J.P. MORGAN SERIES TRUST
AMENDMENT NO. 6 TO DECLARATION OF TRUST
Sixth Amended and Restated Establishment and
Designation of Series and Classes of Shares of
Beneficial Interest (par value $0.001 per share)
dated April 19, 1999
Pursuant to Sections 6.9 and 9.3 of the Declaration of Trust, dated as
of August 15, 1996 (the "Declaration of Trust"), of J.P. Morgan Series Trust
(the "Trust"), the Trustees of the Trust hereby amend and restate the Fifth
Amended and Restated Establishment and Designation of Series appended to the
Declaration of Trust to add one additional series.
1. The Funds shall be named and/or designated as follows:
J.P. Morgan Tax Aware U.S. Equity Fund
J.P. Morgan Tax Aware Disciplined Equity Fund
J.P. Morgan California Bond Fund
J.P. Morgan Global 50 Fund
J.P. Morgan Market Neutral Fund
J.P. Morgan SmartIndex Fund
J.P. Morgan Large Cap Growth Fund
J.P. Morgan Tax Aware Enhanced Income 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. Each Fund shall be divided into two classes of Shares designated
"Select Shares" and "Institutional Shares."
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.
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 date first written above. 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/
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Frederick S. Addy
/s/
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William G. Burns
/s/
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Arthur C. Eschenlauer
/s/
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Matthew Healey
/s/
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Michael P. Mallardi
