DISTRIBUTION PLAN AGREEMENT
J.P. Morgan Institutional Funds
60 State Street
Boston, MA 02109
Ladies and Gentlemen:
We wish to enter into an Agreement with J.P. Morgan Institutional Funds (the
"Trust") to provide distribution assistance relating to shares ("Shares") of
each series (each, a "Fund") of the Trust set forth on Exhibit A hereto, as such
Exhibit may be revised from time to time. This Agreement is being entered into
pursuant to the Trust's Distribution Plan (the "Plan"). The terms and conditions
of this Agreement are as follows:
1. We agree to provide reasonable assistance in connection with the
sale of Shares of the Funds, which assistance may include distributing sales
literature, marketing and advertising. If we are restricted or unable to provide
the services contemplated above, we agree not to perform such services and not
to accept fees thereafter. Our acceptance of any fees hereunder shall constitute
our representation (which shall survive any payment of such fees and any
termination of this Agreement and shall be reaffirmed each time we accept a fee
hereunder) that our receipt of such fee is lawful.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space, equipment
and facilities currently used in our business, or all or any personnel employed
by us) as is necessary or beneficial for providing services hereunder. We shall
transmit promptly to clients all communications sent to us for transmittal to
clients by or on behalf of any Fund, or the Fund's (or its corresponding master
portfolio's) investment adviser, distributor, custodian or transfer or dividend
disbursing agent.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning Shares of any Fund, except
those contained in the then current Prospectus for such Fund, copies of which
will be supplied by the Trust to us in reasonable quantities upon request, or in
such supplemental sales literature or advertising materials as may be authorized
by the Trust in writing.
4. For all purposes of this Agreement we will be deemed to be an
independent contractor, and will have no authority to act as agent for the Trust
or the Trust's distributor in any matter or in any respect. We and our employees
will, upon request, be available during normal business hours to consult with
the Trust's representatives concerning the performance of our responsibilities
under this Agreement.
5. The Trust reserves the right, at its discretion and without notice,
to suspend or withdraw the sale of Shares of any or all of the Funds.
6. We acknowledge that this Agreement shall become effective for a Fund
only when approved by vote of a majority of (i) the Trust's Trustees and (ii)
Trustees who are not "interested persons" (as defined in the Investment Company
Act of 1940, as amended (the "Act")) of the Trust and have no direct or indirect
financial interest in the operation of the Plan or in this Agreement, cast in
person at a meeting called for the purpose of voting on such approval.
7. This Agreement shall continue until the last day of this calendar
year, and thereafter shall continue automatically for successive annual periods
ending on the last day of each calendar year. Such continuance must be approved
specifically at least annually by a vote of a majority of (i) the Trust's
Trustees and (ii) Trustees who are not "interested persons" (as defined in the
Act) of the Trust and have no direct or indirect financial interest in the
operation of the Plan or in this Agreement, cast in person at a meeting called
for the purpose of voting on such approval. As to each Fund, this Agreement is
terminable without penalty, at any time, by a vote of a majority of the Trust's
Trustees who are not "interested persons" (as defined in the Act) and have no
direct or indirect financial interest in the operation of the Plan or in this
Agreement or, upon not more than 60 days' written notice, by a vote of holders
of a majority of the Fund's Shares. In addition, the Trust may terminate this
Agreement as to any or all Funds immediately, without penalty, if the present
investment adviser of such Fund's corresponding master portfolio ceases to serve
the master portfolio in such capacity. Notwithstanding anything contained
herein, if we fail to perform the distribution functions contemplated herein by
the Trust as to any or all of the Funds, this Agreement shall be terminable
effective upon our receipt of notice thereof. This Agreement also shall
terminate automatically in the event of its assignment (as defined in the Act).
8. In consideration of the services and facilities described herein, we
shall be entitled to receive from the Trust, and the Trust agrees to pay to us,
the fee set forth on Schedule 1 hereto. We understand that any payments pursuant
to this Agreement shall be paid only so long as this Agreement and the Plan
adopted by the Trust are in effect. We agree that no Trustee, officer or
shareholder of the Trust shall be liable individually for the performance of the
obligations hereunder or for any such payments.
9. We agree to provide to the Trust and Morgan Guaranty Trust Company
of New York and each applicable Fund such information relating to our services
hereunder as may be required to be maintained by the Trust and/or such Fund
under applicable federal or state laws, and the rules, regulations, requirements
or conditions of applicable regulatory and self-regulatory agencies or
authorities.
10. This Agreement shall not constitute either party the legal
representative of the other, nor shall either party have the right or authority
to assume, create or incur any liability or any obligation of any kind, express
or implied, against or in the name of or on behalf of the other party.
11. All notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery or by
postage prepaid, registered or certified United States first class mail, return
receipt requested, or by telecopier, telex, telegram or similar means of same
day delivery (with a confirming copy by mail as provided herein). Unless
otherwise notified in writing, all notices to the Trust shall be given or sent
to the Trust at 60 State Street, Boston, MA 02109, Attention: Funds Management
Legal, and all notices to us shall be given or sent to us at our address which
shall be furnished to you in writing on or before the effective date of this
Agreement.
12. This Agreement shall be construed in accordance with the internal
laws of the State of New York, without giving effect to principles of conflict
of laws.
Very truly yours,
[NAME OF SALES AGENT]
By:___________________________
Name:
Date____________________ Title:
NOTE: Please return both signed copies of this Agreement to the Trust. Upon
acceptance, one countersigned copy will be returned for your files.
ACCEPTED AND AGREED TO:
J.P. Morgan Institutional Funds
By:____________________________
Name:
Date___________________ Title:
<PAGE>
J.P. MORGAN INSTITUTIONAL FUNDS
Distribution Plan Agreement
EXHIBIT A
<TABLE>
<CAPTION>
<S> <C> <C>
Maximum Fee as a Percentage of
Average Daily Net Assets of shares
Beneficially Owned by Clients of
Name of Series Sales Agent Effective
---------------- --------------------- ----------
Date
----
J.P. Morgan Small Company Fund -Advisor Series 0.25% TBA
J.P. Morgan Small Company Opportunities Fund-Advisor Series 0.25% TBA
J.P. Morgan International Equity Fund-Advisor Series 0.25% TBA
J.P. Morgan International Opportunities Fund-Advisor Series 0.25% TBA
J.P. Morgan U.S. Equity Fund-Advisor Series 0.25% TBA
J.P. Morgan Bond Fund-Advisor Series 0.25% TBA
J.P. Morgan Diversified Fund-Advisor Series 0.25% TBA
J.P. Morgan Institutional Prime Cash Management Fund 0.50% 5/17/00
J.P. Morgan Disciplined Equity Fund-Advisor Series 0.25% 2/8/00
J.P. Morgan Prime Money Market Reserves Fund 0.25% 6/1/99
J.P. Morgan Treasury Money Market Reserves Fund 0.25% 6/1/99
</TABLE>
SCHEDULE 1
Distribution Plan Agreement
between
J.P. Morgan Institutional Funds
and
---------------------------------------
Name of Sales Agent
The Sales Agent will be paid a monthly fee based upon
the average daily value of the Shares owned by
shareholders for whom the Sales Agent is the holder
of record or dealer of record at the following annual
rate:
.__ of 1%
For purposes of determining the fees payable
hereunder, the average daily net asset value of each
Share shall be computed in the manner specified in
the Fund's charter or organization documents and the
then current Prospectus and Statement of Additional
Information.
Dated: _______________
