Appendix I
J.P. MORGAN INSTITUTIONAL FUNDS
(formerly The JPM Institutional Funds)
AMENDMENT NO. 13 TO DECLARATION OF TRUST
Amendment and
Thirteen Amended and Restated Establishment and
Designation of Series of Shares of
Beneficial Interest (par value $0.001 per share)
dated April 5, 2000
Pursuant to Sections 6.9 and 9.3 of the Declaration of Trust,
dated as of November 4, 1992, as amended (the "Declaration of Trust"), of J.P.
Morgan Institutional Funds (the "Trust"), the Trustees of the Trust hereby amend
and restate the Twelfth Amended and Restated Establishment and Designation of
Series appended to the Declaration of Trust to add two additional series.
1. The Funds shall be named and/or designated as follows:
J.P. Morgan Institutional Federal Money Market Fund
J.P. Morgan Institutional Prime Money Market Fund
J.P. Morgan Institutional Tax Exempt Money Market Fund
J.P. Morgan Institutional Short Term Bond Fund
J.P. Morgan Institutional Bond Fund
J.P. Morgan Institutional Tax Exempt Bond Fund
J.P. Morgan Institutional U.S. Equity Fund
J.P. Morgan Institutional U.S. Small Company Fund
J.P. Morgan Institutional International Equity Fund
J.P. Morgan Institutional Diversified Fund
J.P. Morgan Institutional Emerging Markets Equity Fund
J.P. Morgan Institutional New York Tax Exempt Bond Fund
J.P. Morgan Institutional European Equity Fund
J.P. Morgan Institutional Disciplined Equity Fund
J.P. Morgan Institutional Global Strategic Income Fund
J.P. Morgan Institutional International Opportunities Fund
J.P. Morgan Institutional U.S. Small Company Opportunities
Fund
J.P. Morgan Institutional Emerging Markets Debt Fund
J.P. Morgan Institutional Treasury Money Market Fund
J.P. Morgan Institutional Service Treasury Money Market Fund
J.P. Morgan Institutional Service Prime Money Market Fund
J.P. Morgan Institutional Service Federal Money Market Fund
J.P. Morgan Institutional Service Tax Exempt Money Market Fund
J.P. Morgan Institutional Bond Fund - Ultra
J.P. Morgan Institutional Treasury Money Market Reserves Fund
J.P. Morgan Institutional Prime Money Market Reserves Fund
J.P. Morgan Institutional Direct Prime Money Market Fund
J.P. Morgan Institutional Disciplined Equity Fund -
Advisor Series
J.P. Morgan Institutional Prime Cash Management Fund
and shall have the following special and relative rights:
2. Each Fund shall be authorized to hold cash, invest in securities,
instruments and other properties and use investment techniques as from time to
time described in the Trust's then currently effective registration statement
under the Securities Act of 1933 to the extent pertaining to the offering of
Shares of such Fund. Each Share of a Fund shall be redeemable, shall be entitled
to one vote (or fraction thereof in respect of a fractional share) on matters on
which Shares of the Fund shall be entitled to vote, shall represent a pro rata
beneficial interest in the assets allocated or belonging to the Fund, and shall
be entitled to receive its pro rata share of the net assets of the Fund upon
liquidation of the Fund, all as provided in Section 6.9 of the Declaration of
Trust. The proceeds of sales of Shares of a Fund, together with any income and
gain thereon, less any diminution or expenses thereof, shall irrevocably belong
to that Fund, unless otherwise required by law.
3. Shareholders of each Fund shall vote separately as a class on any
matter to the extent required by, and any matter shall be deemed to have been
effectively acted upon with respect to the Fund as provided in, Rule 18f-2, as
from time to time in effect, under the Investment Company Act of 1940, as
amended, or any successor rule, and by the Declaration of Trust.
4. The assets and liabilities of the Trust shall be allocated among the
Funds as set forth in Section 6.9 of the Declaration of Trust.
5. Subject to the provisions of Section 6.9 and Article IX of the
Declaration of Trust, the Trustees (including any successor Trustees) shall have
the right at any time and from time to time to reallocate assets and expenses,
to change the designation of any Fund, previously, now or hereafter created, or
otherwise to change the special and relative rights of any Fund or any such
other series of Shares.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of
the date first written above. This instrument may be executed by the Trustees on
separate counterparts but shall be effective only when signed by a majority of
the Trustees.
/s/
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Frederick S. Addy
/s/
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William G. Burns
/s/
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Arthur C. Eschenlauer
/s/
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Matthew Healey
/s/
--------------------------------
Michael P. Mallardi
