PURCHASE AGREEMENT
With respect to its purchase of the initial interest in The Global Strategic
Income Portfolio (the "Portfolio"), a New York Trust, The JPM Institutional
Global Strategic Income Fund (the "Fund"), a series of The JPM Institutional
Funds, a Massachusetts business trust (the "Trust"), hereby represents and
warrants to the Portfolio as follows:
1. That this purchase agreement (the "Agreement") shall be entered into
for the benefit of the Portfolio, such benefit to be evidenced by the
Portfolio's acceptance of the terms of this Agreement by signature inscribed at
the end hereof,
2. That the Fund hereby purchases the initial beneficial interest in
the Portfolio by cash deposit of $100,000, determined at the net asset value of
the initial interest.
3. That the interest is being acquired for investment purposes
and not with a view to the transfer thereof.
4. As long as there is another investor in the Portfolio, the Portfolio
will receive upon a redemption by FDI Distribution Services, Inc. (the purchaser
of the Fund's initial shares) from the Fund a pro rata portion of the
unamortized organization expenses of the Portfolio. The Fund agrees that if it
withdraws any of the initial interest prior to the fifth anniversary of the
commencement of investment operations of the Portfolio, the Fund will reduce the
amount of its withdrawal from the Portfolio in an amount equal to the number
resulting from multiplying the Portfolio's total unamortized organizational
expenses by a fraction, the numerator of which is equal to the amount of initial
interest redeemed by the Fund and the denominator of which is equal to the
amount of such interest held by it outstanding as of the date of such
withdrawal, as long as the administrative position of the staff of the
Securities and Exchange Commission requires such reimbursement.
5. That the Trust is authorized and otherwise duly qualified to
purchase and hold the initial interest and to enter into this Agreement.
THE JPM INSTITUTIONAL FUNDS
ATTEST:
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
President and Treasurer
Date: February 20, 1997
ACCEPTED BY:
THE GLOBAL STRATEGIC INCOME
PORTFOLIO
ATTEST:
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Vice President and
Assistant Treasurer
Date: February 20, 1997
JPM515C
