-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FynBnp8pFoPhKN63o2kmspqkgC1Ep9KhW5qRGxnbR6rfBe6g/JiOpjuFoM149uED JUfI/EC8ynVrbBWwOspXtg== 0000949365-09-000106.txt : 20090826 0000949365-09-000106.hdr.sgml : 20090826 20090826153422 ACCESSION NUMBER: 0000949365-09-000106 CONFORMED SUBMISSION TYPE: 40-17G/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20090826 DATE AS OF CHANGE: 20090826 EFFECTIVENESS DATE: 20090826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JPMorgan Institutional Trust CENTRAL INDEX KEY: 0001303608 IRS NUMBER: 201491791 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 40-17G/A SEC ACT: 1940 Act SEC FILE NUMBER: 811-21638 FILM NUMBER: 091036277 BUSINESS ADDRESS: STREET 1: C/O JPMORGAN DISTRIBUTION SERVICES, INC. STREET 2: 1111 POLARIS PARKWAY CITY: COLUMBUS STATE: OH ZIP: 43240 BUSINESS PHONE: 800-480-4111 MAIL ADDRESS: STREET 1: C/O JPMORGAN DISTRIBUTION SERVICES, INC. STREET 2: 1111 POLARIS PARKWAY CITY: COLUMBUS STATE: OH ZIP: 43240 40-17G/A 1 combinedfidtybdchngs.txt AMENDED FIDELITY BOND POLICY COVER SHEET Job Name: XP3310D5 Print Date and Time: 05/21/09 21:00 File Number: O617O Business Center/ Original Business Unit: FINANCIAL AND PROFESSIONAL SERVICES Policy Number: 490PB2216 Name of insured: JPMORGAN FUNDS Agency Number: 3180284 Department or Expense Center: 001 Underwriter: 1470873 Underwriting Team: Data Entry Person: ROBERT BARNETT Date and Time: 05/21/09 12:04 004 Special Instructions Policy Commencement Date: 03/01/09 This is an OUT OF SEQUENCE endorsement. Check previous endorsements for related changes. Verify that the information still applies to the policy. THIS POLICY CONTAINS FORMS SELECTED THROUGH DOCUMENT SELECT The hard copy of the bond issued by the Underwriter will be referenced in the event of a loss ICB001 Rev. 7/04 2004 The Travelers Companies, Inc. Page 1 of 2 INVESTMENT COMPANY BLANKET BOND St. Paul Fire and Marine Insurance Company St. Paul, Minnesota 55102-1396 (A Stock Insurance Company, herein called Underwriter) DECLARATIONS BOND NO. 490PB2216 Item 1. Name of Insured (herein called Insured): JPMORGAN FUNDS Principal Address: 245 PARK AVENUE - 2ND FLOOR NY1-Q205 NEW YORK, NY 10167 Item 2. Bond Period from 12:01 a.m. on 03/01/09 to 12:01 a.m. on 03/01/2010 the effective date of the termination or cancellation of the bond, standard time at the Principal Address as to each of said dates. Item 3. Limit of Liability Subject to Sections 9, 10, and 12 hereof: Limit of Deductible Liability Amount Insuring Agreement A - FIDELITY $12,925,000 $0 Insuring Agreement B - AUDIT EXPENSE $50,000 $0 Insuring Agreement C - PREMISES $12,925,000 $25,000 Insuring Agreement D - TRANSIT $12,925,000 $25,000 Insuring Agreement E - FORGERY OR ALTERATION $12,925,000 $25,000 Insuring Agreement F - SECURITIES $12,925,000 $25,000 Insuring Agreement G - COUNTERFEIT CURRENCY $12,925,000 $25,000 Insuring Agreement H - STOP PAYMENT $50,000 $5,000 Insuring Agreement I - UNCOLLECTIBLE ITEMS OF DEPOSIT $50,000 $5,000 OPTIONAL COVERAGES ADDED BY RIDER: INSURING AGREEMENT (J) UNAUTHORIZED SIGNATURES $50,000 $2,500 INSURING AGREEMENT (K) COMPUTER SYSTEMS $12,925,000 $25,000 INSURING AGREEMENT (L) VOICE - INITIATED TRANSFER $12,925,000 $25,000 INSURING AGREEMENT (M) TELEFACIMILE TRANSACTIONS $12,925,000 $25,000 If "Not Covered" is inserted above opposite any specified Insuring Agreement or Coverage, such Insuring Agreement or Coverage and any other reference thereto in this bond shall be deemed to be deleted therefrom. Item 4. Offices or Premises Covered - Offices acquired or established subsequent to the effective date of this bond are covered according to the terms of General Agreement A. All the Insured's offices or premises in existence at the time this bond becomes effective are covered under this bond except the offices or premises located as follows: N/A The hard copy of the bond issued by the Underwriter will be referenced in the event of a loss ICB001 Rev. 7/04 2004 The Travelers Companies, Inc. Page 2 of 2 Item 5. The liability of the Underwriter is subject to the terms of the following endorsements or riders attached hereto: Endorsements or Riders No. 1 through ICB001 Rev. 7/04, ICB010 Ed 7/04, ICB011 Ed. 7-04, ICB012 Ed. 7-04, ICB013 Ed. 7-04, ICB014 Ed. 7-04, ICB015 Ed. 7-04, ICB016 Ed. 7-04, ICB017 Ed. 7-04, ICB018 Ed. 7-04, ICB026 Ed. 7-04, ICB037 Ed. 7-04, MEL4734 Ed. 11-06 Item 6. The Insured by the acceptance of this bond gives notice to the Underwriter terminating or canceling prior bonds or policy(ies) No.(s) 490PB1831 such termination or cancellation to be effective as of the time this bond becomes effective. IN WITNESS WHEREOF, the Company has caused this bond to be signed by its President and Secretary and countersigned by a duly authorized representative of the Company. Countersigned: ST. PAUL FIRE AND MARINE INSURANCE COMPANY /s/ Bruce Backberg Secretary /s/ Brian MacLean President Authorized Representative Countersigned At Countersignature Date The hard copy of the bond issued by the Underwriter will be referenced in the event of a loss. *********************************************************************** ICB010 Ed. 7/04 Page 1 of 5 ENDORSEMENT OR RIDER THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. The following spaces proceeded by an (*) need not be completed if this endorsement or rider and the Bond or Policy have the same inception date. Attached to and Forming Part of Bond Or Policy No. 490PB2216 Date Endorsement or Rider Executed 05/14/2009 * Effective Date of Endorsement or Rider 12:01 A.M. Standard Time as Specified in the Bond or Policy 04/24/2009 *ISSUED TO JPMORGAN FUNDS Named Insured Endorsement It is agreed that: 1. From and after the time this rider becomes effective the Insured under the attached bond are: JPMorgan Trust I including: Highbridge Statistical Market Neutral Fund JPMorgan 100% U.S. Treasury Securities Money Market Fund JPMorgan Asia Equity Fund JPMorgan Bond Fund JPMorgan California Municipal Money Market Fund JPMorgan California Tax Free Bond Fund JPMorgan Capital Growth Fund JPMorgan China Region Fund JPMorgan Disciplined Equity Fund JPMorgan Diversified Fund JPMorgan Dynamic Growth Fund JPMorgan Dynamic Small Cap Growth Fund JPMorgan Emerging Markets Debt Fund JPMorgan Emerging Markets Equity Fund JPMorgan Enhanced Income Fund JPMorgan Federal Money Market Fund JPMorgan Global Focus Fund JPMorgan Growth and Income Fund JPMorgan Income Builder Fund JPMorgan India Fund JPMorgan Intermediate Tax Free Bond Fund JPMorgan International Currency Income Fund JPMorgan International Equity Fund JPMorgan International Opportunities Fund JPMorgan International Realty Fund JPMorgan International Value Fund JPMorgan International Value SMA Fund JPMorgan Intrepid America Fund JPMorgan Intrepid European Fund JPMorgan Intrepid Growth Fund JPMorgan Intrepid International Fund JPMorgan Intrepid Multi Cap Fund JPMorgan Intrepid Value Fund JPMorgan Intrepid Japan Fund (f/k/a JPMorgan Japan Fund) JPMorgan Latin America Fund JPMorgan Market Neutral Fund JPMorgan Mid Cap Equity Fund JPMorgan New York Municipal Money Market Fund JPMorgan New York Tax Free Bond Fund JPMorgan Prime Money Market Fund JPMorgan Real Return Fund JPMorgan Russia Fund JPMorgan Short Term Bond Fund JPMorgan Small Cap Core Fund JPMorgan Small Cap Equity Fund JPMorgan SmartRetirement 2010 Fund JPMorgan SmartRetirement 2015 Fund JPMorgan SmartRetirement 2020 Fund JPMorgan SmartRetirement 2025 Fund JPMorgan SmartRetirement 2030 Fund JPMorgan SmartRetirement 2035 Fund JPMorgan SmartRetirement 2040 Fund JPMorgan SmartRetirement 2045 Fund JPMorgan SmartRetirement 2050 Fund JPMorgan SmartRetirement Income Fund JPMorgan Strategic Preservation Fund JPMorgan Strategic Small Cap Value Fund JPMorgan Tax Aware Disciplined Equity Fund JPMorgan Tax Aware Enhanced Income Fund JPMorgan Tax Aware High Income Fund JPMorgan Tax Aware Real Return Fund JPMorgan Tax Aware Real Return SMA Fund JPMorgan Tax Aware Short-Intermediate Income Fund JPMorgan Tax Aware U.S. Equity Fund JPMorgan Tax Free Money Market Fund JPMorgan U.S. Equity Fund JPMorgan U.S Large Cap Core Plus Fund JPMorgan U.S. Small Company Fund JPMorgan Value Advantage Fund JPMorgan Value Discovery Fund JPMorgan Emerging Economies Fund JPMorgan International Markets Fund JPMorgan Total Return Fund JPMorgan Strategic Income Opportunities Fund JPMorgan Intrepid Plus Fund JPMorgan U.S. Large Cap Value Plus Fund JPMorgan Trust II including: JPMorgan Arizona Municipal Bond Fund JPMorgan Core Bond Fund JPMorgan Core Plus Bond Fund JPMorgan Diversified Mid Cap Growth Fund JPMorgan Diversified Mid Cap Value Fund JPMorgan Equity Income Fund JPMorgan Equity Index Fund JPMorgan Government Bond Fund JPMorgan High Yield Bond Fund JPMorgan Intermediate Bond Fund JPMorgan International Equity Index Fund JPMorgan Intrepid Mid Cap Fund JPMorgan Investor Balanced Fund JPMorgan Investor Conservative Growth Fund JPMorgan Investor Growth & Income Fund JPMorgan Investor Growth Fund JPMorgan Kentucky Municipal Bond Fund JPMorgan Large Cap Growth Fund JPMorgan Large Cap Value Fund JPMorgan Liquid Assets Money Market Fund JPMorgan Louisiana Municipal Bond Fund JPMorgan Market Expansion Index Fund JPMorgan Michigan Municipal Bond Fund JPMorgan Michigan Municipal Money Market Fund JPMorgan Mortgage-Backed Securities Fund JPMorgan Multi-Cap Market Neutral Fund JPMorgan Municipal Income Fund JPMorgan Municipal Money Market Fund JPMorgan Ohio Municipal Bond Fund JPMorgan Ohio Municipal Money Market Fund JPMorgan Short Duration Bond Fund JPMorgan Short Term Municipal Bond Fund JPMorgan Small Cap Growth Fund JPMorgan Small Cap Value Fund JPMorgan Tax Free Bond Fund JPMorgan Treasury & Agency Fund JPMorgan U.S. Government Money Market Fund JPMorgan U.S. Real Estate Fund JPMorgan U.S. Treasury Plus Money Market Fund JPMorgan Ultra Short Duration Bond Fund JPMorgan West Virginia Municipal Bond Fund Undiscovered Managers Funds including: JPMorgan Realty Income Fund Undiscovered Managers Behavioral Growth Fund Undiscovered Managers Behavioral Value Fund Undiscovered Managers Small Cap Growth Fund UM Investment Trust including: Undiscovered Managers Multi-Strategy Fund J.P. Morgan Mutual Fund Group including: JPMorgan Short Term Bond Fund II J.P. Morgan Fleming Mutual Fund Group including: JPMorgan Mid Cap Value Fund J.P. Morgan Mutual Fund Investment Trust including: JPMorgan Growth Advantage Fund JPMorgan Insurance Trust including: JPMorgan Insurance Trust Balanced Portfolio JPMorgan Insurance Trust Core Bond Portfolio JPMorgan Insurance Trust U.S. Equity Portfolio f/k/a JPMorgan Insurance Trust Diversified Equity Portfolio JPMorgan Insurance Trust Diversified Mid Cap Growth Portfolio JPMorgan Insurance Trust Mid Cap Value Portfolio f/k/a JPMorgan Insurance Trust Diversified Mid Cap Value Portfolio JPMorgan Insurance Trust Equity Index Portfolio JPMorgan Insurance Trust International Equity Portfolio JPMorgan Insurance Trust Intrepid Growth Portfolio JPMorgan Insurance Trust Intrepid Mid Cap Portfolio JPMorgan Insurance Trust Small Cap Core Portfolio f/k/a JPMorgan Insurance Trust Small Cap Equity Portfolio JPMorgan Institutional Trust including: JPMorgan Core Bond Trust JPMorgan Equity Index Trust JPMorgan Intermediate Bond Trust JPMorgan Ultra Short Duration Bond Trust JPMorgan Short Term Bond Trust Pacholder High Yield Fund, Inc. 2. The first named Insured shall act for itself and for each and all of the Insured for all the purposes of the attached bond. 3. Knowledge possessed or discovery made by any Insured or by any partner or officer thereof shall for all the purposes of the attached bond constitute knowledge or discovery by all the Insured. 4. If, prior to the termination of the attached bond in its entirety, the attached bond is terminated as to any Insured, there shall be no iability for any loss sustained by such Insured unless discovered before the time such termination as to such Insured becomes effective. 5. The liability of the Underwriter for loss or losses sustained by any or all of the Insured shall not exceed the amount for which the Underwriter would be liable had all such loss or losses been sustained by any one of the Insured. Payment by the Underwriter to the first named Insured of loss sustained by any Insured shall fully release the Underwriter on account of such loss. 6. If the first named Insured ceases for any reason to be covered under the attached bond, then the Insured next named shall thereafter be considered as the first named Insured for all the purposes of the attached bond. Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than as above stated. By Authorized Representative EX-1 2 fidelitybondfilingstmt.txt FIDELITY BOND FILING STATEMENT Rule 17g-1 Bonding of Officers and Employees of Registered Management Investment Companies 17g-1(g)(1)(ii)(c): Statement showing the amount of the single insured bond which each investment company would have provided and maintained had it not been named as an insured under a joint insured bond JPMorgan Trust I $2,500,000 JPMorgan Trust II 2,500,000 Undiscovered Managers Funds 525,000 UM Investment Trust 525,000 JPMorgan Insurance Trust 1,000,000 J.P. Morgan Fleming Mutual Fund Group, Inc. 2,100,000 J.P. Morgan Mutual Fund Group 525,000 J.P. Morgan Mutual Fund Investment Trust 750,000 JPMorgan Institutional Trust 2,100,000 Pacholder High Yield Fund, Inc. 400,000 The Premium for JPMorgan Trust I, JPMorgan Trust II, Undiscovered Managers Funds, UM Investment Trust, JPMorgan Insurance Trust, J.P. Morgan Fleming Mutual Fund Group, Inc., J.P. Morgan Mutual Fund Group and J.P. Morgan Mutual Fund Investment Trust is paid for the period March 1, 2009 to March 1, 2010. The Premium for JPMorgan Institutional Trust and Pacholder High Yield Fund, Inc. is paid for the period April 22, 2009 to March 1, 2010. EX-2 3 allfundsseccertificate.txt SECRETARY'S CERTIFICATE JPMORGAN TRUST I JPMORGAN TRUST II UNDISCOVERED MANAGERS FUNDS JPMORGAN INSURANCE TRUST J.P. MORGAN FLEMING MUTUAL FUND GROUP, INC. J.P. MORGAN MUTUAL FUND GROUP J.P. MORGAN MUTUAL FUND INVESTMENT TRUST UM INVESTMENT TRUST JPMORGAN INSTITUTIONAL TRUST PACHOLDER HIGH YIELD FUND, INC. SECRETARY'S CERTIFICATE The undersigned hereby certifies that he is the Secretary of JPMorgan Trust I, JPMorgan Trust II, Undiscovered Managers Funds, JPMorgan Insurance Trust, J.P. Morgan Fleming Mutual Fund Group, Inc., J.P. Morgan Mutual Fund Group, J.P. Morgan Mutual Fund Investment Trust, UM Investment Trust, JPMorgan Institutional Trust, and Pacholder High Yield Fund, Inc. (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/Directors of the Trusts, including a majority of the Trustees/Directors 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 30th day of July, 2009 and that said resolutions are in full force and effect: RESOLVED, that it is the finding of the Trustees of JPMorgan Trust I, JPMorgan Trust I, Undiscovered Managers Funds, JPMorgan Insurance Trust, J.P. Morgan Fleming Mutual Fund Group, Inc., J.P. Morgan Mutual Fund Group, J.P. Morgan Mutual Fund Investment Trust, UM Investment Trust, JPMorgan Institutional Trust and Pacholder High Yield Fund,Inc., (collectively, the "Trusts") and separately the finding of the Independent Trustees that the proposed Fidelity Bond written by St.Paul Fire and Marine Insurance Company (the "Bond") in the aggregate.amount of $12,925,000, covering, among others, officers and employees of the Trusts, 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 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 Trusts, the number of other parties named as insured parties under the Bond and the nature of the business activities of other parties; FURTHER RESOLVED, that the premium paid by the Trusts under the Bond be, and hereby is, approved and ratified 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; FURTHER RESOLVED, that the Bond be, and hereby is, approved and ratified by a vote of a majority of the Trustees and separately by the Independent Trustees; FURTHER RESOLVED, that the agreement on behalf and among the Trusts,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 the 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 is hereby approved and ratified; 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; FURTHER RESOLVED, that the Secretary of the Trusts shall file the Bond with the Securities and Exchange Commission and give notice required under paragraph (g) of the aforementioned Rule 17g-1. FURTHER RESOLVED, that the appropriate officers of the Trusts be,and each of them singly 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 the Trusts' 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 13 day of August, 2009. /s/ Frank J. Nasta Frank J. Nasta Secretary EX-3 4 jntfidltybdamdagrmt.txt JOINT FIDELITY BOND AGREEMENT JOINT FIDELITY BOND AGREEMENT AGREEMENT made effective this 22nd day of April, 2009, by and among each of the Registrants listed on Schedule A to this Agreement (each a "Registrant" and collectively, the "Registrants") And each an "Insured" and collectively, the "Insureds"). WHEREAS, each Registrant is a management investment company registered under the Investment Company Act of 1940, as amended the "1940 Act"); and WHEREAS, pursuant to the requirements of Rule 17g-1 under the 1940 Act, each Registrant is required to maintain a fidelity bond against larceny and embezzlement covering certain of its officers and employees; and WHEREAS, Rule 17g-1 provides that a registered management investment company may obtain a joint insured bond covering itself and other persons, as specified in Rule 17g-1(b) under the 1940 Act, including other registered investment companies that are managed and/or whose shares are distributed by the same entities (or affiliates of such entities); and WHEREAS, each series of the Registrants is managed by subsidiaries or affiliates of JPMorgan Chase & Co. ("JPMorgan"); and WHEREAS, the Insureds have entered into a Registered Management Investment Company Bond issued by St. Paul Fire and Marine Insurance Company ("Bond"); and WHEREAS, the Insureds desire to provide for: (1) the method by which the amount of coverage provided under the Bond will be determined from time to time; and (2) an equitable and proportionate allocation of any proceeds received under the Bond in the event that one or more Insureds suffer loss and consequently are entitled to recover under the Bond; NOW THEREFORE, it is hereby agreed among the parties hereto as follows: 1. Amount of Coverage Maintained. The amount of fidelity bond coverage under the Bond shall at all times be at least equal in amount to the total amount of coverage which each Registrant would have been required to provide and maintain individually pursuant to the schedule set forth in paragraph (d) of Rule 17g-1 under the 1940 Act had each Registrant not been a named Insured under the Bond. 2. Allocation of Recovery. In the event recovery is received under the Bond as a result of loss sustained by more than one of the Insureds, each such Registrant shall receive an equitable and proportionate share of the recovery which shall be at least equal to the amount which that Registrant would have received had it provided and maintained a single insured bond with the minimum coverage required by Rule 17g-1(d)(1). 3. Allocation of Premiums. No premium shall be paid by a Registrant under the Bond unless that Registrant's Board of Trustees, including majority of those Trustees who are not "interested persons" of the Registrant as defined by Section 2(a)(19) of the 1940 Act, shall approve the portion of the premium to be paid by that Registrant. The premium payable on the Bond shall be allocated among the Insureds as determined by the Registrants' Boards of Trustees. 4. Amendment. This Agreement may not be amended or modified in any manner except by a written agreement executed by the parties. This Agreement supersedes the Joint Fidelity Bond Agreement dated as of March 1, 2009 between JPMorgan Trust I, JPMorgan Trust II, Undiscovered Managers Funds, JPMorgan Insurance Trust, J.P. Morgan Fleming Mutual Fund Group, Inc., J.P. Morgan Mutual Fund Group, J.P. Morgan Mutual Fund Investment Trust, UM Investment Trust. 5. Applicable Law. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York. 6. Term. The term of this Agreement shall commence on the date hereof and shall terminate upon the termination or cancellation of the Bond. IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in its name and behalf by its authorized representative effective as of the day and year first above written. JPMorgan Trust I JPMorgan Trust II Undiscovered Managers Funds JPMorgan Insurance Trust J.P. Morgan Fleming Mutual Fund Group, Inc. J.P. Morgan Mutual Fund Group J.P. Morgan Mutual Fund Investment Trust UM Investment Trust JPMorgan Institutional Trust Pacholder High Yield Fund, Inc. By: /s/ Robert L. Young Name: Robert L. Young Title:Senior Vice President 2 - -- Schedule A: Registrants JPMorgan Trust I JPMorgan Trust II Undiscovered Managers Funds JPMorgan Insurance Trust J.P. Morgan Fleming Mutual Fund Group, Inc. J.P. Morgan Mutual Fund Group J.P. Morgan Mutual Fund Investment Trust UM Investment Trust JPMorgan Institutional Trust Pacholder High Yield Fund, Inc. EX-4 5 phfinstltrstseccert.txt SECRETARY'S CERTIFICATE JPMorgan Institutional Trust Pacholder High Yield Fund, Inc. Secretary's Certificate The undersigned hereby certifies that he is the Secretary of JPMorgan Institutional Trust and Pacholder High Yield Fund, Inc. (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/Directors of the Trusts, including a majority of the Trustees/Directors 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 22nd day of April, 2009 and that said resolutions are in full force and effect, except as superseded by resolutions adopted on July 30, 2009: Approval of Fidelity Bond Coverage RESOLVED, that it is the finding of the Trustees of JPMorgan Institutional Trust (the "Institutional Trust") and separately the finding of the Independent Directors that the Fidelity Bond written by St. Paul Fire and Marine Insurance Company (the "Bond") which covers JPMorgan Trust I, JPMorgan Trust II, Undiscovered Managers Funds, JPMorgan Insurance Trust, J.P. Morgan Fleming Mutual Fund Group, Inc., J.P. Morgan Mutual Fund Group, J.P. Morgan Mutual Fund Investment Trust, UM Investment Trust and, if applicable, Pacholder High Yield Fund, Inc. (collectively, the "Trusts") and the Institutional Trust in the amount of $12,925,000 is in the best interest of the Institutional Trust 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 Institutional Trust 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 Institutional Trust 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 RESOLVED, that it is the finding of the Directors of Pacholder High Yield Fund, Inc. (the "Pacholder Fund") and separately the finding of the Independent Directors that the Fidelity Bond written by St. Paul Fire and Marine Insurance Company (the "Bond") which covers JPMorgan Trust I, JPMorgan Trust II, Undiscovered Managers Funds, JPMorgan Insurance Trust, J.P. Morgan Fleming Mutual Fund Group, Inc., J.P. Morgan Mutual Fund Group, J.P. Morgan Mutual Fund Investment Trust, UM Investment Trust and, if applicable, JPMorgan Institutional Trust (collectively, the "Trust") and the Pacholder Fund in the amount of $12,925,000 is in the best interest of the Pacholder Fund 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, effective April 24, 2009 or such later date (the "Merger Effective Date") as the J.P. Morgan Series Trust II funds (the "STII funds") are merged into the JPMorgan Insurance Trust (the "Insurance Trust"), the Bond be increased by $350,000; FURTHER RESOLVED, that the premiums to be paid by the Institutional Trust and Pacholder Fund under the Bond be, and hereby are, approved by the Trustees/Directors and separately by the Independent Trustees/Directors 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 premiums allocated to the Institutional Trust and Pacholder Fund under the Bond is no more than the premiums that the Institutional Trust or Pacholder Fund would have had to pay had it maintained a single insured bond; and FURTHER RESOLVED, that the Bond be, and hereby is, approved by a vote of a majority of the Trustees/Directors and separately by the Independent Trustees/Directors; and FURTHER RESOLVED, that the officers of the Institutional Trust and Pacholder Fund be, and each of them hereby is, authorized and directed to enter into an agreement among the Trusts and the Institutional Trust and Pacholder Fund, in substantially the form furnished to the Trustees/Directors, 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 the Institutional Trust/Pacholder Fund 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 Institutional Trust and Pacholder Fund 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 existing Fidelity Bond written by St. Paul Fire and Marine Insurance Company be cancelled as of the effective date of the Bond with respect to the Institutional Trust and Pacholder Fund only; and FURTHER RESOLVED, that the appropriate officers of the Institutional Trust and Pacholder Fund 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 13 day of August, 2009 /s/ Frank J. Nasta Frank J. Nasta Secretary -----END PRIVACY-ENHANCED MESSAGE-----