The JPM Institutional Funds
60 State Street, Suite 1300
Boston, Massachusetts 02109
(617) 557-0700
January 17, 1997
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 Money Market 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 Money Market 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:
November 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: 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 Money Market Fund 6,141,399,368 $6,141,399,368
<PAGE>
Division of Investment Management
Securities and Exchange Commission
January 17, 1997
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 Money Market Fund 6,141,399,368 $6,141,399,368
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans:
The JPM Institutional Money Market Fund 45,197,505 $ 45,197,505
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): $6,141,399,368
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 45,197,505
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 5,965,692,850
(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), lessline (iii),
plus line (iv))(if applicable): 220,904,023
(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)): $ 66,940.61
13. Date of wire transfer of filing to the Commission's lockbox depository:
January 16, 1997
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Division of Investment Management
Securities and Exchange Commission
January 17, 1997
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 LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 [bullet] FAX 617-526-5000
January 16, 1997
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 Money
Market 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 London, UK*
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HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS
*BROBECK HALE AND DORR INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM)
<PAGE>
The JPM Institutional Funds
January 16, 1997
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 6,141,399,368 shares of
beneficial interest of the Trust (the "Shares") sold in reliance upon said Rule
24f-2 during the fiscal year ended November 30, 1996, consisting of
6,141,399,368 Shares of The JPM Institutional Money Market 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
Janauary 16, 1997
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 LLP
Hale and Dorr LLP
