Jp Morgan Institutional Funds Sample Contracts

DISTRIBUTION PLAN AGREEMENT
Distribution Agreement • August 1st, 2000 • Jp Morgan Institutional Funds • New York
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TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • December 26th, 1996 • JPM Institutional Funds • Massachusetts
CUSTODIAN CONTRACT Between THE JPM INSTITUTIONAL FUNDS and STATE STREET BANK AND TRUST COMPANY
Custodian Contract • December 26th, 1996 • JPM Institutional Funds • London
W I T N E S S E T H:
Investment Advisory Agreement • December 28th, 2004 • Jp Morgan Institutional Funds • Massachusetts
WITNESSETH:
Investment Advisory Agreement • February 28th, 2003 • Jp Morgan Institutional Funds • New York
WITNESSETH:
Administration Agreement • February 27th, 1996 • JPM Institutional Funds • New York
CUSTODIAN AND FUND ACCOUNTING AGREEMENT
Custodian and Fund Accounting Agreement • February 28th, 2000 • Jp Morgan Institutional Funds • New York
FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 29th, 2004 • Jp Morgan Institutional Funds • New York

THIS AGREEMENT is made as of the 10th day of August, 2004, among the One Group® Mutual Funds (“OGMF”), each of the JP Morgan Funds listed in Exhibit A (“JPM Funds”) (together with the OGMF, the “Existing Funds”) and JPMorgan Chase & Co. (“Company”).

FORM OF TRANSFER AGENCY AGREEMENT Made as of the day of , 2004 by and between EACH OF THE ENTITIES LISTED ON EXHIBIT A HERETO And BOSTON FINANCIAL DATA SERVICES, INC.
Transfer Agency Agreement • September 29th, 2004 • Jp Morgan Institutional Funds • Massachusetts

THIS AGREEMENT made as of the day of , 2004, by and between each of the entities listed on Appendix A hereto and each being an entity of the type set for on Appendix A and organized under the laws of the state as set forth on such Appendix, each with a principal place of business at 522 5th Ave., New York, NY 10036 and each of which is acting on its own behalf and on behalf of each of the portfolios listed under its name in Appendix A (jointly and severally, such portfolios shall be referred to hereinafter as the “Fund” or “Funds), and BOSTON FINANCIAL DATA SERVICES, INC., a corporation existing under the laws of the Commonwealth of Massachusetts, having its principal place of business at 2 Heritage Drive, North Quincy, Massachusetts 02171 (“BOSTON FINANCIAL”):

FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • September 29th, 2004 • Jp Morgan Institutional Funds • Delaware

AGREEMENT dated as of the 19th day of August, 2004 by and between each of the entities listed on Schedule A, each of which is a corporation, business trust or statutory trust as indicated on Schedule A (each referred to herein as the “Trust”), each having its principal place of business at 522 Fifth Avenue, New York, New York 10036, and One Group Administrative Services, Inc. (“Administrator”), a Delaware corporation having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43240. This Agreement shall be effective February 19, 2005.

FORM OF SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • September 29th, 2004 • Jp Morgan Institutional Funds • Delaware

THIS AGREEMENT dated as of , 2004, by and between each of the entities listed on Schedule A, each of which is a corporation, business trust or statutory trust as indicated on Schedule A (each, a “Trust” and, collectively, the “Trusts”), each having its principal place of business at 522 Fifth Avenue, New York, New York 10036, and One Group Dealer Services, Inc. (“Shareholder Servicing Agent”), a registered broker-dealer incorporated under the laws of the State of Delaware having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43240 (“Agreement”). This Agreement shall be effective February 19, 2005.

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FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • September 29th, 2004 • Jp Morgan Institutional Funds • Delaware
SCHEDULE A TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • April 29th, 2004 • Jp Morgan Institutional Funds
THE JPM INSTITUTIONAL FUNDS RESTATED SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • August 25th, 1998 • Jp Morgan Institutional Funds • New York
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