UNDER
THE SECURITIES ACT OF 1933 |
☒ |
Pre-Effective Amendment No. | ☐ |
Post-Effective Amendment No. 587 | ☒ |
UNDER
THE INVESTMENT COMPANY ACT OF 1940 |
☒ |
Amendment No. 588 | ☒ |
Anthony
Geron, Esq. JPMorgan Chase & Co. 4 New York Plaza New York, New York 10004 |
Jon
S. Rand, Esq. Dechert LLP 1095 Avenue of the Americas New York, NY 10036 |
☐ | immediately upon filing pursuant to paragraph (b) |
☒ | 60 days after filing pursuant to paragraph (a)(1) |
☐ | 75 days after filing pursuant to paragraph (a)(2) |
☐ | on (date) pursuant to paragraph (b) |
☐ | on pursuant to paragraph (a)(1) |
☐ | on (date) pursuant to paragraph (a)(2) |
☐ | The post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Per share operating performance | ||||||||
Investment operations | Distributions | |||||||
|
Net asset value, beginning of period |
Net investment income (loss) |
Net
realized and unrealized gains (losses) on investments |
Total from investment operations |
Net investment income |
Net realized gain |
Total distributions | |
Prime Money Market Fund* | ||||||||
Capital | ||||||||
Six Months Ended August 31, 2018 (Unaudited) | $1.0001 | 0.0096(b) | $ 0.0002 | $ 0.0098 | $(0.0096) | $— | $(0.0096) | |
Year Ended February 28, 2018 | 1.0004 | 0.0122 (b) | (0.0004) | 0.0118 | (0.0121) | — (c) | (0.0121) | |
Year Ended February 28, 2017 | 1.0000 | 0.0047 (b) | 0.0014 | 0.0061 | (0.0057) | — (c) | (0.0057) | |
Year Ended February 29, 2016 | 1.00 | — (b)(d) | — (d) | — (d) | — (d) | — (d) | — (d) | |
Year Ended February 28, 2015 | 1.00 | — (d) | — (d) | — (d) | — (d) | — (d) | — (d) | |
Year Ended February 28, 2014 | 1.00 | — (d) | — (d) | — (d) | — (d) | — (d) | — (d) |
(a) | Includes earnings credits and interest expense, if applicable, each of which is less than 0.005% unless otherwise noted. |
(b) | Calculated based upon average shares outstanding. |
(c) | Amount rounds to less than $0.00005. |
(d) | Amount rounds to less than $0.005. |
* | The Prime Money Market Fund began utilizing a floating NAV calculated to four decimal places on October 3, 2016. |
Ratios/Supplemental data | ||||||
Ratios to average net assets | ||||||
Net asset value, end of period |
Total return |
Net assets, end of period (000’s) |
Net expenses (a) |
Net investment income (loss) |
Expenses without waivers, reimbursements and earnings credits |
|
$ 1.0003 | 0.99% | $ 26,619,279 | 0.18% | 1.91% | 0.21% | |
1.0001 | 0.01 | 24,654,174 | 0.00 | 0.01 | 0.21 | |
1.0004 | 0.61 | 20,091,103 | 0.17 | 0.47 | 0.21 | |
1.00 | 0.14 | 64,690,852 | 0.18 | 0.14 | 0.21 | |
1.00 | 0.05 | 66,140,350 | 0.18 | 0.05 | 0.21 | |
1.00 | 0.06 | 68,193,741 | 0.18 | 0.06 | 0.21 |
Per share operating performance | ||||||||
Investment operations | Distributions | |||||||
|
Net asset value, beginning of period |
Net investment income (loss) |
Net
realized and unrealized gains (losses) on investments |
Total from investment operations |
Net investment income |
Net realized gain |
Total distributions | |
U.S. Government Money Market Fund | ||||||||
Capital | ||||||||
Six Months Ended August 31, 2018 (Unaudited) | $1.00 | $ 0.01(b) | $— (c) | $ 0.01 | $(0.01) | $— | $(0.01) | |
Year Ended February 28, 2018 | 1.00 | 0.01 (b) | — (c) | 0.01 | (0.01) | — (c) | (0.01) | |
Year Ended February 28, 2017 | 1.00 | — (b)(c) | — (c) | — (c) | — (c) | — (c) | — (c) | |
Year Ended February 29, 2016 | 1.00 | — (b)(c) | — (c) | — (c) | — (c) | — (c) | — (c) | |
Year Ended February 28, 2015 | 1.00 | — (c) | — (c) | — (c) | — (c) | — (c) | — (c) | |
Year Ended February 28, 2014 | 1.00 | — (c) | — (c) | — (c) | — (c) | — (c) | — (c) |
(a) | Includes earnings credits and interest expense, if applicable, each of which is less than 0.005% unless otherwise noted. |
(b) | Calculated based upon average shares outstanding. |
(c) | Amount rounds to less than $0.005. |
Ratios/Supplemental data | ||||||
Ratios to average net assets | ||||||
Net asset value, end of period |
Total return |
Net assets, end of period (000’s) |
Net expenses (a) |
Net investment income (loss) |
Expenses without waivers, reimbursements and earnings credits |
|
$1.00 | 0.83% | $ 72,447,267 | 0.18% | 1.64% | 0.21% | |
1.00 | 0.89 | 92,747,537 | 0.18 | 0.88 | 0.21 | |
1.00 | 0.33 | 86,200,153 | 0.14 | 0.35 | 0.21 | |
1.00 | 0.04 | 28,046,995 | 0.14 | 0.04 | 0.21 | |
1.00 | 0.01 | 32,973,407 | 0.07 | 0.01 | 0.21 | |
1.00 | 0.01 | 25,817,838 | 0.09 | 0.01 | 0.21 |
Class | Net Expense Ratio | Gross Expense Ratio | |||
JPMorgan U.S. Government Money Market Fund | Academy | 0.18% | 0.21% | ||
JPMorgan Prime Money Market Fund | Academy | 0.18% | 0.21% |
• | On August 1, 2018, you invest $10,000 in the Fund and you will hold the shares for the entire 10 year period; |
• | Your investment has a 5% return each year; |
• | The Fund’s operating expenses remain at the levels discussed below and are not affected by increases or decreases in Fund assets over time; |
• | At the time of purchase, any applicable initial sales charges (loads) are deducted; and |
• | There is no sales charge (load) on reinvested dividends. |
• | The annual costs are calculated using the Net Expense Ratios for the period through the expiration of any fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIM and/or its affiliates; and the Gross Expense Ratios thereafter. |
JPMorgan Prime Money Market Fund | ||||
Academy Shares | ||||
Period Ended | Annual
Costs |
Gross
Cumulative Return |
Net
Cumulative Return |
Net
Annual Return |
June 30, 2020 | $ 18 | 5.00% | 4.82% | 4.82% |
June 30, 2021 | 23 | 10.25 | 9.84 | 4.79 |
June 30, 2022 | 24 | 15.76 | 15.10 | 4.79 |
June 30, 2023 | 25 | 21.55 | 20.62 | 4.79 |
June 30, 2024 | 26 | 27.63 | 26.39 | 4.79 |
June 30, 2025 | 27 | 34.01 | 32.45 | 4.79 |
June 30, 2026 | 28 | 40.71 | 38.79 | 4.79 |
June 30, 2027 | 30 | 47.75 | 45.44 | 4.79 |
June 30, 2028 | 31 | 55.13 | 52.41 | 4.79 |
June 30, 2029 | 33 | 62.89 | 59.71 | 4.79 |
JPMorgan U.S. Government Money Market Fund | ||||
Academy Shares | ||||
Period Ended | Annual
Costs |
Gross
Cumulative Return |
Net
Cumulative Return |
Net
Annual Return |
June 30, 2020 | $ 18 | 5.00% | 4.82% | 4.82% |
June 30, 2021 | 23 | 10.25 | 9.84 | 4.79 |
June 30, 2022 | 24 | 15.76 | 15.10 | 4.79 |
June 30, 2023 | 25 | 21.55 | 20.62 | 4.79 |
June 30, 2024 | 26 | 27.63 | 26.39 | 4.79 |
June 30, 2025 | 27 | 34.01 | 32.45 | 4.79 |
June 30, 2026 | 28 | 40.71 | 38.79 | 4.79 |
June 30, 2027 | 30 | 47.75 | 45.44 | 4.79 |
June 30, 2028 | 31 | 55.13 | 52.41 | 4.79 |
June 30, 2029 | 33 | 62.89 | 59.71 | 4.79 |
Fund Name | Academy | |
JPMorgan
Prime Money Market Fund (“Prime Money Market Fund”) |
XXXXX |
Fund Name | Academy | |
JPMorgan U.S. Government Money Market Fund (“U.S. Government Money Market Fund”) | XXXXX |
Regular mailing
address: J.P. Morgan Institutional Funds Service Center P.O. Box 219265 Kansas City, MO 64121-9265 1-800-766-7722 |
Overnight
mailing address: J.P. Morgan Institutional Funds Service Center c/o DST Systems, Inc. Suite 219265 430 W. 7th Street Kansas City, MO 64105-1407 1-800-766-7722 |
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Target Funds | Surviving Funds | |
One Group U.S. Government Securities Money Market Fund; JPMorgan U.S. Government Money Market Fund | One Group Government Money Market Fund now known as JPMorgan U.S. Government Money Market Fund |
Former Name | Current Name | |
One Group Government Money Market Fund | JPMorgan U.S. Government Money Market Fund |
Current Name | Former Name | |
JPMorgan Prime Money Market Fund | JPMorgan Prime Money Market Fund II |
Fund | Academy | Agency | Agency SL | Capital | Class C | Direct | Eagle
Class |
Eagle
Private Wealth Class | ||||||||
Prime Money Market Fund | X 1 | X | X | X | ||||||||||||
U.S. Government Money Market Fund | X 1 | X | X | X 2 | X 3 | X* |
E
*Trade Class |
IM
Shares |
Institutional
Class |
Investor | Morgan | Premier | Reserve | Service | ||||||||
Prime Money Market Fund | X 5 | X | X 6 | X | X | ||||||||||
U.S. Government Money Market Fund | X 4 | X 5 | X | X | X | X | X | X |
1 | Academy Shares are available only to clients of Academy Securities and its affiliates. |
2 | Direct Shares are available only to clients of SVB Asset Management. |
3 | Eagle Class Shares are available only to clients of Eagle Asset Management and its affiliates. |
4 | E*TRADE Class Shares are available only to clients of E*TRADE Securities, LLC. |
5 | IM Shares are offered only to investment companies, including the J.P. Morgan Funds, registered under the Investment Company Act of 1940, as amended (the 1940 Act) (each a “Registered Investment Company”) and/or funds that (i) are exempt from registration as an investment company pursuant to Section 3(c)(1) or 3(c)(7) of the 1940 Act and (ii) are wholly-owned by one or more Registered Investment Companies (collectively, funds). |
6 | Effective June 19, 2015, Class B Shares of these Funds were automatically converted to Morgan Shares. |
* | The share class currently is not offered to the general public. |
FUND NAME | FUND CODE |
Prime Money Market Fund | 1 |
U.S. Government Money Market Fund | 2 |
Instrument | Fund Code | Part
II Section Reference |
Asset-Backed Securities: Securities secured by company receivables, home equity loans, truck and auto loans, leases, and credit card receivables or other securities backed by other types of receivables or other assets. | 1 | Asset-Backed Securities |
Bank Obligations: Bankers’ acceptances, certificates of deposit and time deposits. Bankers’ acceptances are bills of exchange or time drafts drawn on and accepted by a commercial bank. Maturities are generally six months or less. Certificates of deposit are negotiable certificates issued by a bank for a specified period of time and earning a specified return. Time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds. | 1 | Bank Obligations |
Commercial Paper: Secured and unsecured short-term promissory notes issued by corporations and other entities. Maturities generally vary from a few days to nine months. | 1 | Commercial Paper |
Corporate Debt Securities: May include bonds and other debt securities of domestic and foreign issuers, including obligations of industrial, utility, banking and other corporate issuers. | 1 | Debt Instruments |
Instrument | Fund Code | Part
II Section Reference |
Demand Features: Securities that are subject to puts and standby commitments to purchase the securities at a fixed price (usually with accrued interest) within a fixed period of time following demand by a Fund. | 1,2 | Demand Features |
Extendable Commercial Notes: Variable rate notes which normally mature within a short period of time (e.g., one month) but which may be extended by the issuer for a maximum maturity of thirteen months. | 1 | Debt Instruments |
Foreign Investments: Commercial paper of foreign issuers and obligations of foreign branches of U.S. banks and foreign banks. Foreign securities may also include American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), European Depositary Receipts (“EDRs”) and American Depositary Securities. | 1 | Foreign Investments (including Foreign Currencies) |
Interfund Lending: Involves lending money and borrowing money for temporary purposes through a credit facility. | 1, 2 | Miscellaneous Investment Strategies and Risks |
Investment Company Securities: Shares of other investment companies, including money market funds for which the Adviser and/or its affiliates serve as investment adviser or administrator. The Adviser will waive certain fees when investing in funds for which it serves as investment adviser, to the extent required by law or by contract. | 1, 2 | Investment Company Securities and Exchange Traded Funds |
Mortgage-Backed Securities: Debt obligations secured by real estate loans and pools of loans such as collateralized mortgage obligations (“CMOs”), commercial mortgage-backed securities (“CMBSs”), and other asset-backed structures. | 1, 2 | Mortgage-Related Securities |
Municipal Securities: Securities issued by a state or political subdivision to obtain funds for various public purposes. Municipal securities include, among others, private activity bonds and industrial development bonds, as well as general obligation notes, tax anticipation notes, bond anticipation notes, revenue anticipation notes, other short-term tax-exempt obligations, municipal leases, obligations of municipal housing authorities and single family revenue bonds. | 1 | Municipal Securities |
Participation Certificates: Certificates representing an interest in a pool of funds or in other instruments, such as a mortgage pool. | 1 | Additional Information on the Use of Participation Certificates in Part I of the SAI |
Private Placements, Restricted Securities and Other Unregistered Securities: Securities not registered under the Securities Act of 1933, such as privately placed commercial paper and Rule 144A securities. | 1 | Miscellaneous Investment Strategies and Risks |
Repurchase Agreements: The purchase of a security and the simultaneous commitment to return the security to the seller at an agreed upon price on an agreed upon date. This is treated as a loan. | 1, 2 | Repurchase Agreements |
Reverse Repurchase Agreements: The sale of a security and the simultaneous commitment to buy the security back at an agreed upon price on an agreed upon date. This is treated as a borrowing by a Fund. | 1, 2 | Reverse Repurchase Agreements |
Instrument | Fund Code | Part
II Section Reference |
Short-Term Funding Agreements: Agreements issued by banks and highly rated U.S. insurance companies such as Guaranteed Investment Contracts (“GICs”) and Bank Investment Contracts (“BICs”). | 1 | Short-Term Funding Agreements |
Sovereign Obligations: Investments in debt obligations issued or guaranteed by a foreign sovereign government or its agencies, authorities or political subdivisions. | 1 | Foreign Investments (including Foreign Currencies) |
Structured Investments: A security having a return tied to an underlying index or other security or asset class. Structured investments generally are individually negotiated agreements and may be traded over-the-counter. Structured investments are organized and operated to restructure the investment characteristics of the underlying security. | 1, 2 | Structured Investments |
Synthetic Variable Rate Instruments: Instruments that generally involve the deposit of a long-term tax exempt bond in a custody or trust arrangement and the creation of a mechanism to adjust the long-term interest rate on the bond to a variable short-term rate and a right (subject to certain conditions) on the part of the purchaser to tender it periodically to a third party at par. | 1 | Swaps and Related Swap Products |
Temporary Defensive Positions: To respond to unusual circumstances a Fund may hold cash or deviate from its investment strategy. | 1, 2 | Miscellaneous Investment Strategies and Risks |
Treasury Receipts: A Fund may purchase interests in separately traded interest and principal component parts of U.S. Treasury obligations that are issued by banks or brokerage firms and that are created by depositing U.S. Treasury notes and U.S. Treasury bonds into a special account at a custodian bank. Receipts include Treasury Receipts (“TRs”), Treasury Investment Growth Receipts (“TIGRs”), and Certificates of Accrual on Treasury Securities (“CATS”). | 1 | Treasury Receipts |
U.S. Government Agency Securities: Securities issued by agencies and instrumentalities of the U.S. government. These include all types of securities issued or guaranteed by the Government National Mortgage Association (“Ginnie Mae”), the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), including funding notes, subordinated benchmark notes, Government-Sponsored Enterprises (“GSEs”), CMOs and Real Estate Mortgage Investment Conduits (“REMICs”). | 1, 2 | Mortgage-Related Securities |
U.S. Government Obligations: May include direct obligations of the U.S. Treasury, including Treasury bills, notes and bonds, all of which are backed as to principal and interest payments by the full faith and credit of the United States, and separately traded principal and interest component parts of such obligations that are transferable through the Federal book-entry system known as Separate Trading of Registered Interest and Principal of Securities (“STRIPS”) and Coupons Under Book-Entry Safekeeping (“CUBES”). | 1, 2 | U.S. Government Obligations |
Variable and Floating Rate Instruments: Obligations with interest rates which are reset daily, weekly, quarterly or some other frequency and which may be payable to a Fund on demand or at the expiration of a specified term. | 1, 2 | Debt Instruments |
Instrument | Fund Code | Part
II Section Reference |
When-Issued Securities, Delayed Delivery Securities and Forward Commitments: Purchase or contract to purchase securities at a fixed price for delivery at a future date. | 1, 2 | When-Issued Securities, Delayed Delivery Securities and Forward Commitments |
Zero-Coupon, Pay-in-Kind and Deferred Payment Securities: Zero-coupon securities are securities that are sold at a discount to par value and on which interest payments are not made during the life of the security. Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Deferred payment securities are zero-coupon debt securities which convert on a specified date to interest bearing debt securities. | 1, 2 | Debt Instruments |
Committee | Fiscal
Year Ended 2/28/2019 | |
Audit and Valuation Committee | X | |
Compliance Committee | X | |
Governance Committee | X | |
Equity Committee | X | |
Fixed Income Committee | X | |
Money Market and Alternative Products Committee | X |
Name of Trustee | Ownership
of Prime Money Market Fund |
Ownership
of U.S. Government Money Market Fund |
Aggregate
Dollar Range of Equity Securities in All Registered Investment Companies Overseen by the Trustee in the Family of Investment Companies(1)(2) | |||
Independent Trustees | ||||||
John F. Finn | None | None | Over $100,000 | |||
Stephen P. Fisher* | None | None | Over $100,000 | |||
Kathleen M. Gallagher** | None | None | None | |||
Dr. Matthew Goldstein | None | None | Over $100,000 | |||
Dennis P. Harrington | None | Over $100,000 | Over $100,000 | |||
Frankie D. Hughes | None | None | Over $100,000 | |||
Raymond Kanner | None | None | Over $100,000 | |||
Peter C. Marshall | None | None | Over $100,000 | |||
Mary E. Martinez | None | None | Over $100,000 | |||
Marilyn McCoy | None | None | Over $100,000 | |||
Mitchell M. Merin | None | None | Over $100,000 | |||
Dr. Robert A. Oden, Jr. | None | None | Over $100,000 | |||
Marian U. Pardo | None | None | Over $100,000 |
(1) | A Family of Investment Companies means any two or more registered investment companies that share the same investment adviser or principal underwriter and hold themselves out to investors as related companies for purposes of investment and investor services. The Family of Investment Companies for which the Board of Trustees currently serves includes eleven registered investment companies (136 Funds). |
(2) | For Ms. McCoy and Messrs. Finn, Fisher, Kanner, Marshall and Oden, these amounts include deferred compensation balances, as of 12/31/18, through participation in the J.P. Morgan Funds’ Deferred Compensation Plan for Eligible Trustees. For a more complete discussion, see the “Trustee Compensation” section in Part II of this SAI.. |
* | Mr. Fisher became a Trustee of the Trusts, effective 5/14/18. |
** | Ms. Gallagher became a Trustee of the Trusts, effective 11/1/18. |
Name of Trustee | Prime
Money Market Fund |
U.S.Government
Money Market Fund |
Total
Compensation Paid From Fund Complex1 | |||
Independent Trustees | ||||||
John F. Finn | $ 9,588 | $26,196 | $410,000 | |||
Stephen P. Fisher2 | None | None | 227,419 3 | |||
Kathleen M. Gallagher4 | None | None | 60,000 | |||
Dr. Matthew Goldstein | 18,910 | 69,653 | 585,000 | |||
Dennis P. Harrington | 7,049 | 14,858 | 410,000 | |||
Frankie D. Hughes | 6,925 | 13,780 | 360,000 | |||
Raymond Kanner | 7,283 | 15,451 | 360,000 5 | |||
Peter C. Marshall | 9,588 | 26,196 | 368,333 6 | |||
Mary E. Martinez | 8,779 | 21,903 | 410,000 | |||
Marilyn McCoy | 8,543 | 22,367 | 360,000 5 | |||
Mitchell M. Merin | 9,588 | 26,196 | 410,000 | |||
Dr. Robert A. Oden, Jr. | 6,925 | 13,780 | 360,000 | |||
Marian U. Pardo | 8,779 | 21,903 | 410,000 | |||
James J. Schonbachler7 | 9,589 | 26,196 | 360,000 8 |
1 | A Fund Complex means two or more registered investment companies that (i) hold themselves out to investors as related companies for purposes of investment and investor services or (ii) have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. The J.P. Morgan Funds Complex for which the Board of Trustees currently serves includes eleven registered investment companies (136 Funds). |
2 | Mr. Fisher became a Trustee of the Trusts, effective 5/14/18. |
3 | Includes $227,419 of Deferred Compensation. |
4 | Ms. Gallagher became a Trustee of the Trusts, effective 11/1/18. |
5 | Includes $360,000 of Deferred Compensation. |
6 | Includes $110,500 of Deferred Compensation. |
7 | Effective 1/1/19, Mr. Schonbachler no longer serves as Trustee. |
8 | Includes $252,000 of Deferred Compensation. |
Fund | Fiscal Year Ended | |||||||||||
February 28, 2017 | February 28, 2018 | February 28, 2019 | ||||||||||
Paid | Waived | Paid | Waived | Paid | Waived | |||||||
Prime Money Market Fund | $52,230 | $ (591) | $ 28,448 | $(77) | $[ ] | $([ ]) | ||||||
U.S. Government Money Market Fund | 70,921 | (17,351) | 114,214 | (60) | [ ] | ([ ]) |
Fund | Fiscal Year Ended | |||||||||||
February 28, 2017 | February 28, 2018 | February 28, 2019 | ||||||||||
Paid | Waived | Paid | Waived | Paid | Waived | |||||||
Prime Money Market Fund | $46,056 | $ (361) | $24,900 | $(44) | $[ ] | $([ ]) | ||||||
U.S. Government Money Market Fund | 65,643 | (11,561) | 99,964 | — | [ ] | ([ ]) |
Fund | Fiscal Year Ended | |||||
February 28, 2017 | February 28, 2018 | February 28, 2019 | ||||
Prime Money Market Fund | $3,374 | $ 71 | $[ ] | |||
U.S. Government Money Market Fund | 1,726 | 2,416 | [ ] |
Fund | Total
Underwriting Discounts and Commissions |
Compensation
on Redemptions and Repurchases |
Brokerage
Commissions |
Other
Compensation* | ||||
Prime Money Market Fund | $[ ] | $[ ] | $[ ] | $[ ] | ||||
U.S. Government Money Market Fund | [ ] | [ ] | [ ] | [ ] |
* | Fees paid by the Fund pursuant to Rule 12b-1 are provided in the “Distribution Fees” section below. |
Fund | Fiscal Period Ended February 28, | |||||
2017 | 2018 | 2019 | ||||
Prime Money Market Fund | $— | $— | $[ ] | |||
U.S. Government Money Market Fund | — | 38 | [ ] |
Academy | Up to 0.05% |
Fund | Name of Broker-Dealer | Value
of Securities Owned (000's) | ||
Prime Money Market Fund | Barclays Capital Inc. | $ 854,982 | ||
Citigroup Global Markets Inc. | 1,264,400 | |||
Credit Suisse First Boston LLC | 735,068 | |||
HSBC Securities Inc. | 541,966 | |||
Merrill Lynch & Co. Inc. | 340,500 | |||
UBS Financial Services Inc. | 340,013 | |||
U.S. Government Money Market Fund | Bank of America Corporation | 250,000 | ||
Barclays Capital Inc. | 2,755,000 | |||
Citigroup Global Markets Inc. | 223,000 | |||
Credit Suisse First Boston LLC | 6,400,000 | |||
Deutsche Bank AG | 1,947,603 | |||
Goldman Sachs and Company | 2,700,000 | |||
HSBC Securities Inc. | 6,350,000 |
All Funds | |||
Bloomberg LP | Monthly | 30 days after month end | |
Factset | Monthly | 30 days after month end | |
JPMorgan Chase & Co. | Monthly | At least on a 1 day lag | |
Morningstar Inc. | Monthly | 30 days after month end | |
Lipper, Inc. | Monthly | 30 days after month end | |
Vickers Stock Research Corp. | Monthly | 30 days after month end | |
The McGraw Hill Companies — Standard & Poor’s Corporation | Monthly | 30 days after month end | |
Prime Money Market Fund | |||
Verisign | Daily | At least on a 1 day lag | |
E*Trade | Daily | At least on a 1 day lag | |
Morgan Stanley Smith Barney | Daily | At least on a 1 day lag | |
Best Buy | Daily | At least on a 1 day lag | |
Mizuho Securities USA Inc. | Daily | At least on a 1 day lag | |
Sovereign | Daily | At least on a 1 day lag | |
Fidelity Investments Institutional Services Company, Inc. | Daily | At least on a 1 day lag | |
Moody’s | Daily | At least on a 1 day lag | |
ABS Investment Management | Monthly | At least on a 1 day lag | |
Atlas Air | Monthly | At least on a 1 day lag | |
Bank of New York | Monthly | At least on a 1 day lag | |
BP | Monthly | At least on a 1 day lag | |
Commonfund Securities | Monthly | At least on a 1 day lag | |
Ernst & Young | Monthly | At least on a 1 day lag | |
GE Asset Management | Monthly | At least on a 1 day lag |
All Funds | |||
Koch Industries | Monthly | At least on a 1 day lag | |
KPMG | Monthly | At least on a 1 day lag | |
Lear | Monthly | At least on a 1 day lag | |
Lockheed Martin | Monthly | At least on a 1 day lag | |
Mercer | Monthly | At least on a 1 day lag | |
Newedge | Monthly | At least on a 1 day lag | |
Ohio Bureau of Worker’s Compensation | Monthly | At least on a 1 day lag | |
Pennsylvania State University | Monthly | At least on a 1 day lag | |
SVB | Monthly | At least on a 1 day lag | |
Texas Treasury Safekeeping Trust Co. | Monthly | At least on a 1 day lag | |
Union Bank of California | Monthly | At least on a 1 day lag | |
West Virginia Board of Treasury Investments | Monthly | At least on a 1 day lag | |
IBM | Weekly | At least on a 1 day lag | |
Diamond Hill | Weekly | At least on a 1 day lag | |
Stanford University | Weekly | At least on a 1 day lag | |
CBS Corp | Weekly | At least on a 1 day lag | |
AmerisourceBergen | Weekly | At least on a 1 day lag | |
Chicago Mercantile Exchange | Monthly | At least on a 1 day lag | |
Crane Data | Weekly | At least on a 1 day lag | |
Institutional Cash Distributors | Weekly | At least on a 1 day lag | |
Atlas Air | Weekly | At least on a 1 day lag | |
Bank of America | Weekly | At least on a 1 day lag | |
MFS Asset Management | Weekly | At least on a 1 day lag | |
Newstar Financial | Weekly | At least on a 1 day lag | |
Texas Treasury Safekeeping | Weekly | At least on a 1 day lag | |
Square 1 Bank | Monthly | At least on a 1 day lag | |
Fitch | Monthly | At least on a 1 day lag | |
Grande | Monthly | At least on a 1 day lag | |
JPMorgan Chase & Co. | Weekly | At least on a 1 day lag | |
U.S. Government Money Market Fund | |||
Common fund | Weekly | At least on a 1 day lag | |
Texas Treasury Safekeeping Trust Co. | Weekly | At least on a 1 day lag | |
Texas County & District Retirement System | Daily | At least on a 1 day lag | |
International paper | Daily | At least on a 1 day lag | |
Verisign | Daily | At least on a 1 day lag | |
E*Trade | Daily | At least on a 1 day lag | |
Fidelity Investments Institutional Services Company, Inc. | Daily | At least on a 1 day lag | |
Johnson County Kansas Government | Daily | At least on a 1 day lag | |
Moody’s | Daily | At least on a 1 day lag | |
Bank of New York | Monthly | At least on a 1 day lag | |
Ohio Bureau of Worker’s Compensation | Monthly | At least on a 1 day lag | |
Atlas Air | Monthly | At least on a 1 day lag | |
Square 1 Bank | Monthly | At least on a 1 day lag | |
SVB | Monthly | At least on a 1 day lag | |
Treasury Partners | Monthly | At least on a 1 day lag | |
Union Bank of California | Monthly | At least on a 1 day lag | |
Atlas Air | Weekly | At least on a 1 day lag | |
Crane Data | Weekly | At least on a 1 day lag | |
HP | Weekly | At least on a 1 day lag | |
IBM | Weekly | At least on a 1 day lag | |
Diamond Hill | Weekly | At least on a 1 day lag | |
Institutional Cash Distributors | Weekly | At least on a 1 day lag | |
Fitch | Monthly | At least on a 1 day lag | |
Grande | Monthly | At least on a 1 day lag | |
JPMorgan Chase & Co. | Weekly | At least on a 1 day lag |
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A-1 |
|
B-1 |
• | various governmental agencies such as the Government National Mortgage Association (“Ginnie Mae”); |
• | organizations such as the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”); and |
• | non-governmental issuers such as commercial banks, savings and loan institutions, mortgage bankers, and private mortgage insurance companies (non-governmental mortgage securities cannot be treated as U.S. government securities for purposes of investment policies). |
1. | bridges; |
2. | highways; |
3. | roads; |
4. | schools; |
5. | waterworks and sewer systems; and |
6. | other utilities. |
1. | refunding outstanding obligations; |
2. | obtaining funds for general operating expenses; and |
3. | obtaining funds to lend to other public institutions and facilities. |
1. | water, sewage and solid waste facilities; |
2. | qualified residential rental projects; |
3. | certain local electric, gas and other heating or cooling facilities; |
4. | qualified hazardous waste facilities; |
5. | high-speed intercity rail facilities; |
6. | governmentally-owned airports, docks and wharves and mass transportation facilities; |
7. | qualified mortgages; |
8. | student loan and redevelopment bonds; and |
9. | bonds used for certain organizations exempt from Federal income taxation. |
1. | privately operated housing facilities; |
2. | sports facilities; |
3. | industrial parks; |
4. | convention or trade show facilities; |
5. | airport, mass transit, port or parking facilities; |
6. | air or water pollution control facilities; |
7. | sewage or solid waste disposal facilities; and |
8. | facilities for water supply. |
1. | Short-term tax-exempt General Obligations Notes; |
2. | Tax Anticipation Notes; |
3. | Bond Anticipation Notes; |
4. | Revenue Anticipation Notes; |
5. | Project Notes; and |
6. | Other forms of short-term tax-exempt loans. |
1. | general money market conditions; |
2. | coupon rate; |
3. | the financial condition of the issuer; |
4. | general conditions of the municipal bond market; |
5. | the size of a particular offering; |
6. | the maturity of the obligations; and |
7. | the rating of the issue. |
• | the interest on the bonds may become taxable, possibly retroactively from the date of issuance; |
• | the value of the bonds may be reduced; |
• | you and other Shareholders may be subject to unanticipated tax liabilities; |
• | a Fund may be required to sell the bonds at the reduced value; |
• | it may be an event of default under the applicable mortgage; |
• | the holder may be permitted to accelerate payment of the bond; and |
• | the issuer may be required to redeem the bond. |
• | limited financial resources; |
• | infrequent or limited trading; and |
• | more abrupt or erratic price movements than larger company securities. |
(a) | derive at least 90% of its gross income for each taxable year from (i) dividends, interest, payments with respect to certain securities loans, and gain from the sale or other disposition of stock, securities, or foreign currencies, or other income (including, but not limited to, gain from options, swaps, futures, or forward contracts) derived with respect to its business of investing in such stock, securities, or currencies and (ii) net income derived from interests in “qualified publicly traded partnerships” (“QPTPs”, defined below); |
(b) | diversify its holdings so that, at the end of each quarter of the Fund’s taxable year, (i) at least 50% of the market value of the Fund’s total assets is represented by cash and cash items, U.S. government securities, securities of other regulated investment companies, and other securities, limited in respect of any one issuer to an amount not greater than 5% of the value of the Fund’s total assets and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s total assets is invested (x) in the securities (other than cash or cash items, or securities issued by the U.S. government or other regulated investment companies) of any one issuer or of two or more issuers that the Fund controls and that are engaged in the same, similar, or related trades or businesses, or (y) in the securities of one or |
more QPTPs. In the case of a Fund’s investments in loan participations, the Fund shall treat both the financial intermediary and the issuer of the underlying loan as an issuer for the purposes of meeting this diversification requirement; and | |
(c) | distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (as that term is defined in the Code, without regard to the deduction for dividends paid — generally, taxable ordinary income and any excess of net short-term capital gain over net long-term capital loss) and net tax-exempt interest income, for such taxable year. |
Name
(Year of Birth; Positions with the Funds since) |
Principal
Occupation During Past 5 Years |
Number
of Funds in Fund Complex Overseen by Trustee(1) |
Other
Directorships Held During the Past 5 Years | |||
John
F. Finn (1947); Trustee of Trusts since 2005; Trustee of heritage One Group Mutual Funds since 1998. |
Chairman and Chief Executive Officer, Gardner, Inc. (supply chain management company serving industrial and consumer markets) (serving in various roles 1974–present). | 137 | Director,
Greif, Inc. (GEF) (industrial package products and services) (2007–present); Trustee, Columbus Association for the Performing Arts (1988– present); Director, Cardinal Health, Inc. (CAH) (1994–2014). |
Name
(Year of Birth; Positions with the Funds since) |
Principal
Occupation During Past 5 Years |
Number
of Funds in Fund Complex Overseen by Trustee(1) |
Other
Directorships Held During the Past 5 Years | |||
Stephen
P. Fisher (1959); Trustee of Trusts since 2018. |
Retired; Chairman and Chief Executive Officer, NYLIFE Distributors LLC (registered broker-dealer) (serving in various roles 2008-2013); Chairman, NYLIM Service Company LLC (transfer agent) (2008-2017); New York Life Investment Management LLC (registered investment adviser) (serving in various roles 2005-2017); Chairman, IndexIQ Advisors LLC (registered investment adviser for ETFs) (2014-2017); President, MainStay VP Funds Trust (2007-2017), MainStay DefinedTerm Municipal Opportunities Fund (2011-2017) and MainStay Funds Trust (2007-2017) (registered investment companies). | 137 | Advisory Board Member, Scholarship Committee Member and Investment Committee Member, The First Tee of Plainfield (non-profit youth sports organization that provides need-based scholarships) (2014-present); Honors Program Advisory Board Member, The Zicklin School of Business, Baruch College, The City University of New York (2017-present). | |||
Kathleen
M. Gallagher (1958); Trustee of the Trusts since 2018. |
Retired; Chief Investment Officer – Benefit Plans, Ford Motor Company (serving in various roles 1985-2016). | 137 | Non-Executive Director, Legal & General Investment Management (Holdings) and Legal & General Investment Management America (financial services and insurance) (2017-present); Advisory Board Member, OCIO Board of State Street Global Advisors (2017-present); Member, Client Advisory Council, Financial Engines, LLC (registered investment adviser) (2011-2016); Director, Ford Pension Funds Investment Management Ltd. (2007-2016). |
Name
(Year of Birth; Positions with the Funds since) |
Principal
Occupation During Past 5 Years |
Number
of Funds in Fund Complex Overseen by Trustee(1) |
Other
Directorships Held During the Past 5 Years | |||
Dr.
Matthew Goldstein (1941); Chairman since 2013; Trustee of Trusts since 2005; Trustee of heritage J.P. Morgan Funds since 2003. |
Chancellor Emeritus, City University of New York (2015–present); Professor, City University of New York (2013–present); Chancellor, City University of New York (1999–2013); President, Adelphi University (New York) (1998–1999). | 137 | Trustee,
Museum of Jewish Heritage (2011– present); Trustee, National Museum of Mathematics (present); Chair, Association of College and University Administrators (present). | |||
Dennis
P. Harrington (1950); Trustee of Trusts since 2017. |
Retired;
Partner, Deloitte LLP (serving in various roles 1984– 2012). |
137 | None. | |||
Frankie
D. Hughes (1952); Trustee of Trusts since 2008. |
President,
Ashland Hughes Properties (property management) (2014–present); President and Chief Investment Officer, Hughes Capital Management, Inc. (fixed income asset management) (1993– 2014). |
137 | None. | |||
Raymond
Kanner (1953); Trustee of Trusts since 2017. |
Retired; Managing Director and Chief Investment Officer, IBM Retirement Funds (2007–2016). | 137 | Advisory
Board Member, Los Angeles Capital (2018-present); Advisory Board Member, State Street Global Advisors OCIO Board (2017-present); Acting Executive Director, Committee on Investment of Employee Benefit Assets (CIEBA) (2016-2017); Advisory Board
Member, Betterment for Business (robo advisor) (2016– 2017); Advisory Board Member, Blue Star Indexes (index creator) (2013–2017); Director, Emerging Markets Growth Fund (registered investment company) (1997-2016); Member, Russell Index Client Advisory Board (2001– 2015). |
Name
(Year of Birth; Positions with the Funds since) |
Principal
Occupation During Past 5 Years |
Number
of Funds in Fund Complex Overseen by Trustee(1) |
Other
Directorships Held During the Past 5 Years | |||
Peter
C. Marshall (1942); Trustee of Trusts since 2005; Trustee of heritage One Group Mutual Funds since 1985. |
Self-employed
business consultant (2002– present). |
137 | None. | |||
Mary
E. Martinez (1960); Trustee of Trusts since 2013. |
Associate,
Special Properties, a Christie’s International Real Estate Affiliate (2010– present); Managing Director, Bank of America (asset management) (2007– 2008); Chief Operating Officer, U.S. Trust Asset Management, U.S. Trust Company (asset management) (2003–2007); President, Excelsior Funds (registered investment companies) (2004–2005). |
137 | None. | |||
Marilyn
McCoy (1948); Trustee of Trusts since 2005; Trustee of heritage One Group Mutual Funds since 1999. |
Vice
President of Administration and Planning, Northwestern University (1985– present). |
137 | None. | |||
Mitchell
M. Merin (1953); Trustee of Trusts since 2013. |
Retired; President and Chief Operating Officer, Morgan Stanley Investment Management, Member Morgan Stanley & Co. Management Committee (registered investment adviser) (1985–2005). | 137 | Director, Sun Life Financial (SLF) (financial services and insurance) (2007–2013). | |||
Dr.
Robert A. Oden, Jr. (1946); Trustee of Trusts since 2005; Trustee of heritage One Group Mutual Funds since 1997. |
Retired; President, Carleton College (2002–2010); President, Kenyon College (1995–2002). | 137 | Trustee,
Trout Unlimited (2017-present); Trustee, American Museum of Fly Fishing (2013– present); Vice Chair, Dartmouth-Hitchcock Medical Center (2011– present); Trustee, American University in Cairo (1999–2014). |
Name
(Year of Birth; Positions with the Funds since) |
Principal
Occupation During Past 5 Years |
Number
of Funds in Fund Complex Overseen by Trustee(1) |
Other
Directorships Held During the Past 5 Years | |||
Marian
U. Pardo* (1946); Trustee of Trusts since 2013. |
Managing
Director and Founder, Virtual Capital Management LLC (investment consulting) (2007– present); Managing Director, Credit Suisse Asset Management (portfolio manager) (2003–2006). |
137 | President and Member, Board of Governors, Columbus Citizens Foundation (not-for-profit supporting philanthropic and cultural programs) (2006–present). |
(1) | A Fund Complex means two or more registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. The J.P. Morgan Funds Complex for which the Board of Trustees serves currently includes eleven registered investment companies (137 funds). |
* | In connection with prior employment with JPMorgan Chase, Ms. Pardo was the recipient of non-qualified pension plan payments from JPMorgan Chase in the amount of approximately $2,055 per month, which she irrevocably waived effective January 1, 2013, and deferred compensation payments from JPMorgan Chase in the amount of approximately $7,294 per year, which ended in January 2013. In addition, Ms. Pardo receives payments from a fully-funded qualified plan, which is not an obligation of JPMorgan Chase. |
Name of Committee | Members | Committee Chair | ||
Audit and Valuation Committee | Mr.
Harrington Ms. Gallagher Mr. Kanner Ms. Martinez |
Mr. Harrington | ||
Compliance Committee | Ms.
Pardo Mr. Fisher Ms. Hughes Mr. Marshall |
Ms. Pardo | ||
Governance Committee | Dr.
Goldstein Mr. Finn Ms. McCoy Mr. Merin Dr. Oden |
Dr. Goldstein | ||
Equity Committee | Mr.
Finn Mr. Fisher Mr. Harrington Mr. Kanner |
Mr. Finn | ||
Fixed Income Committee | Mr.
Merin Ms. Gallagher Dr. Oden Ms. Pardo |
Mr. Merin |
1 | J.P. Morgan Asset Management is the marketing name for the asset management businesses of JPMorgan Chase & Co. Those businesses include, but are not limited to, J.P. Morgan Investment Management Inc. and J.P. Morgan Alternative Asset Management, Inc. |
Name of Committee | Members | Committee Chair | ||
Money
Market and Alternative Products Committee |
Ms.
Martinez Ms. Hughes Mr. Marshall Ms. McCoy |
Ms. Martinez |
Name
(Year of Birth), Positions Held with the Trusts (Since) |
Principal Occupations During Past 5 Years | |
Brian S. Shlissel (1964), President and Principal Executive Officer (2016) | Managing Director and Chief Administrative Officer for J.P. Morgan pooled vehicles, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) (from 2014 to present); Managing Director and Head of Mutual Fund Services, Allianz Global Investors; President and Chief Executive Officer, Allianz Global Investors Mutual Funds and PIMCO Closed-End Funds (from 1999 to 2014) |
Name
(Year of Birth), Positions Held with the Trusts (Since) |
Principal Occupations During Past 5 Years | |
Timothy J. Clemens (1975) Treasurer and Principal Financial Officer (2018) | Executive Director, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) since February 2016; Vice President, JPMorgan Funds Management, Inc. from October 2013 to January 2016; Chief Financial Officer and Head of Valuation, Aberdeen Asset Management PLC (previously Artio Global Management) from 2009 to September 2013. | |
Noah Greenhill (1969), Secretary (2018)* | Managing Director and General Counsel, JPMorgan Asset Management (2015 to present); Managing Director and General Counsel, JPMorgan Global Alternative Funds (2012 to 2015). | |
Stephen M. Ungerman (1953), Chief Compliance Officer (2005) | Managing Director, JPMorgan Chase & Co.; Mr. Ungerman has been with JPMorgan Chase & Co. since 2000. | |
Elizabeth A. Davin (1964), Assistant Secretary (2005)** | Executive Director and Assistant General Counsel, JPMorgan Chase since February 2012; formerly Vice President and Assistant General Counsel, JPMorgan Chase from 2005 until February 2012; Senior Counsel, JPMorgan Chase (formerly Bank One Corporation) from 2004 to 2005. | |
Jessica K. Ditullio (1962), Assistant Secretary (2005)** | Executive Director and Assistant General Counsel. Ms. Ditullio has been with JPMorgan Chase (formerly Bank One Corporation) since 1990. | |
Anthony Geron (1971), Assistant Secretary (2018)* | Vice President and Assistant General Counsel, JPMorgan Chase since September 2018; Lead Director and Counsel, AXA Equitable Life Insurance Company from 2015 to 2018 and Senior Director and Counsel, AXA Equitable Life Insurance Company from 2014 to 2015; Associate, Willkie Farr & Gallagher (law firm) from 2007 to 2014. | |
Carmine Lekstutis (1980), Assistant Secretary (2011)* | Executive Director and Assistant General Counsel, JPMorgan Chase since February 2015; formerly Vice President and Assistant General Counsel, JPMorgan Chase from 2011 to February 2015. | |
Gregory S. Samuels (1980) Assistant Secretary (2010)* | Executive Director and Assistant General Counsel, JPMorgan Chase since February 2014; formerly Vice President and Assistant General Counsel, JPMorgan Chase from 2010. | |
Pamela L. Woodley (1971), Assistant Secretary (2012)* | Vice President and Assistant General Counsel, JPMorgan Chase since November 2004. | |
Zachary
E. Vonnegut-Gabovitch (1986) Assistant Secretary (2017)* |
Vice President and Assistant General Counsel, JPMorgan Chase since September 2016; Associate, Morgan, Lewis & Bockius (law firm) from 2012 to 2016. | |
Michael M. D’Ambrosio (1969), Assistant Treasurer (2012) | Managing Director, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) since May 2014; formerly Executive Director, J.P. Morgan Investment Management Inc. from 2012 to May 2014. | |
Lauren
Paino (1973) Assistant Treasurer (2013)* |
Executive Director, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) since August 2013; formerly Director, Credit Suisse Asset Management from 2000 to 2013. | |
Joseph Parascondola (1963), Assistant Treasurer (2011)* | Vice President, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) since August 2006. | |
Jeffrey D. House (1972), Assistant Treasurer (2017)** | Vice President, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) since July 2006. | |
Gillian I. Sands (1969), Assistant Treasurer (2012)* | Vice President, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) from September 2012; Assistant Treasurer, Wells Fargo Funds Management (from 2007 to 2009). |
Name
(Year of Birth), Positions Held with the Trusts (Since) |
Principal Occupations During Past 5 Years | |
Shannon Gaines (1977), Assistant Treasurer (2018)** | Vice President, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) since January 2014. |
* | The contact address for the officer is 4 New York Plaza, New York, NY 10004. |
** | The contact address for the officer is 1111 Polaris Parkway, Columbus, OH 43240 |
1 | The affiliates of JPMIM that act as Adviser or Sub-Adviser to a Fund – J.P. Morgan Alternative Asset Management, Inc. and J.P. Morgan Private Investments Inc.—will also face some or all of the conflicts of interest described in this section. References to JPMIM should be read to apply to these other advisers for a Fund advised or sub-advised by such other adviser. |
1 | JPMorgan Funds Management, Inc. (“JPMFM”), the former Administrator, was merged with and into JPMIM effective April 1, 2016. |
Money Market Funds: | ||
Tier One | First $250 billion | 0.0013% |
Tier Two | Over $250 billion | 0.0010% |
Complex Assets1 Funds: | ||
Tier One | First $75 billion | 0.00425% |
Tier Two | Next $25 billion | 0.0040% |
Tier Three | Over $100 billion | 0.0035% |
Non-Complex Assets Funds: | ||
Tier One | First $75 billion | 0.0025% |
Tier Two | Next $25 billion | 0.0020% |
Tier Three | Over $100 billion | 0.0015% |
Other Fees: | ||
Fund of Funds (for a Fund of Funds that invests in J.P. Morgan Funds only) | $17,500 2 | |
Additional Share Classes (this additional class expense applies after the fifth class) | $ 2,000 | |
Daily Market-based Net Asset Value Calculation for Money Market Funds | $15,000 per Fund | |
Hourly Net Asset Value Calculation for Money Market Funds | $5,000 per Fund | |
Floating NAV Support for Money Market Funds | $100,000 per Fund |
1 | “Complex Assets Funds” are Funds whose strategy “routinely” employs one or more of the following instrument types: Bank Loans, Exchange Traded Derivatives or CFD/Portfolio Swaps. The Funds’ classification as either “Complex” or “Non-Complex” will be reviewed on at least an annual basis. Fund of Funds are excluded by both “Complex Assets Funds” and “Non-Complex Assets Funds”. |
2 | Fund of Funds are not subject to the asset based fees described above. |
Minimums:
(except for certain Funds of Funds which are subject to the fee described above) |
|
Money Market Funds | $15,000 |
All Other Funds | $20,000 |
1. | AIG Advisors Group |
2. | Ameriprise Financial Services, Inc. |
3. | Apex Clearing Corporation |
4. | BB&T Securities, LLC |
5. | Broadridge Business Process Outsourcing LLC |
6. | Cadaret Grant & Co Inc. |
7. | Cambridge Investment Research |
8. | Carillon Fund Distributors, Inc. |
9. | Cetera Advisor Networks LLC |
10. | Cetera Advisors LLC |
11. | Cetera Financial Specialists LLC |
12. | Cetera Investment Services LLC |
13. | Charles Schwab & Co Inc. |
14. | Citigroup Global Markets, Inc. |
15. | Comerica Securities, Inc. |
16. | Commonfund Securities, Inc. |
17. | Commonwealth Equity Services, Inc. (dba Commonwealth Financial Network) |
18. | Credit Suisse Securities (USA) LLC |
19. | DA Davidson & Co |
20. | Deutsche Bank Securities Inc. |
21. | Edward D Jones & Co LP |
22. | E*Trade Clearing, LLC |
23. | Fidelity Brokerage Services/National Financial Services LLC/FMR LLC |
24. | Fifth Third Securities, Inc. |
25. | First Allied Securities, Inc. |
26. | First Command Financial Planning |
27. | FM Partners Holdings LLC |
28. | FSC Securities Corp.\Royal Alliance Associates\SagePoint Financial, Inc.\Woodbury Financial Services, Inc. |
29. | GWFS Equities, Inc. |
30. | Hilltop Securities Inc. |
31. | Huntington Investment Company |
32. | Ingalls & Snyder, LLC |
33. | Investacorp, Inc.\Securities America Inc.\Triad Advisors Inc. |
34. | JJB Hilliard WL Lyons LLC |
35. | J.P. Morgan Clearing Corp |
36. | J.P. Morgan Securities LLC |
37. | Janney Montgomery Scott LLC |
38. | Lincoln Financial Advisors Corp |
39. | Lincoln Financial Distributors, Inc. |
40. | Lincoln Financial Securities Corporation |
41. | Lincoln Investment Planning, LLC |
42. | LPL Financial LLC |
43. | Merrill Lynch, Pierce, Fenner & Smith Inc. |
44. | MML Investor Services, LLC |
45. | Moreton Capital Markets, LLC |
46. | Morgan Stanley Smith Barney LLC |
47. | National Planning Corporation/National Planning Holdings Inc. |
48. | New York Life Investments |
49. | NFP Securities Inc. |
50. | Northwestern Mutual Investment Services LLC |
51. | Oppenheimer & Co., Inc. |
52. | Pershing LLC |
53. | PFS Investments, Inc. |
54. | PNC Capital Markets LLC |
55. | PNC Investments LLC |
56. | Raymond James & Associates, Inc.\Raymond James Financial Services, Inc. |
57. | RBC Capital Markets, LLC |
58. | Robert W. Baird & Co. Incorporated |
59. | Santander Securities Corporation |
60. | Securities America Inc. |
61. | State Street Global Markets, LLC |
62. | Sterne Agee & Leach Inc. |
63. | Stifel Nicholaus & Co Inc. |
64. | Summit Brokerage Services, Inc. |
65. | SunTrust Robinson Humphrey, Inc. |
66. | TD Ameritrade |
67. | Transamerica Capital Inc. |
68. | U.S. Bancorp Investments Inc. |
69. | UBS Financial Services |
70. | Voya Financial Advisors, Inc. |
71. | VSR Financial Services, Inc. |
72. | Wells Fargo Clearing Services, LLC |
73. | Wells Fargo Advisors Financial Network, LLC |
74. | Wells Fargo Securities LLC |
• | Corporate governance procedures differ among the countries. Because of time constraints and local customs, it is not always possible for the Adviser to receive and review all proxy materials in connection with each item submitted for a vote. Many proxy statements are in foreign languages. Proxy materials are generally mailed by the issuer to the sub-custodian which holds the securities for the client in the country where the portfolio company is organized, and there may not be sufficient time for such materials to be transmitted to the Adviser in time for a vote to be cast. In some countries, proxy statements are not mailed at all, and in some locations, the deadline for voting is two to four days after the initial announcement that a vote is to be solicited and it may not always be possible to obtain sufficient information to make an informed decision in good time to vote. |
• | Certain markets require that shares being tendered for voting purposes are temporarily immobilized from trading until after the shareholder meeting has taken place. Elsewhere, notably emerging markets, it may not always be possible to obtain sufficient information to make an informed decision in good time to vote. Some markets require a local representative to be hired in order to attend the meeting and vote in person on our behalf, which can result in considerable cost. The Adviser also considers the cost of voting in light of the expected benefit of the vote. In certain instances, it may sometimes be in the Fund’s best interests to intentionally refrain from voting in certain overseas markets from time to time. |
• | Where proxy issues concern corporate governance, takeover defense measures, compensation plans, capital structure changes and so forth, the Adviser pays particular attention to management’s arguments for promoting the prospective change. The Adviser’s sole criterion in determining its voting stance is whether such changes will be to the economic benefit of the beneficial owners of the shares. |
• | The Adviser is in favor of a unitary board structure of the type found in the United Kingdom as opposed to tiered board structures. Thus, the Adviser will generally vote to encourage the gradual phasing out of tiered board structures, in favor of unitary boards. However, since tiered boards are still very prevalent in markets outside of the United Kingdom, local market practice will always be taken into account. |
• | The Adviser will use its voting powers to encourage appropriate levels of board independence, taking into account local market practice. |
• | The Adviser will usually vote against discharging the board from responsibility in cases of pending litigation, or if there is evidence of wrongdoing for which the board must be held accountable. |
• | The Adviser will vote in favor of increases in capital which enhance a company’s long-term prospects. The Adviser will also vote in favor of the partial suspension of preemptive rights if they are for purely technical reasons (e.g., rights offers which may not be legally offered to shareholders in certain jurisdictions). However, the Adviser will vote against increases in capital which would allow the company to adopt “poison pill” takeover defense tactics, or where the increase in authorized capital would dilute shareholder value in the long term. |
• | The Adviser will vote in favor of proposals which will enhance a company’s long-term prospects. The Adviser will vote against an increase in bank borrowing powers which would result in the company reaching an unacceptable level of financial leverage, where such borrowing is expressly intended as part of a takeover defense, or where there is a material reduction in shareholder value. |
• | The Adviser will generally vote against anti-takeover devices. |
• | Where social or environmental issues are the subject of a proxy vote, the Adviser will consider the issue on a case-by-case basis, keeping in mind at all times the best economic interests of its clients. |
• | The Adviser considers votes on director nominees on a case-by-case basis. Votes generally will be withheld from directors who: (a) attend less than 75% of board and committee meetings without a valid excuse; (b) adopt or renew a poison pill without shareholder approval; (c) are affiliated directors who serve on audit, compensation or nominating committees or are affiliated directors and the full board serves on such committees or the company does not have such committees; (d) ignore a shareholder proposal that is approved by a majority of either the shares outstanding or the votes cast based on a review over a consecutive two year time frame; (e) are insiders and affiliated outsiders on boards that are not at least majority independent; or (f) are CEOs of publically-traded companies who serve on more than three public boards or serve on more than four public company boards. In addition, votes are generally withheld for directors who serve on committees in certain cases. For example, the Adviser generally withholds votes from audit committee members in circumstances in which there is evidence that there exists material weaknesses in the company’s internal controls. Votes generally are also withheld from directors when there is a demonstrated history of poor performance or inadequate risk oversight or when the board adopts changes to the company’s governing documents without shareholder approval if the changes materially diminish shareholder rights. |
• | The Adviser votes proposals to classify boards on a case-by-case basis, but normally will vote in favor of such proposal if the issuer’s governing documents contain each of eight enumerated safeguards (for example, a majority of the board is composed of independent directors and the nominating committee is composed solely of such directors). |
• | The Adviser also considers management poison pill proposals on a case-by-case basis, looking for shareholder-friendly provisions before voting in favor. |
• | The Adviser votes against proposals for a super-majority vote to approve a merger. |
• | The Adviser considers proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan on a case-by-case basis, taking into account such factors as the extent of dilution and whether the transaction will result in a change in control. |
• | The Adviser considers vote proposals with respect to compensation plans on a case-by-case basis. The analysis of compensation plans focuses primarily on the transfer of shareholder wealth (the dollar cost of pay plans to shareholders) and includes an analysis of the structure of the plan and pay practices of other companies in the relevant industry and peer companies. Other matters included in the analysis are the amount of the company’s outstanding stock to be reserved for the award of stock options, whether the exercise price of an option is less than the stock’s fair market value at the date of the grant of the options, and whether the plan provides for the exchange of outstanding options for new ones at lower exercise prices. |
• | The Adviser also considers on a case-by-case basis proposals to change an issuer’s state of incorporation, mergers and acquisitions and other corporate restructuring proposals and certain social issue proposals. |
• | The Adviser generally votes for management proposals which seek shareholder approval to make the state of incorporation the exclusive forum for disputes if the company is a Delaware corporation; otherwise, the Adviser votes on a case by case basis. |
• | The Adviser generally encourages a level of reporting on environmental matters that is not unduly costly or burdensome and which does not place the company at a competitive disadvantage, but which provides meaningful information to enable shareholders to evaluate the impact of the company’s environmental policies and practices on its financial performance. In general, the |
Adviser supports management disclosure practices that are overall consistent with the goals and objective expressed above. Proposals with respect to companies that have been involved in controversies, fines or litigation are expected to be subject to heightened review and consideration. | |
• | In evaluating how to vote environmental proposals, key considerations may include, but are not limited to, issuer considerations such as asset profile of company, including whether it is exposed to potentially secularly potentially declining demand for the company’s products or services due to environmental considerations; cash deployments; cost structure of the company, including its position on the cost curve, expected impact of future carbon tax and exposure to high fixed operating costs; corporate behavior of the company; demonstrated capabilities of the company, its strategic planning process, and past performance; current level of disclosure of the company and consistency of disclosure across its industry; and whether the company incorporates environmental or social issues in a risk assessment or risk reporting framework. The Adviser may also consider whether peers have received similar proposals and if so, were the responses transparent and insightful; would adoption of the proposal inform and educate shareholders; and have companies that adopted the proposal provided insightful and meaningful information that would allow shareholders to evaluate the long-term risks and performance of the company; does the proposal require disclosure that is already addressed by existing and proposed mandated regulatory requirements or formal guidance at the local, state, or national level or the company’s existing disclosure practices; and does the proposal create the potential for unintended consequences such as a competitive disadvantage. |
• | With regard to social issues, among other factors, the Adviser considers the company’s labor practices, supply chain, how the company supports and monitors those issues, what types of disclosure the company and its peers currently provide, and whether the proposal would result in a competitive disadvantage for the company. |
• | The Adviser reviews Say on Pay proposals on a case by case basis with additional review of proposals where the issuer’s previous year’s proposal received a low level of support. |
• | Routine corporate matters including: |
• | Selection of directors |
• | Appointment of auditors |
• | An increase in authorized shares where needed for clearly defined business purposes |
• | Follow management recommendations on “social” issues |
• | Indemnification of directors and/or officers where such indemnification includes “negligence and gross negligence” in the performance of their fiduciary duties |
• | Super-majority voting requirements |
• | Anti-takeover proposals which restrict shareholder authority |
• | An increase in authorized shares of more than 25% without a stated business purpose |
• | Changes in corporate charter that do not have a clearly stated business purpose |
• | Provisions for multi-tiered voting rights |
• | Authorizations of “blank check” preferred stock or other capital stock without a stated business purpose |
• | “Shareholder rights” provisions which tend to diminish rather than enhance shareholder power |
• | “Anti-greenmail” provisions which also restrict shareholder authority |
• | Staggered boards of directors |
• | Corporate combinations and divestments |
• | Shareholder proposals |
• | Profit sharing and stock options plans |
• | Send a list of the securities held in client accounts to ISS. |
• | Download proxy statements. |
1. | Terminated Account: Once a client account has been terminated with us in accordance with its investment advisory agreement, we will not vote any proxies received after the termination. |
2. | Limited Value: If we determine that the value of a client’s economic interest or the value of the portfolio holding is indeterminable or insignificant, we may abstain from voting a proxy or alternatively, vote proxies in accordance with ISS recommendations with minimal review of the proxies. We also will not vote proxies received for securities no longer held by the client’s account. |
3. | Unmanaged Assets. If a client account contains securities that we do not actively manage, but that are maintained in the account at the client’s request (designated as “Unmanaged Assets”), we will abstain from voting on such securities unless the client directs us in writing to take action with respect to a particular matter. |
4. | Securities Lending Programs: When securities are out on loan, they are transferred into the borrower’s name and are voted by the borrower, in its discretion. However, where we determine that a proxy vote (or other shareholder action) is materially important to the client’s account, we may recall the security for purposes of voting. |
i. | Copies of proxy policies and procedures. |
ii. | A copy of each proxy statement that Fuller & Thaler receives regarding client securities. Alternatively, Fuller & Thaler may rely on ISS to make and retain a copy of a proxy statement on Fuller & Thaler’s behalf (provided that Fuller & Thaler has obtained an undertaking from ISS to provide a copy of the proxy statement promptly upon request) or may rely on obtaining a copy of a proxy statement from the Commission's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. |
iii. | A record of each vote cast by Fuller & Thaler on behalf of a client. Alternatively, Fuller& Thaler may rely on a third party to make and retain a record of the vote cast on Fuller & Thaler's behalf (provided that Fuller & Thaler has obtained an undertaking from ISS to provide a copy of the record promptly upon request). |
iv. | A copy of any document created by Fuller & Thaler that was material to making a decision on how to vote proxies on behalf of a client or that memorializes the basis for that decision. |
v. | A copy of each written client request for information on how Fuller & Thaler voted proxies on behalf of the client, and a copy of any written response by Fuller & Thaler to any (written or oral) client request for information on how Fuller & Thaler voted proxies on behalf of the requesting client. |
• | adhering to this policy which includes voting proxies consistently with these guidelines; |
• | notifying the Chief Compliance Officer of any conflicts of interest; |
• | providing the Portfolio Administrator with a copy of any document that was material to making a voting decision or that memorializes the basis for a decision, if any was created; |
• | recommending any policy or procedure changes to the Director of Trading Operations and Chief Compliance Officer. |
(a) | trading on the Exchange is broadly restricted by the applicable rules and regulations of the SEC; |
(b) | the Exchange is closed for other than customary weekend and holiday closing; |
(c) | the SEC has by order permitted such suspension; or |
(d) | the SEC has declared a market emergency. |
• | Beginning November 14, 2017, Class C Share positions will convert to Class A Shares after 10 years, calculated from the first day of the month of purchase and processed on the tenth business day of the anniversary month. |
• | If the Class C Shares are held in an account with a third party broker of record are transferred to an account with the Distributor after April 21, 2017, those Class C Shares will be converted to Class A Shares on the tenth business day of the month following the transfer. |
• | Class C Shares of the Funds (excluding the Money Market Funds) automatically convert to Class A Shares (and thus are then subject to the lower expenses borne by Class A Shares) after the period of time specified in the applicable Prospectuses has elapsed since the date of purchase (the “CDSC Period”), together with the pro-rata portion of all Class C Shares representing dividends and other distributions paid in additional Class C Shares attributable to the Class C Shares then converting. The conversion of Class C Shares will be effected at the relative net asset value per share of the two classes on the tenth business day of the month following the tenth anniversary of the original purchase or such other applicable yearly anniversary. At the time of the conversion, the net asset value per share of the Class A Shares may be higher or lower than the net asset value per share of the Class C Shares; as a result, depending on the relative net asset value per share, a shareholder may receive fewer or more Class A Shares than the number of Class C Shares converted. |
• | Class C Shares of the Money Market Funds automatically convert to Morgan Shares (and thus are then subject to the lower expenses borne by Morgan Shares) after the CDSC Period, together with the pro-rata portion of all Class C Shares representing dividends and other distributions paid in additional Class C Shares attributable to the Class C Shares then converting. The conversion of Class C Shares will be effected at the relative net asset value per share of the two classes on the tenth business day of the month following the tenth anniversary of the original purchase or such other applicable yearly anniversary. At the time of the conversion, the net asset value per share of the Morgan Shares may be higher or lower than the net asset value per share of the Class C Shares; as a result, depending on the relative net asset value per share, a shareholder may receive fewer or more Morgan Shares than the number of Class C Shares converted. |
A-1 | A short-term obligation rated ‘A-1’ is rated in the highest category by S&P. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong. |
A-2 | A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory. |
A-3 | A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. |
B | A short-term obligation rated ‘B’ is regarded as having significant speculative characteristics. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation. |
C | A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. |
D | A short-term obligation rated ‘D’ is in payment default. The ‘D’ rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized. |
• | Preliminary ratings may be assigned to obligations, most commonly structured and project finance issues, pending receipt of final documentation and legal opinions. |
• | Preliminary ratings are assigned to Rule 415 Shelf Registrations. As specific issues, with defined terms, are offered from the master registration, a final rating may be assigned to them in accordance with S&P’s policies. |
• | Preliminary ratings may be assigned to obligations that will likely be issued upon the obligor’s emergence from bankruptcy or similar reorganization, based on late-stage reorganization plans, documentation and discussions with the obligor. Preliminary ratings may also be assigned to the obligors. These ratings consider the anticipated general credit quality of the reorganized or post-bankruptcy issuer as well as attributes of the anticipated obligation(s). |
• | Preliminary ratings may be assigned to entities that are being formed or that are in the process of being independently established when, in S&P’s opinion, documentation is close to final. Preliminary ratings may also be assigned to these entities’ obligations. |
• | Preliminary ratings may be assigned when a previously unrated entity is undergoing a well-formulated restructuring, recapitalization, significant financing or other transformative event, generally at the point that investor or lender commitments are invited. The preliminary rating may be assigned to the entity and to its proposed obligation(s). These preliminary ratings consider the anticipated general credit quality of the obligor, as well as attributes of the anticipated obligation(s), assuming successful completion of the transformative event. Should the transformative event not occur, S&P’s would likely withdraw these preliminary ratings. |
• | A preliminary recovery rating may be assigned to an obligation that has a preliminary issue credit rating. |
F1 | HIGHEST SHORT-TERM CREDIT QUALITY. Indicates the strongest capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature. |
F2 | GOOD SHORT-TERM CREDIT QUALITY. Good intrinsic capacity for timely payment of financial obligations. |
F3 | FAIR SHORT-TERM CREDIT QUALITY. The intrinsic capacity for timely payment of financial commitments is adequate. |
B | SPECULATIVE SHORT-TERM CREDIT QUALITY. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions. |
C | HIGH SHORT-TERM DEFAULT RISK. Default is a real possibility. |
RD | RESTRICTED DEFAULT. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other obligations. Applicable to entity ratings only. |
D | Indicates a broad-based default event for an entity, or the default of a specific short-term obligation. |
• | The ratings do not predict a specific percentage of default likelihood over any given time period. |
• | The ratings do not opine on the market value of any issuer’s securities or stock, or the likelihood that this value may change. |
• | The ratings do not opine on the liquidity of the issuer’s securities or stock. |
• | The ratings do not opine on the possible loss severity on an obligation should an obligation default. |
• | The ratings do not opine on any quality related to an issuer or transaction’s profile other that the agency’s opinion on the relative vulnerability to default of the rated issuer or obligation. |
P-1 | Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations. |
P-2 | Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations. |
P-3 | Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations. |
NP | Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories. |
R-1 (high) | Highest credit quality. The capacity for the payment of short-term financial obligations as they fall due is exceptionally high. Unlikely to be adversely affected by future events. |
R-1 (middle) | Superior credit quality. The capacity for the payment of short-term financial obligations as they fall due is very high. Differs from R-1 (high) by a relatively modest degree. Unlikely to be significantly vulnerable to future events. |
R-1 (low) | Good credit quality. The capacity for the payment of short-term financial obligations as they fall due is substantial. Overall strength is not as favourable as higher rating categories. May be vulnerable to future events, but qualifying negative factors are considered manageable. |
R-2 (high) | Upper end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events. |
R-2 (middle) | Adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events or may be exposed to other factors that could reduce credit quality. |
R-2 (low) | Lower end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events. A number of challenges are present that could affect the issuer’s ability to meet such obligations. |
R-3 | Lowest end of adequate credit quality. There is a capacity for the payment of short-term financial obligations as they fall due. May be vulnerable to future events and the certainty of meeting such obligations could be impacted by a variety of developments. |
R-4 | Speculative credit quality. The capacity for the payment of short-term financial obligations as they fall due is uncertain. |
R-5 | Highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet short-term financial obligations as they fall due. |
D | A financial obligation has not been met or it is clear that a financial obligation will not be met in the near future, or a debt instrument has been subject to a distressed exchange. A downgrade to D may not immediately follow an insolvency or restructuring filing as grace periods, other procedural considerations, or extenuating circumstance may exist. |
• | Likelihood of payment — capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; |
• | Nature of and provisions of the obligation; |
• | Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights. |
AAA | An obligation rated ‘AAA’ has the highest rating assigned by S&P. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong. |
AA | An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong. |
A | An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong. |
BBB | An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. |
BB | An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation. |
B | An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation. |
CCC | An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation. |
CC | An obligation rated ‘CC’ is currently highly vulnerable to nonpayment. |
C | A ‘C’ rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the ‘C’ rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument’s terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par. |
D | An obligation rated ‘D’ is in payment default. The ‘D’ rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an obligation are jeopardized. An obligation’s rating is lowered to ‘D’ upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par. |
NR | This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular obligation as a matter of policy. |
AAA | HIGHEST CREDIT QUALITY. ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. |
AA | VERY HIGH CREDIT QUALITY. ‘AA’ ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. |
A | HIGH CREDIT QUALITY. ‘A’ ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings. |
BBB | GOOD CREDIT QUALITY. ‘BBB’ ratings indicate that expectations of credit risk are currently low. The capacity for timely payment of financial commitments is considered adequate but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. |
BB | SPECULATIVE. ‘BB’ ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. |
B | HIGHLY SPECULATIVE. ‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment. |
CCC | SUBSTANTIAL CREDIT RISK. Default is a real possibility. |
CC | VERY HIGH LEVELS OF CREDIT RISK. Default of some kind appears probable. |
C | EXCEPTIONALLY HIGH LEVELS OF CREDIT RISK. Default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative of a ‘C’ category rating for an issuer include: |
•
the issuer has entered into a grace or cure period following non-payment of a material financial obligation; • the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or • Fitch otherwise believes a condition of ‘RD’ or ‘D’ to be imminent or inevitable, including through the formal announcement of a coercive debt exchange. | |
RD | RESTRICTED DEFAULT. ‘RD’ ratings indicate an issuer that in Fitch’s opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased business. This would include: |
•
the selective payment default on a specific class or currency of debt; • the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation; • the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or • execution of a coercive debt exchange on one or more material financial obligations. | |
D | DEFAULT. ‘D’ ratings indicate an issuer that in Fitch Ratings’ opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business. |
• | The ratings do not predict a specific percentage of default likelihood over any given time period. |
• | The ratings do not opine on the market value of any issuer’s securities or stock, or the likelihood that this value may change. |
• | The ratings do not opine on the liquidity of the issuer’s securities or stock. |
• | The ratings do not opine on the possible loss severity on an obligation should an issuer default. |
• | The ratings do not opine on the suitability of an issuer as a counterparty to trade credit. |
• | The ratings do not opine on any quality related to an issuer’s business, operational or financial profile other than the agency’s opinion on its relative vulnerability to default. |
Aaa | Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk. |
Aa | Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. |
A | Obligations rated A are considered upper-medium grade and are subject to low credit risk. |
Baa | Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics. |
Ba | Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk. |
B | Obligations rated B are considered speculative and are subject to high credit risk. |
Caa | Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk. |
Ca | Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest. |
C | Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest. |
AAA | Highest credit quality. The capacity for the payment of financial obligations is exceptionally high and unlikely to be adversely affected by future events. |
AA | Superior credit quality. The capacity for the payment of financial obligations is considered high. Credit quality differs from AAA only to a small degree. Unlikely to be significantly vulnerable to future events. |
A | Good credit quality. The capacity for the payment of financial obligations is substantial, but of lesser credit quality than AA. May be vulnerable to future events, but qualifying negative factors are considered manageable. |
BBB | Adequate credit quality. The capacity for the payment of financial obligations is considered acceptable. May be vulnerable to future events. |
BB | Speculative, non investment-grade credit quality. The capacity for the payment of financial obligations is uncertain. Vulnerable to future events. |
B | Highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet financial obligations. |
CCC/CC/C | Very highly speculative credit quality. In danger of defaulting on financial obligations. There is little difference between these three categories, although CC and C ratings are normally applied to obligations that are seen as highly likely to default, or subordinated to obligations rated in the CCC to B range. Obligations in respect of which default has not technically taken place but is considered inevitable may be rated in the C category. |
D | A financial obligation has not been met or it is clear that a financial obligation will not be met in the near future or a debt instrument has been subject to a distressed exchange. A downgrade to D may not immediately follow an insolvency or restructuring filing as grace periods or extenuating circumstances may exist. |
AAA | An insurer rated ‘AAA’ has extremely strong financial security characteristics. ‘AAA’ is the highest insurer financial strength rating assigned by S&P. |
AA | An insurer rated ‘AA’ has very strong financial security characteristics, differing only slightly from those rated higher. |
A | An insurer rated ‘A’ has strong financial security characteristics, but is somewhat more likely to be affected by adverse business conditions than are insurers with higher ratings. |
BBB | An insurer rated ‘BBB’ has good financial security characteristics, but is more likely to be affected by adverse business conditions than are higher-rated insurers. |
BB | An insurer rated ‘BB’ has marginal financial security characteristics. Positive attributes exist, but adverse business conditions could lead to insufficient ability to meet financial commitments. |
B | An insurer rated ‘B’ has weak financial security characteristics. Adverse business conditions will likely impair its ability to meet financial commitments. |
CCC | An insurer rated ‘CCC’ has very weak financial security characteristics, and is dependent on favorable business conditions to meet financial commitments. |
CC | An insurer rated ‘CC’ has extremely weak financial security characteristics and is likely not to meet some of its financial commitments. |
R | An insurer rated ‘R’ is under regulatory supervision owing to its financial condition. During the pendency of the regulatory supervision, the regulators may have the power to favor one class of obligations over others or pay some obligations and not others. The rating does not apply to insurers subject only to nonfinancial actions such as market conduct violations. |
SD or D | An insurer rated
‘SD’ (selective default) or ‘D” is in default on one or more of its insurance policy obligations but is not under regulatory supervision that would involve a rating of ‘R’. The ‘D’ rating also will be sued upon the filing of a bankruptcy petition or the taking of similar action if payments on a policy obligation are at risk. A ‘D’ rating is assigned when S&P Global Ratings believes that the default will be a general default and that the obligor will fail to pay substantially all of its obligations in full in accordance with the policy terms. An ‘SD’ rating is assigned when S&P Global Ratings believes that the insurer has selectively defaulted on a specific class of policies but it will continue to meet its payment obligations on other classes of obligations. An ‘SD’ includes the completion of a distressed exchange offer. Claim denials due to lack of coverage or other legally permitted defenses are not considered defaults. |
NR | An insurer designated ‘NR’ is not rated, which implies no opinion about the insurer’s financial security. |
AAA | EXCEPTIONALLY STRONG. ‘AAA’ IFS Ratings denote the lowest expectation of ceased or interrupted payments. They are assigned only in the case of exceptionally strong capacity to meet policyholder and contract obligations. This capacity is highly unlikely to be adversely affected by foreseeable events. |
AA | VERY STRONG. ‘AA’ IFS Ratings denote a very low expectation of ceased or interrupted payments. They indicate very strong capacity to meet policyholder and contract obligations. This capacity is not significantly vulnerable to foreseeable events. |
A | STRONG. ‘A’ IFS Ratings denote a low expectation of ceased or interrupted payments. They indicate strong capacity to meet policyholder and contract obligations. This capacity may, nonetheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings. |
BBB | GOOD. ‘BBB’ IFS Ratings indicate that there is currently a low expectation of ceased or interrupted payments. The capacity to meet policyholder and contract obligations on a timely basis is considered adequate, but adverse changes in circumstances and economic conditions are more likely to impact this capacity. |
BB | MODERATELY WEAK. ‘BB’ IFS Ratings indicate that there is an elevated vulnerability to ceased or interrupted payments, particularly as the result of adverse economic or market changes over time. However, business or financial alternatives may be available to allow for policyholder and contract obligations to be met in a timely manner. |
B | WEAK. ‘B’ IFS Ratings indicate two possible conditions. If obligations are still being met on a timely basis, there is significant risk that ceased or interrupted payments could occur in the future, but a limited margin of safety remains. Capacity for continued timely payments is contingent upon a sustained, favorable business and economic environment, and favorable market conditions. Alternatively, a ‘B’ IFS Rating is assigned to obligations that have experienced ceased or interrupted payments, but with the potential for extremely high recoveries. Such obligations would possess a recovery assessment of ‘RR1’ (Outstanding). |
CCC | VERY WEAK. ‘CCC’ IFS Ratings indicate two possible conditions. If obligations are still being met on a timely basis, there is a real possibility that ceased or interrupted payments could occur in the future. Capacity for continued timely payments is solely reliant upon a sustained, favorable business and economic environment, and favorable market conditions. Alternatively, a ‘CCC’ IFS Rating is assigned to obligations that have experienced ceased or interrupted payments, and with the potential for average to superior recoveries. Such obligations would possess a recovery assessment of ‘RR2’ (Superior), ‘RR3’ (Good), and ‘RR4’ (Average). |
CC | EXTREMELY WEAK. ‘CC’ IFS Ratings indicate two possible conditions. If obligations are still being met on a timely basis, it is probable that ceased or interrupted payments will occur in the future. Alternatively, a ‘CC’ IFS Rating is assigned to obligations that have experienced ceased or interrupted payments, with the potential for average to below-average recoveries. Such obligations would possess a recovery assessment of ‘RR4’ (Average) or ‘RR5’ (Below Average). |
C | DISTRESSED. ‘C’ IFS Ratings indicate two possible conditions. If obligations are still being met on a timely basis, ceased or interrupted payments are imminent. Alternatively, a ‘C’ IFS Rating is assigned to obligations that have experienced ceased or interrupted payments, and with the potential for below average to poor recoveries. Such obligations would possess a recovery assessment of ‘RR5’ (Below Average) or ‘RR6’ (Poor). |
F1 | Insurers are viewed as having a strong capacity to meet their near-term obligations. When an insurer rated in this rating category is designated with a (+) sign, it is viewed as having a very strong capacity to meet near-term obligations. |
F2 | Insurers are viewed as having a moderately strong capacity to meet their near-term obligations. |
F3 | Insurers are viewed as having an adequate capacity to meet their near-term obligations. |
B | Insurers are viewed as having a weak capacity to meet their near-term obligations. |
C | Insurers are viewed as having a very weak capacity to meet their near-term obligations. |
RR1 | OUTSTANDING RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR1’ rated securities have characteristics consistent with securities historically recovering 91%–100% of current principal and related interest. |
RR2 | SUPERIOR RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR2’ rated securities have characteristics consistent with securities historically recovering 71%–90% of current principal and related interest. |
RR3 | GOOD RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR3’ rated securities have characteristics consistent with securities historically recovering 51%–70% of current principal and related interest. |
RR4 | AVERAGE RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR4’ rated securities have characteristics consistent with securities historically recovering 31%–50% of current principal and related interest. |
RR5 | BELOW
AVERAGE RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR5’ rated securities have characteristics consistent with securities historically recovering 11%– 30% of current principal and related interest. |
RR6 | POOR RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR6’ rated securities have characteristics consistent with securities historically recovering 0%–10% of current principal and related interest. |
• | The ratings do not predict a specific percentage of recovery should a default occur. |
• | The ratings do not opine on the market value of any issuer’s securities or stock, or the likelihood that this value may change. |
• | The ratings do not opine on the market value of any issuer’s securities or stock, or the likelihood that this value may change. |
• | The ratings do not opine on the liquidity of the issuer’s securities or stock. |
• | The ratings do not opine on any quality related to an issuer or transaction’s profile other than the agency’s opinion on the relative loss severity of the rated obligation should the obligation default. |
• | Recovery Ratings, in particular, reflect a fundamental analysis of the underlying relationship between financial claims on an entity or transaction and potential sources to meet those claims. The size of such sources and claims is subject to a wide variety of dynamic factors outside the agency’s analysis, which will influence actual recovery rates. |
• | Out-of-court settlements are not contemplated by Fitch’s Recovery Ratings, other than in broad concession payments for some classes of junior-ranking bonds in some specific scenarios. In reality, out-of-court settlements will be influenced heavily by creditor composition and local political and economic imperatives, and Fitch does not attempt to factor these into its Recovery Ratings. |
• | Creditor composition is outside the scope of Recovery Ratings. Concentration of creditors at a certain level of the capital structure, common ownership of claims at different levels in a capital structure or even differing entry prices of investors within a creditor class can have profound effect on actual recovery rates. |
• | Information flows for companies close to default can become erratic, which may reduce Fitch’s visibility on its Recovery Ratings. |
• | Enterprise valuations play a key role in the allocation of recoveries across credit classes. Recovery Ratings assume cash-flow multiples or advance rates, which are driven by subjective forecasts of Fitch analysts of post-restructuring cash flow, achievable exit multiples and appropriate advance rates. All these parameters are subject to volatility before and during the restructuring process. |
• | Recovery rates are strongly influenced by legal decision. Potential legal decisions are not factored into Fitch’s Recovery Ratings. |
Aaa | Insurance companies rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk. |
Aa | Insurance companies rated Aa are judged to be of high quality and are subject to very low credit risk. |
A | Insurance companies rated A are judged to be of upper-medium grade and are subject to low credit risk. |
Baa | Insurance companies rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. |
Ba | Insurance companies rated Ba are judged to be speculative and are subject to substantial credit risk. |
B | Insurance companies rated B are considered speculative and are subject to high credit risk. |
Caa | Insurance companies rated Caa are judged to be speculative of poor standing and are subject to very high credit risk. |
Ca | Insurance companies rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest. |
C | Insurance companies rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest. |
P-1 | Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations. |
P-2 | Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations. |
P-3 | Issuers (or supporting institutions) rated Prim-3 have an acceptable ability to repay short-term obligations. |
P-4 | Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories. |
• | Amortization schedule — the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and |
• | Source of payment — the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note. |
SP-1 | Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation. |
SP-2 | Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes. |
SP-3 | Speculative capacity to pay principal and interest. |
MIG 1 | This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support or demonstrated broad-based access to the market for refinancing. |
MIG 2 | This designation denotes strong credit quality. Margins of protection are ample although not so large as in the preceding group. |
MIG 3 | This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established. |
SG | This designation denotes speculative-quality credit quality. Debt instruments in this category may lack sufficient margins of protection. |
VMIG 1 | This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. |
VMIG 2 | This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. |
VMIG 3 | This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. |
SG | This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand. |
Pfd-1 | Preferred shares rated Pfd-1 are of superior credit quality, and are supported by entities with strong earnings and balance sheet characteristics. Pfd-1 securities generally correspond with companies whose senior bonds are rated in the AAA or AA categories. As is the case with all rating categories, the relationship between senior debt ratings and preferred share ratings should be understood as one where the senior debt rating effectively sets a ceiling for the preferred shares issued by the entity. However, there are cases where the preferred share rating could be lower than the normal relationship with the issuer’s senior debt rating. |
Pfd-2 | Preferred shares rated Pfd-2 are of satisfactory credit quality. Protection of dividends and principal is still substantial, but earnings, the balance sheet, and coverage ratios are not as strong as Pfd-1 rated companies. Generally, Pfd-2 ratings correspond with companies whose senior bonds are rated in the “A” category. |
Pfd-3 | Preferred shares rated Pfd-3 are of adequate credit quality. While protection of dividends and principal is still considered acceptable, the issuing entity is more susceptible to adverse changes in financial and economic conditions, and there may be other adverse conditions present which detract from debt protection. Pfd-3 ratings generally correspond with companies whose senior bonds are rated in the higher end of the BBB category. |
Pfd-4 | Preferred shares rated Pfd-4 are speculative, where the degree of protection afforded to dividends and principal is uncertain, particularly during periods of economic adversity. Companies with preferred shares rated Pfd-4 generally coincide with entities that have senior bond ratings ranging from the lower end of the BBB category through the BB category. |
Pfd-5 | Preferred shares rated Pfd-5 are highly speculative and the ability of the entity to maintain timely dividend and principal payments in the future is highly uncertain. Entities with a Pfd-5 rating generally have senior bond ratings of B or lower. Preferred shares rated Pfd-5 often have characteristics that, if not remedied, may lead to default. |
D | A security rated D implies the dividend or principal payment is in default per the legal documents, the issuer has made it clear that this will be the case in the near future or in certain cases, that there has been a distressed exchange. As such, the non payment of a dividend does not necessarily give rise to the assignment of a D rating. In some cases, DBRS may not assign a D rating under a bankruptcy announcement scenario, as allowances for grace periods may exist in the underlying legal documentation. Once assigned, the D rating will continue until such time as the rating is discontinued or reinstated by DBRS. |
Item 28. | Exhibits |
(a)(1) | Certificate of Trust dated November 5, 2004. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 18, 2005 (Accession Number 0001047469-05-004230). |
(a)(2) | Declaration of Trust dated November 5, 2004 (as amended February 15, 2005 and May 14, 2014). Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on December 19, 2014 (Accession No. 0001193125-14-448869). |
(a)(3) | Reserved. |
(a)(4) | Amended Schedule B, dated February 13, 2019, to the Declaration of Trust, dated November 5, 2004 (as amended February 15, 2005 and May 14, 2014). Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 22, 2019 (Accession No. 0001193125-19-048015). |
(a)(5) | Memorandum and Articles of Association of HCM Commodities Strategy Fund Ltd. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 30, 2009 (Accession Number 0001145443-09-003173). |
(a)(6) | Memorandum and Articles of Association of Commodities Strategy Fund CS Ltd. (formerly JPM Commodities Strategy Fund Ltd.) Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 21, 2012 (Accession Number 0001193125-12-478646). |
(a)(7) | Memorandum and Articles of Association of Access Balanced Fund CS Ltd. (formerly JPM Access Balanced Fund Ltd.) Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 30, 2014 (Accession Number 0001193125-14-170976). |
(a)(8) | Memorandum and Articles of Association of Access Growth Fund CS Ltd. (formerly JPM Access Growth Fund Ltd.) Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 30, 2014 (Accession Number 0001193125-14-170976). |
(a)(9) | Memorandum and Articles of Association of Systematic Alpha Fund CS Ltd. (formerly JPM Systematic Alpha Commodities Subsidiary Ltd.) Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 30, 2014 (Accession Number 0001193125-14-170976). |
(a)(10) | Memorandum and Articles of Association of Diversified Real Return Fund CS Ltd. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on December 22, 2016 (Accession Number 0001193125-16-801383). |
(b)(1) | Amended and Restated By-Laws, as of August 20, 2014. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 27, 2014 (Accession Number 0001193125-14-323466). |
(c) | Instrument defining rights of shareholders. Incorporated by reference to Exhibits (a) and (b). |
(d)(1) | Amended and Restated Investment Advisory Agreement between the Trust and J.P. Morgan Investment Management Inc. (amended as of August 10, 2006). Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 25, 2006 (Accession Number 0001145443-06-003178). |
(d)(2) | Form of Amended Schedule A to the Investment Advisory Agreement (amended as of February 13, 2019). Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 22, 2019 (Accession No. 0001193125-19-048015). |
(d)(3) | Investment Sub-Advisory Agreement for the JPMorgan Highbridge Statistical Market Neutral Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 18, 2005 (Accession Number 0001047469-05-027197). |
(d)(4) | Investment Sub-Advisory Agreement for the JPMorgan China Region Fund dated January 31, 2007. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 26, 2007 (Accession Number 0001145443-07-003339). |
(d)(4)(a) | Form of Amendment to Sub-Advisory Agreement for the JPMorgan China Region Fund dated June 2015. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on June 26, 2015 (Accession Number 0001193125-15-236900). |
(d)(5) | Investment Sub-Advisory Agreement for the JPMorgan Asia Equity Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 17, 2006 (Accession Number 0001145443-06-003457). |
(d)(6) | Investment Sub-Advisory Agreement between JPMIM and J.P. Morgan Private Investments Inc. for the J.P. Morgan Access Funds, dated August 27, 2009. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 30, 2009 (Accession Number 0001145443-09-003173). |
(d)(7) | Investment Sub-Advisory Agreement between JPMIM and Highbridge Capital Management, LLC for the Highbridge Dynamic Commodities Strategy Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on September 30, 2010 (Accession Number 0001145443-10-002410). |
(d)(8) | Form of Investment Management Agreement between HCM Commodities Strategy Fund Ltd. and JPMIM. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 30, 2009 (Accession Number 0001145443-09-003173). |
(d)(9) | Investment Sub-Advisory Agreement between JPMIM and Manning & Napier Advisors, Inc., effective as of the 2nd of December, 2009, for the Access Funds. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 25, 2010 (Accession Number 0001145443-10-000325). |
(d)(10) | Investment Sub-Advisory Agreement between JPMIM and TimesSquare Capital Management, LLC, effective as of the 2nd of December, 2009, for the Access Funds. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 25, 2010 (Accession Number 0001145443-10-000325). |
(d)(11) | Investment Sub-Advisory Agreement between JPMIM and T.Rowe Price Associates, Inc., effective August 26, 2013 from the JPMorgan Access Funds. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 25, 2013 (Accession Number 0001193125-13-453035). |
(d)(12) | Investment Sub-Advisory Agreement between JPMIM and TAMRO Capital Partners LLC, effective as of the 29th day of March 2010, for the Access Funds. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on June 29, 2010 (Accession Number 0001145443-10-001367). |
(d)(13) | Sub-Advisory Agreement between JPMIM and JFIMI for the JPMorgan International Discovery Fund, dated December 7, 2015. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on December 21, 2015 (Accession Number 0001193125-15-408839). |
(d)(14) | Investment Sub-Advisory Agreement between JPMIM and Capital Guardian Trust Company effective as of the 1st day of May 2010, for the Access Funds. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on June 29, 2010 (Accession Number 0001145443-10-001367). |
(d)(15) | Investment Advisory Agreement between the Trust and J.P. Morgan Investment Management Inc. for the JPMorgan Diversified Real Return Fund, dated July 29, 2016. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on December 22, 2016 (Accession Number 0001193125-16-802376). |
(d)(16) | Investment Management Agreement between Diversified Real Return Fund CS Ltd. and JPMIM, dated September 26, 2016. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on December 22, 2016 (Accession Number 0001193125-16-802376). |
(d)(17) | Investment Advisory Agreement between JPMorgan Trust I and Security Capital Research & Management Incorporated for the Security Capital U.S. Core Real Estate Securities Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 27, 2011 (Accession Number 0001193125-11-282286). |
(d)(18) | Subadvisory Agreement between J.P. Morgan Investment Management Inc. (JPMIM) and JF International Management Inc. for the JPMorgan Asia Pacific Focus Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on January 27, 2012 (Accession Number 0001193125-11-026900). |
(d)(18)(a) | Amendment to Subadvisory Agreement between JPMIM and JF International Management Inc for the JPMorgan Asia Pacific Fund, dated June 28, 2012. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on June 28, 2012 (Accession Number 0001193125-12-287249). |
(d)(19) | Form of Investment Management Agreement between Commodities Strategy Fund CS Ltd. (formerly JPM Commodities Strategy Fund Ltd.) and JPMIM. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 21, 2012 (Accession Number 0001193125-12-478646). |
(d)(20) | Investment Management Agreement between Access Balanced Fund CS Ltd. (formerly JPM Access Balanced Fund Ltd.) and JPMIM, dated April 1, 2013. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 15, 2013 (Accession Number 0001193125-13-336372). |
(d)(21) | Investment Sub-Advisory Agreement between JPMIM and J.P. Morgan Private Investment, Inc., for the JPMorgan Access Balanced Fund Ltd., dated April 1, 2013. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 15, 2013 (Accession Number 0001193125-13-336372). |
(d)(22) | Investment Management Agreement between Access Growth Fund CS Ltd. (formerly JPM Access Growth Fund Ltd., and JPMIM, dated April 1, 2013. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 15, 2013 (Accession Number 0001193125-13-336372). |
(d)(23) | Investment Sub-Advisory Agreement between JPMIM and J.P. Morgan Private Investment, Inc., for the JPMorgan Access Growth Fund Ltd., dated April 1, 2013. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 15, 2013 (Accession Number 0001193125-13-336372). |
(d)(24) | Investment Management Agreement between Systematic Alpha Fund CS Ltd. (formerly JPM Systematic Alpha Commodities Subsidiary Ltd.) and JPMIM, dated February 4, 2013. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 15, 2013 (Accession Number 0001193125-13-336372). |
(d)(25) | Investment Management Agreement between Commodities Strategy Fund CS Ltd. (formerly JPM Commodities Strategy Fund Ltd.) and JPMIM, dated December 13, 2012. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 15, 2013 (Accession Number 0001193125-13-336372). |
(d)(26) | Investment Advisory Agreement between the Trust and JPMIM, dated November 11, 2015 for the JPMorgan International Discovery Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 25, 2016 (Accession Number 0001193125-16-478637). |
(e)(1) | Distribution Agreement, dated February 19, 2005, between the Trust and JPMorgan Distribution Services, Inc. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 29, 2005 (Accession Number 0001047469-05-12430). |
(e)(2) | Amendment to the Distribution Agreement, including Schedule A, dated February 12, 2014. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 30, 2014 (Accession Number 0001193125-14-170976). |
(e)(3) | Form of Amended Schedule B to the Distribution Agreement, amended as of February 13, 2019. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 22, 2019 (Accession No. 0001193125-19-048015). |
(e)(4) | Form of Amended Schedule C to the Distribution Agreement, amended as of November 16, 2016. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on December 22, 2016 (Accession Number 0001193125-16-801383). |
(e)(5) | Form of Amended Schedule D to the Distribution Agreement, amended as of February 13, 2019. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 22, 2019 (Accession No. 0001193125-19-048015). |
(e)(6) | Amended Schedule E to the Distribution Agreement, amended as of June 22, 2015. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on May 20, 2016 (Accession Number 0001193125-16-597639). |
(e)(7) | Form of Amended Schedule F to the Distribution Agreement, amended as of November 16, 2016. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on December 22, 2016 (Accession Number 0001193125-16-801383). |
(e)(8) | Amendment, dated November 11, 2015, to the Distribution Agreement, including Schedule A. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on May 20, 2016 (Accession Number 0001193125-16-597639). |
(f) | Deferred Compensation Plan for Eligible Trustees of the Trust. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 25, 2014 (Accession Number 0001193125-14-067467). |
(g)(1)(a) | Amended and Restated Global Custody and Fund Accounting Agreement, dated September 1, 2010, between JPMorgan Chase Bank, N.A. and the entities named on Schedule A. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 28, 2010 (Accession Number 0001145443-10-002212). |
(g)(1)(b) | Form of Amended Schedule A to the Amended and Restated Global Custody and Fund Accounting Agreement (amended as of February 13, 2019). Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 22, 2019 (Accession No. 0001193125-19-048015). |
(g)(1)(c) | Amendment to Amended and Restated Global Custody and Fund Accounting Agreement, dated as of December 1, 2013. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on May 16, 2014 (Accession Number 0001193125-14-202895). |
(g)(1)(d) | Amendment to Amended and Restated Global Custody and Fund Accounting Agreement, dated September 1, 2014. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on December 19, 2014 (Accession No. 0001193125-14-448869). |
(g)(1)(e) | Joinder and Amendment, dated December 1, 2015, including Schedule A, to Amended and Restated Global Custody and Fund Accounting Agreement dated September 1, 2004. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 21, 2016 (Accession Number 0001193125-16-549860). |
(g)(1)(f) | Interest Bearing Deposit Facility Term Sheet, dated December 15, 2016, regarding Cash Accounts (as defined in the Amended and Restated Global Custody and Fund Accounting Agreement). Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on January 13, 2017 (Accession Number 0001193125-17-009478). |
(g)(1)(g) | Form of Amendment to Amended and Restated Global Custody and Fund Accounting Agreement, including Amended Schedule E, dated April 1, 2017, for the JPMorgan SmartRetirement Funds. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on July 21, 2017 (Accession Number 0001193125-17-232898). |
(g)(1)(h) | Form of Amendment to Amended and Restated Global Custody and Fund Accounting Agreement, including Schedule E, dated April 1, 2017. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on July 21, 2017 (Accession Number 0001193125-17-232898). |
(g)(1)(i) | Form of Amendment to the Amended and Restated Global Custody and Fund Accounting Agreement, dated as of September 1, 2010. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 27, 2018 (Accession Number 0001193125-18-064353). |
(g)(2) | Reserved. |
(g)(3) | Reserved. |
(g)(4) | Custody Agreement for the JPMorgan Highbridge Statistical Market Neutral Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 18, 2005 (Accession Number 00010477469-05-027197). |
(g)(5)(a) | Fund Accounting Services Agreement for the Highbridge Statistical Market Neutral Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 18, 2005 (Accession Number 00010477469-05-027197). |
(g)(5)(b) | Form of Amended Schedule C to the Fund Accounting Services Agreement for the Highbridge Statistical Market Neutral Fund dated as of September 1, 2007. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 27, 2008 (Accession Number 0001145443-08-000477). |
(g)(6) | Amended and Restated Global Custody and Fund Accounting Agreement, dated September 1, 2010, between JPMorgan Trust I on behalf of each of the JPMorgan SmartRetirement Funds, JPMorgan Funds Management, Inc., and JPMorgan Chase Bank, NA. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 12, 2010 (Accession Number 0001145443-10-002503). |
(g)(6)(a) | Amended Schedule A to the Amended and Restated Global Custody and Fund Accounting Agreement between JPMorgan Trust I on behalf of the JPMorgan SmartRetirement Funds, J.P. Morgan Investment Management Inc. and JPMorgan Chase Bank, N.A., dated as of May 18, 2016. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on September 15, 2016 (Accession Number 000113125-16-710919). |
(g)(6)(b) | Amendment to the Amended and Restated Global Custody and Fund Accounting Agreement between JPMorgan Trust I on behalf of the JPMorgan SmartRetirement Funds, JPMorgan Funds Management, Inc. and JPMorgan Chase Bank, N.A. dated as of December 1, 2013. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on May 16, 2014 (Accession Number 0001193125-14-202895). |
(g)(6)(c) | Third Party Securities Lending Rider, dated October 4, 2018 to the Amended and Restated Global Custody and Fund Accounting Agreement, dated September 1, 2010 among the Registrant, JPMorgan Chase Bank, N.A. and Citibank, N.A. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 25, 2018 (Accession Number 0001193125-18-307877). |
(g)(7) | Form of Domestic Custody Agreement and Accounting Service Rider between HCM Commodities Strategy Fund, Ltd. and JPMorgan Chase Bank, N.A. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 30, 2009 (Accession Number 0001145443-09-003173). |
(h)(1)(a) | Administration Agreement, dated February 19, 2005 between the Trust and JPMorgan Funds Management, Inc. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 29, 2005 (Accession Number 0001047469-05-12430). |
(h)(1)(b) | Amendment, including Amended Schedule A, dated May 1, 2006, to the Administration Agreement. Incorporated herein by reference to the Registrant’s Registration Statement as filed on August 11, 2006 (Accession Number 0001145443-06-002612). |
(h)(1)(c) | Form of Amended Schedule B to the Administration Agreement (amended as of February 13, 2019). Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 22, 2019 (Accession No. 0001193125-19-048015). |
(h)(1)(d)(i) | Administration Agreement for JPMorgan SmartRetirement Funds, effective May 5, 2006, between the Trust and JPMorgan Funds Management, Inc. Incorporated herein by reference to the Registrant’s registration statement as filed on August 11, 2006 (Accession Number 0001145443-06-002612). |
(h)(1)(d)(ii) | Form of Amended Schedule A, dated May 18, 2016, to the Administration Agreement for JPMorgan SmartRetirement Funds. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on May 20, 2016 (Accession Number 0001193125-16-597639). |
(h)(1)(e) | Form of Administration Agreement between HCM Commodities Strategy Fund, Ltd. and JPMorgan Funds Management Inc. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 30, 2009 (Accession Number 0001145443-09-003173). |
(h)(1)(f) | Amendment to February 19, 2005 Administration Agreement, dated February 12, 2014. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 30, 2014 (Accession Number 0001193125-14-170976). |
(h)(1)(g) | Amendment to February 19, 2005 Administration Agreement, dated November 11, 2015, including Schedule A. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on May 20, 2016 (Accession Number 0001193125-16-597639). |
(h)(2)(a) | Amended and Restated Transfer Agency Agreement between the Trust and Boston Financial Data Services, Inc. (“BFDS”) dated September 1, 2014. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 16, 2014 (Accession Number 0001193125-14-373683). |
(h)(2)(b) | Form of Amended Appendix A, dated as of February 13, 2019, to the Amended and Restated Transfer Agency Agreement between the Trust and BFDS dated September 1, 2014. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 22, 2019 (Accession No. 0001193125-19-048015). |
(h)(2)(c) | Amendment to Amended and Restated Transfer Agency Agreement between the Trust and BFDS, dated November 11, 2015. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on December 22, 2016 (Accession Number 0001193125-16-801383). |
(h)(3)(a) | Shareholder Servicing Agreement, dated February 19, 2005, between the Trust and JPMorgan Distribution Services, Inc. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 29, 2005 (Accession Number 0001047469-05-12430). |
(h)(3)(b) | Amendment to the Shareholder Servicing Agreement including Schedules A and B, (amended as of August 22, 2013). Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on September 27, 2013 (Accession Number 0001193125-13-381972). |
(h)(3)(c) | Form of Amended Schedule B to the Shareholder Servicing Agreement, (amended as of February 13, 2019). Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 22, 2019 (Accession No. 0001193125-19-048015). |
(h)(3)(d) | Amendment, dated February 12, 2014, to the Shareholder Servicing Agreement, dated February 19, 2005. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 30, 2014 (Accession Number 0001193125-14-170976). |
(h)(3)(e) | Amendment dated November 11, 2015, to the Shareholder Servicing Agreement, dated February 19, 2005, including Schedule A. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on May 20, 2016 (Accession Number 0001193125-16-597639). |
(h)(4)(a) | Global Securities Lending Agency Agreement, effective as of October 4, 2018, between the Registrant and Citibank, N.A. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 25, 2018 (Accession Number 0001193125-18-307877). |
(h)(4)(b) | Amendment to the Global Securities Lending Agency Agreement, dated as of December 11,2018. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 22, 2019 (Accession No. 0001193125-19-048015). |
(h)(5)(a) | Form of Fee Waiver Agreement. Incorporated by reference to Pre-effective Amendment No. 1 to the Trust’s Registration Statement on Form N-1A as filed with the Commission on February 27, 2003 (Accession Number 0001047469-03-007028). |
(h)(5)(b) | Form of Fee Waiver Agreement. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on May 17, 2005 (Accession Number 0001047469-05-015040). |
(h)(5)(c) | Form of Fee Waiver Agreement for the Highbridge Statistical Market Neutral Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 25, 2010 (Accession Number 0001145443-10-000325). |
(h)(5)(d) | Fee Waiver Agreement for the JPMorgan Intrepid Long/Short Fund and JPMorgan Strategic Small Cap Value Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 25, 2006 (Accession Number 0001145443-06-003178). |
(h)(5)(e) | Form of Fee Waiver Agreement for JPMorgan SmartRetirement Funds, dated November 1, 2015. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 30, 2015 (Accession Number 0001193125-15-359949). |
(h)(5)(f) | Fee Waiver Agreement for the R Class shares of the JPMorgan Trust I funds listed on Schedule A. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 25, 2006 (Accession Number 0001145443-06-003178). |
(h)(5)(g) | Form of Fee Waiver Agreement for the C Class Shares of JPMorgan International Value Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on June 28, 2006. (Accession Number 0001145443-06-002202). |
(h)(5)(h) | Fee Waiver Agreement for the JPMorgan International Realty Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 25, 2006 (Accession Number 0001145443-06-003178). |
(h)(5)(i) | Form of Fee Waiver Agreement for the new Funds registered in Post-Effective Amendment No. 46. except JPMorgan Tax Aware Real Return SMA Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 17, 2006 (Accession Number 0001145443-06-003457). |
(h)(5)(j) | Form of Fee Waiver Agreement for the JPMorgan Tax Aware Real Return SMA Fund, dated March 1, 2019. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 22, 2019 (Accession No. 0001193125-19-048015). |
(h)(5)(k) | Form of Fee Waiver Agreement for JPMorgan Bond Fund, JPMorgan Emerging Markets Debt Fund, JPMorgan Enhanced Income Fund, JPMorgan Strategic Income Fund, JPMorgan Real Return Fund, and JPMorgan Short Term Bond Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on December 20, 2006 (Accession Number 0001145443-06-003722). |
(h)(5)(l) | Form of Fee Waiver Agreement for the JPMorgan SmartRetirement 2025 Fund, JPMorgan SmartRetirement 2035 Fund, JPMorgan SmartRetirement 2045 Fund, and JPMorgan SmartRetirement 2050 Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 27, 2007 (Accession Number 0001145443-07-000493). |
(h)(5)(m) | Form of Fee Waiver Agreement for the Registrant’s 10-31 FYE Funds (except JPMorgan Systematic Alpha Fund and JPMorgan Tax Aware Real Return SMA Fund), dated March 1, 2019. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 22, 2019 (Accession No. 0001193125-19-048015). |
(h)(5)(n) | Form of Fee Waiver Agreement for the JPMorgan Market Neutral Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 26, 2015 (Accession Number 0001193125-15-065302). |
(h)(5)(p) | Form of Fee Waiver Agreement with respect to the Tax Aware High Income Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 30, 2007 (Accession Number 0001145443-07-002815). |
(h)(5)(q) | Form of Fee Waiver Agreement, dated July 1, 2007, for the Funds listed on Schedule A thereto. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on June 27, 2007 (Accession Number 0001145443-07-001921). |
(h)(5)(r) | Form of Fee Waiver Agreement, dated July 1, 2018, for the FYE 2/28 Funds listed on Schedule A thereto. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on June 28, 2018 (Accession Number 0001193125-18-207334). |
(h)(5)(s) | Form of Fee Waiver Agreement for the Funds listed on Schedule A thereto. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 16, 2007 (Accession Number 0001145443-07-002545). |
(h)(5)(t) | Form of Fee Waiver Agreement for the JPMorgan International Value SMA Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 16, 2007 (Accession Number 0001145443-07-002545). |
(h)(5)(u) | Form of Fee Waiver Agreement for FYE 6/30 Funds listed on Schedule A thereto, dated November 1, 2018. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 25, 2018 (Accession Number 0001193125-18-307877 ). |
(h)(5)(v) | Form of Fee Waiver Agreement for JPMorgan Emerging Economies Fund and JPMorgan Intrinsic Value Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 28, 2007 (Accession Number 0001145443-07-003711). |
(h)(5)(w) | Form of Fee Waiver Agreement for JPMorgan International Markets Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 27, 2008 (Accession Number 0001145443-08-000477). |
(h)(5)(x) | Form of Fee Waiver Agreement for JPMorgan Tax Aware Real Return SMA Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 25, 2010 (Accession Number 0001145443-10-000325). |
(h)(5)(y) | Form of Fee Waiver Agreement for JPMorgan Total Return Fund and JPMorgan Strategic Income Opportunities Fund dated May 22, 2008. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on May 28, 2008 (Accession Number 0001145443-08-001782). |
(h)(5)(z) | Form of Fee Waiver for the JPMorgan International Opportunities Plus Fund dated August 21, 2008. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 26, 2008 (Accession Number 0001145443-08-002437). |
(h)(5)(aa) | Form of Fee Waiver Agreement for the Class R2 Funds. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission on August 28, 2008 (Accession Number 0001145443-08-002493). |
(h)(5)(bb) | Form of Fee Waiver for the Service Shares for the JPMorgan 100% U.S. Treasury Securities Money Market Fund, JPMorgan California Municipal Money Market Fund and JPMorgan New York Municipal Money Market Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 16, 2008 (Accession Number 0001145442-08-002754). |
(h)(5)(cc) | Form of Fee Waiver Agreement for JPMorgan International Value SMA Fund, dated March 1, 2018. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 27, 2018 (Accession Number 0001193125-18-064353). |
(h)(5)(dd) | Form of Fee Waiver Agreement for JPMorgan Access Growth Fund and JPMorgan Access Balanced Fund dated February 23, 2015 with J.P. Morgan Investment Management Inc. and J.P. Morgan Private Investment Inc. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 28, 2015 (Accession Number 0001193125-15-153146). |
(h)(5)(ee) | Form of Fee Waiver Agreement for the JPMorgan Systematic Alpha Fund, dated March 1, 2019. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 22, 2019 (Accession No. 0001193125-19-048015). |
(h)(5)(ff) | Form of Fee Waiver Agreement for Class C Shares for JPMorgan Access Growth Fund and JPMorgan Access Balanced Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 30, 2009 (Accession Number 0001145443-09-003173). |
(h)(5)(gg) | Form of Fee Waiver Agreement for new share classes for JPMorgan Market Neutral Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 28, 2009 (Accession Number 0001145443-09-002631). |
(h)(5)(hh) | Form of Fee Waiver Agreement for JPMorgan International Currency Income Fund dated November 20, 2009. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 30, 2009 (Accession Number 0001145443-09-003173). |
(h)(5)(ii) | Form of Fee Waiver Agreement for JPMorgan U.S. Research Equity Plus Fund and JPMorgan Inflation Managed Bond Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 30, 2009 (Accession Number 0001145443-09-003173). |
(h)(5)(jj) | Form of Fee Waiver Agreement for Eagle Class Shares of certain J.P.Morgan Money Market Funds. Incorporated by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on March 3, 2010 (Accession Number 0001145443-10-000523). |
(h)(5)(kk) | Form of Fee Waiver Agreement for JPMorgan Research Equity Long/Short Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on March 12, 2010 (Accession Number 0001145443-10-00635). |
(h)(5)(ll) | Form of Fee Waiver Agreement for JPMorgan Alternative Strategies Fund dated November 1, 2014. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 28, 2014 (0001193125-14-385254). |
(h)(5)(mm) | Form of Fee Waiver Agreement for JPMorgan Managed Income Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on May 20, 2010 (Accession Number 0001145443-10-001110). |
(h)(5)(nn) | Form of Fee Waiver Agreement for JPMorgan Current Yield Money Market Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on June 14, 2010 (Accession Number 0001145443-10-001296). |
(h)(5)(oo) | Form of Fee Waiver Agreement for JPMorgan Global Natural Resources Fund, JPMorgan Growth Long/Short Fund, JPMorgan Multi-Cap Long/Short Fund JPMorgan Credit Opportunities Fund and JPMorgan Multi-Sector Income Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 23, 2010 (Accession Number 0001145443-10-001892). |
(h)(5)(pp) | Form of Fee Waiver Agreement for Class R5 Share of the Highbridge Dynamic Commodities Strategy Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on September 30, 2010 (Accession Number 0001145443-10-002410). |
(h)(5)(qq) | Form of Fee Waiver Agreement for JPMorgan Tax Aware Income Opportunities Fund, JPMorgan Diversified Real Return Fund, JPMorgan Tax Aware Equity Fund, JPMorgan Mid Cap Core Fund, JPMorgan Global Equity Income Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 22, 2010 (Accession Number 0001145443-10-002576). |
(h)(5)(rr) | Form of Fee Waiver Agreement for Class R6 shares of J.P. Morgan Funds. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 22, 2010 (Accession Number 0001145443-10-002576). |
(h)(5)(ss) | Form of Fee Waiver Agreement for JPMorgan Equity Focus Fund, JPMorgan Floating Rate Income Fund, JPMorgan Current Income Fund and JPMorgan Global Allocation Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 24, 2011 (Accession Number 0001193125-11-044730). |
(h)(5)(tt) | Form of Fee Waiver Agreement for Class R6 Shares of JPMorgan U.S. Research Equity Plus Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on March 30, 2011 (Accession Number 0001193125-11-082703). |
(h)(5)(uu) | Form of Fee Waiver Agreement for Security Capital U.S. Core Real Estate Securities Fund, dated May 1, 2017. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 27, 2017 (Accession Number 0001193125-17-142868). |
(h)(5)(vv) | Form of Fee Waiver Agreement for JPMorgan U.S. Large Cap Core Plus Fund II. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on July 8, 2011 (Accession Number 0001193125-11-151562). |
(h)(5)(ww) | Form of Fee Waiver Agreement for Class R6 Shares of JPMorgan Multi-Sector Income Fund and JPMorgan Global Natural Resources Fund and Class R2 and Class R6 Shares for JPMorgan U.S. Small Company Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 19, 2011 (Accession Number 0001193125-11-227294). |
(h)(5)(xx) | Form of Fee Waiver Agreement for JPMorgan Global Opportunities Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 25, 2011 (Accession Number 0001193125-11-232171). |
(h)(5)(yy) | Form of Fee Waiver Agreement for JPMorgan Total Emerging Markets Fund, JPMorgan Asia Pacific Focus Fund, JPMorgan International Unconstrained Equity Fund, JPMorgan Global Unconstrained Equity Fund and JPMorgan Ex-G4 Currency Strategies Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 30, 2011 (Accession Number 000119125-11-236288). |
(h)(5)(zz) | Form of Fee Waiver Agreement for JPMorgan Global Opportunities Fund, dated November 1, 2011. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 28, 2011 (Accession Number 0001193125-11-286013). |
(h)(5)(aaa) | Form of Fee Waiver Agreement for JPMorgan SmartRetirement 2055 Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 14, 2011 (Accession Number 0001193125-11-311304). |
(h)(5)(bbb) | Form of Fee Waiver Agreement for JPMorgan Global Bond Opportunities Fund and JPMorgan Floating Rate Income Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on December 20, 2017 (Accession Number 0001193125-17-374470). |
(h)(5)(ccc) | Form of Fee Waiver Agreement for JPMorgan SmartRetirement Blend Funds and JPMorgan SmartAllocation Equity Fund, dated November 1, 2015. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 30, 2015 (Accession Number 0001193125-15-359949). |
(h)(5)(ddd) | Form of Fee Waiver Agreement for JPMorgan SmartAllocation Equity Fund and JPMorgan SmartAllocation Income Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on June 21, 2012 (Accession Number 0001193125-12-278222). |
(h)(5)(eee) | Form of Fee Waiver Agreement for JPMorgan Emerging Markets Local Currency Debt Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 11, 2012 (Accession Number 0001193125-12-158414). |
(h)(5)(fff) | Form of Fee Waiver Agreement for JPMorgan Global Bond Opportunities Fund and JPMorgan Quantitative Large Cap Plus Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on May 23, 2012 (Accession Number 0001193125-12-245173). |
(h)(5)(ggg) | Form of Fee Waiver for JPMorgan Commodities Strategy Fund, dated March 1, 2018. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 27, 2018 (Accession Number 0001193125-18-064353). |
(h)(5)(hhh) | Form of Fee Waiver Agreement for JPMorgan China Region Fund, JPMorgan India Fund, JPMorgan Latin America Fund and JPMorgan Russia Fund, dated September 1, 2012. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 25, 2012 (Accession Number 0001193125-12-435309). |
(h)(5)(iii) | Form of Fee Waiver Agreement for JPMorgan New York Tax Free Bond Fund, dated September 1, 2012. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 25, 2012 (Accession Number 0001193125-12-435309). |
(h)(5)(jjj) | Form of Fee Waiver Agreement for JPMorgan Corporate Bond Fund, JPMorgan Short Duration High Yield Fund and JPMorgan Diversified Risk Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 21, 2012 (Accession Number 0001193125-12-478646). |
(h)(5)(kkk) | Form of Fee Waiver Agreement for JPMorgan Global Research Enhanced Index Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 21, 2012 (Accession Number 0001193125-12-478646). |
(h)(5)(lll) | Form of Fee Waiver Agreement for JPMorgan Dynamic Income Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 25, 2013 (Accession Number 0001193125-13-074151). |
(h)(5)(mmm) | Form of Fee Waiver Agreement for JPMorgan Total Bond Plus Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 25, 2013 (Accession Number 0001193125-13-074151). |
(h)(5)(nnn) | Form of Fee Waiver Agreement for JPMorgan Emerging Markets Corporate Debt Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on May 17, 2013 (Accession Number 0001193125-13-225827). |
(h)(5)(ooo) | Form of Fee Waiver Agreement for JPMorgan Tax Aware Real Return Fund Class R6 Shares. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on June 14, 2013 (Accession Number 0001193125-13-259111). |
(h)(5)(ppp) | Form of Fee Waiver Agreement for JPMorgan Floating Rate Income Fund Class R6 Shares. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 15, 2013 (Accession Number 0001193125-13-336372). |
(h)(5)(qqq) | Form of Fee Waiver Agreement for JPMorgan Emerging Markets Equity Income Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 26, 2013 (Accession Number 0001193125-13-346399). |
(h)(5)(rrr) | Fee Waiver Agreement for new expense caps for JPMorgan Intrepid Advantage Fund, JPMorgan Intrepid International Fund and JPMorgan Emerging Market Equity Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on September 27, 2013 (Accession Number 0001193125-13-381972). |
(h)(5)(sss) | Form of Fee Waiver Agreement for JPMorgan Emerging Markets Equity Fund Class R6 Shares. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 2, 2013 (Accession Number 0001193125-13-388555). |
(h)(5)(ttt) | Form of Fee Waiver Agreement for JPMorgan Income Fund and JPMorgan Hedged Equity Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 25, 2013 (Accession Number 0001193125-13-453035). |
(h)(5)(uuu) | Form of Fee Waiver Agreement for Class R2 and Class R6 Shares for JPMorgan Total Return Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on December 18, 2013 (Accession Number 0001193125-13-477415). |
(h)(5)(vvv) | Form of Fee Waiver Agreement for Class R2, Class R5, and Class R6 Shares for the JPMorgan Mid Cap Equity Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on December 23, 2013 (Accession Number 0001193125-13-483089). |
(h)(5)(www) | Form of Fee Waiver Agreement for JPMorgan Equity Low Volatility Income Fund and JPMorgan Opportunistic Equity Long/Short Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on June 4, 2014 (Accession Number 0001193125-14-225348). |
(h)(5)(xxx) | Form of Fee Waiver Agreement for JPMorgan Europe Research Enhanced Equity Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on June 26, 2014 (Accession Number 0001193125-14-250915). |
(h)(5)(yyy) | Form of Fee Waiver Agreement for JPMorgan SmartAllocation Income Fund dated July 1, 2016. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on June 29, 2016 (Accession Number 0001193125-16-636764). |
(h)(5)(zzz) | Form of Fee Waiver Agreement with J.P. Morgan Investment Management Inc. and JPMorgan Distribution Services, Inc. for JPMorgan Access Growth Fund and JPMorgan Access Balanced Fund, dated November 1, 2018. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 25, 2018 (Accession Number 0001193125-18-307877). |
(h)(5)(aaaa) | Form of Fee Waiver Agreement for JPMorgan International Equity Income Fund Class R6 Shares. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 21, 2014 (Accession No. 0001193125-14-421485). |
(h)(5)(bbbb) | Form of Fee Waiver Agreement for JPMorgan Global Unconstrained Equity Fund, JPMorgan International Unconstrained Equity Fund and JPMorgan Global Equity Income Fund (to be renamed JPMorgan International Equity Income Fund). Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 21, 2014 (Accession No. 0001193125-14-421485). |
(h)(5)(cccc) | Form of Fee Waiver Agreement for JPMorgan Intrepid International Fund Class R6 Shares. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on March 16, 2015 (Accession No. 0001193125-15-093282). |
(h)(5)(dddd) | Form of Fee Waiver Agreement for JPMorgan Emerging Economies Fund Class R5 and Class R6 Shares. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 7, 2015 (Accession Number 000193125-15-283104). |
(h)(5)(eeee) | Form of Fee Waiver Agreement for JPMorgan Latin America Fund, Class R6 Shares. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 10, 2015 (Accession Number 000193125-15-284538). |
(h)(5)(ffff) | Form of Fee Waiver Agreement for JPMorgan Intrepid America Fund Class R6 Shares, JPMorgan Intrepid Growth Fund Class R6 Shares and JPMorgan Growth and Income Fund Class R2, Class R5 and Class R6 Shares. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 31, 2015 (Accession Number 0001193125-15-308407). |
(h)(5)(gggg) | Form of Fee Waiver Agreement for JPMorgan U.S. Research Equity Plus Fund, JPMorgan U.S. Dynamic Plus Fund, JPMorgan U.S. Large Cap Core Plus Fund, JPMorgan Research Market Neutral Fund, JPMorgan Research Long/Short Fund and JPMorgan Opportunistic Long/Short Fund, dated September 1, 2015. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 30, 2015 (Accession Number 0001193125-15-359949). |
(h)(5)(hhhh) | Form of Fee Waiver Agreement for JPMorgan California Municipal Money Market Fund Premier and Reserve Shares, JPMorgan Federal Money Market Fund Capital Shares and JPMorgan New York Municipal Money Market Fund Premier Shares. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 17, 2015 (Accession Number 0001193125-15-379542). |
(h)(5)(iiii) | Form of Fee Waiver Agreement for the JPMorgan International Discovery Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on December 21, 2015 (Accession Number 0001193125-15-408839). |
(h)(5)(jjjj) | Form of Fee Waiver Agreement for JPMorgan Small Cap Core Fund Class A, Class C and Class R6 Shares and JPMorgan Small Cap Equity Fund Class R6 Shares. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on March 16, 2016 (Accession Number 0001193125-16-506358). |
(h)(5)(kkkk) | Form of Fee Waiver Agreement for JPMorgan Diversified Real Return Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on July 29, 2016 (Accession Number 0001193125-16-662533). |
(h)(5)(llll) | From of Fee Waiver Agreement for the JPMorgan SmartRetirement Funds. Class R3 and Class R4 Shares. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on May 20, 2016 (Accession Number 0001193125-16-597639). |
(h)(5)(mmmm) | Form of Fee Waiver Agreement for the JPMorgan SmartRetirement 2060 Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on May 24, 2016 (Accession Number 0001193125-16-600453). |
(h)(5)(nnnn) | Form of Fee Waiver Agreement for the JPMorgan SmartRetirement Blend 2060 Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on May 24, 2016 (Accession Number 0001193125-16-600453). |
(h)(5)(oooo) | Form of Fee Waiver Agreement for the Class R3 and Class R4 Shares for the JPMorgan Small Cap Equity Fund, JPMorgan U.S. Equity Fund and JPMorgan U.S. Small Company Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on July 11, 2016 (Accession Number 0001193125-16-645533). |
(h)(5)(pppp) | Form of Fee Waiver Agreement for Class 5 Shares for the JPMorgan U.S. Small Company Fund, JPMorgan Emerging Markets Equity Fund and JPMorgan International Value Fund and Class R3, Class R4, Class R5 and Class R6 Shares of the JPMorgan Value Advantage Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on September 1, 2016 (Accession Number 0001193125-16-699660). |
(h)(5)(qqqq) | Form of Fee Waiver Agreement for the JPMorgan Small Cap Core Fund Class R5 Shares. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on September 15, 2016 (Accession Number 000113125-16-710919). |
(h)(5)(rrrr) | Form of Fee Waiver Agreement with J.P. Morgan Investment Management Inc. and J.P. Morgan Private Investment Inc. for JPMorgan Accesse Balanced Fund and JPMorgan Access Growth Fund, dated November 1, 2018. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 25, 2018 (Accession Number 0001193125-18-307877). |
(h)(5)(ssss) | Form of Fee Waiver Agreement for JPMorgan Access Balanced Fund and JPMorgan Access Growth Fund, dated November 1, 2018. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 25, 2018 (Accession Number 0001193125-18-307877). |
(h)(5)(tttt) | Form of Fee Waiver Agreement for JPMorgan SmartRetirement Funds, dated November 1, 2018. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 25, 2018 (Accession Number 0001193125-18-307877). |
(h)(5)(uuuu) | Form of Fee Waiver Agreement for JPMorgan SmartRetirement Blend Funds, dated November 1, 2018. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 25, 2018 (Accession Number 0001193125-18-307877). |
(h)(5)(vvvv) | Form of Fee Waiver Agreement for JPMorgan Floating Rate Income Fund and JPMorgan Global Bond Opportunities Fund, dated December 29, 2016. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on December 22, 2016 (Accession Number 0001193125-16-802376). |
(h)(5)(wwww) | Form of Fee Waiver Agreement for JPMorgan Small Cap Core Fund Class A, Class C and Class I Shares, dated April 10, 2017. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 7, 2017 (Accession Number 0001193125-17-116080). |
(h)(5)(xxxx) | Form of Fee Waiver Agreement for Class T Shares of J.P. Morgan Funds listed in Schedule A. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 28, 2017 (Accession Number 0001193125-17-062627). |
(h)(5)(yyyy) | Form of Fee Waiver Agreement for JPMorgan SmartRetirement Blend Funds, Class R3 and Class R4 Shares. Incorporated herein by reference to Registrant’s Registration Statement as filed with the Securities and Exchange Commission on May 25, 2017 (Accession Number 0001193125-17-183579). |
(h)(5)(zzzz) | Form of Fee Waiver Agreement for JPMorgan Global Bond Opportunities Fund, dated May 18, 2017. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on May 18, 2017 (Accession Number 0001193125-17-174989). |
(h)(5)(aaaaa) | Form of Fee Waiver Agreement for Class R2, Class R3 and Class R4 Shares for JPMorgan Emerging Markets Equity Fund and JPMorgan Small Cap Core Fund, Class R3 and Class R4 Shares for JPMorgan Growth and Income Fund and Class R2 Shares for JPMorgan Value Advantage Fund. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission on July 28, 2017 (Accession Number 0001193125-17-240082). |
(h)(5)(bbbbb) | Form of Fee Waiver Agreement for JPMorgan Short Duration Core Plus Fund (formerly JPMorgan Short Duration High Yield Fund). Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on September 26, 2017 (Accession Number 0001193125-17-294384). |
(h)(5)(ccccc) | Form of Fee Waiver Agreement for JPMorgan Strategic Income Opportunities Fund, Class R6 Shares. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 30, 2017 (Accession Number 0001193125-17-325151). |
(h)(5)(ddddd) | Form of Fee Waiver Agreement for Class R6 Shares for JPMorgan Global Research Enhanced Index Fund, JPMorgan Global Allocation Fund and JPMorgan Income Builder Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 31, 2017 (Accession Number 0001193125-17-327921). |
(h)(5)(eeeee) | Form of Fee Waiver Agreement for JPMorgan Intermediate Tax Free Bond Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 3, 2017 (Accession Number 0001193125-17-332715). |
(h)(5)(fffff) | Form of Fee Waiver Agreement for JPMorgan Small Cap Blend Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on June 1, 2018 (Accession Number 0001193125-18-181410). |
(h)(5)(ggggg) | Form of Fee Waiver Agreement for JPMorgan Inflation Managed Bond Fund, dated October 1, 2018. Incorporated herein by reference to the Registrant’s Registration Statement as filed September 27, 2018 (Accession Number 0001193125-18-285810). |
(h)(5)(hhhhh) | Form of Fee Waiver Agreement for Class R6 Shares for JPMorgan Tax Aware Equity Fund, JPMorgan Europe Dynamic Fund, JPMorgan California Tax Free Bond Fund, JPMorgan New York Tax Free Bond Fund, and JPMorgan Equity Focus Fund and Class R3, Class R4 and Class R5 Shares for JPMorgan Global Allocation Fund, dated October 1, 2018. Incorporated herein by reference to the Registrant Registration Statement filed on September 28, 2018 (Accession Number 0001193125-18-286983). |
(h)(5)(iiiii) | Form of Amendment to Expense Waiver Agreements. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 25, 2018 (Accession Number 0001193125-18-307877). |
(h)(5)(jjjjj) | Form of Fee Waiver Agreement for JPMorgan High Yield Municipal Fund, dated November 1, 2018. Incorporated herein by reference to the Registrant’s Registration Statement filed on October 30, 2018. (Accession Number 0001193125-18-312355) |
(h)(5)(kkkkk) | Form of Affiliated Money Market Fund Fee Waiver Agreement for 10-31 FYE Funds, dated March 1, 2019. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 22, 2019 (Accession No. 0001193125-19-048015). |
(h)(5)(lllll) | Form of Fee Waiver Agreement for Agency Shares and Institutional Class Shares for the JPMorgan California Municipal Money Market Fund and JPMorgan New York Municipal Money Market Fund, dated March 1, 2019. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 27, 2019 (0001193125-19-054269). |
(h)(6) | Indemnification Agreement. Incorporated herein by reference to the Registrant’s Registration Statement filed on February 18, 2005 (Accession Number 0001047469-05-004230). |
(h)(7) | Form of Trust Fund/SERV Agreement used by JPMorgan Distribution Services, Inc. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission on August 21, 2017 (Accession Number 0001193125-17-263741). |
(h)(8) | Form of Sub Transfer Agency Agreement between the Record keeper and the Registrant. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 30, 2016 (Accession Number 0001193125-16-696907). |
(h)(9) | Form of Service Agreement between the Financial Intermediary and JPMorgan Distribution Services, Inc. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 30, 2016 (Accession Number 0001193125-16-696907). |
(h)(10) | Form of Mutual Fund Sales Agreement between the Financial Intermediary and JPMorgan Distribution Services, Inc. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission on August 21, 2017 (Accession Number 0001193125-17-263741). |
(h)(11) | Form of Bilateral Networking Agreement among Registrant, JPMorgan Distribution Services, Inc. and the Financial Intermediary. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on August 30, 2016 (Accession Number 0001193125-16-696907). |
(h)(12) | HCM Commodities Strategy Fund Ltd Appointment of Agent of Service of Process, dated February 24, 2010. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 25, 2010 (Accession Number 0001145443-10-000325). |
(h)(13) | Form of Fund of Funds Service Agreement. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 27, 2011 (Accession Number 0001193125-11-284291). |
(h)(14) | Form of Administrative Sub-Accounting Agreement. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on June 27, 2013 (Accession Number 0001193125-13-274886). |
(h)(15) | Form of JPMDS Sales Agreement – JPMorgan Money Market Funds. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 27, 2011 (Accession Number 0001193125-11-284291). |
(h)(16) | Form of JPMDS Service Agreement – JPMorgan Managed Income Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 27, 2011 (Accession Number 0001193125-11-284291). |
(h)(17) | Form of JPMDS Service Agreement and Sales Agreement for JPMorgan Money Market Funds. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 25, 2012 (Accession Number 0001193125-12-435309). |
(h)(18) | Form Amendment, dated July 1, 2016, for Money Market Reform for Agreements between Financial Intermediary, JPMDS, the Trust, JPMIM and SCRM. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on January 13, 2017 (Accession Number 0001193125-17-009478). |
(i) | Opinion and consent of counsel. To be filed by Amendment. |
(j)(1) | Consent of independent registered public accounting firm. To be filed by Amendment. |
(k) | Not applicable. |
(l) | Certificate of Sole Shareholder. Incorporated by reference to Pre-Effective Amendment No. 1 to the Trust’s Registration Statement on Form N-1A as filed with the Commission on February 27, 2003 (Accession Number 0001047469-03-007028). |
(m)(1) | Combined Amended and Restated Distribution Plan, amended as of November 11, 2015, including Schedules A and B. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 17, 2015 (Accession Number 0001193125-15-379542). |
(m)(2) | Amended Schedule B, dated February 13, 2019, to the Combined Amended and Restated Distribution Plan (as amended November 11, 2015). Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 22, 2019 (Accession No. 0001193125-19-048015). |
(n)(1) | Combined Amended and Restated Rule 18f-3, Multi-Class Plan, including Exhibit A, amended as of September 30, 2018. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 22, 2019 (Accession No. 0001193125-19-048015). |
(n)(2) | Amended Exhibit B, dated Filed February 13, 2019, to the Combined Amended and Restated Rule 18f-3 Multi-Class Plan, amended as of September 30, 2018. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 22, 2019 (Accession No. 0001193125-19-048015). |
(o) | Reserved. |
(p) | Codes of Ethics. |
(p)(1) | Code of Ethics of the Trust. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on May 20, 2016 (Accession Number 0001193125-16-597639). |
(p)(2) | Code of Ethics for JPMAM, including JPMIM and Security Capital Research & Management Inc., effective February 1, 2005, revised March 31, 2016. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 26, 2016 (Accession Number 0001193125-16-556708). |
(p)(3) | Code of Ethics for JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.). Incorporated by reference to Exhibit (p)(3) to Post-Effective Amendment No. 5 to the Trust’s Registration Statement on Form N-1A as filed with the Commission on December 15, 2004 (Accession Number 0001047464-04-037387). |
(p)(4) | Reserved. |
(p)(5) | T. Rowe Price Group, Inc. Code of Ethics and Conduct. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on January 13, 2014 (Accession Number 000119312-14-009374). |
(p)(6) | Reserved. |
(p)(7) | Reserved. |
(p)(8) | Reserved. |
(p)(9) | Reserved. |
(p)(10) | Code of Ethics for JF International Management Inc. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on March 9, 2011) (Accession No. 0001193125-11-060747). |
(p)(11) | J.P. Morgan Private Investment Inc. Code of Ethics. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on March 9, 2011) (Accession No. 0001193125-11-060747). |
(p)(12) | Reserved. |
(p)(13) | The Capital Group Companies, including Capital Guardian Trust Company, Code of Ethics. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 28, 2011 (Accession Number 0001193125-11-115332). |
(p)(14) | Reserved. |
(99)(a) | Powers of Attorney for the Trustees. Filed herewith. |
(99)(b) | Power of Attorney for Brian S. Shlissel. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 22, 2019 (Accession No. 0001193125-19-048015). |
(99)(c) | Power of Attorney for Timothy J. Clemens. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 22, 2019 (Accession No. 0001193125-19-048015). |
(99)(d) | Power of Attorney for Stephen P. Fisher. Filed herewith. |
Item 29. | Persons Controlled by or Under Common Control with the Registrant |
Item 30. | Indemnification |
Item 31. | Business and Other Connections of the Investment Adviser |
Item 32. | Principal Underwriter |
Name with Registrant | Positions
and Offices With JPMorgan Distribution Services, Inc. |
Positions
with Registrant | ||
Susan Montgomery | Director & President | None | ||
Michael R. Machulski | Director, Managing Director & Treasurer None | |||
Anthony J. Horan | Senior Vice President & Assistant Secretary | None | ||
Aisling V. DeSola | Vice President & Secretary | None | ||
James A. Hoffman | Executive Director | None | ||
Jessica K. Ditullio | Assistant Secretary | Assistant Secretary | ||
Frank J. Drozek | Assistant Treasurer | None | ||
Christopher J. Mohr | Assistant Treasurer | None |
Item 33. | Location of Accounts and Records |
Item 34. | Management Services |
Item 35. | Undertakings |
JPMorgan Trust I | |
By: | Brian
S. Shlissel* |
Name: Brian S. Shlissel | |
Title: President and Principal Executive Officer |
(99)(a) | Powers of Attorney for the Trustees. |
(99)(d) | Power of Attorney for Stephen P. Fisher. |