodian shall, at the Fund's request, supply the Fund with a
tabulation of securities owned by each Portfolio and held by the Custodian and
shall, when requested to do so by the Fund and for such compensation as shall be
agreed upon between the Fund and the Custodian, include certificate numbers in
such tabulations.

10. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS

    The Custodian shall provide the Fund, on behalf of each of the Portfolios
at such times as the Fund may reasonably require, with reports by independent
public accountants on the accounting system, internal accounting control and
procedures for safeguarding securities, futures contracts and options on
futures contracts, including securities deposited and/or maintained in a
Securities System, relating to the services provided by the Custodian under 
this Contract; such reports, shall be of sufficient scope and in sufficient
detail, as may reasonably be required by the Fund to provide reasonable
assurance that any material inadequacies would be disclosed by such examination,
and, if there are no such


                                          43
<PAGE>

inadequacies, the reports shall so state.

11. COMPENSATION OF CUSTODIAN

    The Custodian shall be entitled to reasonable compensation for its services
and expenses as Custodian, as agreed upon from time to time between the Fund on
behalf of each applicable Portfolio and the Custodian.

12. RESPONSIBILITY OF CUSTODIAN

    So long as and to the extent that it is in the exercise of reasonable care,
the Custodian shall not be responsible for the title, validity or genuineness of
any property or evidence of title thereto received by it or delivered by it
pursuant to this Contract and shall be held harmless in acting upon any notice,
request, consent, certificate or other instrument reasonably believed by it to
be genuine and to be signed by the proper party or parties, including any
futures commission merchant acting pursuant to the terms of a three-party
futures or options agreement.  The Custodian shall be held to the exercise of
reasonable care in carrying out the provisions of this Contract, but shall be
kept indemnified by and shall be without liability to the Fund for any action
taken or omitted by it in good faith without negligence.  It shall be entitled
to rely on and may act upon advice of counsel (who may be counsel for the Fund)
on all matters, and shall be 


                                          44
<PAGE>

without liability for any action reasonably taken or omitted pursuant to such
advice.

    The Custodian shall be liable for the acts or omissions of a foreign
banking institution appointed pursuant to the provisions of Article 3 to the
same extent as set forth in Article 1 hereof with respect to sub-custodians
located in the United States (except as specifically provided in Article 3.9)
and, regardless of whether assets are maintained in the custody of a foreign
banking institution, a foreign securities depository or a branch of a U.S. bank
as contemplated by paragraph 3.12 hereof, the Custodian shall not be liable for
any loss, damage, cost, expense, liability or claim resulting from, or caused
by, the direction of or authorization by the Fund to maintain custody of any
securities or cash of the Fund in a foreign country including, but not
limited to, losses resulting from nationalization, expropriation, currency
restrictions, or acts of war or terrorism.

    If the Fund on behalf of a Portfolio requires the Custodian to take any
action with respect to securities, which action involves the payment of money
or which action may, in the opinion of the Custodian, result in the Custodian
or its nominee assigned to the Fund or the Portfolio being liable for the
payment of money or incurring liability of some other form, the Fund, on behalf
of the Portfolio, as a


                                          45
<PAGE>

prerequisite to requiring the Custodian to take such action, shall provide
indemnity to the Custodian in an amount and form satisfactory to it.

    If the Fund requires the Custodian, its affiliates, subsidiaries or agents,
to advance cash or securities for any purpose (including but not limited to
securities settlements, foreign exchange contracts and assumed settlement) for
the benefit of a Portfolio including the purchase or sale of foreign exchange or
of contracts for foreign exchange or in the event that the Custodian or its
nominee shall incur or be assessed any taxes, charges, expenses, assessments,
claims or liabilities in connection with the performance of this Contract,
except such as may arise from its or its nominee's own negligent action,
negligent failure to act or willful misconduct, any property at any time held
for the account of the applicable Portfolio shall be security therefor and
should the Fund fail to repay the Custodian promptly, the Custodian shall be
entitled to utilize available cash and to dispose of such Portfolio's assets to
the extent necessary to obtain reimbursement.

13. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT

    This Contract shall become effective as of its execution, shall continue in
full force and effect until terminated as hereinafter provided, may be amended
at


                                          46

<PAGE>

any time by mutual agreement of the parties hereto and may be terminated by
either party by an instrument in writing delivered or mailed, postage prepaid to
the other party, such termination to take effect not sooner than thirty (30)
days after the date of such delivery or mailing; PROVIDED, however that the
Custodian shall not with respect to a Portfolio act under Section 2.10 hereof in
the absence of receipt of an initial certificate of the Secretary or an
Assistant Secretary that the Board of Trustees of the Fund has approved the
initial use of a particular Securities System by such Portfolio and the receipt
of an annual certificate of the Secretary or an Assistant Secretary that the
Board of Trustees has reviewed the use by such Portfolio of such Securities
System, as required in each case by Rule 17f-4 under
the Investment Company Act of 1940, as amended, and that the Custodian shall not
with respect to a Portfolio act under Section 2.10A hereof in the absence of
receipt of an initial certificate of the Secretary or an Assistant Secretary
that the Board of Trustees has approved the initial use of the Direct Paper
System by such Portfolio and the receipt of an annual certificate of the
Secretary or an Assistant Secretary that the Board of Trustees has reviewed the
use by such Portfolio of the Direct Paper System;
PROVIDED FURTHER, however, that the Fund shall not amend or terminate this
Contract in contravention of any applicable federal or state regulations, or any
provision of the Declaration of Trust, and further provided, that the Fund on
behalf of one or more of the Portfolios may at any time by action of its Board
of Trustees (i) substitute another bank or trust company for the Custodian by
giving notice as described above to the Custodian, or (ii) immediately terminate
this


                                          47
<PAGE>

Contract in the event of the appointment of a conservator or receiver for the
Custodian by the Comptroller of the Currency or upon the happening of a like
event at the direction of an appropriate regulatory agency or court of competent
jurisdiction.

    Upon termination of the Contract, the Fund on behalf of each applicable
Portfolio shall pay to the Custodian such compensation as may be due as of the
date of such termination and shall likewise reimburse the Custodian for its
costs, expenses and disbursements.

14. SUCCESSOR CUSTODIAN

    If a successor custodian for the Fund, or one or more of the Portfolios
shall be appointed by the Board of Trustees of the Fund, the Custodian shall,
upon termination, deliver to such successor custodian at the office of the
Custodian, duly endorsed and in the form for transfer, all securities of each
applicable Portfolio then held by it hereunder and shall transfer to an account
of the successor custodian all of the securities of each such Portfolio held
in a Securities System.

    If no such successor custodian shall be appointed, the Custodian shall, in
like manner, upon receipt of a certified copy of a vote of the Board of
Trustees of the Fund, deliver at the office of the Custodian and transfer such
securities, funds and other properties in


                                          48
<PAGE>

accordance with such vote.

    In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Trustees shall have been
delivered to the Custodian on or before the date when such termination shall
become effective, then the Custodian shall have the right to deliver to a bank
or trust company, which is a "bank" as defined in the Investment Company Act of
1940, doing business in Boston, Massachusetts, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $50,000,000, all securities, funds and other
properties held by the Custodian on behalf of each applicable Portfolio and all
instruments held by the Custodian relative thereto and all other property held
by it under this Contract on behalf of each applicable Portfolio and to transfer
to an account of such successor custodian all of the securities of each such
Portfolio held in any Securities System.  Thereafter, such bank or trust
company shall be the successor of the Custodian under this Contract.

    In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of the vote referred to
or of the Board of Trustees to appoint a


                                          49
<PAGE>

successor custodian, the Custodian shall be entitled to fair compensation for
its services during such period as the Custodian retains possession of such
securities, funds and other properties and the provisions of this Contract
relating to the duties and obligations of the Custodian shall remain in full
force and effect.

15. INTERPRETIVE AND ADDITIONAL PROVISIONS

    In connection with the operation of this Contract, the Custodian and the
Fund on behalf of each of the Portfolios, may from time to time agree on such
provisions interpretive of or in addition to the provisions of this Contract as
may in their joint opinion be consistent with the general tenor of this
Contract.  Any such interpretive or additional provisions shall be in a writing
signed by both parties and shall be annexed hereto, PROVIDED that no such
interpretive or additional provisions shall contravene any applicable federal or
state regulations or any provision of the Declaration of Trust of the Fund.  No
interpretive or additional provisions made as provided in the preceding sentence
shall be deemed to be an amendment of this Contract.

16. ADDITIONAL SERIES

    In the event that the Fund establishes one or more series of Shares in
addition to 



                                          50
<PAGE>




                                                 with respect to which it
desires to have the Custodian render services as custodian under the terms
hereof, it shall so notify the Custodian in writing, and if the Custodian agrees
in writing to provide such services, such series of Shares shall become a
Portfolio hereunder.

17. MASSACHUSETTS LAW TO APPLY

    This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of the Commonwealth of Massachusetts.

18. PRIOR CONTRACTS

    This Contract supersedes and terminates, as of the date hereof, all prior
contracts between the Fund on behalf of each of the Portfolios and the
Custodian relating to the custody of the Fund's assets.

19. SHAREHOLDER COMMUNICATIONS ELECTION

    Securities and Exchange Commission Rule 14b-2 requires banks which hold
securities for the account of customers to respond to requests by issuers of
securities for the names, addresses and holdings of


                                          51
<PAGE>

beneficial owners of securities of that issuer held by the bank unless the
beneficial owner has expressly objected to disclosure of this information.  In
order to comply with the rule, the Custodian needs the Fund to indicate whether
it authorizes the Custodian to provide the Fund's name, address and share
position to requesting companies whose securities the Fund owns.  If the
Fund tells the Custodian "no", the Custodian will not provide this information
to requesting companies.  If the Fund tells the Custodian "yes" or does not
check either "yes" or "no" below, the Custodian is required by the rule to treat
the Fund as consenting to disclosure of this information for all securities
owned by the Portfolio or any funds or accounts established by the Fund.
For the Fund's protection, the Rule prohibits the requesting company
from using the Fund's name and address for any purpose other
than corporate communications.  Please indicate below whether the Fund consents
or objects by checking one of the alternatives below.

    YES [ ]   The Custodian is authorized to release the Fund's name,
              address, and share positions.


                                          52
<PAGE>

    NO  [X]   The Custodian is not authorized to release the Fund's name,
              address, and share positions.

20. LIMITATION OF LIABILITY

    The references herein to the Trustees of the Fund are to the Trustees of
the Fund as trustees and not individually or personally.  The obligations of the
Fund entered into on behalf of the Fund by any of the Trustees are not made
individually but in their capacity as trustees and are not binding on any of the
Trustees personally.  All persons dealing with the Fund must look solely to the
assets of the Fund for the enforcement of any claims against the Fund.


                                          53
<PAGE>

    IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative as of the
        day of           , 1996.

                   

                 
                 

                   STATE STREET BANK AND TRUST COMPANY

                 By 






                                          54
<PAGE>

[insert fee schedule]

                                                 Exhibit 9(a)



                                JPM SERIES TRUST
                           CO-ADMINISTRATION AGREEMENT


         CO-ADMINISTRATION AGREEMENT, dated as of October 10, 1996, by and
between JPM Series Trust, an unincorporated business trust organized under the
laws of the Commonwealth of Massachusetts (the "Trust"), and Funds Distributor,
Inc., a Massachusetts corporation (the "Co-Administrator").

                              W I T N E S S E T H:

         WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940 (collectively with
the rules and regulations promulgated thereunder, the "1940 Act");

         WHEREAS, the Shares of Beneficial Interest (par value $0.001 per share)
of the Trust (the "Shares") are divided into multiple series (together with any
series which may in the future be established, the "Series" or the "Fund"); and

         WHEREAS, the Trust wishes to engage the Co-Administrator to provide
certain administrative and management services, and the Co-Administrator is
willing to provide such administrative and management services to the Trust and
each Series, on the terms and conditions hereinafter set forth;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:

         1. Duties of the Co-Administrator. Subject to the general direction and
control of the Board of Trustees of the Trust, the Co-Administrator shall
perform the following administrative and management services: (a) providing or
obtaining office space, equipment and clerical personnel necessary for
maintaining the organization of the Trust, including a principal office in
Massachusetts, and for performing the administrative and management functions
herein set forth; (b) arranging for Directors, officers and employees of the
Co-Administrator or its agents, reasonably acceptable to the Trustees, to serve
as Trustees, officers or agents of the Trust and perform the duties incident to
their office, if duly elected or appointed to such positions and subject to
their individual consent and to any limitations imposed by law; (c) preparing
such reports, applications and documents (including reports regarding the sale
and redemption of Shares as reported by the Trust's transfer agent as may be
required in order to comply with state securities laws) as may be necessary or
desirable to register Shares with state securities authorities, monitoring the
sale of Shares as reported by the Trust's transfer agent for compliance with
state securities laws, and filing with the appropriate state securities
authorities the registration statements and reports for the Trust and the Shares
and all amendments thereto, as may be necessary or convenient to register and
keep effective the Trust and the Shares with


<PAGE>


state
securities authorities to enable the Trust to make a continuous offering of
Shares; (d) filing documents with regulatory authorities or mailing documents to
investors in or Trustees of the Trust to the extent requested by the Trust; (e)
reviewing and filing with the National Association of Securities Dealers all
marketing and sales literature provided to the Co-Administrator on behalf of the
Trust; and (f) maintaining books and records of the Trust related to the
foregoing. In the performance of its duties under this Agreement, the
Co-Administrator will comply with the provisions of the Declaration of Trust and
By-Laws of the Trust and the Trust's stated investment objectives, policies and
restrictions and will use its best efforts to safeguard and promote the welfare
of the Trust and to comply with other policies which the Board of Trustees may
from time to time determine. Notwithstanding the foregoing, the Co-Administrator
shall not be deemed to have assumed any duties with respect to this Agreement,
including, without limitation, any responsibility for the management of the
Trust's assets or the rendering of investment advice and supervision with
respect thereto, nor shall the Co-Administrator be deemed to have assumed or
have any responsibility with respect to functions specifically assumed by any
transfer agent, custodian or other administrative service provider of the Trust.
The Co-Administrator undertakes to comply with all applicable requirements of
the U.S. federal securities laws and any other laws, rules and regulations of
governmental authorities having jurisdiction with respect to the duties to be
performed by it hereunder.

         2. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Co-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.

         3. Allocation of Charges and Expenses. The Co-Administrator shall pay
the entire salaries and wages of all of the Trust's Trustees, officers and
agents who devote part or all of their time to the affairs of the
Co-Administrator or its affiliates, and the wages and salaries of such persons
shall not be deemed to be expenses incurred by the Trust for purposes of this
Section 3. Except as provided in the foregoing sentence, the Co-Administrator
shall not pay other expenses relating to the Trust including, without
limitation, compensation of Trustees not affiliated with the Co-Administrator;
governmental fees; interest charges; taxes; membership dues in the Investment
Company Institute allocable to the Trust; fees and expenses of the Trust's
independent auditors, of legal counsel and of any transfer agent, distributor,
shareholder servicing agent, registrar or dividend disbursing agent of the
Trust; expenses of distributing and redeeming Shares and servicing shareholder
accounts; expenses of preparing, printing and mailing prospectuses and
statements of additional information, reports, notices, proxy statements and
reports to shareholders and governmental officers and commissions; expenses of
preparing and mailing agendas and supporting documents for meetings of Trustees
and committees of Trustees; expenses connected with the execution, recording and
settlement of portfolio security transactions; insurance premiums; fees and
expenses of the Trust's custodian for all services to the Trust, including
safekeeping of funds and securities and maintaining required books and accounts;
expenses of calculating the net asset value of the Shares; expenses of
shareholder meetings; and expenses relating to the issuance, registration and
qualification of Shares.

         4.  Compensation of  Co-Administrator.  For  the services to be
rendered and the facilities to be provided by the Co-Administrator  hereunder,
the Co-Administrator shall receive a fee from

                                        2

<PAGE>


each such Series of the Trust as
agreed by the Trust and the Co-Administrator from time to time as set forth on
Schedule A attached hereto. This fee will be payable as agreed by the Trust and
the Co-Administrator, but no more frequently than monthly.

         5. Limitation of Liability of the Co-Administrator. The
Co-Administrator shall not be liable for any error of judgment or mistake of law
or for any act or omission in the administration or management of the Trust or
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. As used in this
Section 5, the term "Co-Administrator" shall include Funds Distributor, Inc.
and/or any of its affiliates and the Directors, officers and employees of Funds
Distributor, Inc. and/or of its affiliates.

         6. Activities of the Co-Administrator. The services of the
Co-Administrator to the Trust are not to be deemed to be exclusive, the
Co-Administrator being free to render administrative and/or other services to
other parties. It is understood that Trustees, officers, and shareholders of the
Trust are or may become interested in the Co-Administrator and/or any of its
affiliates, as Directors, officers, employees, or otherwise, and that Directors,
officers and employees of the Co-Administrator and/or any of its affiliates are
or may become similarly interested in the Trust and that the Co-Administrator
and/or any of its affiliates may be or become interested in the Trust as a
shareholder or otherwise.

         7. Termination. This Agreement may be terminated as to any Series at
any time, without the payment of any penalty, by the Board of Trustees of the
Trust or by the Co-Administrator, in each case on not more than 60 days' nor
less than 30 days' written notice to the other party.

         8. Subcontracting by the Co-Administrator. The Co-Administrator may
subcontract for the performance of its obligations hereunder with any one or
more persons; provided, however, that the Co-Administrator may subcontract
hereunder only with the prior consent of the Trustees of the Trust; and
provided, further, that, unless the Trust otherwise expressly agrees in writing,
the Co-Administrator 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.

         9. Further  Actions.  Each party  agrees to perform  such further acts
and execute such further  documents as are necessary to effectuate the purposes
hereof.

         10.  Amendments.  This Agreement may be amended by only mutual written
consent.

         11. Confidentiality. The Co-Administrator agrees on behalf of itself
and its employees to treat confidentially and as proprietary information of the
Trust all records and other information not otherwise publicly available
relative to the Trust and its prior, present or potential shareholders and not
to use such records and information for any purpose other than performance of
its responsibilities and duties hereunder, except after prior notification to
and approval in writing by the Trust, which approval shall not be unreasonably
withheld and may not be withheld where the Co-Administrator may be exposed to
civil or criminal contempt

                                         3

<PAGE>



proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Trust.

         12. Miscellaneous. 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.

         13. 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 the Co-Administrator at 60 State
Street, 13th Floor, Boston, Massachusetts 02109, Attention: President with a
copy to General Counsel; or (2) to the Trust at 60 State Street, Suite 1300,
Boston, Massachusetts 02109, Attention: Treasurer, or at such other address as
either party may from time to time specify to the other party pursuant to this
section, with a copy to Morgan Guaranty Trust Company of New York, 522 Fifth
Avenue, New York, New York 10036, Attention: Funds Management.

         14.  Governing  Law. This  Agreement  shall be governed by and
construed in  accordance  with the laws of the State of New York.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written. The
undersigned officer of the Trust has executed this Agreement not individually,
but as an officer of the Trust under the Trust's Declaration of Trust, dated
August 15, 1996, and the obligations of this Agreement are not binding upon any
of the Trustees or shareholders of the Trust individually, but bind only the
Trust estate.

                              JPM SERIES TRUST


                              By
                                 Name:
                                 Title:

                              FUNDS DISTRIBUTOR, INC.


                              By
                                 Name:
                                 Title:

PPADMI4
                                   4

<PAGE>





                                   Schedule A



         The Co-Administrator's annual fee charged to and payable by each
Covered Entity as defined below is its share of an annual complex-wide charge.
The annual complex-wide charge is:

   (a)   $425,000 for all Covered Entities, provided that such charge shall be
         increased by $5,000 for each Covered Entity in excess of 100, plus

    (b)  out-of-pocket charges for any services subcontracted pursuant to
         co-administration agreements with Covered Entities.

The portion of this charge payable by each Covered Entity is (i) in the case of
any charges described in paragraph (b) directly attributable to a particular
Covered Entity, the amount attributable to such Covered Entity, plus (ii) in the
case of all other amounts, the amount determined by the proportionate share that
such Covered Entity's net assets bear to the total net assets of the Covered
Entities.

A Covered Entity is any series of The JPM Pierpont Funds, The JPM Institutional
Funds, The JPM Advisor Funds, the Portfolios in which any series of the
foregoing invest, any series of JPM Series Trust and each other current or
future mutual fund (or series thereof) for which both (1) a tax return is filed
with the Internal Revenue Service under United States tax law and (2) Morgan
Guaranty Trust Company of New York provides investment advice and/or
administrative services and the Co-Administrator provides administration
services.

Approved:         _______ __, 1996
                  Effective _______ __, 1996


PPADMI4

                                                             Exhibit 9(b) 


                               JPM SERIES TRUST
                        ADMINISTRATIVE SERVICES AGREEMENT


          ADMINISTRATIVE SERVICES AGREEMENT, dated as of October 10, 1996, by
and between JPM Series Trust, an unincorporated business trust organized under
the laws of the Commonwealth of Massachusetts (the "Trust"), and Morgan Guaranty
Trust Company of New York, a New York trust company ("Morgan").

                              W I T N E S S E T H:

         WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940 (collectively with
the rules and regulations promulgated thereunder, the "1940 Act");

         WHEREAS, the Shares of Beneficial Interest (par value $0.001 per share)
of the Trust (the "Shares") are divided into multiple series (such series
together with any other series which may in the future be established, the
"Funds"); and

         WHEREAS, the Trust wishes to engage Morgan to provide certain
administrative services for the Funds, and Morgan is willing to provide such
services for each Fund, on the terms and conditions hereinafter set forth;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:

         1.  Duties of Morgan.

         1.1. Subject to the general direction and control of the Board of
Trustees of the Trust, Morgan shall perform such administrative and related
services as may from time to time be reasonably requested by the Trust, which
shall include without limitation: 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) coordinating the
Trust's annual audits; c) developing the budget and establishing the rate of
expense accrual for each Fund; d) overseeing the preparation by the Trust's
transfer agent (the "Transfer Agent") of tax information for shareholders; e)
overseeing the Trust's custodian (the "Custodian") and the Transfer Agent and
other service providers, including expense disbursement; verifying the
calculation of performance data for the Trust and its reporting to the
appropriate tracking services; monitoring the pricing of portfolio securities
and compliance with amortized cost procedures, if applicable; computing the
amount and monitoring the frequency of distributing each Fund's 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


<PAGE>


of Shares 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 Fund's status as a regulated investment company under the Internal Revenue
Code of 1986, as amended (the Code ); h) arranging for preparation of agendas
and supporting documents for and minutes of meetings of Trustees, committees of
Trustees, and shareholders; i) maintaining books and records relating to such
services; and j) providing such other related services as the Trust may
reasonably request, to the extent permitted by applicable law. Morgan shall
provide all personnel and facilities necessary in order for it to provide the
services contemplated by this paragraph.

         Morgan 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, Morgan will
comply with the provisions of the Declaration of Trust and By-Laws of the Trust
and the stated investment objective, policies and restrictions of each Fund, and
will use its best efforts to safeguard and promote the welfare of the Trust, and
to comply with other policies which the Board of Trustees may from time to time
determine.

         2. Books and Records. Morgan shall with respect to each Fund 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 Morgan 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, Morgan hereby agrees that all records which it maintains for the Funds are
the property of the Trust and further agrees to surrender promptly to the Trust
any such records upon the Trust's request.

         3. Opinion of the Trust's Independent Public Accountants. Morgan shall
take all reasonable action with respect to each Fund, as the Trust 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.

         4. Liaison with Independent Public Accountants. Morgan 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. Morgan shall take all reasonable action in the performance of its
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.

         5.  Allocation  of Charges and  Expenses.  Morgan  shall bear all of
the expenses  incurred in  connection with  carrying  out its duties  hereunder.
Each Fund  shall pay the usual,  customary  or  extraordinary  expenses
incurred  by the Fund or, as  appropriate,  the Trust and  allocable  to the 
Fund,  including  without  limitation compensation of Trustees;  federal and
state governmental

                                       2

<PAGE>


fees;  interest charges;  taxes;  membership dues in the
Investment Company Institute allocable to the Trust; fees and expenses of any
provider other than Morgan of services to the Trust under a co-administration
agreement (the Co-Administrator ), Morgan pursuant to the Shareholder Servicing
Agreement and this Agreement, Pierpont Group Inc. pursuant to the Fund Services
Agreement, independent auditors, legal counsel and of any transfer agent,
registrar or dividend disbursing agent of the Trust; 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, printing 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 calculating the net asset value of Shares;
expenses of shareholder meetings; expenses relating to the issuance,
registration and qualification of Shares of the Trust; and litigation and
indemnification expenses.

         6. Compensation of Morgan. For the services to be rendered and the
expenses to be borne by Morgan hereunder, the Trust shall pay Morgan a fee at an
annual rate as set forth on Schedule A attached hereto from each Fund. This fee
will be computed daily and will be payable as agreed by the Trust and Morgan,
but no more frequently than monthly.

         7. Limitation of Liability of Morgan. Morgan 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.

         8. Activities of Morgan. The services of Morgan to the Trust are not to
be deemed to be exclusive, Morgan being free to engage in any other business or
to render services of any kind to any other corporation, firm, individual or
association.

         9. Termination. This Agreement may be terminated as to any Fund at any
time, without the payment of any penalty, by the Board of Trustees of the Trust
or by Morgan, in each case on not more than 60 days' nor less than 30 days'
written notice to the other party.

         10. Subcontracting by Morgan. Morgan may subcontract for the
performance of its obligations hereunder with any one or more persons; provided,
however, that, unless the Trust otherwise expressly agrees in writing, Morgan
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.

         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.

         13.  Miscellaneous.  This Agreement  embodies the entire agreement and 
understanding  between the parties hereto and supersedes all prior agreements,
terminations,  extensions or other

                                    3

<PAGE>


understandings relating to Morgan's
provision of financial, fund accounting or administrative services for the
Funds. 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  Morgan at Morgan  Guaranty
Trust Company of New York, 522 Fifth Avenue, New York, New York 10036, 
Attention:  Funds Management,  or (2) to the Trust at JPM Series Trust at 60
State Street, Suite 1300, Boston, Massachusetts 10009, Attention: Treasurer.

         15.  Governing  Law. This  Agreement  shall be governed by and
construed in  accordance  with the laws of the State of New York.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written. The
undersigned officer of the Trust has executed this Agreement not individually,
but as an officer of the Trust under the Trust's Declaration of Trust, dated
August 15, 1996, and the obligations of this Agreement are not binding upon any
of the Trustees or shareholders of the Trust individually, but bind only the
Trust estate.

                               JPM SERIES TRUST



                               By___________________________
                                 Name:
                                 Title:

                               MORGAN  GUARANTY  TRUST  COMPANY OF
                                   NEW YORK



                                By___________________________
                                  Name:
                                  Title:

FFASKPP5.DOC
                                  4

<PAGE>


                                                                SCHEDULE A

                          ADMINISTRATIVE SERVICES FEES
                         JPM SERIES TRUST (THE "TRUST")


         The annual administrative services fee charged to and payable by each
Fund is equal to its proportionate share of an annual complex-wide charge. This
charge is calculated daily based on the aggregate net assets of the registered
investment companies listed on Exhibit I, as amended from time to time
(collectively the "Master Portfolios"), and in accordance with the following
annual schedule:

                  0.09% on the first $7 billion of the Master Portfolios'
                  aggregate average daily net assets; and 0.04% of the Master
                  Portfolios' aggregate average daily net assets in excess of $7
                  billion LESS the complex-wide charge of the Co-Administrator

         The portion of this charge payable by each Fund is determined by the
proportionate share that its net assets bear to the total of the net assets of
the Trust, The JPM Institutional Funds, The JPM Advisor Funds, The JPM Pierpont
Funds, the Master Portfolios and other investors in the Master Portfolios for
which Morgan provides similar services.

Approved:         _______ __, 1996
                  Effective _______ __, 1996



FFASKPP5.DOC



<PAGE>


                                                                  EXHIBIT I



                                                 DATE OF            EFFECTIVE
PORTFOLIO                                  DECLARATION OF TRUST        DATE

The Treasury Money Market Portfolio            11/4/92                 8/1/96
The Money Market Portfolio                     1/29/93                 8/1/96
The Tax Exempt Money Market Portfolio          1/29/93                 8/1/96
The Short Term Bond Portfolio                  1/29/93                 8/1/96
The U.S. Fixed Income Portfolio                1/29/93                 8/1/96
The Tax Exempt Bond Portfolio                  1/29/93                 8/1/96
The Selected U.S. Equity Portfolio             1/29/93                 8/1/96
The U.S. Small Company Portfolio               1/29/93                 8/1/96
The Non-U.S. Equity Portfolio                  1/29/93                 8/1/96
The Diversified Portfolio                      1/29/93                 8/1/96
The Non-U.S. Fixed Income Portfolio            6/16/93                 8/1/96
The Emerging Markets Equity Portfolio          6/16/93                 8/1/96
The New York Total Return Bond Portfolio       6/16/93                 8/1/96
The Series Portfolio*                          6/24/94
         The Asia Growth Portfolio                                     8/1/96
         The Japan Equity Portfolio                                    8/1/96
         The European Equity Portfolio                                 8/1/96
         The Disciplined Equity Portfolio                            __/__/96
         The Global Strategic Income Portfolio                       __/__/96
         The International Opportunities Portfolio                   __/__/96
JPM Series Trust*                               8/15/96
         Tax Aware Equity Fund                                       __/__/96
         Tax Aware Disciplined Equity Fund                           __/__/96
         California Bond Fund                                        __/__/96



*In the cases of The Series Portfolio and JPM Series Trust, references to
"Portfolio" or "Fund" refer to their respective individual series as the context
requires.


<PAGE>

                                                                 Exhibit 9(c)







                        TRANSFER AGENCY AND SERVICE AGREEMENT

                                       between



                                         and

                         STATE STREET BANK AND TRUST COMPANY


JPM259D
<PAGE>





                                  TABLE OF CONTENTS

                                                                           PAGE

Article 1 Terms of Appointment; Duties of the Bank........................   2

Article 2 Fees and Expenses ..............................................   5

Article 3 Representations and Warranties of the Bank......................   6

Article 4 Representations and Warranties of the Fund......................   7

Article 5 Data Access and Proprietary Information ........................   8

Article 6 Indemnification ................................................  10

Article 7 Standard of Care................................................  14

Article 8 Covenants of the Fund and the Bank..............................  14

Article 9 Termination of Agreement .......................................  16

Article 10 Additional Funds ..............................................  16

Article 11 Assignment ....................................................  17

Article 12 Amendment .....................................................  17

Article 13 Massachusetts Law to Apply.....................................  18

Article 14 Merger of Agreement............................................  18

Article 15 Limitations of Liability of the Trustees and the
           Shareholders ..................................................  18

Article 16 Counterparts ..................................................  18


<PAGE>


                        TRANSFER AGENCY AND SERVICE AGREEMENT


    AGREEMENT made as of the      day of        , 1996, by and
between                                      , a Massachusetts business trust,
having its principal office and place of business at
                                               (the "Fund"), and STATE STREET
BANK AND TRUST COMPANY, a Massachusetts trust company
having its principal office and place of business at 225 Franklin Street,
Boston, Massachusetts 02110 (the "Bank").

    WHEREAS, the Fund is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets; and

    WHEREAS, the Fund has established and will offer and continue to offer
shares in        series initially, 




(such series, together with all other series subsequently established by the
Fund and made subject to this Agreement in accordance with Article 10, being
herein referred to as a "Portfolio", and collectively as the "Portfolios");

    WHEREAS, the Fund on behalf of the Portfolios desires to appoint the Bank
as its transfer agent, dividend disbursing agent, custodian of certain
retirement plans and agent in connection with


<PAGE>

certain other activities, and the Bank desires to accept such appointment;

    NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:

Article 1 TERMS OF APPOINTMENT; DUTIES OF THE BANK

          1.01     Subject to the terms and conditions set forth in this
Agreement, the Fund, on behalf of the Portfolios, hereby employs and appoints
the Bank to act as, and the Bank agrees to act as its transfer agent for the
authorized and issued shares of beneficial interest of the Fund representing
interests in each of the respective Portfolios ("Shares"), dividend disbursing
agent, custodian of certain retirement plans and agent in connection with any
accumulation, open-account or similar plans provided to the shareholders of each
of the respective Portfolios of the Fund ("Shareholders") and set out in the
currently effective prospectus and statement of additional information
("prospectus") of the Fund on behalf of the applicable Portfolio, including
without limitation any periodic investment plan or periodic withdrawal program.

          1.02     The Bank agrees that it will perform the following services:

          (a) In accordance with procedures established from time to time
by agreement between the Fund on behalf of each of the Portfolios, as applicable
and the Bank, the Bank shall:

          (i) Receive orders for the purchase of Shares, and promptly
              deliver payment and appropriate documentation thereof to the
              Custodian of the Fund

                                         -2-

<PAGE>


                   authorized pursuant to the Declaration of Trust of the Fund
                   (the "Custodian");

          (ii)     Pursuant to purchase orders, issue the appropriate number of
                   Shares and hold such Shares in the appropriate Shareholder
                   account;

          (iii)    Receive redemption requests and redemption directions and
                   deliver the appropriate documentation thereof to the
                   Custodian;

          (iv)     At the appropriate time as and when it receives monies paid
                   to it by the Custodian with respect to any redemption, pay
                   over or cause to be paid over in the appropriate manner such
                   monies as instructed by the redeeming Shareholders;

          (v)      Effect transfers of Shares by the registered owners thereof
                   upon receipt of appropriate instructions;

          (vi)     Prepare and transmit payments for dividends and
                   distributions declared by the Fund on behalf of the
                   applicable Portfolio;

          (vii)    Report abandoned property to the various states as
                   authorized by the Fund per policies and principles agreed
                   upon by the Fund and the Bank;

          (viii)   Maintain records of account for and advise the Fund and its
                   Shareholders as to the foregoing; and

          (ix)     Record the issuance of Shares of the Fund and maintain
                   pursuant to SEC Rule 17Ad-10(e) a record of the total number
                   of Shares which are authorized,


                                         -3-
<PAGE>

                   based upon data provided to it by the Fund, and issued and
                   outstanding.  The Bank shall also provide the Fund on a
                   regular basis with the total number of Shares which are
                   authorized and issued and outstanding and shall have no
                   obligation, when recording the issuance of Shares, to
                   monitor the issuance of such Shares or to take cognizance of
                   any laws relating to the issue or sale of such Shares, which
                   functions shall be the sole responsibility of the Fund.

          (b) In addition to and neither in lieu nor in contravention of
the services set forth in the above paragraph (a), the Bank shall:  (i) perform
the customary services of a transfer agent, dividend disbursing agent, custodian
of certain retirement plans and, as relevant, agent in connection with
accumulation, open-account or similar plans (including without limitation any
periodic investment plan or periodic withdrawal program), including but not
limited to:  maintaining all Shareholder accounts, preparing Shareholder meeting
lists, mailing proxies, mailing Shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and non-resident alien
accounts, preparing and filing U.S. Treasury Department Forms 1099 and other
appropriate forms required with respect to dividends and distributions by
federal authorities for all Shareholders, preparing and mailing confirmation
forms and statements of account to Shareholders for all purchases and
redemptions of Shares and


                                         -4-

<PAGE>

other confirmable transactions in Shareholder accounts, preparing and mailing
activity statements for Shareholders, and providing Shareholder account
information and (ii) provide a system which will enable the Fund to monitor the
total number of Shares sold in each State.

          (c) In addition, the Fund shall (i) identify to the Bank in
writing those transactions and assets to be treated as exempt from blue sky
reporting for each State and (ii) verify the establishment of transactions for
each State on the system prior to activation and thereafter monitor the daily
activity for each State.  The responsibility of the Bank for the Fund's blue sky
State registration status is solely limited to providing the system referred to
above, the initial establishment of transactions subject to blue sky compliance
by the Fund and the reporting of such transactions to the Fund as provided
above.

          (d) Procedures as to who shall provide certain of these services
in Article 1 may be established from time to time by agreement between the Fund
on behalf of each Portfolio and the Bank per the attached service responsibility
schedule.  The Bank may at times perform only a portion of these services and
the Fund or its agent may perform these services on the Fund's behalf.

Article 2 FEES AND EXPENSES

          2.01     For performance by the Bank pursuant to this Agreement, the
Fund agrees on behalf of each of the Portfolios to pay the Bank an annual
maintenance fee for each Shareholder account as set out in the initial fee
schedule attached hereto.  Such fees


                                         -5-

<PAGE>

and out-of-pocket expenses and advances identified under Section 2.02 below may
be changed from time to time subject to mutual written agreement between the
Fund and the Bank.

          2.02     In addition to the fee paid under Section 2.01 above, the
Fund agrees on behalf of each of the Portfolios to reimburse the Bank for out-
of-pocket expenses, including but not limited to confirmation production,
postage, forms, telephone, microfilm, microfiche, tabulating proxies, records
storage or advances incurred by the Bank for the items set out in the fee
schedule attached hereto.  In addition, any other expenses incurred by the Bank
at the request or with the consent of the Fund, will be reimbursed by the Fund
on behalf of the applicable Portfolio.

          2.03     The Fund agrees on behalf of each of the Portfolios to pay
all fees and reimbursable expenses promptly following the receipt of the
respective billing notice.  Procedures applicable to advance payment by the Fund
to the Bank of postage for mailing dividends, proxies, Fund reports and other
mailings to Shareholder accounts may be established from time to time by
agreement between the Fund and the Bank.

Article 3 REPRESENTATIONS AND WARRANTIES OF THE BANK

          The Bank represents and warrants to the Fund that:

          3.01     It is a trust company duly organized and existing and in
good standing under the laws of the Commonwealth of Massachusetts.

          3.02     It is duly qualified to carry on its business in the
Commonwealth of Massachusetts.


                                         -6-

<PAGE>

          3.03     It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.

          3.04     All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.

          3.05     It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.

Article 4 REPRESENTATIONS AND WARRANTIES OF THE FUND

          The Fund represents and warrants to the Bank that:

    4.01  It is a business trust duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts.

    4.02  It is empowered under applicable laws and by its Declaration of
Trust and By-Laws to enter into and perform this Agreement.

    4.03  All corporate proceedings required by said Declaration of Trust and
By-Laws have been taken to authorize it to enter into and perform this
Agreement.

    4.04  It is an open-end management investment company registered under the
Investment Company Act of 1940, as amended.

    4.05  A registration statement under the Securities Act of 1933, as
amended on behalf of each of the Portfolios is currently effective and will
remain effective, and appropriate state securities law filings have been made
and the Fund will use its best efforts to continue to make such filings with
respect to all Shares of the Fund being offered for sale.


                                         -7-

<PAGE>

Article 5 DATA ACCESS AND PROPRIETARY INFORMATION

          5.01     The Fund acknowledges that the data bases, computer
programs, screen format, report formats, interactive design techniques, and
documentation manuals (collectively, "Proprietary Information") furnished to the
Fund by the Bank as part of the Fund's ability to access certain Fund-related
data ("Customer Data") maintained by the Bank on data bases under the control
and ownership of the Bank or other third party ("Data Access Services")
constitute copyrighted, trade secret, or other proprietary information of
substantial value to the Bank or other third party.  In no event shall
Proprietary Information be deemed Customer Data.  The Fund agrees to treat all
Proprietary Information as proprietary to the Bank and further agrees that it
shall not divulge any Proprietary Information to any person or organization
except as may be provided hereunder.  Without limiting the foregoing, the Fund
agrees for itself and its employees and agents:

          (a) to access Customer Data solely from locations as may be
              designated in writing by the Bank and solely in accordance
              with the Bank's applicable user documentation;

          (b) to refrain from copying or duplicating in any way the
              Proprietary Information;

          (c) to refrain from obtaining unauthorized access to any portion
              of the Proprietary Information, and if such access is
              inadvertently obtained, to inform in a timely manner of such
              fact and dispose of such


                                         -8-

<PAGE>

              information in accordance with the Bank's instructions;

          (d) to refrain from causing or allowing third-party data
              required hereunder from being retransmitted to any other
              computer facility or other location, except with the prior
              written consent of the Bank;

          (e) that the Fund shall have access only to those authorized
              transactions agreed upon by the parties;

          (f) to honor all reasonable written requests made by the Bank to
              protect at the Bank's expense the rights of the Bank in
              Proprietary Information at common law, under federal
              copyright law and under other federal or state law.

          Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this Article 5.  The obligations of this Article
shall survive any earlier termination of this Agreement.

          5.02     If the Fund notifies the Bank that any of the Data Access
Services do not operate in material compliance with the most recently issued
user documentation for such services, the Bank shall use its best efforts to
promptly correct such failure.  Organizations from which the Bank may obtain
certain data included in the Data Access Services are solely responsible for the
contents of such data and the Fund agrees to make no claim against the Bank
arising out of the contents of such third-party data, including, but not limited
to, the accuracy thereof.  DATA ACCESS SERVICES AND


                                         -9-

<PAGE>

ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH
ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS.  THE BANK EXPRESSLY DISCLAIMS ALL
WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

          5.03     If the transactions available to the Fund include the
ability to originate electronic instructions to the Bank in order to (i) effect
the transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information (such transactions are known as "Customer
Originated Electronic Financial Instructions" or "COEFI"), then in such event
the Bank shall be entitled to rely on the validity and authenticity of such
instruction without undertaking any further inquiry as long as such instruction
is undertaken in conformity with security procedures established by the Bank
from time to time.

Article 6 INDEMNIFICATION

          6.01     The Bank shall not be responsible for, and the Fund shall on
behalf of the applicable Portfolio indemnify and hold the Bank harmless from and
against, any and all losses, damages, costs, charges, reasonable counsel fees,
payments, expenses and liability arising out of or attributable to any claim,
demand, action or suit in connection with:

          (a) All actions of the Bank or its agent or subcontractors
required to be taken pursuant to this Agreement, provided that such actions are
taken in good faith and without negligence or willful misconduct.


                                         -10-

<PAGE>

          (b) The Fund's lack of good faith, negligence or willful
misconduct which arise out of the breach of any representation or warranty of
the Fund hereunder.

          (c) The reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or services which (i) are
received by the Bank or its agents or subcontractors, and (ii) have been
prepared, maintained or performed by the Fund or any other person or firm on
behalf of the Fund.

          (d) The reliance on, or the carrying out by the Bank or its
agents or subcontractors of any instructions or requests of the Fund on behalf
of the applicable Portfolio.

          (e) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such state or in
violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state unless any such violation results from failure of the system provided by
the Bank to Section 1.02 (b) to operate properly.

          6.02     The Bank shall indemnify and hold the Fund harmless from and
against any and all losses, damages, costs, charges, reasonable counsel fees,
payments, expenses and liability arising out of or attributable to any action or
failure or omission to act by the Bank as a result of the Bank's lack of good
faith, negligence or willful misconduct.


                                         -11-

<PAGE>

          6.03     At any time the Bank may apply to any officer of the Fund
for instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by the Bank under this
Agreement, and the Bank and its agents or subcontractors shall not be liable and
shall be indemnified by the Fund on behalf of the applicable Portfolio for any
action taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel.  The Bank, its agents and subcontractors shall be
protected and indemnified in acting upon any paper or document furnished by or
on behalf of the Fund, reasonably believed to be genuine and to have been signed
by the proper person or persons, or upon any instruction, information, data,
records or documents provided the Bank or its agents or subcontractors by
machine readable input, telex, CRT data entry or other similar means authorized
by the Fund, and shall not be held to have notice of any change of authority of
any person, until receipt of written notice thereof from the Fund.  The Bank,
its agents and subcontractors shall also be protected and indemnified in
recognizing stock certificates which are reasonably believed to bear the proper
manual or facsimile signatures of the officers of the Fund, and the proper
countersignature of any former transfer agent or former registrar, or of a co-
transfer agent or co-registrar.

          6.04     In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage

                                         -12-

<PAGE>


reasonably beyond its control, or other causes reasonably beyond its control,
such party shall not be liable for damages to the other for any damages
resulting from such failure to perform or otherwise from such causes, provided
that the Bank shall use its best efforts to minimize the likelihood of all
damage, loss of data, delays and errors resulting from uncontrollable events,
and if such damage, loss of data, delays or errors occur, the Bank shall use its
best efforts to mitigate the effects of such occurrence.

          6.05     Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.

          6.06     In order that the indemnification provisions contained in
this Article 6 shall apply, upon the assertion of a claim for which either party
may be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim.  The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim.  The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.


                                         -13-

<PAGE>

Article 7 STANDARD OF CARE

          7.01     The Bank shall at all times act in good faith and agrees to
use its best efforts within reasonable limits to insure the accuracy of all
services performed under this Agreement, but assumes no responsibility and shall
not be liable for loss or damage due to errors unless said errors are caused by
its negligence, bad faith, or willful misconduct or that of its employees.

Article 8 COVENANTS OF THE FUND AND THE BANK

          8.01     The Fund shall on behalf of each of the Portfolios promptly
furnish to the Bank the following:

          (a) A certified copy of the resolution of the Trustees of the
Fund authorizing the appointment of the Bank and the execution and delivery of
this Agreement.

          (b) A copy of the Declaration of Trust and By-Laws of the Fund
and all amendments thereto.

          8.02     The Bank hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.  The forms and documents used for the Fund or its
Shareholders shall be acceptable to the Fund.

          8.03     The Bank shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable and as may
be reasonably acceptable to the Fund.  To the


                                         -14-

<PAGE>

extent required by Section 31 of the Investment Company Act of 1940, as amended,
and the Rules thereunder, the Bank agrees that all such records prepared or
maintained by the Bank relating to the services to be performed by the Bank
hereunder are the property of the Fund and will be preserved, maintained and
made available in accordance with such Section and Rules, and will be
surrendered promptly to the Fund on and in accordance with its request.

          8.04     The Bank and the Fund agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed to
any other person, except as may be required by law.  Notice shall be given to
the other party a reasonable time in advance of any such disclosure.  In
addition, in the case of any request or demand for the inspection of the
Shareholder records of the Fund, the Bank will notify the Fund promptly of
receipt of such request or demand and request instructions from an authorized
officer of the Fund as to such inspection.  The Fund will, within two business
days, furnish instructions to the Bank.  Pending receipt of such instructions,
the Bank will not disclose such Shareholder records and upon receipt the Bank
will abide by such instructions.  Notwithstanding any other provision of this
Agreement, in the event that (i) the Fund instructs the Bank not to disclose
such Shareholder records and the Bank has furnished the Fund with an opinion of
counsel that the Bank may be held liable for the failure to disclose such


                                         -15-

<PAGE>

Shareholder records, the Fund will indemnify the Bank for any such liability, or
(ii) the Bank discloses such Shareholder records without proper instructions
from the Fund, the Bank shall indemnify and hold the Fund harmless from and
against any and all losses, damages, costs, charges, reasonable counsel fees,
payments, expenses and liability arising out of or attributable to such
disclosure.  The provision of Section 6.06 shall govern such indemnification.

Article 9 TERMINATION OF AGREEMENT

          9.01     This Agreement may be terminated by either party upon one
hundred twenty (120) days written notice to the other.

          9.02     Should the Fund exercise its right to terminate, all out-of-
pocket expenses associated with the movement of records and material will be
borne by the Fund on behalf of the applicable Portfolio(s).  Additionally, the
Bank reserves the right to charge for any other reasonable expenses associated
with such termination.

Article 10 ADDITIONAL FUNDS

          10.01 In the event that the Fund establishes one or more series of
Shares in addition to 




     with respect to which it desires to have the Bank render services as
transfer agent under the terms hereof, it shall so


                                         -16-

<PAGE>

notify the Bank in writing, and if the Bank agrees in writing to provide such
services, such series of Shares shall become a Portfolio hereunder.

Article 11 ASSIGNMENT

          11.01 Except as provided in Section 11.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.

          11.02 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.

          11.03 The Bank may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston Financial Data Services,
Inc., a Massachusetts corporation ("BFDS") which is duly registered as a
transfer agent pursuant to Section 17A(c)(1) of the Securities Exchange Act of
1934, as amended ("Section 17A(c)(1)"), (ii) a BFDS subsidiary duly registered
as a transfer agent pursuant to Section 17A(c)(1) or (iii) a BFDS affiliate;
provided, however, that the Bank shall be as fully responsible to the Fund for
the acts and omissions of any subcontractor as it is for its own acts and
omissions.

Article 12 AMENDMENT

          12.01 This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a resolution of
the Trustees of the Fund.


                                         -17-

<PAGE>

Article 13 MASSACHUSETTS LAW TO APPLY

          13.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.

Article 14 MERGER OF AGREEMENT

          14.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.

Article 15 LIMITATIONS OF LIABILITY OF THE TRUSTEES AND THE
           SHAREHOLDERS

          15.01 A copy of 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 Fund. Article 16 COUNTERPARTS

          16.01 This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.


                                         -18-

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.

               



               
               
               

                                       STATE STREET BANK AND TRUST COMPANY



                                       BY:


                                         -19-

<PAGE>

                          STATE STREET BANK & TRUST COMPANY
                            FUND SERVICE RESPONSIBILITIES*

                                                              RESPONSIBILITY
SERVICE PERFORMED                                             BANK      FUND
- - -----------------                                           ----      ----
1.  Receives orders for the purchase of Shares.                           X

2.  Issue Shares and hold Shares in Shareholders accounts.      X

3.  Receive redemption requests.                                          X

4.  Effect transactions 1-3 above directly with broker-dealers.    N/A

5.  Pay over monies to redeeming Shareholders.                  X

6.  Effect transfers of Shares.                                           X

7.  Prepare and transmit dividends and distributions.           X

8.  Issue Replacement Certificates.                                N/A

9.  Reporting of abandoned property.                            X

10. Maintain records of account.                                X

11. Maintain and keep a current and accurate control book
    for each issue of securities.                               X

12. Mail proxies.                                                         X

13. Mail Shareholder reports.                                             X

14. Mail prospectuses to current Shareholders.                            X

15. Withhold taxes on U.S. resident and non-resident alien
    accounts.                                                   X

16. Prepare and file U.S. Treasury Department forms.            X

17. Prepare and mail account and confirmation statements for
    Shareholders.                                               X


                                         -20-

<PAGE>


                                                                  RESPONSIBILITY
SERVICE PERFORMED                                                 BANK      FUND
- - -----------------                                               ----      ----

18. Provide Shareholder account information.                                 X

19. Blue sky reporting.                                                      X

*   Such services are more fully described in Article 1.02 (a), (b) and (c) of
    the Agreement.

                                        



                                        
                                        
                                        

                                        STATE STREET BANK AND TRUST COMPANY



                                        BY:


                                         -21-

<PAGE>

[insert fee schedule]

                                                     Exhibit 9(d)            


                                   JPM SERIES TRUST
                            SHAREHOLDER SERVICING AGREEMENT


         THIS  AGREEMENT  made as of the 10th day of October,  1996  between JPM
SERIES TRUST, an  unincorporated  business trust organized under the laws of the
Commonwealth of Massachusetts  (the "Trust"),  and MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, a New York trust company ("Morgan").

                              W I T N E S S E T H:

         WHEREAS,  the Trust is a  diversified  open-end  management  investment
company  registered  under the  Investment  Company Act of 1940, as amended (the
"1940 Act"); and

         WHEREAS,  transactions in shares of the Trust ("Shares") may be made by
investors who are using the services of a financial  institution which is acting
as shareholder servicing agent pursuant to an agreement with the Trust; and

         WHEREAS,  Morgan wishes to act as the  shareholder  servicing agent for
its  customers  and for other  investors  in the Trust who are  customers  of an
Eligible  Institution as contemplated by the currently  effective  prospectus of
the  respective  Series of the Trust (the  "Customers")  in  performing  certain
administrative  functions in connection with purchases and redemptions of Shares
from time to time upon the order and for the account of Customers and to provide
related services to Customers in connection with their investments in the Trust;
and

         WHEREAS,  it is in the  interest  of the Trust to make the  shareholder
services of Morgan available to Customers who are or may become  shareholders of
the Trust; and

         NOW, THEREFORE, the Trust and Morgan hereby agree as follows:

         1.  Appointment.  Morgan hereby agrees to perform  certain  shareholder
services  as agent for  Customers  with  respect to each Fund (as defined in the
next  sentence) as  hereinafter  set forth.  As used herein,  a "Fund" means the
assets and liabilities of the Trust  attributable to any series of Shares as may
be created from time to time by the Trustees of the Trust and to which the Trust
and Morgan agree this Agreement shall apply.

                                         1

<PAGE>



         2.  Services to be Performed.
         2.1.  Shareholder  Services.  Morgan shall be  responsible  for
performing  shareholder  account administrative and servicing functions,
which shall include without limitation:

         (a) answering Customer inquiries  regarding account status and history,
the manner in which purchases and redemptions of the Shares may be effected, and
certain  other  matters  pertaining  to the Trust;  (b)  assisting  Customers in
designating and changing dividend options,  account  designations and addresses;
(c) providing necessary personnel and facilities to coordinate the establishment
and  maintenance of shareholder  accounts and records with the Trust's  transfer
agent; (d) receiving Customers' purchase and redemption orders on behalf of, and
transmitting  such orders to the Trust's  transfer agent;  (e) arranging for the
wiring or other  transfer of funds to and from  Customer  accounts in connection
with Customer  orders to purchase or redeem Shares;  (f) verifying  purchase and
redemption orders, transfers among and changes in Customer-designated  accounts;
(g) informing the  distributor  of the Trust of the gross amount of purchase and
redemption  orders for Shares;  (h)  monitoring  the  activities  of the Trust's
transfer agent related to Customers' accounts, and to statements,  confirmations
or other reports  furnished to Customers by the Trust's  transfer agent; and (i)
providing such other related  services as the Trust or a Customer may reasonably
request,  to the extent  permitted by applicable  law.  Morgan shall provide all
personnel  and  facilities  necessary  in order for it to perform the  functions
contemplated by this paragraph with respect to Customers.

         2.2  Standard  of  Services.  All  services  to be  rendered  by Morgan
hereunder  shall be performed in a  professional,  competent  and timely  manner
subject to the  supervision  of the  Trustees  of the Trust.  The details of the
operating  standards and procedures to be followed by Morgan in the  performance
of the  services  described  above  shall  be  determined  from  time to time by
agreement between Morgan and the Trust.

         3. Fees. As full  compensation for the services  described in Section 2
hereof and expenses  incurred by Morgan,  the Trust shall pay Morgan a fee at an
annual rate of the daily net asset values of each Fund's  shares owned by or for
Customers  and  attributable  to the Trust as set forth on  Schedule  A attached
hereto.  This fee will be  computed  daily and will be  payable as agreed by the
Trust and Morgan, but no more frequently than monthly.

         4. Information  Pertaining to the Shares; Etc. Morgan and its officers,
employees and agents are not authorized to make any  representations  concerning
the Trust or the Shares except to  communicate to Customers  accurately  factual
information  contained in the Fund's  Prospectus  and  Statement  of  Additional
Information and objective historical performance  information.  Morgan shall act
as agent for Customers only in furnishing information regarding the Trust or the
Shares and shall have no authority to act as agent for the Trust in its capacity
as shareholder servicing agent hereunder.

         During the term of this  Agreement,  the Trust agrees to furnish Morgan
all  prospectuses,  statements  of  additional  information,  proxy  statements,
reports to  shareholders,  sales  literature,  or other  material the Trust will
distribute to shareholders of each Fund or the public, which refer in any way to
Morgan,  and  Morgan  agrees to  furnish  the Trust all  material  prepared  for
Customers,  in each case prior to use thereof,

                                        2
<PAGE>
and not to use such  material if the other party 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 Morgan copies of any of the
above-mentioned  materials which refer in any way to Morgan. The Trust shall
furnish or otherwise make available to Morgan such other information relating to
the business affairs of the Trust as Morgan at any time, or from time to time,
reasonably requests in order to discharge its obligations hereunder.

         Nothing in this  Section 4 shall be  construed to make the Trust liable
for the use of any information about the Trust which is disseminated by Morgan.

         5. Use of Morgan's  Name. The Trust shall not use the name of Morgan in
any prospectus,  sales  literature or other material  relating to the Trust in a
manner not approved by Morgan prior thereto in writing; provided,  however, that
the  approval  of Morgan  shall not be  required  for any use of its name  which
merely refers in accurate and factual terms to its  appointment  hereunder or as
investment  advisor  to the Trust or which is  required  by the  Securities  and
Exchange  Commission or any state securities  authority or any other appropriate
regulatory,  governmental or judicial authority;  provided,  further, that in no
event shall such approval be unreasonably withheld or delayed.

         6. Use of the Fund's  Name.  Morgan shall not use the name of the Trust
on any checks, bank drafts, bank statements or forms for other than internal use
in a manner  not  approved  by the Trust  prior  thereto in  writing;  provided,
however, that the approval of the Trust shall not be required for the use of the
Trust's name in  connection  with  communications  permitted by Sections 2 and 4
hereof or for any use of the Trust's  name which  merely  refers in accurate and
factual terms to Morgan's role  hereunder or as investment  advisor to the Trust
or which is required by the  Securities  and  Exchange  Commission  or any state
securities  authority  or any  other  appropriate  regulatory,  governmental  or
judicial authority;  provided,  further, that in no event shall such approval be
unreasonably withheld or delayed.

         7. Security. Morgan represents and warrants that the various procedures
and systems which it has implemented  with regard to  safeguarding  from loss or
damage  attributable  to fire,  theft or any other  cause any Trust  records and
other data and Morgan's records, data, equipment,  facilities and other property
used in the  performance of its  obligations  hereunder are adequate and that it
will make such changes therein from time to time as in its judgment are required
for the secure  performance  of its  obligations  hereunder.  The parties  shall
review such systems and procedures on a periodic basis, and the Trust shall from
time to time  specify  the types of  records  and other  data of the Trust to be
safeguarded in accordance with this Section 7.

         8. Compliance with Laws; etc. Morgan assumes no responsibilities  under
this Agreement  other than to render the services  called for hereunder,  on the
terms and conditions  provided  herein.  Morgan shall comply with all applicable
federal and state

                                       3
<PAGE>
laws and  regulations.  Morgan  represents and warrants to the
Trust that the performance of all its obligations hereunder will comply with all
applicable  laws and  regulations,  the provisions of its charter  documents and
by-laws and all material  contractual  obligations  binding upon Morgan.  Morgan
furthermore  undertakes  that it will promptly inform the Trust of any change in
applicable laws or regulations (or interpretations  thereof) which would prevent
or impair full performance of any of its obligations hereunder.

         9. Force Majeure.  Morgan shall not be liable or responsible for delays
or errors by reason of  circumstances  beyond its  control,  including,  but not
limited to, acts of civil or military  authority,  national  emergencies,  labor
difficulties,  fire,  mechanical breakdown,  flood or catastrophe,  Acts of God,
insurrection, war, riots or failure of communication or power supply.

         10.  Indemnification.
         10.1.  Indemnification  of Morgan.  The Trust will  indemnify  and hold
Morgan  harmless,  from all losses,  claims,  damages,  liabilities  or expenses
(including reasonable fees and disbursements of counsel) from any claim, demand,
action  or  suit  (collectively,   "Claims")  (a)  arising  in  connection  with
misstatements  or omissions in each Fund's  Prospectus,  actions or inactions by
the Trust or any of its agents or  contractors  or the  performance  of Morgan's
obligations  hereunder and (b) not resulting from the willful  misfeasance,  bad
faith, or gross negligence of Morgan, its officers,  employees or agents, in the
performance  of  Morgan's  duties or from  reckless  disregard  by  Morgan,  its
officers,  employees  or agents of Morgan's  obligations  and duties  under this
Agreement.  Notwithstanding  anything  herein to the  contrary,  the Trust  will
indemnify  and hold Morgan  harmless from any and all losses,  claims,  damages,
liabilities  or  expenses  (including  reasonable  counsel  fees  and  expenses)
resulting from any Claim as a result of Morgan's  acting in accordance  with any
written instructions  reasonably believed by Morgan to have been executed by any
person duly  authorized by the Trust,  or as a result of acting in reliance upon
any instrument or stock certificate  reasonably  believed by Morgan to have been
genuine and signed, countersigned or executed by a person duly authorized by the
Trust, excepting only the gross negligence or bad faith of Morgan.

         In any case in which the Trust may be asked to indemnify or hold Morgan
harmless,  the Trust  shall be advised of all  pertinent  facts  concerning  the
situation  in question  and Morgan  shall use  reasonable  care to identify  and
notify the Trust  promptly  concerning  any situation  which presents or appears
likely to present a claim for indemnification against the Trust. The Trust shall
have the option to defend  Morgan  against any Claim which may be the subject of
indemnification  under this Section  10.1. In the event that the Trust elects to
defend  against such Claim,  the defense shall be conducted by counsel chosen by
the Trust and reasonably  satisfactory to Morgan.  Morgan may retain  additional
counsel at its  expense.  Except  with the prior  written  consent of the Trust,
Morgan shall not confess any Claim or make any  compromise  in any case in which
the Trust will be asked to indemnify Morgan.

                                        4
<PAGE>
         10.2.  Indemnification of the Trust. Without limiting the rights of the
Trust under  applicable  law,  Morgan will indemnify and hold the Trust harmless
from all losses, claims, damages,  liabilities or expenses (including reasonable
fees and disbursements of counsel) from any Claim (a) resulting from the willful
misfeasance,  bad faith or gross negligence of Morgan, its officers,  employees,
or agents,  in the performance of Morgan's duties or from reckless  disregard by
Morgan,  its officers,  employees or agents of Morgan's  obligations  and duties
under this Agreement,  and (b) not resulting from Morgan's actions in accordance
with written instructions reasonably believed by Morgan to have been executed by
any person duly  authorized by the Trust,  or in reliance upon any instrument or
stock certificate reasonably believed by Morgan to have been genuine and signed,
countersigned or executed by a person authorized by the Trust.

         In any case in which Morgan may be asked to indemnify or hold the Trust
harmless,  Morgan  shall  be  advised  of all  pertinent  facts  concerning  the
situation  in question and the Trust shall use  reasonable  care to identify and
notify Morgan promptly concerning any situation which presents or appears likely
to present a claim for  indemnification  against  Morgan.  Morgan shall have the
option to defend  the  Trust  against  any  Claim  which may be the  subject  of
indemnification  under this  Section  10.2.  In the event that Morgan  elects to
defend  against such Claim,  the defense shall be conducted by counsel chosen by
Morgan and reasonably satisfactory to the Trust. The Trust may retain additional
counsel at its expense.  Except with the prior  written  consent of Morgan,  the
Trust shall not confess  any Claim or make any  compromise  in any case in which
Morgan will be asked to indemnify the Trust.

         10.3.  Survival  of  Indemnities.  The  indemnities  granted by the
parties  in this  Section 10 shall survive the termination of this Agreement.

         11.  Insurance.  Morgan  shall  maintain  reasonable  insurance
coverage  against  any  and  all liabilities which may arise in connection with
the performance of its duties hereunder.

         12.  Further  Assurances.  Each party agrees to perform  such  further
acts and execute  further documents as are necessary to effectuate the purposes
hereof.

         13.  Termination.  This Agreement shall continue in effect for a period
of one  year  and may  thereafter  be  renewed  by the  Trustees  of the  Trust;
provided,  however,  that this  Agreement  may be terminated by the Trust at any
time without the payment of any penalty, by the Trustees of the Trust or by vote
of a majority of the outstanding  voting securities (as defined in the 1940 Act)
of the Trust,  upon not less than six (6) months' written notice to Morgan or by
Morgan at any time, without the payment of any penalty,  on not less than ninety
(90)  days'  written  notice  to  the  Trust.  This  Agreement  shall  terminate
automatically in the event of its assignment (as defined in the 1940 Act).

                                         5
<PAGE>
         14.   Subcontracting   by  Morgan.   Morgan  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 Morgan;
provided however, unless the Trust otherwise expressly agrees in writing, Morgan
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.

         15.  Nothing in this  Agreement  shall limit or  restrict  the right of
Morgan to engage in any other business or to render  services of any kind to any
other corporation, firm, individual or association.

         16.  Changes; Amendments.  This Agreement may be amended only by mutual
written consent.

         17.  Notices.  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 Morgan at Morgan Guaranty Trust Company
of New York,  522 Fifth  Avenue,  New York,  New York  10036,  Attention:  Funds
Management, or (2) to the Trust at JPM Series Trust c/o Funds Distributor, Inc.,
60 State Street, Suite 1300, Boston, Massachusetts 02109, Attention:  Treasurer,
or at such other  address as either  party may  designate by notice to the other
party.

         18.  Governing  Law. This  Agreement  shall be governed by and
construed in accordance  with the laws of the State of New York.

         IN WITNESS  WHEREOF,  the parties hereto have caused this instrument to
be  executed  by their  officers  designated  below as of the day and year first
written.

                                JPM SERIES TRUST



                                By ________________________
                                Name:
                                Title:

                                MORGAN GUARANTY TRUST COMPANY
                                       OF NEW YORK


                                By ___________________________
                                   Name:
                                   Title:

                                6
<PAGE>








                                   Schedule A

                           Shareholder Servicing Fees




California Bond Fund - JPM Institutional Shares

0.05% the average daily net asset value of JPM Institutional Shares owned by or
for Customers


California Bond Fund - Pierpont Shares

_.__% of the average daily net asset value of Pierpont Shares owned by or for
Customers


Tax Aware Equity Fund - Pierpont Shares
Tax Aware Disciplined Equity Fund - Pierpont Shares

0.25% of the average daily net asset value of Pierpont Shares owned by or for
Customers



PFSSA2



Approved:         _______ __, 1996
                  Effective _______ __, 1996




                                                    Exhibit 11

CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  use  in the  Statement  of  Additional  Information
constituting  part of this  Pre-Effective  Amendment  No. 1 to the  registration
statement  on Form N-1A (the  "Registration  Statement")  of our  reports  dated
November 4, 1996, relating to the financial statements of Tax Aware Equity Fund,
Tax Aware  Disciplined  Equity Fund and California Bond Fund  (constituting  JPM
Series Trust), which appear in such Statement of Additional Information,  and to
the  incorporation  by  reference  of our reports  into the  Prospectuses  which
constitute  part  of  this  Registration  Statement.  We  also  consent  to  the
references  to us under the headings  "Financial  Statements"  and  "Independent
Accountants" in such Statement of Additional Information.



/s/ Price  Waterhouse  LLP
PRICE  WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036
November 4, 1996



                               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 Pierpont Shares)                2,500             $25,000
Tax Aware Disciplined Equity Fund
(JPM Pierpont 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.
Attest:

                         By:
                              Joseph F. Tower, Senior Vice
                              President & Treasurer

                         Date:
Accepted By:
                              JPM Series Trust
Attest:

                         By:
                              Richard W. Ingram
                              President and Treasurer
                         Date:
JPM515B

JPM260A                                          Exhibit 16


                                JPM SERIES TRUST
               SCHEDULE FOR COMPUTATION OF PERFORMANCE QUOTATIONS


                              CALIFORNIA BOND FUND

                                  30-Day Yield

         Quotations  of yield  will be  computed  separately  for each  class of
shares outstanding and will be based on income earned during a particular 30-day
period,  less the class  specific total expenses  directly  attributable  to the
class accrued during the period ("net  investment  income") and will be computed
by dividing net  investment  income by the average daily number of shares of the
class eligible to receive such income  multiplied by the maximum  offering price
per share of the class on the last day of the period, according to the following
formula:

30-DAY YIELD = 2[(a-b + 1)6[superscript]-1]
                  ---
                  cd
(where a = dividends and interest earned during the period, b = expenses accrued
for the period attributable to the share class (net of any reimbursements),  c =
the average  daily number of shares of the class  outstanding  during the period
that were entitled to receive  dividends and d = the maximum  offering price per
share of the class on the last day of the period).

                                    ALL FUNDS

                               Annual Total Return

         Quotations of average  annual total return will be computed  separately
for each of the Fund's  classes of shares and will be  expressed in terms of the
average annual  compounded  rate of return of a hypothetical  investment in such
shares  over  periods  of 1, 5 and 10  years  (up to  the  life  of the  class),
calculated pursuant to the following formula:

P (1 + T)n [superscript] + ERV

(where P = a  hypothetical  initial  payment of $1,000,  T = the average  annual
total return, n = the number of years and ERV = the ending redeemable value of a
hypothetical  $1,000  payment made at the  beginning  of the period).  All total
return  figures will reflect the  deduction of class  specific  expenses (net of
certain  expenses  reimbursed)  on an  annual  basis  and will  assume  that all
dividends and distributions are reinvested when paid.

                             Aggregate Total Return

         The aggregate total return, reflecting the cumulative percentage change
over a measuring period, is calculated  separately for each class of shares of a
Fund outstanding and according to the following formula:

P (1 + T) = ERV

(where P = a hypothetical initial payment of $1,000 and T = total return).

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION EXTRACTED FROM THE AUDITED
STATEMENT  OF ASSETS  AND  LIABILITIES  DATED  NOVEMBER  4, 1996 FOR JPM  SERIES
TRUST'S TAX AWARE  EQUITY FUND AND IS  QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL  STATEMENT.  </LEGEND> 
<CIK>  0001016937 
<NAME> JPM SERIES TRUST
<SERIES>
   <NUMBER> 001
   <NAME> JPM PIERPONT SHARES OF TAX AWARE EQUITY FUND
<MULTIPLIER> 1,000
       
<S>                              <C>
<PERIOD-TYPE>                    OTHER
<FISCAL-YEAR-END>                          OCT-31-1997
<PERIOD-START>                             NOV-04-1996
<PERIOD-END>                               NOV-04-1996
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                               0
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                      73
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                      73
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                 48
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                            25
<SHARES-COMMON-STOCK>                                2
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                        25
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                              0
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                                0
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              2
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               2
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.00
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION EXTRACTED FROM THE AUDITED
STATEMENT  OF ASSETS  AND  LIABILITIES  DATED  NOVEMBER  4, 1996 FOR JPM  SERIES
TRUST'S TAX AWARE  DISCIPLINED  EQUITY FUND AND IS  QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL  STATEMENT.  </LEGEND>
<CIK>  0001016937 
<NAME> JPM SERIES TRUST
<SERIES>
   <NUMBER> 002
   <NAME> JPM PIERPONT SHARES OF TAX AWARE DISCIPLINED EQUITY FUND
<MULTIPLIER> 1,000
       
<S>                              <C>
<PERIOD-TYPE>                    OTHER
<FISCAL-YEAR-END>                          OCT-31-1997
<PERIOD-START>                             NOV-04-1996
<PERIOD-END>                               NOV-04-1996
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                               0
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                      98
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                      98
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                 48
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                            50
<SHARES-COMMON-STOCK>                                5
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                        50
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                              0
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                                0
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              5
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               5
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.00
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
STATEMENT OF ASSETS AND LIABILITIES DATED NOVEMBER 4, 1996 FOR JPM SERIES 
TRUST'S  CALIFORNIA  BOND FUND AND IS  QUALIFIED  IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANICAL STATEMENT.
</LEGEND>
<CIK> 0001016937
<NAME> JPM SERIES TRUST
<SERIES>
   <NUMBER> 003
   <NAME> JPM INSTITUTIONAL SHARES OF CALIFORNIA BOND FUND
<MULTIPLIER> 1,000
       
<S>                              <C>
<PERIOD-TYPE>                    OTHER
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-START>                             NOV-04-1996
<PERIOD-END>                               NOV-04-1996
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                               0
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                      73
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                      73
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                 48
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                            25
<SHARES-COMMON-STOCK>                                2
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                        25
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                              0
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                                0
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              2
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               2
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.00
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


                                                 Exhibit 19


                                POWER OF ATTORNEY


         The undersigned hereby constitutes and appoints Matthew Healey, Richard
W. Ingram, Marie E. Connolly, Joseph F. Tower III, John E. Pelletier, Elizabeth
A. Bachman, Karen Jacoppo-Wood, Mary A. Nelson, Douglas C. Conroy, Christopher
J. Kelley, Jacqueline Henning and Lenore J. McCabe, and each of them, with full
powers of substitution as his true and lawful attorneys and agents to execute in
his name and on his behalf in any and all capacities the Registration Statements
on Form N-1A, and any and all amendments thereto, filed by The Pierpont Funds,
The JPM Institutional Funds, The JPM Advisor Funds or JPM Series Trust (each a
"Trust"), or the Registration Statement(s), and any and all amendments thereto,
filed by any other investor in any registered investment company in which any of
the Trusts invest, with the Securities and Exchange Commission under the
Investment Company Act of 1940, as amended, and the Securities Act of 1933, as
amended, and any and all instruments which such attorneys and agents, or any of
them, deem necessary or advisable to enable each Trust to comply with such Acts,
the rules, regulations and requirements of the Securities and Exchange
Commission, and the securities or Blue Sky laws of any state or other
jurisdiction, and the undersigned hereby ratifies and confirms as his own act
and deed any and all acts that such attorneys and agents, or any of them, shall
do or cause to be done by virtue hereof.  Any one of such attorneys and agents
have, and may exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 10th
day of October, 1996, in Hamilton, Bermuda.



/s/ Frederick S. Addy
Frederick S. Addy



<PAGE>





                                POWER OF ATTORNEY


         The undersigned hereby constitutes and appoints Matthew Healey, Richard
W. Ingram, Marie E. Connolly, Joseph F. Tower III, John E. Pelletier, Elizabeth
A. Bachman, Karen Jacoppo-Wood, Mary A. Nelson, Douglas C. Conroy, Christopher
J. Kelley, Jacqueline Henning and Lenore J. McCabe, and each of them, with full
powers of substitution as his true and lawful attorneys and agents to execute in
his name and on his behalf in any and all capacities the Registration Statements
on Form N-1A, and any and all amendments thereto, filed by The Pierpont Funds,
The JPM Institutional Funds, The JPM Advisor Funds or JPM Series Trust (each a
"Trust"), or the Registration Statement(s), and any and all amendments thereto,
filed by any other investor in any registered investment company in which any of
the Trusts invest, with the Securities and Exchange Commission under the
Investment Company Act of 1940, as amended, and the Securities Act of 1933, as
amended, and any and all instruments which such attorneys and agents, or any of
them, deem necessary or advisable to enable each Trust to comply with such Acts,
the rules, regulations and requirements of the Securities and Exchange
Commission, and the securities or Blue Sky laws of any state or other
jurisdiction, and the undersigned hereby ratifies and confirms as his own act
and deed any and all acts that such attorneys and agents, or any of them, shall
do or cause to be done by virtue hereof.  Any one of such attorneys and agents
have, and may exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 10th
day of October, 1996, in Hamilton, Bermuda.



/s/ William G. Burns
William G. Burns



<PAGE>




                                POWER OF ATTORNEY


         The undersigned hereby constitutes and appoints Matthew Healey, Richard
W. Ingram, Marie E. Connolly, Joseph F. Tower III, John E. Pelletier, Elizabeth
A. Bachman, Karen Jacoppo-Wood, Mary A. Nelson, Douglas C. Conroy, Christopher
J. Kelley, Jacqueline Henning and Lenore J. McCabe, and each of them, with full
powers of substitution as his true and lawful attorneys and agents to execute in
his name and on his behalf in any and all capacities the Registration Statements
on Form N-1A, and any and all amendments thereto, filed by The Pierpont Funds,
The JPM Institutional Funds, The JPM Advisor Funds or JPM Series Trust (each a
"Trust"), or the Registration Statement(s), and any and all amendments thereto,
filed by any other investor in any registered investment company in which any of
the Trusts invest, with the Securities and Exchange Commission under the
Investment Company Act of 1940, as amended, and the Securities Act of 1933, as
amended, and any and all instruments which such attorneys and agents, or any of
them, deem necessary or advisable to enable each Trust to comply with such Acts,
the rules, regulations and requirements of the Securities and Exchange
Commission, and the securities or Blue Sky laws of any state or other
jurisdiction, and the undersigned hereby ratifies and confirms as his own act
and deed any and all acts that such attorneys and agents, or any of them, shall
do or cause to be done by virtue hereof.  Any one of such attorneys and agents
have, and may exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 10th
day of October, 1996, in Hamilton, Bermuda.



/s/ Arthur S. Eschenlauer
Arthur C. Eschenlauer



<PAGE>





                                POWER OF ATTORNEY


         The undersigned hereby constitutes and appoints Richard W. Ingram,
Marie E. Connolly, Joseph F. Tower III, John E. Pelletier, Elizabeth A. Bachman,
Karen Jacoppo-Wood, Mary A. Nelson, Douglas C. Conroy, Christopher J. Kelley,
Jacqueline Henning and Lenore J. McCabe, and each of them, with full powers of
substitution as his true and lawful attorneys and agents to execute in his name
and on his behalf in any and all capacities the Registration Statements on Form
N-1A, and any and all amendments thereto, filed by The Pierpont Funds, The JPM
Institutional Funds, The JPM Advisor Funds or JPM Series Trust (each a "Trust"),
or the Registration Statement(s), and any and all amendments thereto, filed by
any other investor in any registered investment company in which any of the
Trusts invest, with the Securities and Exchange Commission under the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended, and
any and all instruments which such attorneys and agents, or any of them, deem
necessary or advisable to enable each Trust to comply with such Acts, the rules,
regulations and requirements of the Securities and Exchange Commission, and the
securities or Blue Sky laws of any state or other jurisdiction, and the
undersigned hereby ratifies and confirms as his own act and deed any and all
acts that such attorneys and agents, or any of them, shall do or cause to be
done by virtue hereof.  Any one of such attorneys and agents have, and may
exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 10th
day of October, 1996, in Hamilton, Bermuda.



/s/ Matthew Healey
Matthew Healey



<PAGE>





                                POWER OF ATTORNEY


         The undersigned hereby constitutes and appoints Matthew Healey, Richard
W. Ingram, Marie E. Connolly, Joseph F. Tower III, John E. Pelletier, Elizabeth 
A. Bachman, Karen Jacoppo-Wood, Mary A. Nelson, Douglas C. Conroy, Christopher
J. Kelley, Jacqueline Henning and Lenore J. McCabe, and each of them, with full
powers of substitution as his true and lawful attorneys and agents to execute in
his name and on his behalf in any and all capacities the Registration Statements
on Form N-1A, and any and all amendments thereto, filed by The Pierpont Funds,
The JPM Institutional Funds, The JPM Advisor Funds or JPM Series Trust (each a
"Trust"), or the Registration Statement(s), and any and all amendments thereto,
filed by any other investor in any registered investment company in which any of
the Trusts invest, with the Securities and Exchange Commission under the
Investment Company Act of 1940, as amended, and the Securities Act of 1933, as
amended, and any and all instruments which such attorneys and agents, or any of
them, deem necessary or advisable to enable each Trust to comply with such Acts,
the rules, regulations and requirements of the Securities and Exchange
Commission, and the securities or Blue Sky laws of any state or other
jurisdiction, and the undersigned hereby ratifies and confirms as his own act
and deed any and all acts that such attorneys and agents, or any of them, shall
do or cause to be done by virtue hereof.  Any one of such attorneys and agents
have, and may exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 10th
day of October, 1996, in Hamilton, Bermuda.



/s/ Michael P. Mallardi
Michael P. Mallardi



<PAGE>





                                POWER OF ATTORNEY


         The undersigned hereby constitutes and appoints Matthew Healey, Marie
E. Connolly, Joseph F. Tower III, John E. Pelletier, Elizabeth A. Bachman, Karen
Jacoppo-Wood, Mary A. Nelson, Douglas C. Conroy, Christopher J. Kelley,
Jacqueline Henning and Lenore J. McCabe, and each of them, with full powers of
substitution as his true and lawful attorneys and agents to execute in his name
and on his behalf in any and all capacities the Registration Statements on Form
N-1A, and any and all amendments thereto, filed by The Pierpont Funds, The JPM
Institutional Funds, The JPM Advisor Funds or JPM Series Trust (each a "Trust"),
or the Registration Statement(s), and any and all amendments thereto, filed by
any other investor in any registered investment company in which any of the
Trusts invest, with the Securities and Exchange Commission under the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended, and
any and all instruments which such attorneys and agents, or any of them, deem
necessary or advisable to enable each Trust to comply with such Acts, the rules,
regulations and requirements of the Securities and Exchange Commission, and the
securities or Blue Sky laws of any state or other jurisdiction, and the
undersigned hereby ratifies and confirms as his own act and deed any and all
acts that such attorneys and agents, or any of them, shall do or cause to be
done by virtue hereof.  Any one of such attorneys and agents have, and may
exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 10th
day of October, 1996, in Hamilton, Bermuda.



/s/ Richard W. Ingram
Richard W. Ingram



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