THE JPM INSTITUTIONAL FUNDS
6 St. James Avenue
Boston, Massachusetts 02116
(617) 423-0800
July 30, 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 U.S. Small Company Fund, The JPM Institutional
Selected U.S. Equity Fund, and the JPM Institutional U.S. Stock 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
24f2 and to pay the appropriate registration fee.
The information required by the above-referenced rule is as follows:
1. This "Rule 24f-2 Notice" is being filed for the fiscal year ending May
31, 1996 ("Fiscal Year").
2. No shares of the capital stock of the Registrant were registered during
the Fiscal Year, other than pursuant to Rule 24f-2.
3. 17,271,953 shares of the capital stock of the Registrant were sold
during the Fiscal year.
4. All 17,271,953 shares of the capital stock of the Registrant were sold
during the Fiscal Year in reliance upon the Declaration of the
Registrant of an indefinite amount of securities under Rule 24f-2
("24f-2 Declaration").
5. Attached to this Rule 24f-2 Notice, and made part hereof, is an opinion
of counsel indicating that the securities, the registration of which
the Notice makes definite in number, were legally issued, fully paid,
and non-assessable.
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Division of Investment Management
Securities and Exchange Commission
July 30, 1996
Page 2
6. In accordance with subsection (c) of Rule 24f-2, the actual aggregate
sales price used to calculate the required filing fee is $215,148,665.
The fee computation is based upon the actual aggregate sale price for
which such securities were sold during the Fiscal Year, reduced by the
difference between:
(1) The actual aggregate redemption price of the shares redeemed by the
Registrant during the Fiscal Year, and
(2) The actual aggregate redemption price of such redeemed shares
previously applied by the Registrant pursuant to 24e-2(a) in the
filings made pursuant to Section 24(e)(1) of the Investment Company Act
of 1940.
Aggregate Sale Price for Shares Sold During Fiscal
Year in Reliance Upon the 24f-2 Declaration for
The JPM Institutional U.S. Small Company Fund $ 119,160,297
The JPM Institutional Selected U.S. Equity Fund 95,988,368
The JPM Institutional U.S. Stock Fund N/A
$ 215,148,665
Reduced by the difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the Fiscal
Year for
The JPM Institutional U.S. Small Company Fund $26,877,469
The JPM Institutional Selected U.S. Equity Fund 78,306,291
The JPM Institutional U.S. Stock Fund N/A
$105,183,760
and,
(2) Aggregate Redemption Price of Redeemed
Shares Previously Applied by Registrant Pursuant
to 24e-2(a) Filings Made Pursuant to Section
24(e)(1) of Investment Company Act of 1940. $ -0-
Equals $ 109,964,905
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Division of Investment Management
Securities and Exchange Commission
July 30, 1996
Page 3
7. Enclosed please find an opinion of counsel. The amount payable to the
Securities and Exchange Commission, $37,919.00 was wired to Account
No. 910-8739 at Mellon Bank with reference "24f-2 filing, 33-54642".
The fee has been calculated as follows:
$109,964,905 / 2,900 = $37,919.00
Very truly yours,
THE JPM INSTITUTIONAL FUNDS
By: /s/ DANIEL E. SHEA
Daniel E. Shea
Assistant Treasurer
PHILIP W. COOLIDGE
6 ST. JAMES AVENUE
NINTH FLOOR
BOSTON, MASSACHUSETTS 02116
(617) 423-0800
The JPM Institutional Funds
6 St. James Avenue
Boston, Massachusetts 02116
Ladies and Gentlemen:
RE: RULE 24F-2 NOTICE FOR THE JPM INSTITUTIONAL FUNDS FOR THE
YEAR ENDED MAY 31, 1996.
This opinion is being furnished in connection with the registration,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended (the
"1940 Act"), of an indefinite number of Shares of Beneficial Interest (par value
$0.001 per share) (the "Shares") of The JPM Institutional Funds, a Massachusetts
businesstrust (the "Trust"), under the Securities Act of 1933, as amended (the
"1933 Act"). I understand that the Trust proposes to file a notice (the
"Notice") with the Securities and Exchange Commission (the "Commission") with
respect to the Trust's fiscal year ended May 31, 1996, pursuant to such Rule
24f-2 under the 1940 Act. This opinion is being furnished with a view to your
filing it with the Commission in conjunction with the filing of the Notice.
This opinion is limited solely to the laws of the Commonwealth of
Massachusetts as applied by courts in such Commonwealth. This opinion is limited
solely to the Shares of the Trust as of the fiscal year ended May 31, 1996 as
reflected in the Notice. I understand that the foregoing limitation is
acceptable to you.
Based upon and subject to the foregoing, please be advised that it is my
opinion that the Shares covered by the Notice were legally issued and (to the
extent still outstanding) are fully paid and non-assessable, except that, as set
forth in the Trust's registration statement as currently in effect filed with
the Commission pursuant to the 1933 Act, shareholders of the Trust may under
certain circumstances be held personally liable for its obligations.
Very truly yours,
/s/PHILIP COOLIDGE
Philip W. Coolidge
