DEF 14A 1 ddef14a.htm SPECIAL MEETING OF SHAREHOLDERS OF UM INVESTMENT TRUST Special Meeting of Shareholders of UM Investment Trust

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

Filed by the Registrant x  Filed by a Party other than the Registrant ¨

 

Check the appropriate box:

 

¨  Preliminary Proxy Statement

 

¨  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

x  Definitive Proxy Statement

 

¨  Definitive Additional Materials

 

¨  Soliciting Material Pursuant to 14a-12

 

 

UM Investment Trust

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

¨  No fee required.

 

¨  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

  1)  Title of each class of securities to which transaction applies:

 

 
  2)  Aggregate number of securities to which transaction applies:

 

 
  3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 
  4)  Proposed maximum aggregate value of transaction:

 

 
  5)  Total fee paid:

 

 

 

¨  Fee paid previously with preliminary materials.

 

¨  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  1)  Amount Previously Paid:

 

 
  2)  Form, Schedule or Registration Statement No.:

 

 
  3)  Filing Party:

 

 
  4)  Date Filed:

 

 

 

UM INVESTMENT TRUST

522 Fifth Avenue

New York, New York 10036

 

UM Multi-Strategy Fund

(the “Fund,” a series of UM Investment Trust (the “Trust”))

 

November 10, 2004

 

Dear Shareholder:

 

I am writing to ask for your vote on important matters concerning your investment in the separate investment series of the Trust. The Board of Trustees of the Trust (each, a “Trustee” and collectively, the “Trustees”) has called a special meeting of shareholders of the Trust scheduled for Thursday, January 20, 2005, at 522 Fifth Avenue, New York, New York 10036, at 9:00 a.m. Eastern Time (the “Meeting”).

 

The purpose of the Meeting is to ask shareholders (voting together as a single class) to consider the following proposal:

 

(1)    To elect thirteen (13) Trustees of the Trust, who will assume office on or about February 19, 2005; and

 

(2)    To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof.

 

After careful consideration, the Board of Trustees of the Trust recommends that you to vote “FOR” the proposal.

 

We strongly invite your participation by asking you to review these materials and complete and return your Proxy Card as soon as possible.

 

Detailed information about the proposal is contained in the enclosed materials. Your vote is very important to us regardless of the number of shares you own. Whether or not you plan to attend the Meeting in person, please read the Proxy Statement and cast your vote promptly. It is important that your vote be received no later than the time of the Meeting on Thursday, January 20, 2005. VOTING IS QUICK AND EASY. EVERYTHING YOU WILL REQUIRE IS ENCLOSED. To cast your vote simply complete, sign and return the Proxy Card in the enclosed postage-paid envelope.

 

In addition to voting by mail you may also vote by either telephone or via the Internet, as follows:

 

To vote by Telephone:

  

To vote by Internet:

(1)    Read the Proxy Statement and have your Proxy Card at hand.

  

(1)    Read the Proxy Statement and have your Proxy Card at hand.

(2)    Call the toll-free number that appears on your Proxy Card.

  

(2)    Go to the website that appears on your Proxy Card.

(3)    Enter the control number set forth on the Proxy Card and follow the simple instructions.

  

(3)    Enter the control number set forth on the Proxy Card and follow the simple instructions.

 

We encourage you to vote by telephone or via the Internet using the control number that appears on your enclosed Proxy Card. Use of telephone or Internet voting will reduce the time and costs associated with this proxy solicitation.

 

Whichever method you choose, please read the enclosed proxy statement carefully before you vote.

 

NOTE: You may receive more than one proxy package if you hold shares in more than one account. Please be sure to vote each account by utilizing the one of the methods described on the Proxy Cards or by signing and dating each Proxy Card and enclosing it in the postage-paid envelope provided for each Proxy Card.

 

If you have any questions after considering the enclosed materials, please call (800) 762-8493.

 

Sincerely,

/s/ George C.W. Gatch

George C.W. Gatch

President

UM Investment Trust

PROXY STATEMENT

 

UM INVESTMENT TRUST

522 Fifth Avenue

New York, New York 10036

 

UM Multi-Strategy Fund

 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD JANUARY 20, 2005

 

To the Shareholders:

 

The UM Investment Trust (the “Trust”), on behalf of its single current series, UM Multi-Strategy Fund (the “Fund”), will hold a special meeting of its shareholders (the “Meeting”) on Thursday, January 20, 2005, at 522 Fifth Avenue, New York, New York 10036, at 9:00 a.m., Eastern Time, for the following purposes:

 

(1)    To elect thirteen (13) Trustees of the Trust, who will assume office on or about February 19, 2005;

 

(2)    To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof.

 

You are entitled to vote at the Meeting and any adjournment(s) or postponement(s) thereof if you owned shares of the Fund listed above at the close of business on October 27, 2004 (the “Record Date”).

 

Whether or not you plan to attend the Meeting in person, please vote your shares. In addition to voting by mail you may also vote by either telephone or via the Internet, as follows:

 

To vote by Telephone:

  

To vote by Internet:

(1)    Read the Proxy Statement and have your Proxy Card at hand.

  

(1)    Read the Proxy Statement and have your Proxy Card at hand.

(2)    Call the toll-free number that appears on your Proxy Card.

  

(2)    Go to the website that appears on your Proxy Card.

(3)    Enter the control number set forth on the Proxy Card and follow the simple instructions.

  

(3)    Enter the control number set forth on the Proxy Card and follow the simple instructions.

 

We encourage you to vote by telephone or via the Internet using the control number that appears on your enclosed Proxy Card. Use of telephone or Internet voting will reduce the time and costs associated with this proxy solicitation.

 

Whichever method you choose, please read the enclosed Proxy Statement carefully before you vote.

 

PLEASE RESPOND—WE ASK THAT YOU VOTE PROMPTLY IN ORDER TO

AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION.

 

YOUR VOTE IS IMPORTANT.

By Order of the Board of Trustees

/s/ George C.W. Gatch

George C.W. Gatch

President

UM Investment Trust

 

November 10, 2004

UM INVESTMENT TRUST

 

UM Multi-Strategy Fund

522 Fifth Avenue New York, New York 10036

 

PROXY STATEMENT

 

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JANUARY 20, 2005

 

THIS PROXY STATEMENT IS BEING FURNISHED TO YOU IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE BOARD OF TRUSTEES (“BOARD”) OF UM INVESTMENT TRUST (the “Trust”), on behalf of UM Multi-Strategy Fund, its single current series (the “Fund”), to be voted at a Special Meeting of Shareholders to be held on Thursday, January 20, 2005, at 522 Fifth Avenue, New York, New York 10036, at 9:00 a.m., Eastern Time, for the purpose set forth below and described in greater detail in this Proxy Statement. The meeting and any adjournment or postponement of the meeting is referred to in this Proxy Statement as the “Meeting.” This Proxy Statement, along with a Notice of the Meeting and Proxy Card is first being mailed to shareholders of the Funds on or about November 10, 2004.

 

Proposal

 

To elect thirteen (13) Trustees of the Trust, who will assume office on or about February 19, 2005

 

You are entitled to vote at the Meeting and any adjournment(s) or postponement(s) if you owned shares of the Fund at the close of business on October 27, 2004 (“Record Date”). The date of the first mailing of the Proxy Cards and this Proxy Statement to shareholders will be on or about November 10, 2004.

 

Only shareholders of record at the close of business on the Record Date will be entitled to notice of, and to vote at, the Meeting. Shares represented by proxies, unless previously revoked, will be voted at the Meeting in accordance with the instructions of the shareholders. If Proxy Cards have been executed, but no instructions are given, such proxies will be voted in favor of the proposal. To revoke a proxy, the shareholder giving such proxy must either (1) submit to the Trust a subsequently dated Proxy Card, (2) deliver to the Trust a written notice of revocation, or (3) otherwise give notice of revocation in open meeting, in all cases prior to the exercise of the authority granted in the proxy.

 

The presence in person or by proxy of the holders of record of forty percent (40%) of the total shares outstanding of the Trust on the Record Date, shall constitute a quorum at the Meeting for purposes of the proposal.

 

In the event that the necessary quorum to transact business or the vote required to approve or reject the proposal is not obtained by the date of the Meeting, a person named as proxy may propose one or more adjournments of the Meeting for a reasonable period or periods to permit further solicitation of proxies. In addition, if, in the judgment of the persons named as proxies, it is advisable to defer action on the proposal, the persons named as proxies may propose one or more adjournments of the Meeting for a reasonable period or periods. Any broker non-votes received will be excluded from calculating the number of votes required to approve any proposal to adjourn a meeting. Please refer to the section in this Proxy Statement entitled, “Adjournments” for additional details.

 

If a shareholder wishes to participate in the Meeting, but does not wish to authorize the execution of a proxy by telephone or through the Internet, the shareholder may still submit the Proxy Card included with this Proxy Statement or attend the Meeting in person.

 

The most recent annual report of the Trust, including financial statements, for the fiscal year ended December 31, 2003, and the most recent semi-annual report of the Trust for the semi-annual period ended June 30, 2004, have been mailed previously to shareholders. If you would like to receive additional copies of these shareholder reports free of charge, or copies of any subsequent shareholder report, please contact UM Investment Trust by writing to the address set forth on the first page of this Proxy Statement or by calling 1-800-762-8493. Requested shareholder reports will be sent by first class mail within three business days of the receipt of the request.

 

1

PROPOSAL 1

 

ELECTION OF TRUSTEES

 

What are shareholders being asked to approve?

The purpose of this proposal is to elect a Board of Trustees (the “Board”), who will assume office on or about February 19, 2005. It is intended that the enclosed Proxy Card will be voted for the election as Trustees of the Trust the thirteen (13) nominees listed below (each a “Nominee” and collectively, the “Nominees”). All Nominees whose names are preceded by an asterisk (*) are currently Trustees of the Trust, Undiscovered Managers Funds and each of the JPMorgan Funds (as defined below), and each such incumbent Trustee has served in that capacity since originally elected or appointed.

 

Each of the thirteen (13) Nominees is standing for election. Eight are incumbent Trustees of the Trust. The remaining five are currently Trustees of various mutual funds advised by Banc One Investment Advisors Corporation (“BOIA”), including One Group Mutual Funds (“One Group”). The nomination of these thirteen Nominees is one of a series of initiatives that are designed to, among other things, integrate the JPMorgan Funds and the One Group Funds following the July 1, 2004 merger of Bank One Corporation, the former corporate parent of BOIA, into JPMorgan Chase & Co., the corporate parent of J.P. Morgan Investment Management Inc. (“JPMIM”), the investment adviser of the JPMorgan Funds, that created the second largest banking company in the United States based on total assets with approximately $1.1 trillion in assets as of September 30, 2004. Since July 1, 2004, JPMIM and BOIA have been actively considering steps to integrate the operations of the two fund families to the greatest extent possible in order to take advantage of operational and administrative efficiencies that are expected to be achieved by such integration. One such efficiency would be the election of a single Board of Trustees for all of the funds, consisting of certain current Trustees of the Trust (and JPMorgan Funds), as well as certain current Trustees of One Group.

 

Who are the Nominees to the Board?

Information about the Nominees, including their addresses, year of birth and principal occupations during the past five years, and other current directorships, is set forth in the table below. Each of the non-incumbent Nominees was recommended for nomination by the current Board. Each Nominee has agreed to serve on the Board if elected by shareholders. A Nominee is deemed to be “independent” to the extent the Trustee is not an “interested person” of the Trust, Undiscovered Managers Funds, the JPMorgan Funds, One Group, or One Group Investment Trust, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (“1940 Act”) (an “Independent Nominee” or “Independent Trustee”, as applicable.) All Nominees whose names are preceded by an asterisk (*) are currently Trustees of the Trust, and each such incumbent Trustee has served in that capacity since originally elected or appointed. The current Trustees of the Trust took office on January 30, 2004. For purposes of this Proxy Statement, “Fund Complex” means the series of UM Investment Trust and each of the series of J.P. Morgan Fleming Mutual Fund Group, Inc., J.P. Morgan Funds, J.P. Morgan Institutional Funds, J.P. Morgan Mutual Fund Group, J.P. Morgan Mutual Fund Investment Trust, J.P. Morgan Mutual Fund Select Group, J.P. Morgan Mutual Fund Select Trust, J.P. Morgan Mutual Fund Series, J.P. Morgan Mutual Fund Trust, J.P. Morgan Series Trust, and Growth and Income Portfolio, all of which are advised by JPMIM (collectively, the “JPMorgan Funds”) and each of the series of One Group and One Group Investment Trust, which are all advised by BOIA.

 

Name, Address, and

Year of Birth

  

Position(s) with
the Trust,
Term of Office,
and Length of
Time Served

  

Principal Occupation(s)

During

Past 5 Years

   Number of
Portfolios in
Fund Complex
Overseen by
Nominee3
  

Other Directorships

Held by Nominee

Independent Nominees

                

*William J. Armstrong

(1941)2

   Trustee, indefinite, since 2004   Retired. Vice President
& Treasurer of
Ingersoll-Rand Company (manufacturer of industrial equipment)
(1972-2000).		   70   None.

 

2

Name, Address, and

Year of Birth

  

Position(s) with
the Trust,
Term of Office,
and Length of
Time Served

  

Principal Occupation(s)

During

Past 5 Years

   Number of
Portfolios in
Fund Complex
Overseen by
Nominee3
  

Other Directorships

Held by Nominee

*Roland E. Eppley, Jr.

(1932)2

   Trustee, indefinite, since 2004   Retired.   70   Director Janel Hydro, Inc. (automotive) (1993-present).

John F. Finn

(1947)1

   N/A   President and Chief Executive Officer of Gardner, Inc. (wholesale distributor to outdoor power equipment industry)
(1975-present).		   60   Trustee of One Group and One Group Investment Trust
(60 portfolios)
1998-present; Director, Cardinal Health, Inc.
(1994-present).

*Dr. Matthew Goldstein

(1941)2

  

Trustee, indefinite,

since 2004

   Chancellor of the City University of New York,
(1999-present);
President, Adelphi University (New York) (1998-1999).		   70   Trustee of Bronx-Lebanon Hospital
Center
(1992-present); Director of New Plan Excel Realty Trust, Inc. (real estate investment trust) (2000-present); Director of Lincoln Center Institute for the Arts in Education (1999-present).

*Robert J. Higgins

(1945)2

  

Trustee, indefinite,

since 2004

   Retired Director of Administration of the State of Rhode Island (2003-2004); President—Consumer Banking and Investment Services Fleet Boston Financial
(1971-2002).		   70   Director of Providian Financial Corp. (banking)
(2002-present).

Peter C. Marshall

(1942)1

   N/A   Self-employed as business consultant
(2002-present);
Senior Vice President, W.D. Hoard, Inc. (corporate parent of DCI Marketing, Inc.) (publisher)
(2000-2002);
President, DCI Marketing, Inc. (1992-2000).		   60   Trustee of One Group and One Group Investment Trust (Chairman)
(60 portfolios)
(1985-present).

 

3

Name, Address, and

Year of Birth

  

Position(s) with
the Trust,
Term of Office,
and Length of
Time Served

  

Principal Occupation(s)

During

Past 5 Years

   Number of
Portfolios in
Fund Complex
Overseen by
Nominee3
  

Other Directorships

Held by Nominee

Marilyn McCoy

(1948)1

   N/A   Vice President of Administration and Planning, Northwestern University
(1985-present).		   60   Trustee of One Group and One Group Investment Trust
(60 portfolios)
(1999-present); Trustee, Carleton College
(2003-present); Trustee, Mather LifeWays
(1994-present).

*William G. Morton, Jr.

(1937)2

  

Trustee, indefinite,

since 2004

   Retired; Chairman Emeritus
(2001-2002), and Chairman and Chief Executive Officer, Boston Stock Exchange
(1985-2001).		   70   Director of Radio Shack Corporation (electronics)
(1987-present); Director of The Griswold Company (securities brokerage) (2002-2004); Director of The National Football Foundation and College Hall of Fame (1994-present); Trustee of the Berklee College of Music
(1998-present); Trustee of the Stratton Mountain School (2001-present).

Robert A. Oden, Jr.

(1946)1

   N/A   President, Carleton College
(2002-present); President, Kenyon College
(1995-2002).		   60   Trustee of One Group and One Group Investment Trust
(60 portfolios)
1997-present; Trustee, American University in Cairo.

*Fergus Reid, III

(1932)2

  

Trustee (Chairman), indefinite,

since 2004

   Chairman of Lumelite Corporation (plastics manufacturing)
(2003-present); Chairman and CEO of Lumelite Corporation
(1985-2002).		   70   Trustee of Morgan Stanley Funds
(209 portfolios)
(1995-present).

 

4

Name, Address, and

Year of Birth

  

Position(s) with
the Trust,
Term of Office,
and Length of
Time Served

  

Principal Occupation(s)

During

Past 5 Years

   Number of
Portfolios in
Fund Complex
Overseen by
Nominee3
  

Other Directorships

Held by Nominee

Frederick W. Ruebeck

(1939)1

   N/A   Adviser, Jerome P. Green & Associates, LLC (broker-dealer)
(2000-present); endowment fund manager, Wabash College
(2004 to present);
self-employed as a consultant (2000); Director of Investments, Eli Lilly and Company
(1988-1999).		   60   Trustee of One Group and One Group Investment Trust
(60 portfolios)
1990-present; Director, AMS Group (financial services)
(2001-present); Trustee, Wabash College (1988-present); Trustee, Seabury-Western Theological Seminary
(1993-present); Trustee, Indianapolis Symphony Foundation
(1994-present).

*James J. Schonbachler

(1943)2

  

Trustee, indefinite,

since 2004

   Retired; Managing Director of Bankers Trust Company (financial services)
(1968-1998).		   70   None.

Interested Nominee

                

*Leonard M. Spalding, Jr.+

(1935)2

  

Trustee, indefinite,

since 2004

   Retired; Chief Executive Officer of Chase Mutual Funds (investment company)
(1989-1998);
President & Chief Executive Officer of Vista Capital Management (investment management)
(1990-1998);
Chief Investment Executive of Chase Manhattan Private Bank (investment management)
(1990-1998).		   70   None.
1 The address for this Nominee is 1111 Polaris Parkway, Suite B2, Columbus, OH 43240.
2 The address for this Nominee is 522 Fifth Avenue, New York, NY 10036.
3 “Fund Complex” currently comprises the 70 portfolios of the JPMorgan Funds, 51 portfolios of the One Group Mutual Funds, and nine portfolios of One Group Investment Trust that were registered as of June 30, 2004. If the new Board is elected, it will oversee all funds in the Fund Complex.
+ Mr. Spalding is deemed to be an “interested person” due to his ownership of J.P. Morgan Chase stock.

 

The Trust’s Agreement and Declaration of Trust does not provide for the annual election of Trustees. However, in accordance with the 1940 Act, (i) the Trust will hold a shareholders’ meeting for the election of Trustees at such times as less than a majority of the Trustees holding office have been elected by shareholders, and (ii) if, after filling a vacancy on the Board of Trustees, less than two-thirds of the Trustees holding office would have been elected by the shareholders, that vacancy may only be filled by a vote of the shareholders.

 

If elected, each Nominee will serve an indefinite term, except that subject to shareholder approval of the Redomiciliation Agreement each Nominee will be subject to a retirement age of 73 (other than Messrs. Reid and Eppley who will be subject to a retirement age of 75).

 

5

Executive Officers

Officers of the Trust are appointed by the Board to oversee the day-to-day activities of the Trust. Information about the executive officers of the Trust, including their principal occupations during the past five years, is set forth in the Exhibit A. Each of these officers is also an officer and/or employee of JPMIM, BOIA or one of its affiliates. Certain of these officers are also officers and/or employees of BISYS Fund Services Inc.

 

Share Ownership

As of the Record Date, each of the Nominees and executive officers of the Trust beneficially owned, individually and collectively as a group, less than 1% of the outstanding shares of the Fund.

 

The following table sets forth the aggregate dollar range of equity securities owned by each Nominee of the Fund solicited by this Proxy Statement and of all funds in the Family of Investment Companies as of September 30, 2004. The information as to beneficial ownership is based on statements furnished by each Nominee.

 

     Dollar Range of Equity
Securities in the Fund
   

Aggregate Dollar
Range of Equity

Securities in All
Registered Investment

Companies Overseen
by Nominee in Family
of Investment
Companies*

Independent Nominees

          

William J. Armstrong

    None    None

Roland E. Eppley, Jr.

    None    None

John F. Finn

    None    None

Dr. Matthew Goldstein

    None    $10,001-$50,000

Robert J. Higgins

    None    None

Peter C. Marshall

    None    None

Marilyn McCoy

    None    None

William G. Morton, Jr.

    None    None

Robert A. Oden, Jr.

    None    None

Fergus Reid, III

    None    $1-$10,000

Frederick W. Ruebeck

    None    None

James J. Schonbachler

    None    $50,001-$100,000

Interested Nominee

          

Leonard M. Spalding, Jr.

    None    over $100,000
* Securities valued as of September 30, 2004

 

It is expected that the Board will meet at least quarterly at regularly scheduled meetings. During the period from January 30, 2004 to September 30, 2004, the Board met five times. Each incumbent Trustee attended at least 75% of the meetings of the Board held during the last fiscal year, including the meetings of the Board’s Audit Committee of which such Trustee was a member. The Trust does not hold annual meetings and therefore, the Board does not have a policy with regards to the attendance of Trustees at such meetings.

 

Legal Proceedings Relating to BOIA, Certain of its Affiliates and Certain of the Nominees

On June 29, 2004, BOIA entered into agreements with the SEC and the New York Attorney General (“NYAG”) in resolution of investigations conducted by the SEC and the NYAG into market timing of certain mutual funds advised by BOIA, possible late trading of certain of these funds and related matters. In this connection, BOIA or its affiliates agreed to pay disgorgement and a civil money penalty in an aggregate amount of $50 million. The settlement agreement with the NYAG also requires BOIA to reduce its management fee for certain series of One Group Mutual Funds. In addition, BOIA has agreed to undertakings relating to, among other things, governance and compliance initiatives. In addition to the matters involving the SEC and NYAG, various lawsuits have been filed against BOIA, the incumbent Trustees of One Group Mutual Funds (some of whom are also Nominees) and various affiliates of BOIA. The lawsuits generally relate to the same facts that were the subject of the SEC order and NYAG settlement discussed above and have been consolidated into two complaints filed in the United States District Court for the District of Maryland. These actions, one of which was filed as a putative class action on behalf of certain investors and one of which was filed as a derivative action on behalf of One Group Mutual Funds and its series, seek, among other things, compensatory damages, restitution,

 

6

disgorgement of unjustly earned profits, punitive damages, removal of the Trustees, removal of the One Group Funds’ investment advisers and distributor, rescission of the distribution and service plans adopted under Rule 12b-1 of the 1940 Act, and attorneys’ fees. None of these actions involve the Trust, the current Trustees, adviser or distributor.

 

Compensation

Each current Trustee of the Trust is paid an annual fee of $120,000 for serving as a Trustees of the Trust and the JPMorgan Funds Complex. Each is reimbursed for expenses incurred in connection with service as Chairman of the Board, Committee Chairman and Trustee. For his services as Chairman of the Board of the JPMorgan Funds, Mr. Reid is paid an additional $130,000. For services as Committee Chairmen, each of Messrs. Armstrong, Healey and Spalding is paid an additional $40,000.

 

Each current Trustee of One Group is currently paid for serving as a Trustee of One Group and One Group Investment Trust an annual retainer of $82,000, quarterly meeting fees of $10,000, special meeting fees of $6,000 for the first day and $4,000 for each day thereafter, $1,500 for telephonic meetings, and Committee fees in accordance with the following schedule:

 

Committee Description

    Annual
Retainer
    In-Person
compensation
rate
    Telephonic
compensation
rate
    Additional annual
compensation for
Committee
Chairman*
  

Audit Committee

    $ 4,000    $ 1,000    $ 500    $ 4,000  

Insurance Committee

    $ 6,000      n/a      n/a    $ 2,000 **

Governance Committee

    $ 6,000      n/a      n/a    $ 2,000  

Special Committees

      n/a    $ 1,500    $ 750      n/a  

Special Proxy Voting Committee

      n/a      n/a      n/a      n/a  

Nominations Committee

      n/a      n/a      n/a      n/a  
  * if the Committee Chairman is the Chairman of the Board this fee is waived.
** if the Committee Chairman is the sole member of the Committee, this fee is waived.

 

Each Trustee is also reimbursed for expenses incurred in connection with service as Chairman of the Board, Committee Chairman, and/or Trustee. For his services as Chairman of the Board of One Group, Mr. Marshall is paid an additional $41,000.

 

7

The Compensation Table below sets forth the total compensation paid to the Trustees from the Fund Complex. In the case of the former Trustees of the Trust, the compensation has been paid by the Trust for the fiscal year ended December 31, 2003. In the case of the current JPMorgan Funds Trustees, the compensation has been paid by the JPMorgan Funds for the twelve-month period ended December 31, 2003. In the case of the current One Group Trustees, the compensation has been paid by One Group for the fiscal year ended June 30, 2004 and by One Group Investment Trust for the fiscal year ended December 31, 2003. The Trust, Undiscovered Managers Funds and the JPMorgan Funds were separate Fund Complexes until January 31, 2004.

 

Name of Person, Position

    Aggregate
Compensation
From
the Trust
     Pension or
Retirement
Benefits
Accrued as
Part of Fund
Expenses
    Estimated
Annual
Benefits
Upon
Retirement
    Total
Compensation
From the Fund
Complex1

William J. Armstrong, Trustee+

    $ 0     N/A    N/A    $ 140,000

Ronald E. Eppley, Jr., Trustee+

      0     N/A    N/A      120,000

John F. Finn, Trustee*,3

      0     N/A    N/A      116,082

Dr. Matthew Goldstein, Trustee+

      0     N/A    N/A      90,000

Ann Maynard Gray, Trustee+,†

      0     N/A    N/A      120,000

Matthew Healey, Trustee+,†

      0     N/A    N/A      160,000

Robert J. Higgins, Trustee+

      0     N/A    N/A      120,000

Peter C. Marshall, Trustee*

      0     N/A    N/A      149,245

Marilyn McCoy, Trustee*,3

      0     N/A    N/A      113,353

William G. Morton, Jr., Trustee+

      0     N/A    N/A      90,000

Robert A. Oden, Jr., Trustee*,4

      0     N/A    N/A      116,082

Fergus Reid, III, Trustee+

      0     N/A    N/A      250,000

Frederick W. Ruebeck, Trustee*

      0     N/A    N/A      129,198

James J. Schonbachler, Trustee+

      0     N/A    N/A      120,000

Leonard M. Spalding, Jr., Trustee+

      0     N/A    N/A      126,667

Mark P. Hurley^

      0     N/A    N/A      0

Roger B. Keating^

    $ 1,000 2   N/A    N/A      11,000

Matthew J. Kiley^

    $ 1,000     N/A    N/A      11,000

Robert P. Schmermund^

    $ 1,000     N/A    N/A      11,000
* Trustee of One Group
+ Trustee of the Trust, JPMorgan Funds and Undiscovered Managers Funds
† JPMorgan Chase will compensate current Trustees of One Group, One Group Investment Trust and the JPMorgan Funds that do not stand for election to the new single Board at an annual rate of $122,000 for a number of years following February 19, 2005 equal to the shorter of (i) the period they otherwise would have served as Trustee until reaching mandatory retirement or (ii) three years.
^ Former Trustees of the Trust and Undiscovered Managers Funds, whose terms ended on January 30, 2004.
1 “Fund Complex” comprises the 51 portfolios of One Group, the nine portfolios of One Group Investment Trust and the 70 portfolios of the JPMorgan Funds that were registered as of June 30, 2004. Compensation from the One Group Funds in the “Fund Complex” is for the fiscal year ended June 30, 2004; compensation from the JPMorgan Funds and the One Group Investment Trust in the “Fund Complex” is for the 12 months ended December 31, 2003.
2 Deferred receipt of $1,000 of such compensation pursuant to the fee deferred arrangements.
3 All amounts were deferred compensation.
4 Includes $31,250 of deferred compensation

 

Standing Committees

The Board of Trustees of the Trust currently has four standing committees: the Audit, Valuation, Investment and Governance Committees. The Board does not have a Compensation Committee. The current members of the Board of Trustees of the Trust began serving in that capacity as of January 30, 2004. Consequently, no information is provided below regarding the operations of the Trust’s prior Board members.

 

The members of the Audit Committee are Messrs. Armstrong (Chairman), Eppley, Schonbachler. The purposes of the Audit Committee are: (i) to appoint and determine the compensation of the Trust’s independent accountants; (ii) to oversee the performance of the Trust’s audit, accounting and financial reporting policies, practices and internal controls; (iii) to approve non-audit services, as required by the statutes and regulations administered by the Securities and Exchange Commission, including the 1940 Act and Sarbanes-Oxley Act of 2002;

 

8

(iv) to oversee the quality and objectivity of the Trust’s independent auditors and full Board. The new Audit Committee took office on January 30, 2004 and, therefore, did not meet during the year ended December 31, 2003.

 

The members of the Valuation Committee are Mr. Healey (Chairman), and Ms. Gray. The function of the Valuation Committee is to assist the Board in its oversight of the valuation of the Trust’s securities by JPMIM, the adviser to the Trust. In instances in which the valuation procedures of the Trust require Board action, but it is impracticable or impossible to hold a meeting of the entire Board, the Valuation Committee will act in lieu of the full Board. The new Valuation Committee took office on January 30, 2004 and, therefore, did not meet during the year ended December 31, 2003.

 

The members of the Investment Committee are Messrs. Spalding (Chairman) and Goldstein. The function of the Investment Committee is to assist the Board in the oversight of the investment management services provided by JPMIM to the Trust. The full Board may delegate to the Investment Committee from time to time the authority to make Board level decisions on an interim basis when it is impractical to convene a meeting of the full Board of the Trust. The new Investment Committee took office on January 30, 2004 and, therefore, did not meet during the year ended December 31, 2003.

 

The members of the Governance Committee are Messrs. Reid (Chairman), Higgins and Morton. The responsibilities of the Governance Committee include: (i) the selection and nomination of persons for election and appointment as Trustees; (ii) review of shareholder correspondence to the Board; (iii) review of nominees recommended to the Board; (iv) review of Trustee compensation; and (v) the recommendation of counsel to the Trust and counsel to the Independent Trustees. The new Governance Committee took office on January 30, 2004 and, therefore, did not meet during the year ended December 31, 2003.

 

When evaluating a person as a potential nominee to serve as an Independent Trustee, the Governance Committee may consider, among other factors, (i) whether or not the person is “independent” and whether the person is other wise qualified under applicable laws and regulations to serve as a Trustee; (ii) whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of an Independent Trustee; (iii) the contribution that the person can make to the Boards and the JPMorgan Funds, with consideration being given to the person’s business experience, education and such other factors as the Committee may consider relevant; (iv) the character and integrity of the person; (v) the desirable personality traits, including independence, leadership and the ability to work with the other members of the Board; and (vi) consistency with the 1940 Act. The process of identifying nominees involves the consideration of candidates recommended by one or more of the following: current Independent Trustees, officers, shareholders and other sources that the Governance Committee deems appropriate. The Governance Committee will review nominees recommended to the Boards by shareholders and will evaluate such nominees in the same manner as it evaluate nominees identified by the Governance Committee. The Governance Committee has a charter, a current copy of which is attached as Exhibit C to this Proxy Statement.

 

Shareholder Approval: Election of the Nominees for Trustees, whose term of office will commence on or about February 19, 2005, must be approved by a plurality of the votes, cast in person or by proxy, at the Meeting at which a quorum exists. Forty percent (40%) of the shares of the Fund outstanding on the Record Date, present in person or represented by proxy, constitutes a quorum for the transaction of business at the Meeting with respect to the proposal.

 

Other Information

 

The Trust is a non-diversified, closed-end, management investment company organized in 2001 as a business trust under the laws of Massachusetts. The Fund’s shares have not been registered under the Securities Act of 1933, as amended, and are restricted as to transfer. The Fund seeks to achieve its objective principally by investing in partnerships and other investment vehicles advised by investment management firms selected by the sub-adviser.

 

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF

THE NOMINEES TO THE BOARD OF TRUSTEES.

 

GENERAL INFORMATION ABOUT THE FUND

 

Management and Other Service Providers

Set forth below is a description of the current service providers of the Trust.

 

Investment Adviser and Sub-Adviser

J.P. Morgan Investment Management Inc. (“JPMIM”) is the investment adviser to the Fund. JPMIM is located at 522 Fifth Avenue, New York, New York 10036. JPMIM is a wholly owned subsidiary of J.P. Morgan

 

9

Fleming Asset Management Holdings, Inc., which is a wholly owned subsidiary of JPMorgan Chase & Co., a bank holding company. Cadogan Management, L.L.C. is the sub-adviser and makes the day-to-day investment decisions for the Fund. Cadogan Management, L.L.C., is located at 414 East 75th Street, 3rd Floor, New York, New York 10021.

 

Set forth in Exhibit B is certain information with respect to the executive officers and directors of JPMIM.

 

Administrator

JPMorgan Chase Bank, 4 Chase MetroTech Center, Brooklyn, New York 11245 serves as administrator for the Trust. One Group Administrative Services, Inc. (“OGA”), 1111 Polaris Parkway, Columbus, Ohio 43271, effective February 19, 2005, will serve as the administrator. OGA is an affiliate of JPMIM, the investment adviser to the JPMorgan Funds, and BOIA, the investment adviser to the One Group Funds, and an indirect wholly-owned subsidiary of JPMorgan Chase & Co.

 

Custodian and Fund Accounting Agent

 

JPMorgan Chase Bank, 4 Chase MetroTech Center, Brooklyn, NY 11245, will continue to serve as the Fund’s Custodian and Fund Accounting Agent. JPMorgan Chase Bank is an affiliate of JPMIM and OGA.

 

Placement Agent

J.P. Morgan Institutional Investments, Inc., 522 Fifth Avenue, New York, New York, 10036 is the Fund’s placement agent.

 

Transfer Agency

DST Systems, Inc. 210 West 10th Street, Kansas City, Missouri 64105 currently serves as the transfer agent. Boston Financial Data Services, 66 Brooks Drive, Braintree, MA 02184, effective February 19, 2005, will act as the Fund’s transfer agent.

 

Independent Auditors

The firm of PricewaterhouseCoopers LLP (“PwC”) has been selected as independent auditors of the Trust for the current fiscal year.1 PwC, in accordance with Independence Standards Board Standard No. 1 (ISB No. 1), has confirmed to the Audit Committee that they are independent auditors with respect to the Fund. Certain information concerning the fees and services provided by PwC to the Fund and to JPMIM and its affiliates for the most recent fiscal years of the Funds is provided below. For purposes of the following information, JPMIM, and any entity controlling, controlled by or under common control with JPMIM that provides ongoing services to the Fund, are referred to as “Service Affiliates.” The term Service Affiliates does not include any entities that may now be considered to be affiliates of the Fund or JPMIM solely as a result of the merger between Bank One Corporation and J.P. Morgan Chase.

 

(1)    Audit Fees. The aggregate fees billed for each of the last two fiscal years (the “Reporting Periods”) for the Fund, relating to professional services rendered by Deloitte & Touche LLP (“Deloitte”) for 2002 and PwC for 2003 for the audit of the Trust’s annual financial statements, or services that are normally provided by PwC in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were as follows.

 

Fiscal Year Ended

    Audit Fees

12/31/02

    $ 45,000

12/31/03

    $ 40,000

 

(2)    Audit-Related Fees. There were no audit-related fees for the Fund during the Reporting Periods. The aggregate fees billed in the Reporting Periods for assurance and related services by Deloitte for 2002 and PwC for 2003 to any Service Affiliates that were reasonably related to the performance of the annual audit of the Service Affiliates for the last two fiscal year ends were as follows.

 

Fiscal Year Ended

    Audit-
Related Fees

12/31/02

    $ 0

12/31/03

    $ 0

 

1 PWC served as the Fund’s independent auditors for the fiscal year ended December 31, 2003. Deloitte and Touche LLP (“Deloitte”) served as the Fund’s independent auditors for the fiscal year ended December 31, 2002.

 

10

(3)    Tax Fees. The aggregate fees billed to the Fund in the Reporting Periods for professional services rendered by Deloitte for 2002 and PwC for 2003 for review or preparation for U.S. federal, state, local and excise tax returns (“Tax Services”) for the last two fiscal year ends were as follows:

 

Fiscal Year Ended

    Tax Fees

12/31/02

    $ 13,500

12/31/03

    $ 9,000

 

These services consisted of review or preparation of U.S. federal, state, local and excise tax returns. There were no fees billed in the Reporting Periods for Tax Services by PwC to Service Affiliates.

 

(4)    All Other Fees. There were no other fees billed in the Reporting Periods for products and services provided by Deloitte for 2002 and PwC for 2003 to the Fund, or services provided to Service Affiliates other than the services reported above.

 

The aggregate non-audit fees billed by Deloitte for services rendered to the Fund and to the Service Affiliates for the last two calendar year ends were $13,500 in 2002 and $0 in 2003.

 

In pre-approving any non-audit services provided to Service Affiliates after May 6, 2003, the Audit Committee determined that such services were compatible with maintaining PwC’s independence.

 

The Audit Committee of the Trust has adopted pre-approval policies and procedures relating to services to be provided by PwC. In addition to pre-approving any services to be provided by PwC to the Registrant, the Audit Committee considers and approves any non-audit services to be provided to the Service Affiliates by PwC and the fees to be charged for such non-audit services. Pre-approval considerations include whether the proposed services are compatible with maintaining PwC’s independence. The Chairman of the Audit Committee has been given the authority to pre-approve permissible non-audit services.

 

SECTION 16(A) BENEFICIAL REPORTING COMPLIANCE

 

Section 30(h) of the Investment Company Act and Section 16(a) of the Securities Exchange Act of 1934 require the Trust’s officers and Trustees and certain other persons to file reports of ownership of, and transactions in, the Fund’s shares with the Securities and Exchange Commission. Copies of the required filings must also be furnished to the Fund. Based solely on its review of written representations from certain reporting persons, the Fund believes that, during the fiscal year ended December 31, 2003, all such applicable filing requirements were met.

 

OTHER BUSINESS

 

No Other Matters

The Board does not intend to present any other business at the Meeting. If, however, any other matters are properly brought before the Meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with their judgment.

 

Shareholder Proposals

The Funds do not hold annual shareholder meetings. Any shareholder proposal intended to be presented at any future meeting of shareholders must be received by the Funds at their principal office a reasonable time before the solicitation of proxies for such meeting in order for such proposal to be considered for inclusion in that Proxy Statement relating to such meeting.

 

Shareholder Communications with the Board

Shareholders of the Trust that wish to send communications to the Boards of Trustees or the specific members of the Board should submit the communication in writing to the attention of the Secretary of the UM Investment Trust at 522 Fifth Avenue, New York, New York 10036, identifying the correspondence as intended for the Board of Trustees of the Trust or a specified member of the Board. The Secretary will maintain a copy of any such communication and will promptly forward it to the Governance Committee no less frequently than monthly. The Governance Committee will periodically review such communication and will determine how to respond. Other members of the Board will receive, no less frequently than quarterly. A summary of all shareholder communications received during the prior quarter, which summary will identify the substance of such communications.

 

11

VOTING INFORMATION

 

This Proxy Statement is furnished in connection with a solicitation of proxies by the Board to be used at the Meeting. This Proxy Statement, along with a Notice of the Meeting and Proxy Card, is first being mailed to shareholders of the Trust on or about November 10, 2004. Only shareholders of record as of the close of business on the Record Date, October 27, 2004, will be entitled to notice of, and to vote at, the Meeting or any adjournments or postponements thereof. If the enclosed form of Proxy Card is properly executed and returned in time to be voted at the Meeting, the proxies named therein will vote the shares represented by the proxy in accordance with the instructions marked thereon. Unmarked but properly executed Proxy Cards will be voted FOR the proposal. A proxy may be revoked at any time before or at the Meeting by written notice to the Secretary of the Trust at the address on the cover of the Proxy Statement or by attending and voting at the Meeting. Unless revoked, all valid and executed proxies will be voted in accordance with the specifications thereon or, in the absence of such specifications, FOR the election of thirteen (13) Trustees.

 

Quorum & Voting Requirement

Forty percent (40%) of the shares of the Trust outstanding on the Record Date, present in person or represented by proxy, constitutes a quorum for the transaction of business with respect to the proposal to elect the Nominees. The Nominees for election as Trustees at the Meeting will be elected by a plurality of the shares voted at the Meeting for the election of Trustees. If all of the Nominees for election as Trustees are not elected, the Trustees will consider what other actions to take in the best interest of the Fund.

 

ADJOURNMENTS

 

In the event that sufficient votes to approve the proposal are not received, whether or not a quorum is present, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require an affirmative vote by the holders of more than 50% of the total number of shares present in person or by proxy and entitled to vote at the Meeting. In determining whether to adjourn the Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to shareholders with respect to the reasons for the solicitation. In addition, if, in the judgment of the persons named as proxies, it is advisable to defer action on one or more proposals, the persons named as proxies may propose one or more adjournments of the Meeting with respect to such proposal or proposals for a reasonable period or periods. For purposes of calculating a vote to adjourn the Meeting, any broker non-votes received will be excluded from the denominator of the calculation of the number of votes required to approve any proposal to adjourn a meeting. The persons named as proxies will vote upon such adjournment after consideration of the best interests of all shareholders.

 

EFFECT OF ABSTENTIONS AND BROKER “NON-VOTES”

 

For purposes of determining the presence of a quorum for transacting business at the Meeting, abstentions and “broker non-votes” will have no effect on the proposal, for which the required vote is a plurality of the votes cast. “Broker non-votes” are shares held by brokers or Nominees as to which (i) the broker or nominee does not have discretionary voting power and (ii) the broker or nominee has not received instructions from the beneficial owner or other person who is entitled to instruct how the shares will be voted.

 

PROXY SOLICITATION

 

Proxies are being solicited by mail. Additional solicitations may be made by telephone, e-mail, or other personal contact by officers or employees of One Group and its affiliates or by proxy soliciting firms retained by the Fund. JPMIM and BOIA have retained Investor Connect, a proxy solicitor, to assist in the solicitation of Proxy Cards primarily by contacting shareholders by telephone and facsimile. By contract with JPMIM and BOIA, Investor Connect, among other things, will be: (i) required to maintain the confidentiality of all shareholder information; (ii) prohibited from selling or otherwise disclosing to any third party shareholder information; and (iii) required to comply with applicable state telemarketing laws. The cost of retaining such proxy solicitor is expected to be in excess of $100,000. The cost of retaining such proxy solicitor will be deemed an expense relating to the Meeting. In addition, JPMIM and BOIA may reimburse persons holding shares in their names or names of their nominees for expenses incurred in forwarding solicitation material to their beneficial owners. The cost of the solicitation will be borne by JPMIM, BOIA and their affiliates.

 

As the meeting date approaches, shareholders of the Fund may receive a call from a representative of JPMIM, an affiliate of JPMIM, or Investor Connect if the Funds have not yet received their vote. Authorization to permit JPMIM, an affiliate of JPMIM or Investor Connect to execute proxies may be obtained by telephonic or

 

12

electronically transmitted instructions from Fund shareholders. Proxies that are obtained telephonically will be recorded in accordance with the procedures set forth below. Management of the Fund believes that these procedures are reasonably designed to ensure that the identity of the shareholder casting the vote is accurately determined and that the voting instructions of the shareholder are accurately determined. In all cases where a telephonic proxy is solicited, JPMIM, an affiliate of JPMIM, or an Investor Connect representative is required to ask the shareholder for the shareholder’s full name, address, social security number or employer identification number, title (if the person giving the proxy is authorized to act on behalf of an entity, such as a corporation), the number of shares owned, and to confirm that the shareholder has received this Proxy Statement in the mail.

 

If the shareholder information solicited agrees with the information provided to JPMIM, an affiliate of JPMIM, or Investor Connect by the Fund, JPMIM, an affiliate of JPMIM or an Investor Connect representative has the responsibility to explain the process, read the proposals listed on the Proxy Card, and ask for the shareholder’s instructions on each proposal. The representative of JPMIM, an affiliate of JPMIM, or Investor Connect, although permitted to answer questions about the process, are not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement. JPMIM, an affiliate of JPMIM, or Investor Connect will record the shareholder’s instructions on the Proxy Card. Within 72 hours, JPMIM, an affiliate of JPMIM, or an Investor Connect representative will send the shareholder a letter or mailgram to confirm the shareholder’s vote and asking the shareholder to call JPMIM, an affiliate of JPMIM, or Investor Connect immediately if the shareholder’s instructions are not correctly reflected in the confirmation.

 

SHARE INFORMATION

 

As of the Record Date, October 27, 2004, the number of shares outstanding and entitled to vote for the UM Multi-Strategy Fund at the Meeting were 7,386,218.

 

FUND SHARES OWNED BY CERTAIN BENEFICIAL OWNERS

 

No persons or entities owned beneficially or of record 5% or more of the outstanding shares of the Fund as of the Record Date.

 

13

EXHIBIT A

 

CURRENT EXECUTIVE OFFICERS OF THE TRUST

 

Name

(Year of Birth)

   

Positions with
JPM Funds

   

Principal Occupations During Past 5 Years

George C.W. Gatch

(1962)

    President
since 2004		    Managing Director, JPMIM; CEO and President of the J.P. Morgan and One Group Funds. An employee since 1986, George leads the firm’s U.S. mutual fund and financial intermediary business. He was previously president and CEO of DKB Morgan, a Japanese mutual fund company, which was a joint venture between J.P. Morgan and Dai-Ichi Kangyo Bank. Prior to working in Japan, George established J.P. Morgan Investment Management’s sub-advisory and institutional mutual funds business. He has also held numerous positions throughout the firm in business management, marketing and sales.

Robert L. Young

(1963)

    Senior Vice President
since 2004		    Chief Operating Officer of the JPMorgan Funds (August 2004 to present) and One Group Mutual Funds from November 2001 until present. From October 1999 to present, Vice President and Treasurer, One Group Administrative Services, Inc., and Vice President and Treasurer, One Group Dealer Services, Inc.

Patricia A. Maleski

(1960)

    Vice President and Chief Administrative Officer
since 2004		    Vice President, JPMIM; Previously, Treasurer, JPMorgan Funds and Head of Funds Administration and Board Liaison. Prior to joining J.P. Morgan Chase & Co. in 2001, Ms. Maleski was the Vice President of Finance for the Pierpont Group, Inc., a service provider to the Board of Directors/Trustees of the JPMorgan Funds.

Wayne H. Chan

(1965)

    Secretary since 2004    Vice President and Assistant General Counsel, JPMIM, since September 2002; Prior to joining J.P. Morgan Chase & Co., Mr. Chan was an associate at the law firms of Shearman & and Sterling from May 2001 through September 2002; Swidler Berlin Shereff Friedman LLP from June 1999 through May 2001 and Whitman Breed Abbott & Morgan LLP from September 1997 through May 1999.

Stephanie J. Dorsey

(1969)

    Treasurer
since 2004		    Director of Mutual Fund Administration, One Group Administrative Services, since January 2004; Ms. Dorsey worked for Bank One Corporation (now known as JPMorgan Chase & Co.) from January 2003 to January 2004. Prior to joining Bank One Corporation, she was a Senior Manager at PricewaterhouseCoopers LLP from September 1992 through December 2002.

Jessica K. Ditullio

(1962)

    Assistant Secretary since 2004    From August 1990 to present, various attorney positions for Bank One Corporation (now known as JPMorgan Chase & Co.)

Nancy E. Fields

(1949)

   Assistant Secretary since 2004    From October 1999 to present, Director, Mutual Fund Administration, One Group Administrative Services, Inc. and Senior Project Manager, Mutual Funds, One Group Dealer Services, Inc. From July 1999 to October 1999, Project Manager, One Group, Banc One Investment Advisors Corporation.

Alaina V. Metz

(1967)

    Assistant Secretary
since 2004		    From June 1995 to present, Vice President, BISYS Fund Service Inc.

Martin Dean

(1963)

    Assistant Secretary
since 2004		    Vice President Regulatory Services of BISYS Fund Services, Inc.

Arthur Jensen

(1966)

    Assistant Secretary
since 2004		    Vice President of Financial Services of BISYS Fund Services, Inc., since June 2001; formerly Section Manager at Northern Trust Company and Accounting Supervisor at Allstate Insurance Company.

 

A-1

Name

(Year of Birth)

   

Positions with
JPM Funds

   

Principal Occupations During Past 5 Years

Christopher D. Walsh

(1965)

    Assistant Treasurer
since 2004		    Vice President, JPMIM; Mr. Walsh manages all aspects of institutional and retail mutual fund administration and vendor relationships within the mutual funds, commingled/ERISA Funds, 3(c)(7) funds, hedge funds and LLC products. Prior to joining JPMorgan in 2000, he was a director from 1996 to 2000 of Mutual Fund Administration at Prudential Investments.

Paul DeRusso

(1954)

    Assistant Treasurer
since 2004		    Vice President, JPMIM; Manager of the Budgeting and Expense Group of the Funds Administration Group.

Mary Squires

(1955)

    Assistant Treasurer
since 2004		    Vice President, JPMIM; Ms. Squires has held numerous financial and operations positions supporting the J.P. Morgan Chase organization complex.

Stephen M. Ungerman

(1953)

   

Chief Compliance Officer

since 2004

    Vice President, JPMIM; Previously, head of Fund Administration—Pooled Vehicles. Prior to joining J.P. Morgan Chase & Co., in 2000, he held a number of senior positions in Prudential Financial’s asset and management business, including Associate General Counsel, Tax Director and Co-head of Fund Administration Department. Mr. Ungerman was also the Assistant Treasurer of all mutual funds managed by Prudential.

 

A-2

EXHIBIT B

 

EXECUTIVE OFFICERS AND DIRECTORS OF J.P. MORGAN INVESTMENT MANAGEMENT INC. (JPMIM)

 

Name and Address*

  

Principal Occupation

Mark B. White

   Head of International Business for JPMFAM, Director, Managing Director

Evelyn V. Guernsey

   President, Director, Managing Director

George C.W. Gatch

   Director, Managing Director

Seth P. Bernstein

   Global Head of Fixed Income, Managing Director

Lawrence M. Unrein

   Director, Managing Director

Martin R. Porter

   Global Head of Equities, Managing Director

Andrew Spencer

   Chief Investment Officer of U.S. Retail Business, Managing Director

Anthony M. Roberts

   Head of Legal, Managing Director

Francis X. Curley

   Chief Compliance Officer, Vice President
* The business address for each officer and director is 522 Fifth Avenue, New York, New York 10036.

 

B-1

EXHIBIT C

 

UM INVESTMENT TRUST

GOVERNANCE COMMITTEE CHARTER

 

Organization

There shall be a committee of the Boards of Trustees (the “Boards”) of the UM Investment Trust (the “Funds”) to be known as the Governance Committee (the “Committee”). The Committee shall be composed solely of Trustees who are not “interested persons” of the Funds (“Independent Trustees”). The Chairman of the Boards shall determine the number of Committee members, shall nominate the members of the Committee and shall appoint the Chairperson of the Committee, subject to the approval of the full Boards. The Chairperson of the Committee shall set the agenda for, and preside at, each meeting of the Committee and shall engage in such other activities on behalf of the Committee as shall be determined from time to time by the Committee.

 

Meetings

The Committee may meet either on its own or in conjunction with meetings of the Boards of the Funds. Meetings of the Committee may be held in person, by video conference or by conference telephone. Where appropriate, the Committee may take action by unanimous written consent in lieu of a meeting.

 

Responsibilities

The duties of the Committee are:

 

  • to select and nominate persons for election or appointment as Trustees including Independent Trustees and Trustees who are interested persons of the Funds (i) as additions to the Boards, (ii) to fill vacancies which, from time to time, may occur in the Boards and (iii) for election by Funds shareholders at meetings called for the election of Trustees;

 

  • to review from time to time the compensation payable to the Independent Trustees and to make recommendations to the Boards with respect thereto;

 

  • to review and evaluate from time to time the functioning of the Boards and the various committees of the Boards and to make recommendations to the Boards with respect thereto;

 

  • to select independent legal counsel to the Independent Trustees and recommend the retention of such counsel to the Independent Trustees;

 

  • to consult with independent counsel for the Independent Trustees so that it may be apprised of regulatory developments affecting governance issues;

 

  • to select legal counsel to the Funds and recommend the retention of such counsel to the Independent Trustees; and

 

  • to review from time to time shareholder correspondence to the Boards.

 

Nomination of Independent Trustees

After a determination by the Committee that a person should be nominated as an additional Independent Trustee, or as soon as practical after a vacancy occurs or it appears that a vacancy is about to occur for an Independent Trustee position on any of the Boards, the Committee shall nominate a person for appointment by a majority of the members of the Boards to add to the Boards or to fill the vacancy. Prior to a meeting of the shareholders of the Funds called for the purpose of electing Independent Trustees, the Committee shall nominate one or more persons for election as Independent Trustees at such meeting.

 

Evaluation by the Committee of a person as potential nominee to serve as an Independent Trustee should include (but need not be limited to):

 

  • upon advice of independent legal counsel to the Boards, whether or not the person is “independent” and whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee of the Funds;

 

  • whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of an Independent Trustee;

 

  • the contribution which the person can make to the Boards and the Funds, with consideration being given to the person’s business experience, education and such other factors as the Committee may consider relevant;

 

C-1

  • the character and integrity of the person;

 

  • desirable personality traits of the individual including independence, leadership and the ability to work with the other members of the Boards; and

 

  • consistent with the Investment Company Act of 1940, as amended (the “1940 Act”), the Committee may consider recommendations from management in its evaluation process as it deems appropriate.

 

The Committee shall review nominees recommended to the Board by shareholders and shall evaluate such nominees in the same manner as it evaluates nominees identified by the Committee.

 

As long as any Class of any Fund is subject to any provision of the 1940 Act and/or any rule or regulation adopted thereunder that requires that the selection and nomination of the Independent Trustees of a Fund be limited solely to the discretion of the Independent Trustees, the Committee shall comply with such requirements.

 

In seeking out potential nominees and in nominating persons to serve as Independent Trustees of the Funds, the Committee shall not discriminate against any person based on his or her race, religion, national origin, sex, physical disability and other factors not relevant to the person’s ability to serve as a Independent Trustee.

 

Review of Compensation

At least annually, the Committee shall review and recommend the amount of compensation payable to the Independent Trustees and other Trustees who are not employees of any adviser or principal underwriter of any Fund and report its findings and recommendation to the Boards. Compensation shall be based on the responsibilities and duties of the Independent and such other Trustees and the time required to perform these duties. The Committee shall also make recommendations to the Boards regarding matters related to compensation, including deferred compensation plans, and policies for the Independent and such other Trustees, and shall monitor any and all such policies and deferred compensation plans.

 

Evaluation Function

The Committee shall consider, be responsible for and implement any periodic evaluation process of the Boards and all committees of the Boards.

 

Selection of Counsel

The Committee shall consider and oversee the selection of independent legal counsel to the Independent Trustees in accordance with Rule 0-1(a)(6) under the 1940 Act and recommend such counsel to the Independent Trustees. In making such selection the Committee will examine and monitor such legal counsel’s client relationships in order to ascertain continued independence.

 

Shareholder Communication

The Committee will review shareholder correspondence to the Boards. Shareholders wishing to send communications to any of the Boards of Trustees or specific members of the such Boards of Trustees will be directed to submit communications only in written form. All such shareholder communications should clearly identify the specific Boards or specific Board members to which each communication is directed and should be sent to the attention of the Trust’s Secretary, at 522 Fifth Avenue, New York, New York 10036 in the first instance. The Trust’s Secretary will maintain a copy of any such communication and promptly forward each such communication to the Committee no less frequently than monthly. The Committee will periodically review such communications and determine how to respond. Other Board members will receive, no less frequently than quarterly, a summary of all shareholders communications received during the prior quarter, which summary shall specifically identify the substance of all such communications.

 

Review of Committee and Charter

The Committee shall periodically review the role of the Committee and this Charter and make recommendations to the Independent Trustees with respect thereto.

 

Maintenance of Charter

Each Fund shall maintain and preserve in an easily accessible place a copy of the Committee Charter established for the Fund and any modification to the Charter.

 

Effective: July 15, 2004

 

C-2

 

UMIT14A-10

[Form of Proxy Card]

 

PRELIMINARY PROXY MATERIALS—FOR SEC USE ONLY

 

PROXY CARD

 

UM INVESTMENT TRUST

 

UM Multi-Strategy Fund

 

SPECIAL MEETING OF SHAREHOLDERS

 

January 20, 2005

 

The undersigned hereby appoints Robert L. Young, Patricia A. Maleski, Scott E. Richter and Andrew P. LeChard, as his or her attorney and proxy with full power of substitution to vote and act with respect to all shares of the separate investment series (the “Fund”) listed above of the UM Investment Trust (the “Trust”), applicable, held by the undersigned at the Special Meeting of Shareholders of the Fund to be held at 9:00 a.m., Eastern Time, on January 20, 2005, at 522 Fifth Avenue, New York, New York 10036, and at any adjournment or postponement thereof (the “Meeting”), and instructs each of them to vote as indicated on the matters referred to in the Proxy Statement for the Meeting, receipt of which is hereby acknowledged, with discretionary power to vote upon such other business as may properly come before the Meeting.

 

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE UM INVESTMENT TRUST. The Board of Trustees recommends that you vote FOR THE PROPOSAL.

 

PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE .

 

Note: Please sign exactly as your name appears on this proxy. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. When signing as attorney, executor, administrator, trustee, guardian or corporate officer, please give your full title. The undersigned authorizes the proxies to vote and otherwise represent the undersigned on any other matter that may properly come before the Meeting or any adjournment or postponement thereof in the discretion of the proxies.

 

Recipient of the Notice of Special Meeting and Proxy Statement is hereby acknowledged.

 

IF YOUR ADDRESS HAS CHANGED, PROVIDE
YOUR NEW ADDRESS.		     

CONTROL NUMBER:

     

NUMBER OF SHARES HELD ON THE RECORD
DATE:

     
   

Shareholder sign here

   

Co-Owner sign here

   

Print Name and Title (if applicable)

   

Print Name and Title (if applicable)

 

PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE

x PLEASE MARK VOTE AS IN THIS EXAMPLE

 

     FOR
ALL
    AGAINST
ALL
    WITHHOLD*

Proposal 1:

The election of the following thirteen (13) Trustees as
Trustees for the UM Investment Trust:

    ¨      ¨      ¨  

1.      William J. Armstrong

2.      Roland R. Eppley, Jr.

3.      John F. Finn

4.      Dr. Matthew Goldstein

5.      Robert J. Higgins

6.      Peter C. Marshall

7.      Marilyn McCoy

8.      William G. Morton, Jr.

9.      Robert A. Oden, Jr.

10.    Fergus Reid, III

11.    Frederick W. Ruebeck

12.    James J. Schonbachler

13.    Leonard M. Spalding, Jr

                            
* INSTRUCTION: To withhold authority to vote for any individual nominee(s), write the number(s) assigned to such nominee(s) above on the line below.
                                                                                                                      

 

This proxy will be voted as specified. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR EACH NOMINEE.

 

In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the meeting.

 

Or, vote by telephone. It’s fast, convenient, and immediate!

 

Call toll-free on a touch-tone phone. Follow these four easy steps:

 

1. Read the accompanying combined proxy statement.

 

2. Call the toll-free number (there is no charge for this call) 800-762-8493.

 

3. Enter your control number located on your Proxy Card.

 

4. Follow the recorded instructions.

 

Or, vote by internet. it’s fast, convenient, and your vote is immediately confirmed and posted.

 

Follow these four easy steps:

 

1. Read the accompanying combined proxy statement/prospectus.

 

2. Go to the website; http://www.proxyweb.com.

 

3. Enter your control number located on your Proxy Card.

 

4. Follow the instructions provided.

 

Your vote is important! Call or visit the website anytime!

 

Do not return your Proxy Card if you are voting by telephone or internet.

 

Detach card