The JPM Institutional Funds
60 State Street, Suite 1300
Boston, Massachusetts 02109
(617) 557-0700
August 28, 1996
Division of Investment Management
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
RE: Rule 24f-2 Notice for The JPM Institutional Funds
with respect to The JPM Institutional Diversified Fund
(Registration Statement File No. 33-54642)
Ladies and Gentlemen:
The purpose of this letter is to notify the Commission within two months of
the end of the Registrant's fiscal year of the number of Registrant's shares
sold during the last fiscal year which are to be registered pursuant to
Rule 24f-2 and to pay the appropriate registration fee.
The information required by the above-referenced rule is as
follows:
1. Name and address of Issuer: The JPM Institutional Funds
60 State Street, Suite 1300
Boston, MA 02109
2. Name of each series or class of funds for which this notice is filed:
The JPM Institutional Diversified Fund
3. Investment Company Act File Number: 811-7342
Securities Act File Number: 33-54642
4. Last day of fiscal year for which this notice is filed: June 30, 1996
5. Not applicable
6. Not applicable
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
Rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year: 0
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2: 0
9. Number and aggregate sale price of securities sold during the fiscal
year: 5,960,877; $69,867,001
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Division of Investment Management
Securities and Exchange Commission
August 28, 1996
Page 2
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to Rule 24f-2: 5,960,877;
$69,867,001
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans: 1,224,447;
$13,872,979
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on Rule 24f-2
(from Item 10): $69,867,001
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): +13,872,979
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -67,394,351
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to Rule 24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold and
issued during the fiscal year in reliance on
Rule 24f-2 (line (i), plus line (ii), less
line (iii), plus line (iv) (if applicable): 16,345,629
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation: x 1/2900
(vii) Fee due (line (i) or line (v) multiplied by
line (vi): 5,636.42
13. Date of wire transfer of filing to the Commission's lockbox depository:
August 28, 1996
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Division of Investment Management
Securities and Exchange Commission
August 28, 1996
Page 3
This report has been signed below by the following person on behalf of the
issuer and in the capacity and on the date indicated.
Very truly yours,
THE JPM INSTITUTIONAL FUNDS
By: /s/ Richard W. Ingram
Richard W. Ingram
President and Treasurer
Hale and Dorr
Counselors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 [bullet] FAX 617-526-5000
Washington, DC Boston, MA
Manchester, NH
Hale and Dorr is a Partnership Including Professional
Corporations
August 28, 1996
The JPM Institutional Funds
60 State Street, Suite 1300
Boston, MA 02109
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
The JPM Institutional Funds (the "Trust") is a Massachusetts business
trust created under a written Declaration of Trust dated, executed and
delivered in Boston, Massachusetts on November 4, 1992, as amended on January
29, 1993, June 24, 1993, December 16, 1993 and March 8, 1994 (as so amended,
the "Declaration of Trust"). The beneficial interests thereunder are
represented by transferable shares of beneficial interest, $0.001 par value
per share.
The Trustees of the Trust have the powers set forth in the Declaration
of Trust, subject to the terms, provisions and conditions therein provided.
Under Article VI, Section 6.1 of the Declaration of Trust, the number of
shares of beneficial interest authorized to be issued under the Declaration of
Trust is unlimited and the Trustees are authorized to divide the shares into
one or more series of shares and one or more classes thereof as they deem
necessary or desirable. Under Article VI, Section 6.4 of the Declaration of
Trust, the Trustees may issue shares of any series or class for such amount
and type of consideration, including cash or property, and on such terms as
they may deem best without action or approval of the shareholders.
Pursuant to Article VI, Section 6.9, the Trustees established eighteen
separate series of shares designated "The JPM Institutional Treasury Money
Market Fund", "The JPM Institutional Money Market Fund", "The JPM
Institutional Tax Exempt Money Market Fund", "The JPM Institutional Short Term
Bond Fund", "The JPM Institutional Bond Fund", "The JPM Institutional Tax
Exempt Bond Fund", "The JPM Institutional Selected U.S. Equity Fund", "The JPM
Institutional U.S. Stock Fund", "The JPM Institutional U.S. Small Company
Fund", "The JPM Institutional International Equity Fund", "The JPM
Institutional Diversified Fund", "The JPM Institutional International Bond
Fund" "The JPM Institutional Emerging Markets Equity Fund", "The JPM
Institutional Emerging Market Fixed Income Fund", "The JPM Institutional New
York Total Return Bond Fund", "The JPM
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The JPM Institutional Funds
August 28, 1996
Page 2
Insitutional Asia Growth Fund", "The JPM Institutional Japan Equity Fund", and
"The JPM Institutional European Equity Fund".
By vote adopted on November 2, 1992, the Trustees of the Trust authorized
the Officers of the Trust to issue to the public an indefinite
number of shares of each series of the Trust for sale from time to time under
the Securities Act of 1933, as amended (the "1933 Act").
We understand that, pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended (the "1940 Act"), the Trust has registered an
indefinite number of shares of beneficial interest under the 1933
Act.
We understand that you are about to file with the Securities and
Exchange Commission a notice pursuant to Rule 24f-2 (the "Rule 24f-2 Notice")
making definite the registration of 7,185,324 shares of beneficial interest
of the Trust (the "Shares") sold in reliance upon said Rule 24f-2 during the
fiscal year ended June 30, 1996, consisting of 7,185,324 Shares of The JPM
Institutional Diversified Fund.
We have examined the Declaration of Trust, the By-laws, resolutions of
the Board of Trustees, a certificate of an Officer of the Trust to the effect
that the Trust or its agent received consideration for each of the Shares in
accordance with the terms of the Declaration of Trust, and such other
documents as we have deemed necessary or appropriate for the purposes of this
opinion, including, but not limited to, originals or copies certified or
otherwise identified to our satisfaction, of such documents, Trust records and
other instruments. In our examination of the above documents, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity to original documents of all documents
submitted to us as certified or photostatic copies.
For purposes of this opinion letter we have not made an independent
review of the laws of any state or jurisdiction other than The Commonwealth of
Massachusetts and express no opinion with respect to the laws of any
jurisdiction other than The Commonwealth of Massachusetts. Further we express
no opinion as to compliance with any state or federal securities laws,
including the securities laws of The Commonwealth of Massachusetts.
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The JPM Institutional Funds
August 28, 1996
Page 3
Our opinion below, as it relates to the non-assessability of the Shares
of the Trust, is qualified to the extent that under Massachusetts law,
shareholders of a Massachusetts business trust may be held personally liable
for the obligations of the Trust. In this regard, however, please be advised
that the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given
in each note, bond, contract, certificate or undertaking made or issued by the
Trustees or officers of the Trust. Also, the Declaration of Trust provides
for indemnification out of Trust property for all loss and expense of any
shareholder held personally liable solely by reason of his being or having
been a shareholder of the Trust; provided, however, that no Trust property may
be used to indemnify any shareholder of any series of the Trust other than
Trust property allocated or belonging to that series.
We are of the opinion that all necessary Trust action precedent to the
issuance of the Shares has been duly taken, and the Shares were legally and
validly issued, and are fully paid and non-assessable by the Trust, subject to
compliance with the 1933 Act, the 1940 Act and the applicable state laws
regulating the sale of securities.
We consent to your filing this opinion with the Securities and Exchange
Commission together with the Rule 24f-2 Notice referred to above. Except as
provided in this paragraph, this opinion may not be relied upon by, or filed
with, any other parties or for any other purpose.
Very truly yours,
/s/ Hale and Dorr
Hale and Dorr
