THE JPM INSTITUTIONAL FUNDS
AMENDED AND RESTATED
FUND SERVICES AGREEMENT
FUND SERVICES AGREEMENT made as of the 15th day of January, 1994, as
amended and restated as, of July 11, 1996, between The JPM Institutional Funds,
an unincorporated business trust organized under the laws of the Commonwealth of
Massachusetts (the "Trust"), and XXXXXXXX GROUP, INC., a New York corporation
(the "Group").
WITNESSETH:
WHEREAS, the Trust is an open-end management investment company,
registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Trust has retained organizations to be its custodian,
transfer agent, distributor and services agent and an administrator to
administer and manage all aspects of the Trust's day-to-day operations (except
for providing a Chief Executive Officer pursuant to this Agreement and for those
services provided pursuant to the Trust's Administrative Services Agreement with
Xxxxxx Guaranty Trust Company of New York ("Xxxxxx")); and
WHEREAS, the Trust and its Trustees wish to engage the Group to assist
the Trustees in carrying out their duties as Trustees in supervising the Trust's
affairs;
NOW, THEREFORE, the Trust and the Group hereby agree as follows:
1. Beginning on the date hereof, the Group shall provide facilities and
personnel to assist the Trustees in carrying out their duties as Trustees in
supervising the affairs of the Trust, including without limitation:
a) Organization of the times and participation in the
preparation of agendas for Trustees' meetings;
b) Providing personnel acceptable to the Trustees to act
in the capacity of Chief Executive Officer when so requested by the Trustees;
and
c) Oversight and review of the performance of services
to the Trust by others, including review of registration statements, annual and
semi - annual reports to shareholders, proxies, compliance procedures with
applicable legal, regulatory, and financial requirements,
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current market and legal developments in the investment management industry,
materials presented to the Trustees for approval, and any other matters as
directed by the Trustees.
2. In return for the services provided hereunder, the Trust will pay
the Group a fee in an amount representing the reasonable costs of the Group in
providing services hereunder, payable in a manner corresponding as closely as
practicable to the Trust's receipt of such services, all as determined from time
to time by the Trustees.
3. The Group shall not be liable for any error of judgment or for any
loss suffered by the Trust in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad faith
or gross negligence on its part in the performance of its duties or for reckless
disregard by it of its obligations and duties under this Agreement.
4. This Agreement shall continue in effect for a period of two years
from July 11, 1996, and may be renewed by the Trustees; provided, however, that
this Agreement may be terminated by the Trust at any time without the payment of
any penalty by the Trustees or by vote of a majority of the outstanding voting
securities (as defined in the 0000 Xxx) of the Trust, upon not less than six (6)
months' written notice to the Group, or by the Group at any time, without the
payment of any penalty, upon not less than six (6) months' written notice to the
Trust. This Agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act).
5. The Group's activities will be limited to performing the services
hereunder for the Trust and any other registered investment company which has
the same Trustees as the Trust. No employee of the Group shall engage in any
other business or devote his time and attention in part to the management or
other aspects of any business whether of a similar or dissimilar nature except
with the consent of the Trustees of the Trust.
6. The Trustees have authorized the execution of this Agreement not
individually, but as Trustees under the Trust's Declaration of Trust, and the
Group agrees that the obligation of this Agreement are not binding upon any of
the Trustees or shareholders individually, but bind only the trust estate.
7. Any notice or other communication required to be given pursuant to
this Agreement shall be deemed duly given if delivered or mailed by registered
mail, postage prepaid (1) to the Group at 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000,
Attention: President or (2) to the Trust at the address set forth on the cover
of its Registration Statement as then in effect or at such other address as
either party shall designate by notice to the other party.
8. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Fund Services Agreement to be executed by their officers designated
below as of July 11, 1996.
THE JPM INSTITUTIONAL FUNDS
By /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, Chief Executive
Officer
XXXXXXXX GROUP, INC.
By /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx, President
JPMARFSA.WP5
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