J.P. Morgan Series Trust (the Trust)
Rule 18f-3 Plan (the Plan)
Rule 18f-3 (the Rule) under the Investment Company Act of 1940, as
amended, requires that the Board of an investment company desiring to offer
multiple classes pursuant to the Rule adopt a plan setting forth the separate
arrangements and expense allocations of each class and any related conversion
features or exchange privileges. The differences in shareholder services and
expenses among these classes of shares, and the exchange features of each class,
are set forth below in this Plan, which is subject to change, to the extent
permitted by law and by the governing documents of the Trust, by action of the
Board of the Trust.
The Board, including a majority of the non-interested Board members of the
Trust, has determined that the following Plan is in the best interests of each
class individually and the Fund and the Trust as a whole:
1. Class Designation: Fund shares shall be divided into Select Shares,
Institutional Shares, Ultra Shares and Advisor Shares, as applicable.
2. Differences in Services: J.P. Morgan Investment Management (JPMIM) or
its affiliates, under a Shareholder Servicing Agreement with the Trust, acting
directly or through an agent, will provide account administration and personal
and account maintenance services to shareholders. These services include but are
not limited to assisting in the maintenance of accurate account records;
processing orders to purchase and redeem shares of the Fund; responding to
shareholder inquiries regarding account status and history, the manner in which
purchases and redemptions of Fund shares may be effected and certain other
matters pertaining to the Fund; assisting customers in designating and changing
dividend options, account designations and addresses; providing necessary
personnel and facilities to coordinate the establishment and maintenance of
shareholder accounts and records with the Funds transfer agent; transmitting
purchase and redemption orders to the Fund's transfer agent and arranging for
the wiring or other transfer of funds to and from customer accounts in
connection with orders to purchase or redeem shares; verifying purchase and
redemption orders, transfers among and changes in accounts; informing the Funds
distributor of the gross amount of purchase orders for Fund shares; and
providing other related services. A more extensive array of personalized
shareholder services will be available to holders of Select Shares. For these
services, Morgan will be paid at an annual rate of .05%, .10% and .25% of the
average daily net assets of the Ultra Shares, Institutional Shares and the
Select Shares, respectively. Support services may also be provided by financial
institutions, financial advisers and qualified plans to customers and plan
participants who beneficially own Ultra Shares, Select Shares or Institutional
Shares. With respect to Advisor Shares, financial intermediaries that maintain
omnibus accounts and provide sub-accounting or record-keeping services to their
clients will be paid .25% for such services pursuant to a Service Plan. Morgan
will be paid .05% for sub-administration services for such shares pursuant to a
Shareholder Servicing Agreement.
3. Differences in Purchase and Sale Arrangements: Select Shares are made
available to the general public. Institutional Shares are designed for
institutional investors and are available for purchase by financial institutions
investing on behalf of their customers and by qualified plans that make the Fund
an investment option for plan participants. Ultra Shares are designed for larger
institutional investors and will generally have higher initial investments and
subsequent investment minimums than institutional Shares. The initial investment
and subsequent investment minimums applicable with respect to the Institutional
Shares will generally be higher than the initial investment and subsequent
investment minimums applicable with respect to the Select Shares. Advisor Shares
are designed for retail clients who purchase shares through financial
intermediaries. Pursuant to a Distribution Plan, these financial intermediaries
will be paid .25% of the average daily net assets of the Advisor Shares sold by
them to their clients for providing distribution services to such Shares.
4. Expense Allocation: Fund accounting fees and fees under the Shareholder
Servicing Agreement with Morgan will be allocated, to the extent practicable, on
a class-by-class basis. The fund accounting fees and shareholder servicing fees
which are attributable to a particular class will be charged directly to the net
assets of the particular class and, thus, borne on a pro rata basis by the
outstanding shares of that class. Fees under the Service Plan and Distribution
Plan relating to the Advisor Class will be borne by such Class. All other Fund
fees and expenses will be allocated in proportion to the net assets of the Fund
and will be borne on a pro rata basis by the outstanding shares of the Fund,
regardless of class.
5. Conversion Features: No class shall be subject to any automatic
conversion feature.
6. Exchange Privileges: Select Shares shall be exchangeable only for shares
of (a) the same class of other investment companies advised by J.P. Morgan
Investment Management ("JPMIM"), and (b) any J.P. Morgan Fund. Institutional
Shares shall be exchangeable only for shares of (i) the same class of other
investment companies advised by JPMIM, and (ii) any J.P. Morgan Institutional
Fund. Ultra Shares shall be exchangeable only for shares of (i) the same class
of other investment companies advised by JPMIM and (ii) any J.P. Morgan
Institutional Ultra Fund. Advisor Shares shall be exchangeable only for shares
of (i) the same class of other investment companies advised by JPMIM and (ii)
any J.P. Morgan Advisor Fund.
7. Additional Information: This Plan is qualified by and subject to the
terms of the then current prospectus for the applicable class; provided,
however, that none of the terms set forth in any such prospectus shall be
inconsistent with the terms of the classes contained in this Plan. The
prospectus for each class contains additional information about that class and
the Funds multiple class structure.
Dated: June 12, 2000
J.P. MORGAN INVESTMENT
