JPMorgan Institutional Trust
			J.P. Morgan Series Trust II

			  SECRETARY'S CERTIFICATE


      The undersigned hereby certifies that she is the Secretary of JPMorgan
Institutional Trust and J.P. Morgan Series Trust II (the "Trusts"); that the
following is a true and correct copy of the resolutions approving the amount
and form of the fidelity bond adopted by vote of a majority of the members of
the Board of Trustees of the Trusts, including a majority of the Trustees who
are not interested persons of the Trusts (within the meaning of Section 2(a)(19)
of the Investment Company Act of 1940 Act, as amended) on the 25th day of
March, 2008 and that said resolutions are in full force and effect:

		RESOLVED, effective April 11, 2008 or such later date
	(the "Effective Date") as the Trustees of J.P. Morgan Series Trust II
	and JPMorgan Institutional Trust (the "Trusts") are elected as
	directors of the Pacholder High Yield Fund, Inc.
	(the "Pacholder Fund"), the Pacholder Fund be added as an Insured to
	the Fidelity Bond written by St. Paul Fire and Marine Insurance Company
	(the "Bond") which covers the Trusts and that such Bond be increased
	from $3,200,000 to $3,800,000 to include the Pacholder Fund as an
	Insured; and

		FURTHER RESOLVED, that it is the finding of the Trustees of the
	Trusts and separately the finding of the Independent Trustees that the
	addition of the Pacholder Fund to the Bond is in the best interests of
	the Trusts and that the Bond, in accordance with the requirements of
	Rule 17g-1 promulgated by the Securities and Exchange Commission under
	Section 17(g) of the Investment Company Act of 1940, as amended, is
	reasonable in form and amount, after having given due consideration to,
	among other things, the value of the aggregate assets of the Pacholder
	Fund and each of the funds that are series of the Trusts to which any
	person covered under the Bond may have access, the type and terms of
	the arrangements made for the custody and safekeeping of assets of the
	Pacholder Fund and the Trusts, the number of other parties named as
	insured parties under the Bond and the nature of the business
	activities of other parties; and

		FURTHER RESOLVED, that the premium to be paid by the Trusts
	under the Bond be, and hereby is, approved by the Trustees and
	separately by the Independent Trustees after having given due
	consideration to, among other things, the number of other parties
	insured under the Bond, the nature of the business activities of those
	other parties, the amount of the Bond and the extent to which the
	share of the maximum premium allocated to each Trust under the Bond is
	no more than the premium that such Trust would have had to pay had it
	maintained a single insured bond; and

		FURTHER RESOLVED, that, effective as of the Effective Date,
	the Bond with the addition of the Pacholder Fund, be, and hereby is,
	approved by a vote of a majority of the Trustees and separately by the
	Independent Trustees; and

		FURTHER RESOLVED, that the officers of Trusts be, and each of
	them hereby is, authorized and directed to enter into an agreement
	among the Trusts and the Pacholder Fund effective as of the Effective
	Date, in substantially the form furnished to the Trustees, as required
	by Rule 17g-1, with the other named Insureds under the Bond providing
	that in the event any recovery is received under the Bond as a result
	of a loss sustained by a Trust and also by one or more of the other
	named Insureds, that each Trust shall receive an equitable and
	proportionate share of the recovery, but in no event less than the
	amount it would have received had it provided and maintained a single
	insured bond with the minimum coverage required by paragraph (d) (1)
	of the aforementioned Rule 17g-1; and

		FURTHER RESOLVED, that the appropriate officers of the Trusts
	be, and they hereby are, authorized and directed to prepare, execute
	and file such amendments and supplements to the aforesaid agreement,
	and to take such other action as may be necessary or appropriate in
	order to conform to the provisions of the Investment Company Act of
	1940, as amended, and the rules and regulations thereunder; and

		FURTHER RESOLVED, that the Secretary of the Trusts shall file
	the Bond or cause the Bond to be filed with the Securities and
	Exchange Commission and give notice required under paragraph (g) of
	the aforementioned Rule 17g-1; and

		FURTHER RESOLVED, that the appropriate officers of the Trusts
	be, and each of them hereby is, authorized to make any and all payments
	and to do any and all other acts, in the name of the Trusts and on
	their behalf, as they, or any of them, may determine to be necessary or
	desirable and proper in connection with or in furtherance of the
	foregoing resolutions.

Dated this 25th day of September, 2008


						_/s/ Jessica K. Ditullio___
						Jessica K. Ditullio										Secretary