The JPM Institutional Funds
60 State Street, Suite 1300
Boston, Massachusetts 02109
(617) 557-0700
December 20, 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 Treasury Money Market Fund
The JPM Institutional Short Term Bond Fund
The JPM Institutional Bond Fund
The JPM Institutional International Equity Fund
The JPM Institutional Emerging Markets Equity 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 Treasury Money Market Fund
The JPM Institutional Short Term Bond Fund
The JPM Institutional Bond Fund
The JPM Institutional International Equity Fund
The JPM Institutional Emerging Markets Equity Fund
3. Investment Company Act File Number: 811-07342
Securities Act File Number: 33-54642
4. Last day of fiscal year for which this notice is filed:October 31, 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: None
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2: None
9. Number and aggregate sale price of securities sold during the fiscal
year:
The JPM Institutional Treasury Money
Market Fund 285,173,420 $285,173,420
The JPM Institutional Short Term
Bond Fund 5,145,715 50,306,760
The JPM Institutional Bond Fund 48,461,921 477,260,222
The JPM Institutional International
Equity Fund 28,823,191 319,281,413
The JPM Institutional Emerging Markets
Equity Fund 19,044,111 194,711,896
----------- ------------
386,648,358 $1,326,733,711
<PAGE>
Division of Investment Management
Securities and Exchange Commission
December 20, 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:
The JPM Institutional Treasury Money
Market Fund 285,173,420 $285,173,420
The JPM Institutional Short Term
Bond Fund 5,145,715 50,306,760
The JPM Institutional Bond Fund 48,461,921 477,260,222
The JPM Institutional International
Equity Fund 28,823,191 319,281,413
The JPM Institutional Emerging Markets
Equity Fund 19,044,111 194,711,896
----------- ------------
386,648,358 $1,326,733,711
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans:
The JPM Institutional Treasury Money
Market Fund 3,692,242 $ 3,692,242
The JPM Institutional Short Term
Bond Fund 61,608 605,323
The JPM Institutional Bond Fund 2,139,332 20,903,142
The JPM Institutional International
Equity Fund 509,062 5,467,324
The JPM Institutional Emerging Markets
Equity Fund 55,093 557,720
-----------
$31,225,751
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): $1,326,733,711
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 31,225,751
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 684,667,561
(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)) 673,291,901
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation: x .00030303
(vii) Fee due (line (i) or line (v) multiplied by
line (vi)): $ 204,027.85
13. Date of wire transfer of filing to the Commission's lockbox depository:
December 19, 1996
<PAGE>
Division of Investment Management
Securities and Exchange Commission
December 20, 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
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 [bullet] FAX 617-526-5000
December 19, 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, March 8, 1994 and October 10, 1996 (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
twenty-three separate series of shares, including "The JPM Institutional
Treasury Money Market Fund", "The JPM Institutional Short Term Bond Fund", "The
JPM Institutional Bond Fund", "The JPM Institutional International Equity Fund",
and "The JPM Institutional Emerging Markets 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").
Washington, DC Boston, MA Manchester, NH
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Hale and Dorr is a Partnership Including Professional Corporations
<PAGE>
The JPM Institutional Funds
December 19, 1996
Page 2
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 on Form 24f-2 pursuant to Rule 24f-2 (the "Rule
24f-2 Notice") making definite the registration of 386,648,358 shares of
beneficial interest of the Trust (the "Shares") sold in reliance upon said Rule
24f-2 during the fiscal year ended October 31, 1996, consisting of 285,173,420
Shares of The JPM Institutional Treasury Money Market Fund, 5,145,715 Shares of
The JPM Institutional Short Term Bond Fund, 48,461,921 Shares of The JPM
Institutional Bond Fund, 28,823,191 Shares of The JPM Institutional
International Equity Fund and 19,044,111 Shares of The JPM Institutional
Emerging Markets Equity 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.
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.
<PAGE>
The JPM Institutional Funds
December 19, 1996
Page 3
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
