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0001145443-09-000335.txt : 20090303
0001145443-09-000335.hdr.sgml : 20090303
20090303165651
ACCESSION NUMBER: 0001145443-09-000335
CONFORMED SUBMISSION TYPE: DEF 14A
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20090422
FILED AS OF DATE: 20090303
DATE AS OF CHANGE: 20090303
EFFECTIVENESS DATE: 20090303
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: DEF 14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 811-21638
FILM NUMBER: 09652370
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
0001303608
S000007334
JPMorgan Ultra Short Duration Bond Trust
C000020138
JPMorgan Ultra Short-Term Bond Trust
0001303608
S000007335
JPMorgan Short-Term Bond Trust
C000020139
JPMorgan Short-Term Bond Trust
0001303608
S000007336
JPMorgan Intermediate Bond Trust
C000020140
JPMorgan Intermediate Bond Trust
0001303608
S000007337
JPMorgan Core Bond Trust
C000020141
JPMorgan Core Bond Trust
0001303608
S000007338
JPMorgan Equity Index Trust
C000020142
JPMorgan Equity Index Trust
DEF 14A
1
d24371.htm
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.
)
Filed by the
Registrant[x] |
|
|
|
Filed
by a Party other than the Registrant [ ] |
Check the appropriate box:
[ ] Preliminary Proxy
Statement
[ ] Confidential, For Use of
the Commission Only (as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy
Statement
[ ] Definitive Additional
Materials
[ ] Soliciting Material
Pursuant to Rule 14a-11(c) or Rule 14a-12
JPMORGAN INSTITUTIONAL TRUST
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing
Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
[x] No fee required.
[ ] Fee computed on table below
per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) |
|
Title of each class of securities to which transaction
applies: |
(2) |
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Aggregate number of securities to which transaction
applies: |
(3) |
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) |
|
Proposed maximum aggregate value of transaction: |
[ ] Fee paid previously with
preliminary materials.
[ ] |
|
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing. |
(1) |
|
Amount Previously Paid: |
(2) |
|
Form, Schedule or Registration Statement No.: |
JPMORGAN INSTITUTIONAL TRUST
JPMorgan Core Bond
Trust
JPMorgan Intermediate Bond Trust
JPMorgan Equity Index Trust
245 Park Avenue
New York, New York 10167
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held
on April 22, 2009
March 3, 2009
To the Shareholders:
A Special Meeting of the shareholders of JPMorgan Institutional
Trust (the Trust), on behalf of each of its series named above (each, a Fund, and collectively, the Funds) will be
held on April 22, 2009, at 10:00 a.m., Eastern Time, at 245 Park Avenue, New York, New York. Please contact your Client Service Manager if you have
questions relating to attending the Special Meeting in person. The Special Meeting will be held for the following purposes:
1. To elect a Board of thirteen Trustees (Proposal
1);
2. To consider and act upon such other business as may
properly come before the meeting and any adjournments thereof.
The close of business on February 23, 2009 has been fixed as the
record date for the determination of shareholders entitled to receive notice of and to vote at the meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN
THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED. YOUR PROMPT RETURN OF THE PROXY WILL HELP ENSURE A QUORUM AT THE MEETING AND AVOID
THE EXPENSE TO THE TRUST OF FURTHER SOLICITATION. IN ADDITION TO VOTING BY MAIL, YOU MAY ALSO VOTE EITHER BY TELEPHONE OR VIA THE INTERNET, AS
FOLLOWS:
To vote by Telephone:
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To vote by Internet:
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(1) Read the
Proxy Statement and have your proxy card at hand. |
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(1)
Read the Proxy Statement and have your proxy card at hand. |
(2) Call the
toll-free number that appears on your proxy card. |
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(2)
Go to the website that appears on your proxy card. |
(3) Enter the
control number set forth on the proxy card and follow the simple instructions. |
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(3)
Enter the control number set forth on the proxy card and follow the simple instructions. |
We encourage you to vote by telephone or via the Internet
using the control number that appears on your enclosed proxy card.
Whichever method you choose, please read the enclosed Proxy
Statement before you vote.
Important Notice regarding the availability of Proxy Materials
for the Shareholder Meeting to be held on April 22, 2009.
This Proxy Statement is available at the website listed on
your proxy card.
By Order of the Board of Trustees,
Secretary
JPMorgan Institutional Trust
JPMorgan Core Bond
Trust
JPMorgan Intermediate Bond Trust
JPMorgan Equity Index Trust
245 Park Avenue
New York, New York
10167
PROXY STATEMENT
Special Meeting of Shareholders to be held on April 22,
2009
This proxy statement is being furnished in connection with the
solicitation of proxies by the Board of Trustees (the Board) of JPMorgan Institutional
Trust1 (the Trust) on behalf of JPMorgan Core Bond Trust (Core Bond Trust),
JPMorgan Intermediate Bond Trust (Intermediate Bond Trust), and JPMorgan Equity Index Trust (Equity Index Trust) (each, a
Fund, and collectively, the Funds) for use at the special meeting of shareholders to be held on April 22, 2009 (the
Meeting) and at any adjournments thereof. If the enclosed proxy is executed properly and returned in time to be voted at the meeting, the
shares represented will be voted according to the instructions contained therein. Executed proxies that are unmarked will be voted for the election of
each nominee for trustee, and for or against any other matters acted upon at the meeting in the discretion of the persons named as
proxies.
A proxy may be revoked at any time prior to its exercise by
filing with the Secretary of the Funds a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the
Meeting and voting in person. This proxy statement and the related proxy card will be mailed to shareholders on or about March 3,
2009.
The Board has fixed the close of business on February 23, 2009 as
the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and any adjournments thereof. A majority of the
total outstanding shares of the Trust entitled to vote shall constitute a quorum for purposes of Proposal 1.
In the event that the necessary quorum to transact business or
the vote required to approve any proposal is not obtained by the date of the Meeting, a person named as proxy may propose one or more adjournments of
the Meeting for a reasonable period or periods to permit further solicitation or proxies. In addition, if, in the judgment of the persons named as
proxies, it is advisable to defer action on one or more proposals, the persons named as proxies may propose one or more
1 |
|
In addition to the Funds, JPMorgan Institutional Trust consists
of two additional series: JPMorgan Ultra Short Duration Bond Trust and JPMorgan Short-Term Bond Trust. These two funds have not commenced
operations.
|
1
adjournments of the Meeting with respect to such proposal or
proposals for a reasonable period or periods. Any broker non-votes received will be excluded from the denominator of the calculation of the number of
votes required to approve any proposal to adjourn a meeting. Please refer to the section in this proxy statement entitled Adjournments for
additional details.
Shares of the Funds are held of record by J.P. Morgan Investment
Management Inc. or its affiliates on behalf of institutional clients pursuant to investment advisory agreements or other arrangements with such
institutional clients (the Clients). To the extent that any Fund is held in street name by broker-dealer firms for the benefit
of their customers and clients, the Funds expect that such broker-dealer firms will request the instructions of such customers and clients on how to
vote their shares on each proposal at the meeting. The Fund understands that, under the rules of the New York Stock Exchange (NYSE), such
broker-dealers may grant authority to the proxies designated by the Trust to vote on the election of trustees for the Trust if no instructions have
been received prior to the date specified in the broker-dealer firms request for voting instructions.
In tallying shareholder votes, abstentions, withhold authority
votes and broker non-votes (i.e., shares held by brokers or nominees as to which instructions have not been received from the beneficial
owners or the persons entitled to vote and either (i) the broker or nominee does not have discretionary voting power or (ii) the broker or nominee
returns the proxy card but expressly declines to vote on a particular matter) will be counted as shares that are present and entitled to vote for
purposes of determining the presence of a quorum for the transaction of business.
PROPOSAL 1
ELECTION OF TRUSTEES
Background
The Board, based on the recommendation of the Nominating
Committee, has nominated the following individuals for election as trustees of the Funds (each, a Nominee and collectively, the
Nominees) who currently serve as trustees of the JPMorgan Funds. Each Nominee would hold office until his or her successor is elected and
qualified. The Nominees are Fergus Reid, III, William J. Armstrong, John F. Finn, Dr. Matthew Goldstein, Robert J. Higgins, Peter C. Marshall, Marilyn
McCoy, William G. Morton, Jr., Robert A. Oden, Jr., Frederick W. Ruebeck, James J. Schonbachler, Frankie D. Hughes, and Leonard M. Spalding, Jr. None
of the Nominees have served as trustees of the Funds. The Nominees serve on the Board of Trustees (the JPMorgan Funds Board) of the
JPMorgan Funds, a mutual fund complex consisting of 138 registered investment companies advised by the Funds investment adviser, J.P. Morgan
Investment Management Inc. (JPMIM) or its affiliates. JPMIM is a wholly owned subsidiary of JPMorgan
2
Chase & Co., a leading global financial services firm
with assets of $2.2 trillion and operations in more than 60 countries.
The Funds are currently overseen by a Board of six members (the
Alternative Products Board). At a meeting held on January 15, 2009, the current Board, based upon the recommendation of the Nominating
Committee, increased the number of trustees of the Funds from six to thirteen, with such increase to take effect immediately after the Meeting. The
increase in the number of trustees and the nomination of the thirteen Nominees is one of the last of a series of initiatives that are designed to,
among other things, further integrate administration of the Funds with the JPMorgan Funds following the July 1, 2004 merger of Bank One Corporation
into JPMorgan Chase & Co. Since July 1, 2004, JPMIM and its affiliates have actively taken steps to integrate the fund operations of the two
organizations to the greatest extent possible in order to take advantage of operational and administrative efficiencies that are expected to be
achieved by such integration. One way to achieve such efficiencies is the election of a single Board for the Trust and the other U.S. registered
investment companies advised by JPMIM and its affiliates. This includes the election of the JPMorgan Funds Board for the Funds and certain other
registered investment companies overseen by the Alternative Products Board.
The Alternative Products Board also serves as the Board for: (1)
the J.P. Morgan Series Trust II, a registered investment company which consists of five funds whose shares are sold to insurance company separate
accounts to fund variable insurance products (Series Trust II); and (2) Pacholder High Yield Fund, Inc., a closed end fund (Pacholder
Fund). On November 18, 2008, the Series Trust II announced that the Board of Series Trust II had approved, subject to shareholder approval, the
merger of each of the Series Trust II funds into compatible series of JPMorgan Insurance Trust. The JPMorgan Insurance Trust is overseen by the
JPMorgan Funds Board. In addition, the Pacholder Fund has filed a proxy to elect the Nominees as the Board of Directors for the Pacholder Fund. If
these initiatives are approved by the shareholders of Series Trust II and the Pacholder Fund, respectively, the JPMorgan Funds Board will effectively
serve as the Board of the funds that currently comprise Series Trust II and will also serve as the Board of the Pacholder Fund.
As a result of the mergers discussed above, it is anticipated
that the number of funds overseen by the Alternative Products Board will decrease. In addition, it was originally anticipated that the Alternative
Products Board would oversee additional alternative strategy funds and closed-end funds advised by JPMIM as they were formed and brought to market. Due
to current economic conditions, it is unlikely that new funds of these types will be introduced on the schedule originally anticipated by JPMIM. These
factors led the Alternative Products Board to question whether a separate Board for JPMIMs alternative products remains viable from an economic
and administrative standpoint. In considering this question, JPMIM and
3
the Alternative Products Board took into account the desire
to provide fair compensation to the Alternative Products Board members for their services, incidental expenses incurred by the Funds and the
administrative burden and costs associated with maintaining multiple boards.
Additional information concerning the board restructuring
proposal and the Nominees is set forth below.
Description of the Board Restructuring Proposal. At the
December 1011, 2008 and January 15, 2009 meetings of the Alternative Products Board, JPMIM and JPMorgan Funds Management, Inc.
(JPMFM), the Funds administrator, presented a proposal (the Proposal) to restructure the Funds Board so that the
JPMorgan Funds Board would serve as the Board of Trustees of the Trust. The Board for the Trust and the JPMorgan Funds would consist of thirteen
members, including all thirteen existing members of the JPMorgan Funds Board.
Fergus Reid serves as the Chairman of the JPMorgan Funds Board
and the Proposal contemplates that, if elected as a trustee of the Funds, he would serve as Chairman of the Funds Board as well. The JPMorgan
Funds Board members serve as trustees for the following registered investment companies: (1) JPMorgan Trust I, a registered investment company which
consists of 78 funds; (2) JPMorgan Trust II, a registered investment company which consists of 41 funds; (3) J.P. Morgan Mutual Fund Group, Inc., a
registered investment company which consists of the JPMorgan Short Term Bond Fund II; (4) J.P. Morgan Fleming Mutual Fund Group, a registered
investment company which consists of the JPMorgan Mid Cap Value Fund; (5) J.P. Morgan Mutual Fund Investment Trust, a registered investment company
which consists of the JPMorgan Growth Advantage Fund; (6) JPMorgan Insurance Trust, a registered investment company which consists of 11 funds; (7)
Undiscovered Managers Funds, a registered investment company which consists of four funds; and (8) UM Investment Trust, a registered investment company
which consists of the Undiscovered Managers Multi-Strategy Fund.
The JPMorgan Funds overseen by the JPMorgan Funds Board represent
almost every asset class including (1) fixed income funds including traditional bond funds, municipal bond funds, high yield funds, government funds,
and emerging market debt funds, (2) money market funds, (3) international, emerging market and country/region funds, (4) equity funds including small,
mid and large capitalization funds and value and growth funds, (5) index funds including equity index funds that are designed to replicate the S&P
500, and (6) specialty funds including market neutral funds and funds that invest in real estate securities.
The Funds are managed in a substantially similar manner and by
the same portfolio management teams as certain of the JPMorgan Funds. The table below identifies the JPMorgan Funds managed by the same portfolio
management team and in a substantially similar manner as the applicable Fund.
4
Name of Fund
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JPMorgan Funds Managed in a
Substantially Similar Style and by the same Portfolio Managers
|
JPMorgan Core Bond Trust |
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JPMorgan Core Bond Fund, a series of JPMorgan Trust II JPMorgan Insurance Trust Bond Portfolio, a
series of JPMorgan Insurance Trust |
JPMorgan Intermediate Bond Trust |
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JPMorgan Intermediate Bond Fund, a series of JPMorgan Trust II |
JPMorgan Equity
Index Trust |
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JPMorgan Equity Index Fund, a series of JPMorgan Trust II |
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JPMorgan Insurance Trust Equity Index Portfolio, a series of JPMorgan Insurance Trust |
In addition, the JPMorgan Funds Board oversees additional
JPMorgan Funds that are managed by members of the same portfolio management team that manage the Funds or that use similar investment strategies to
those used by the Funds.
The JPMorgan Funds Board has several committees including an
Investments Committee, a Compliance Committee, a Governance Committee, and an Audit Committee. The Investments Committee has three sub-committees
including an Equity Sub-Committee, a Money Market and Alternative Investments Sub-Committee, and a Fixed Income Sub-Committee. Different members of the
Investments Committee serve on the sub-committee with respect to each asset type thereby allowing the JPMorgan Funds Board to effectively evaluate
information for the 138 Funds in the complex in a focused, disciplined manner.
The Fixed Income Sub-Committee is responsible for fixed income
funds including funds that use strategies substantially similar to those of the Core Bond Trust and the Intermediate Bond Trust. Mr. Fred Ruebeck
serves as Chairman of the Fixed Income Sub-Committee. Currently, the Fixed Income Sub-Committee is responsible for 38 fixed income funds including all
of the other registered investment companies managed by members of the portfolio management teams for Core Bond Trust and Intermediate Bond Trust. The
Fixed Income Sub-Committee also receives information about other JPMorgan Funds that utilize strategies similar to those used by the Core Bond Trust
and the Intermediate Bond Trust but that are managed by different teams.
The Money Market and Alternative Products Sub-Committee is
responsible for funds that use quantitative strategies including funds that use an index strategy. Dr. Goldstein serves as Chairman of the Money Market
and Alternative Products Sub-Committee. Currently, the Money Market and Alternative Products Sub-Committee is responsible for 23 funds including other
registered investment
5
companies that are managed by members of the Equity Index
Trusts portfolio management team. The Money Market and Alternative Products Sub-Committee also has access to information concerning Funds that
are not managed by the Equity Index Trusts portfolio management team but that utilize index strategies.
In addition to the Investments Committee, the JPMorgan Funds
Board also has a Governance Committee, a Compliance Committee, and an Audit Committee. This committee structure allows the JPMorgan Funds Board to
effectively manage its workload and evaluate a large volume of information for the funds for which it is responsible.
Nominating Committee and Board Consideration of Proposal.
Subsequent to the Board meeting on December 1011, 2008, members of the Alternative Products Boards Nominating Committee met with members of
the Governance Committee of the JPMorgan Funds Board on January 8, 2009 and received additional information concerning the JPMorgan Funds Board, its
committee structure, and its ability to provide services comparable to those provided by the Alternative Products Board. In addition, the Nominating
Committee received from JPMIM and JPMFM additional information concerning the Proposal which included: (1) a description of the proposed changes to the
size and composition of the Board; (2) a description of the collateral changes that are expected to flow from the Proposal including changes in
committee structures and compensation and in service providers; (3) a discussion of how the Proposal would benefit the Funds and their shareholders;
(4) information concerning the experience and qualifications of each member of the JPMorgan Funds Board; and (5) a discussion of how the Proposal would
affect each Funds expenses. With respect to expenses, it was noted that the Proposal would not increase the Funds net expenses due to the
contractual expense caps applicable to the Funds. It was further noted that it was anticipated that the contractual expense caps would continue until
at least June 30, 2010. The Nominating Committee also considered that the trustee compensation would be allocated to all Funds overseen by the JPMorgan
Funds Board and both the number and asset base of the JPMorgan Funds is significantly higher resulting in a lower allocation of trustee compensation to
the Funds.
The Nominating Committee met on January 13, 2009 to review and
consider the Proposal and the additional information that had been provided by JPMIM and JPMFM and to determine whether implementation of the Proposal
would be in the best interest of each Fund and its shareholders. The Nominating Committee considered, among other things, the anticipated benefits of
the Proposal to the Funds and their shareholders including (1) administrative and operational efficiencies created by having the Funds and all other
JPMorgan Funds overseen by boards composed of the same individuals; and (2) the experience of the JPMorgan Funds Board members including experience
with the Funds and the JPMorgan Funds common service providers such as JPMIM, JPMFM, and JPMorgan Chase Bank, N.A., the Funds and the
JPMorgan Funds custodian, fund accountant, and with respect to the Funds and certain JPMorgan Funds, securities lending agent.
The
6
Board also considered the ability of the JPMorgan Funds Board
to devote sufficient attention to the Funds and provide services comparable to those provided by the Alternative Products Board noting that the
JPMorgan Funds Board committee structure and the experience and qualification of its board members would allow the JPMorgan Funds Board to effectively
oversee the Funds.
The Nominating Committee met again on January 15, 2009. At the
meeting, the Nominating Committee considered the information provided by JPMIM and JPMFM, the experience and qualifications of the Nominees, and the
benefits to shareholders of the Proposal. Based on its review, the Nominating Committee determined that the Proposal was in the best interest of each
Fund and its shareholders. Accordingly, the Nominating Committee approved the Proposal and recommended that the full Board take the actions necessary
to implement the Proposal. At its meeting on January 15, 2009, the Board reviewed the recommendation of the Nominating Committee. After consideration
of the benefits to each Fund and its shareholders, the Board adopted the resolutions necessary to implement the Proposal including resolutions to: (1)
increase the number of trustees of the Funds from six to thirteen effective immediately after the Meeting; and (2) nominate the Nominees for election
at the Meeting.
Information concerning Nominees. Each Nominee has
consented to being named in this proxy statement and has agreed to serve as a trustee of the Trust if elected; however, should any Nominee become
unable or unwilling to accept nomination or election, the persons named in the proxy will exercise their voting power in favor of such other person or
persons as the Board may recommend. There are no family relationships among the Nominees. The address for each of the Nominees is 245 Park Avenue, New
York, New York 10167.
The following tables set forth information concerning the
Nominees.
Name and Year of Birth
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Positions held with the Trust,
Term of Office, and Length of Time Served
|
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Principal Occupation(s) During Past 5
Years
|
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Number of Portfolios in Fund
Complex4 Overseen by Nominee
|
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Other Directorships Held by
Nominee5
|
Disinterested Nominees |
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William J.
Armstrong (1941) |
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None |
|
Retired; CFO and Consultant, EduNeering, Inc. (internet business education supplier) (20002001); Vice President and Treasurer,
Ingersoll-Rand Company (manufacturer of industrial equipment) (19722000). |
|
144 |
|
None |
7
Name and Year of Birth
|
|
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Positions held with the Trust,
Term of Office, and Length of Time Served
|
|
Principal Occupation(s) During Past 5
Years
|
|
Number of Portfolios in Fund
Complex4 Overseen by Nominee
|
|
Other Directorships Held by
Nominee5
|
John F.
Finn (1947) |
|
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|
None |
|
President and Chief Executive Officer, Gardner, Inc. (wholesale distributor to outdoor power equipment industry)
(1975present). |
|
144 |
|
Director, Cardinal Health, Inc. (CAH) (1994present); Chairman, Greif, Inc. (GEF) (packaging manufacturer)
(2007present) |
Dr. Matthew
Goldstein (1941) |
|
|
|
None |
|
Chancellor, City University of New York (1999present); President, Adelphi University (New York) (19981999). |
|
144 |
|
Director, Bronx-Lebanon Hospital Center; Director, United Way of New York City. |
Robert J.
Higgins (1945) |
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None |
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Retired. Director of Administration of the State of Rhode Island (20032004); President Consumer Banking and Investment Services,
Fleet Boston Financial (19712002). |
|
144 |
|
None. |
Peter C.
Marshall (1942) |
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|
None |
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Self-employed, business consultant (2000present); Senior Vice President, W.D. Hoard, Inc. (corporate parent of DCI Marketing, Inc.)
(20002002); President, DCI Marketing, Inc. (19922000). |
|
144 |
|
Director, Center for Deaf and Hard of Hearing (1990present). |
Marilyn
McCoy1 (1948) |
|
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None |
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Vice
President of Administration and Planning, Northwestern University (1985present). |
|
144 |
|
Trustee, Carleton College (2003present). |
William G.
Morton, Jr. (1937) |
|
|
|
None |
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Retired; Chairman Emeritus (20012002), and Chairman and Chief Executive Officer, Boston Stock Exchange
(19852001). |
|
144 |
|
Trustee, Stratton Mountain School (2001present). |
Robert A.
Oden, Jr. (1946) |
|
|
|
None |
|
President, Carleton College (2002present); President, Kenyon College (19952002). |
|
144 |
|
Trustee, American University in Cairo (1999present) Trustee, Carleton College (2002present) |
8
Name and Year of Birth
|
|
|
|
Positions held with the Trust,
Term of Office, and Length of Time Served
|
|
Principal Occupation(s) During Past 5
Years
|
|
Number of Portfolios in Fund
Complex4 Overseen by Nominee
|
|
Other Directorships Held by
Nominee5
|
Fergus Reid,
III (1932) |
|
|
|
None |
|
Chairman, Joe Pietryka, Inc. (formerly, Lumelite Corporation) (plastics manufacturing) (2003present); Chairman and Chief Executive
Officer, Lumelite Corporation (19852002). |
|
144 |
|
Trustee, Morgan Stanley Funds (164 portfolios) (1992present). |
Frederick W.
Ruebeck (1939) |
|
|
|
None |
|
Advisor, Jerome P. Green & Associates, LLC (broker-dealer) (2000present); Chief Investment Officer, Wabash College
(2004present); self-employed consultant (2000present); Director of Investments, Eli Lilly and Company (pharmaceuticals)
(19881999). |
|
144 |
|
Trustee, Wabash College (1988present); Chairman, Indianapolis Symphony Orchestra Foundation (1994present). |
James J.
Schonbachler (1943) |
|
|
|
None |
|
Retired; Managing Director of Bankers Trust Company (financial services) (19681998). |
|
144 |
|
None |
Interested
Nominees |
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Frankie D.
Hughes (1952)2 |
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|
None |
|
President and Chief Investment Officer, Hughes Capital Management, Inc. (fixed income asset management) (1993present). |
|
144 |
|
None |
Leonard M.
Spalding, Jr.3 (1935) |
|
|
|
None |
|
Retired; Chief Executive Officer, Chase Mutual Funds (investment company) (19891998); President and Chief Executive Officer, Vista
Capital Management (investment management) (19901998); Chief Investment Executive, Chase Manhattan Private Bank (investment management)
(19901998). |
|
144 |
|
Director, Glenview Trust Company, LLC (2001present); Trustee, St. Catharine College (1998present); Trustee, Bellarmine University
(2000present); Director, Springfield Washington County Economic Development Authority (1997present); Trustee, Catholic Education
Foundation (2005present). |
9
1 |
|
Ms. McCoy has served as Vice President of Administration and
Planning for Northwestern University since 1985. William M. Daley, Head of Corporate Responsibility for JPMorgan Chase & Co., has served as a
member of the Board of Trustees of Northwestern University since 2005. JPMIM, the Funds investment adviser, is a wholly-owned subsidiary of
JPMorgan Chase & Co. |
2. |
|
Ms. Hughes is treated as an interested person of the
JPMorgan Funds based on the portfolio holdings of clients of Hughes Capital Management, Inc. |
3. |
|
Mr. Spalding is treated as an interested person of
the JPMorgan Funds due to his ownership of JPMorgan Chase & Co. stock. |
4. |
|
Fund Complex comprises the five funds of the Trust,
the Pacholder Fund, and the 138 funds of the registered investment companies overseen by the JPMorgan Funds Board. If the Nominees are elected for the
Trust and the Pacholder Fund, they will oversee a total of 144 funds. |
5. |
|
Includes companies with a class of securities registered under
the Securities Exchange Act of 1934, as amended (Exchange Act), or subject to the requirements of Section 15(d) of the Exchange Act, other
than the Fund. |
Fund Shares Owned by Nominees
The following table sets forth the aggregate dollar range of
equity securities owned by each Nominee of the Funds solicited by this Proxy Statement as of December 31, 2008. The information as to beneficial
ownership is based on statements furnished to the Trust by each Nominee. Beneficial ownership means having directly or indirectly, through any
contract, arrangement, understanding, relationship or otherwise, a direct or indirect pecuniary interest in shares of a Fund, and includes shares of
the Fund held by members of the persons immediate family sharing the same household; provided, however, that the presumption of such beneficial
ownership may be rebutted. Each Nominees individual beneficial shareholdings of a Fund constitute less than 1% of the outstanding shares of the
Fund.
Name of Nominee
|
|
|
|
Dollar Range of Fund Shares Beneficially Owned1
|
Aggregated Dollar Range of Equity Securities in
All Registered Investment Companies Overseen by Nominee in Family of Investment Companies2
|
|
Disinterested Nominees |
|
|
|
|
|
|
William J.
Armstrong |
|
|
|
None |
None |
|
John F.
Finn |
|
|
|
None |
None |
|
Dr. Matthew
Goldstein |
|
|
|
None |
None |
|
Robert J.
Higgins |
|
|
|
None |
None |
|
Marilyn
McCoy |
|
|
|
None |
None |
|
Peter C.
Marshall |
|
|
|
None |
None |
|
William G.
Morton, Jr. |
|
|
|
None |
None |
|
Robert A.
Oden, Jr. |
|
|
|
None |
None |
|
Fergus Reid
III |
|
|
|
None |
None |
|
Frederick W.
Ruebeck |
|
|
|
None |
None |
|
James J.
Schonbachler |
|
|
|
None |
None |
|
10
Name of Nominee
|
|
|
|
Dollar Range of Fund Shares Beneficially Owned1
|
Aggregated Dollar Range of Equity Securities in
All Registered Investment Companies Overseen by Nominee in Family of Investment Companies2
|
|
Interested
Nominees |
|
|
|
|
|
|
Frankie D.
Hughes* |
|
|
|
None |
None |
|
Leonard M.
Spalding, Jr.** |
|
|
|
None |
None |
|
(1) |
|
The Trust does not offer any pension or retirement plan benefits
to its directors or officers. |
(2) |
|
Family of Investment Companies includes only the
Funds and the Pacholder Fund. It does not include the JPMorgan Funds. |
* |
|
Ms. Hughes is treated as an interested person of the
JPMorgan Funds based on the portfolio holdings of clients of Hughes Capital Management, Inc. |
** |
|
Mr. Spalding is treated as an interested person of
the JPMorgan Funds due to his ownership of JPMorgan Chase & Co. stock. |
Audit Committee, Nominating Committee and Board
Meetings
The Board has an audit committee (the Audit
Committee) comprised entirely of trustees who are not interested persons of the Funds, the Funds investment adviser or its
affiliates as that term is defined in the Investment Company Act of 1940 Act (1940 Act). The current members of the Audit Committee are
Jerry B. Lewis, Cheryl M. Ballenger, Kenneth Whipple, Jr., John F. Williamson, and John Rettberg. The Audit Committee operates pursuant to a written
charter, which was adopted in September 2005 and reviewed on December 11, 2008. The Audit Committee is responsible for conferring with the Funds
independent accountants, reviewing the scope and procedures of the year-end audit, reviewing annual and semi-annual financial statements and
recommending the selection of the Funds independent accountants. Jerry B. Lewis, Chairman of the Audit Committee, has been designated as an audit
committee financial expert. Mr. Lewis is an independent trustee of the Funds. A copy of the Audit Committee Charter is attached as Exhibit
B.
The Board has a nominating committee composed entirely of
trustees who are not interested persons of the Funds, the Funds investment adviser or its affiliates as that term is defined in the
1940 Act (the Nominating Committee). The members of the Nominating Committee are Jerry B. Lewis, Cheryl M. Ballenger, Kenneth Whipple, Jr.,
John F. Williamson, and John Rettberg. The Nominating Committee does not have a charter. Pursuant to the Trusts Policies for Board Governance,
the Nominating Committee selects and nominates prospective candidates. The Nominating Committee evaluates candidates on their ability to continue to
contribute to the independence and effectiveness of the Board. The Nominating Committee may consider candidates submitted by shareholders of the
Funds.
11
Shareholders can submit recommendations in writing to the
attention of the Nominating Committee at 245 Park Avenue, New York, New York 10167. The Nominating Committee will consider and evaluate candidates
submitted by shareholders on the basis of the same criteria as those used to consider and evaluate candidates identified by the Nominating
Committee.
The current Board has served since the Funds inception
except for Mr. Williamson who was elected April 11, 2008. For the calendar year ended December 31, 2008, the Board met four times. The Audit Committee
held four meetings during 2008. The Nominating Committee met once during 2008. The Board does not have a formal policy regarding trustee attendance at
the Funds meetings. Each Trustee attended at least 75% of the aggregate of the total number of meetings of the Board and Committees on which he
or she serves.
It is contemplated that, if elected, the new trustees will
appoint the members of the Audit Committee and Nominating Committee. It is also anticipated that William Armstrong will be presented to the Funds
Board to be designated as an audit committee financial expert. Mr. Armstrong has been designated as an audit committee financial expert of the JPMorgan
Funds.
Officers of the Fund
The officers of the Fund are elected by and hold office at the
discretion of the Board. The following table sets forth information concerning each executive officer of the Trust as well as the Chief Compliance
Officer and the Secretary. Except as indicated below, the officers have served in these capacities since the Funds inception.
Name, Address and Year of Birth
|
|
|
|
Position(s) Held with the Fund
|
|
Term of Office and Length of Time
Served
|
|
Principal Occupation(s) During Past 5
Years
|
George C.W.
Gatch 245 Park Avenue New York, New York 10167 (1962) |
|
|
|
President |
|
Position held since 2005 |
|
Managing Director, JPMIM, Director and President, JPMorgan Distribution Services, Inc. and JPMorgan Funds Management, Inc. since 2005. Mr.
Gatch is CEO and President of the JPMorgan Funds. Mr. Gatch has been an employee of JPMorgan since 1986 and has held positions such as President and
CEO of DKB Morgan, a Japanese mutual fund company, which was a joint venture between J.P. Morgan and Dai-Ichi Kangyo Bank, as well as positions in
business management, marketing, and sales. |
12
Name, Address and Year of Birth
|
|
|
|
Position(s) Held with the Fund
|
|
Term of Office and Length of Time
Served
|
|
Principal Occupation(s) During Past 5
Years
|
Robert L.
Young 1111 Polaris Parkway, Columbus, OH 43240 (1963) |
|
|
|
Senior Vice President |
|
Position held since 2005 |
|
Director and Vice President, JPMorgan Distribution Services, Inc. and JPMorgan Funds Management, Inc.; Chief Operating Officer, JPMorgan Funds
since 2005, and One Group Mutual Funds from 2001 until 2005. Mr. Young was Vice President and Treasurer, JPMorgan Funds Management, Inc. (formerly One
Group Administrative Services), and Vice President and Treasurer, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.) from
1999 to 2005. |
Patricia A.
Maleski 245 Park Avenue New York, NY 10167 (1960) |
|
|
|
Vice
President, Chief Administrative Officer and Treasurer |
|
Position of Vice President and Chief Administrative Officer held since 2005; Treasurer since 2008 |
|
Managing Director, JPMorgan Funds Management, Inc.; Head of Funds Administration and Board Liaison; previously, Treasurer, JPMorgan Funds. Ms.
Maleski has been with JPMorgan Funds since 2001. |
Jessica K.
Ditullio 1111 Polaris Parkway Columbus, OH 43240 (1962) |
|
|
|
Secretary |
|
Position held since 2008 |
|
Vice
President and Assistant General Counsel, JPMorgan Chase & Co. since 2005; Ms. Ditullio has served as an attorney with various titles for JPMorgan
Chase & Co. (formerly Bank One Corporation) since 1990. |
Stephen M.
Ungerman 245 Park Avenue New York, NY 10167 (1953) |
|
|
|
Chief
Compliance Officer |
|
Position held since 2005 |
|
Managing Director, JPMorgan Chase & Co.; Mr. Ungerman was head of Fund Administration-Pooled Vehicles from 2000 to 2004. Mr. Ungerman has
been with JPMorgan Chase & Co. since 2000. |
Compensation of Directors and Officers
For the calendar year ended December 31, 2008, the Trust paid
each director who is not an employee of the Funds investment adviser or any corporate affiliate of the adviser as follows:
Name of Director
|
|
|
|
Aggregate Compensation From the Trust1
|
|
Total Compensation From the Fund Complex1
|
Cheryl
Ballenger |
|
|
|
$26,735 |
|
$44,750 |
Jerry B.
Lewis |
|
|
|
$26,735 |
|
$44,750 |
John F.
Ruffle |
|
|
|
$26,735 |
|
$44,750 |
13
Name of Director
|
|
|
|
Aggregate Compensation From the Trust1
|
|
Total Compensation From the Fund Complex1
|
John
Rettberg |
|
|
|
$26,735 |
|
$44,750 |
Kenneth
Whipple |
|
|
|
$26,735 |
|
$44,750 |
John F.
Williamson |
|
|
|
$12,837 |
|
$43,383 |
(1) |
|
The Trust does not offer any pension or retirement plan benefits
to its directors or officers. |
(2) |
|
Fund Complex comprises the Funds, the Pacholder Fund
and the 5 funds of J.P. Morgan Series Trust II. |
The officers of the Trust, with the exception of the Chief
Compliance Officer, receive no direct remuneration from the Trust and are compensated by advisory affiliates of JPMorgan Chase & Co. for services
rendered to the Fund. Each Fund makes reimbursement payments on a pro-rata basis to the Trusts administrator for a portion of the fees associated
with the Office of the Chief Compliance Officer.
The following table sets forth the information concerning the
compensation paid by the Funds to the Nominees during the calendar year ended December 31, 2008.
Name and Position
|
|
|
|
Aggregate Compensation From the Trust1
|
|
Aggregate Compensation from the Fund Complex2
|
Disinterested Nominees |
|
|
|
William J.
Armstrong |
|
|
|
None |
|
$ |
264,000 |
|
John F.
Finn |
|
|
|
None |
|
$ |
0 |
ˆ |
Dr. Matthew
Goldstein |
|
|
|
None |
|
$ |
253,000 |
|
Robert J.
Higgins |
|
|
|
None |
|
$ |
0 |
ˆˆ |
Marilyn
McCoy |
|
|
|
None |
|
$ |
264,000 |
|
Peter C.
Marshall |
|
|
|
None |
|
$ |
286,000 |
|
William G.
Morton, Jr. |
|
|
|
None |
|
$ |
220,000 |
|
Robert A. Oden,
Jr. |
|
|
|
None |
|
$ |
154,000 |
ˆˆˆ |
Fergus Reid
III |
|
|
|
None |
|
$ |
418,000 |
|
Frederick W.
Ruebeck |
|
|
|
None |
|
$ |
253,000 |
|
James J.
Schonbachler |
|
|
|
None |
|
$ |
220,000 |
|
|
Interested
Nominees |
|
|
|
|
|
|
|
|
|
|
Frankie D.
Hughes* |
|
|
|
None |
|
$ |
124,361 |
ˆˆˆˆ |
Leonard M.
Spalding, Jr.** |
|
|
|
None |
|
$ |
264,000 |
|
(1) |
|
The Trust does not offer any pension or retirement plan benefits
to its directors or officers. |
(2) |
|
Fund Complex comprises the Funds, Pacholder High
Yield Fund, Inc. and the 138 JPMorgan Funds. |
* |
|
Ms. Hughes is treated as an interested person based
on the portfolio holdings of clients of Hughes Capital Management, Inc. |
** |
|
Mr. Spalding is treated as an interested person due
to his ownership of JPMorgan Chase & Co. stock. |
ˆ |
|
Does not include $220,000 of deferred compensation. |
ˆˆ |
|
Does not include $253,000 of deferred compensation. |
14
ˆˆˆ |
|
Does not include $66,000 of deferred compensation. |
ˆˆˆˆ |
|
Includes amounts paid to Ms. Hughes prior to her November 14,
2008 for her participation in board meetings and service as a Trustee nominee for the JPMorgan Funds. |
Shareholder Approval: Proposal 1, the election of
the Trustees, must be approved by a majority of the outstanding shares voted at the Meeting at which a quorum exists. The votes of all Funds will be
counted together with respect to the election of each Trustee. Shareholders of record are entitled to one vote for each dollar of net asset value
represented by such shareholders shares as of the Record Date and a proportionate fractional vote with respect to the remainder of the net asset
value of such shares, if any.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS
OF THE FUNDS VOTE FOR THE ELECTION OF EACH
NOMINEE TO THE BOARD OF TRUSTEES AS SET FORTH IN PROPOSAL 1
PROCEDURES FOR COMMUNICATIONS TO THE
BOARD
The Board has adopted a process for shareholders to send
communications to the Board. To communicate with the Board or an individual director, a shareholder must send written communications to 245 Park
Avenue, New York, New York 10167, addressed to the Board of Trustees of JPMorgan Institutional Trust or the individual director. All shareholder
communications received in accordance with this process will be forwarded to the Board or the individual director.
SHAREHOLDER PROPOSALS
The Trust does not hold annual shareholder meetings. Any
shareholder proposal intended to be presented at any future meeting of shareholders must be received by the Funds at their principal office a
reasonable time before the solicitation of proxies for such meeting in order for such proposal to be considered for inclusion in the proxy statement
relating to such meeting.
OTHER BUSINESS
The management of the Funds knows of no other business that may
come before the Special Meeting. If any additional matters are properly presented at the meeting, the persons named in the accompanying proxy, or their
substitutes, will vote such proxy in accordance with their best judgment on such matters.
INFORMATION CONCERNING THE ADVISER AND THE
ADMINISTRATOR
J.P. Morgan Investment Management Inc., 245 Park Avenue, New
York, NY 10167 serves as the Funds investment adviser. JPMorgan Funds Management, Inc., 1111 Polaris Parkway, Columbus, OH 43240 serves as the
Funds administrator. J.P. Morgan Funds Management, Inc. and J.P. Morgan Investment Management Inc. are indirect wholly owned subsidiaries of
JPMorgan Chase & Co.
15
INFORMATION CONCERNING THE INDEPENDENT
AUDITORS
The Board has selected PricewaterhouseCoopers LLP
(PwC) as the independent auditors for the Funds for the fiscal year ending February 28, 2009. PwC will also prepare the Funds federal
and state income tax returns and provide certain permitted non-audit services. PwC, in accordance with Independence Standards Board Standard No. 1, has
confirmed to the Audit Committee that they are independent auditors with respect to the Funds. The Audit Committee has considered whether the provision
by PwC to the Funds of non-audit services to the Funds or of professional services to the Funds investment adviser and entities that control, are
controlled by or are under common control with the adviser, is compatible with maintaining PwCs independence and has discussed PwCs
independence with them. Representatives of PwC are not expected to be present at the Meeting but have been given the opportunity to make a statement if
they so desire and will be available should any matter arise requiring their presence. PwC served as the Funds independent auditors for the
calendar years ended December 31, 2007 and December 31, 2008.
Audit Fees
The aggregate fees billed by PwC for professional services
rendered for the audit of the Funds annual financial statements, and the review of the financial statements included in the Funds reports
to shareholders, for the calendar years ended December 31, 2007 and December 31, 2008 were $103,500 and $103,500, respectively.
Audit-Related Fees
The aggregate fees billed by PwC for professional services
rendered reasonably related to the performance of the audit or review of the Trusts financial statements for the calendar years ended December
31, 2007 and December 31, 2008 were $14,700 and $14,700, respectively. Audit-related fees include amounts for attestation services and review of
internal controls.
Tax Fees
The aggregate fees billed by PwC for professional services
rendered for tax compliance, tax advice and tax planning for the calendar years ended December 31, 2007 and December 31, 2008 were $23,100 and $23,100,
respectively. Tax fees include amounts for tax compliance, tax planning and tax advice.
All Other Fees
There were no fees billed by PwC for professional services
rendered for services other than audit, audit related, and tax compliance, tax advice and tax planning for the calendar years ended December 31, 2007
and December 31, 2008.
16
The aggregate non-audit fees billed by PwC for professional
services rendered to the Funds, the Funds investment adviser, and any entity controlling, controlled by, or under common control with the adviser
for the calendar years ended December 31, 2007 and December 31, 2008 were $19,860,662 and $24,787,715, respectively. Such fees were for audit and
attest services not required by statute or regulation and the audits of third party entities; and tax fees. All non-audit services discussed above were
pre-approved by the Audit Committee, who considered whether these services were compatible with maintaining PwCs independence.
VOTING INFORMATION
This Proxy Statement is furnished in connection with a
solicitation of proxies by the Board of Trustees to be used at the Meeting. This Proxy Statement, along with a Notice of the Meeting and Proxy Card, is
first being mailed to shareholders of the Funds on or about March 3, 2009. Only shareholders of record as of the close of business on the Record Date,
February 23, 2009, will be entitled to notice of, and to vote at, the Meeting or any adjournments or postponements thereof. If the enclosed form of
Proxy Card is properly executed and returned in time to be voted at the Meeting, the proxies named therein will vote the shares represented by the
proxy in accordance with the instructions marked thereon. Unmarked but properly executed Proxy Cards will be voted FOR the proposed election of
Trustees. A proxy may be revoked at any time on or before the Meeting by written notice to the Secretary of the Funds at the address on the cover of
this Proxy Statement or by attending and voting at the Meeting. Unless revoked, all valid and executed proxies will be voted in accordance with the
specifications thereon or, in the absence of such specifications, for election of the thirteen (13) Trustees. It is expected that proxies for the
election of trustees will be voted at the Meeting. However, under certain circumstances, management may recommend, or the Board itself may determine,
that the Board transition should be postponed or terminated, and in that case the Meeting will be postponed in order for further actions to be
taken.
Quorum
A majority of the outstanding shares of the Trust entitled to
vote shall constitute a quorum at the Meeting for those actions on which a vote of all shareholders of the Trust is required. A majority of the
outstanding shares of each Fund entitled to vote on which a vote of all shareholders of a Fund is required shall constitute a quorum at the Meeting
with respect to that Fund.
Voting Requirement
Trustees receiving the vote of a majority of the outstanding
shares of the Trust voted at the Meeting at which a quorum exists will be elected to the Board of Trustees of the Trust as described in Proposal
1.
17
Shareholders of the Funds are entitled to one vote for each
dollar of Net Asset Value represented by such Shareholders shares as of the Record Date and a proportionate fractional vote with respect to the
remainder of the Net Asset Value of such shares, if any. With regard to the election of trustees, votes may be cast FOR all trustees or the authority
to vote may be WITHHELD either with respect to all of the trustees or any individual trustee. With regard to the other proposals, votes may be cast IN
FAVOR OF or AGAINST each proposal or the shareholder may abstain from voting.
ADJOURNMENTS
In the event that sufficient votes to approve one or more of the
proposals are not received, whether or not a quorum is present, a person named as a proxy may propose one or more adjournments of the Meeting to permit
further solicitation of proxies. Any such adjournment will require an affirmative vote of a majority of the shares represented at the Meeting, either
in person or by proxy. In addition, if, in the judgment of persons named as proxies, it is advisable to defer action on one or more proposals, the
persons named as proxies may propose one or more adjournments of the Meeting with respect to such proposal or proposals for a reasonable period or
periods. In the event of an adjournment, no further notice is needed other than an announcement at the Meeting to be adjourned, except if the
adjournment is for more than 60 days from the date set for the original meeting or a new record date is fixed for the adjourned meeting. For purposes
of calculating a vote to adjourn the Meeting, any broker non-votes received will be excluded from the denominator of the calculation of the number of
votes required to approve any proposal to adjourn a meeting. Shares represented by properly executed proxy cards that constitute abstentions and
withheld votes will have the effect of a vote against any such adjournment. The persons named as proxies will vote upon such adjournment after
consideration of the best interests of all shareholders.
EFFECT OF ABSTENTIONS, VOTES WITHHELD, AND BROKER
NON-VOTES
For purposes of determining the presence of a quorum for
transacting business at the Meeting, executed proxies marked as abstentions, votes that are withheld, and broker non-votes (that is,
proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to
vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as shares that are
present for quorum purposes but which have not been voted. Abstentions and votes that are withheld will have the effect of a vote against Proposal 1
and broker non-votes will have no effect on Proposal 1. Abstentions, votes that are withheld and broker non-votes will effectively be a vote against
the other Proposals. In addition, the persons named as proxies will not vote any proxy that directs them to abstain from voting on a proposal. As
described above in the section
18
entitled Adjournments broker non-votes will have
no effect on votes to adjourn the Meeting.
PROXY SOLICITATION
In addition to solicitation by mail, solicitations on behalf of
the Board may be made by telephone. Certain officers and regular agents of the Fund, who will receive no additional compensation for their services,
may use their efforts, by telephone or otherwise, to request the return of proxies. In addition, JPMIM or its affiliates may make solicitations on
behalf of the Board by telephone or other means. The costs of the Special Meeting, including the costs of preparing, assembling, mailing and
transmitting proxy materials and of soliciting proxies on behalf of the Board, will be borne by the Funds. The Funds will reimburse, upon request,
broker-dealers and other custodians, nominees and fiduciaries for their reasonable expenses of sending proxy solicitation materials to beneficial
owners. As the meeting date approaches, shareholders of the Funds may receive a call from JPMIM or its affiliates if the Funds have not yet received
their vote. The representative of JPMIM or its affiliates, although permitted to answer questions about the process for voting via mail, telephone or
the internet, is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy
Statement.
SHARE INFORMATION
The chart below lists the number of shares of the Funds that are
outstanding as of the close of business on the Record Date:
Name of Fund
|
|
|
|
Number of Shares
|
Core Bond
Trust |
|
|
|
248,995,350.48 |
Intermediate Bond
Trust |
|
|
|
29,498,767.06 |
Equity Index
Trust |
|
|
|
26,827,165.07 |
FUND SHARES OWNED BY CERTAIN BENEFICIAL
OWNERS
For a list of persons or entities that owned beneficially or of
record 5% or more of the outstanding shares of a class of each of the Funds as of the Record Date, please refer to Exhibit A.
19
SHAREHOLDER REPORTS
The Funds Annual Report for the fiscal year ended February
29, 2008 and Semi-Annual Report for the six months ended August 31, 2008 may be obtained without charge by calling your client service manager or by
writing to c/o JPMorgan Institutional Trust, 245 Park Avenue, New York, New York 10167. To reduce expenses and conserve natural resources, a single
copy of the proxy will be sent to individual shareholders who share a residential address, provided they have the same last name or the Funds
reasonably believe they are members of the same family. If you would like to receive a separate copy of the proxy without charge, please call your
client service manager or write the Funds at: JPMorgan Institutional Trust, 245 Park Avenue, New York, New York 10167.
20
JPM 3/09
EXHIBIT A
PRINCIPAL SHAREHOLDERS OF THE
FUNDS
As of February 23, 2009, the following persons were the owners of
more than 5% of the outstanding shares of the following class of shares of the following Funds. Shareholders indicated with an (*) below (*) holding
greater than 25% or more of a Fund are controlling persons under the 1940 Act.
FUND
|
|
|
|
SHAREHOLDER/ADDRESS
|
|
PERCENTAGE HELD
|
CORE BOND
TRUST |
|
|
|
JPMIM
AS AGENT FBO ROCKWELL ATTN CLIENT SERVICES 1111 POLARIS PKWY STE 3F COLUMBUS OH 43240-2031 |
|
|
10.38 |
% |
|
|
|
|
|
STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PKWY PO BOX 710027 COLUMBUS OH 43271-0001 |
|
|
54.00 |
% |
|
EQUITY INDEX
TRUST |
|
|
|
JPMIM
AS AGENT FOR FIRST ENERGY CORP NDT NON QUALIFIED EQUITIES ATTN CLIENT SERVICES 1111 POLARIS PKWY FL 3 # OH1-0213 COLUMBUS OH
43240-2031 |
|
|
12.56 |
% |
|
|
|
|
|
STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PKWY PO BOX 710027 COLUMBUS OH 43271-0001 |
|
|
81.13 |
% |
|
INTERMEDIATE
BOND TRUST |
|
|
|
JPMIM
AS AGENT FBO BRUNSWICK ATTN CLIENT SERVICES 1111 POLARIS PKWY STE 3F COLUMBUS OH 43240-2031 |
|
|
23.71 |
% |
|
|
|
|
|
JPMIM
AS AGENT FBO TEXTRON ATTN CLIENT SERVICES 1111 POLARIS PKWY STE 3F COLUMBUS OH 43240-2031 |
|
|
12.53 |
% |
21
FUND
|
|
|
|
SHAREHOLDER/ADDRESS
|
|
PERCENTAGE HELD
|
|
|
|
|
JPMIM
AS AGENT FBO UHC ATTN CLIENT SERVICES 1111 POLARIS PKWY STE 3F COLUMBUS OH 43240-2031 |
|
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5.60 |
% |
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JPMIM
AS AGENT FBO UHHS ATTN CLIENT SERVICES 1111 POLARIS PKWY STE 3F COLUMBUS OH 43240-2031 |
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12.60 |
% |
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JPMIM
AS AGENT FOR POLYONE ATTN CLIENT SERVICES 1111 POLARIS PKWY STE 3F COLUMBUS OH 43240-2031 |
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9.98 |
% |
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STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PKWY PO BOX 710027 COLUMBUS OH 43271-0001 |
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28.61 |
% |
22
Exhibit B
JPMorgan Series Trust II
JPMorgan Fleming Series
Trust
JPMorgan Institutional Trust
(the Trusts)
AUDIT COMMITTEE CHARTER
(as approved and adopted
by the Trusts
Board of Directors on September 2005)
I. COMMITTEE ORGANIZATION
The Audit Committee, a committee established by the Board of
Directors, will be comprised solely of members of the Board of Directors who are not considered interested persons of the Fund under the
Investment Company act of 1940, as amended. In addition, to be considered independent a member may not, other than in his or her capacity as a member
of the Board, the Audit Committee or any other committee of the Board, accept any consulting, advisory or other compensatory fee from the
Fund.
In appointing members of the Committee, the Board will take in to
account the education and experience of existing and potential members. It is expected that, under normal circumstances, the Board will designate at
least one qualified member of the Committee as an audit committee financial expert under regulations adopted by the Securities and Exchange
Commission (SEC). This designation will not reduce the responsibility of the other Committee members, nor will it increase the
designees duties, obligations or liability as compared to his or her duties, obligations and liability as a member of the Committee and of the
Board.
If a Chair of the committee has not been designated by the Board
of Directors, the members of the Committee may designate a Chair by majority vote. The Chair will cause notice of each meeting, together with the
agenda and any related materials, to be sent to each member, normally at least one week before the meeting. The Chair will cause minutes of each
Committee meeting to be prepared and distributed to Committee members promptly. A quorum will consist of 50% of the Committee members.
The Audit Committee will hold regular meetings at least twice
annually. Special meetings may be called at any time by the Chairman of the Audit Committee or at the request of the independent public accountants
(Auditors). The Committee may ask members of management, independent legal counsel, or others to attend Committee meetings and provide
pertinent information as necessary. The Funds secretary will serve as Secretary of the Committee.
23
II. DUTIES AND RESPONISBILITIES
The function of the Audit Committee is oversight of (i) the
Funds accounting and financial reporting policies and practices, (ii) its internal controls and (iii) its financial statements. It is
managements responsibility to maintain appropriate systems for accounting, and disclosure controls and internal controls, and the Auditors
responsibility to plan and carry out a proper audit. The Committee acts as a liaison between the Funds Auditors and the full Board of
Directors.
III. AUTHORITY AND RESOURCES
The Audit Committee shall have the resources and authority
appropriate to discharge its responsibilities, including the authority to retain special counsel and other experts or consultants at the expense of the
Fund.
IV. POLICIES AND PROCEDURES
The Audit Committee believes its policies, practices and
procedures may change from time to time and should remain flexible, in order to best react to changing business conditions, regulatory requirements and
audit committee practices. Nevertheless, in meeting its responsibilities, the Audit Committee is expected to:
A. Auditors
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Review and recommend to the Board of Directors the Auditors to
be selected (in accordance with applicable law) to audit the Funds financial statements and prepare the Funds tax returns. The Committee
will be directly responsible for the appointment and oversight of the Auditors employed by the Fund (including resolution of any disagreement between
management and the Auditors regarding financial reporting), and approval of the Auditors compensation. The Auditors will report directly to the
Committee. The Committee will also be responsible for reviewing and recommending to the Board any proposed termination of the Auditors. |
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Pre-approve all audit and permissible non-audit services for the
Fund that the Committee considers compatible with maintaining the Auditors independence. The pre-approval requirement will extend to all
non-audit services provided to the Fund, J.P. Morgan Investment Management inc. (JPMorgan), and any entity controlling, controlled by, or
under common control with JPMorgan that provides ongoing services to the Fund, if the engagement relates directly to the operations and financial
reporting of the Fund the Committee may designate one or more members of the Committee to review and pre-approve audit and permissible non-audit
services. Decisions made by the designated Audit Committee members must be reported to the full Committee at its next regularly scheduled
meeting. |
24
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Review with the Auditors the proposed audit scope and plan for
the current year, directing the attention of the Auditors to specific matters or areas deemed by the Committee to be of special
significance. |
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Confirm the independence of the Auditors by obtaining periodic
written confirmations from the audit firm as to its continued independence under applicable laws and regulations. |
B. Periodic Activities
With management and the
Auditors:
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Review the Funds annual financial statements and the
results of the Auditors examination of, and the report on, the annual financial statements. |
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Review any significant changes required in the independent
Auditors audit plan, and any difficulties or disputes with management encountered during the course of the audit. |
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Review reports from the Auditors concerning critical accounting
policies and practices used by the Fund, and all alternative treatments within Generally Accepted Accounting Principles for policies and practices
related to material items that have been discussed with Fund management, including ramifications of the use of such alternatives, and the
Auditors preferred treatment, if any. |
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Review other matters related to the conduct of the audit that
are to be communicated to the Committee under generally accepted auditing standards. |
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Review any reports on the adequacy and effectiveness of the
funds systems of internal control (including disclosure controls and procedures) and seek, through management representation and the audit,
assurance that control systems are in place and regularly monitored. |
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Review reports (if any) from the funds principal executive
officer or principal financial officer regarding (i) significant deficiencies in the design or operation of internal controls that could
adversely affect the Funds ability to record, process, summarize, and report financial data, (ii) material weaknesses in internal
controls, or (iii) any fraud, whether or not material, that involves management or other employees who have a significant role in the
Funds internal controls. |
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Elicit any recommendations for improvement of existing systems
or where new or more detailed controls or procedures are desirable. |
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Review any correspondence sent to the Audit Committee by the
Auditors. |
25
C. General
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Provide an open avenue of communication among management, the
Auditors and the Board of Directors. |
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Report Audit Committee actions to the Board of Directors, with
such recommendations as the Committee may deem appropriate. |
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Meet with the Auditors and management in separate executive
sessions to discuss any matters that the Committee or these groups believe should be discussed privately with the Audit Committee (e.g., the level of
cooperation received during the audit, the professional qualities of the independent auditors and management). |
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Investigate any significant matter brought to its attention
within the scope of its duties and responsibilities. |
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Provide management with any comments on financial statements for
the Funds semi-annual report to shareholders. |
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Perform any other functions assigned by law, the Funds
charter or bylaws, or the Board of Directors. |
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Review this Charter at least annually and recommend any proposed
changes to the full Board of Directors. |
26
PROXY TABULATOR P.O. BOX 9112 FARMINGDALE, NY 11735 |
IF YOU VOTE BY TELEPHONE OR INTERNET, DO NOT
MAIL YOUR CARD. |
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To vote by Internet
1) Read the Proxy Statement and have the proxy card below
at hand.
2) Go to website www.proxyvote.com
3) Follow the instructions provided on the website. |
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To vote by Telephone |
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1) Read the Proxy Statement and have the proxy card below
at hand.
2) Call 1-800-690-6903
3) Follow the instructions.
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To vote by Mail |
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1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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JPMOR1
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KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY
WHEN SIGNED AND DATED. |
JPMORGAN INSTITUTIONAL TRUST
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Vote on Trustees
1. To elect a Board of thirteen Trustees
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For
All |
Withhold
All
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For All
Except |
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To withhold authority to vote for any individual
nominee(s), mark For All Except and write the
name(s) of the nominee(s) on the line below. ______________________________________________________
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Nominees: |
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o |
o |
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01) Fergus Reid, III 02) William J. Armstrong
03) John F. Finn
04) Dr. Matthew Goldstein
05) Robert J. Higgins
06) Peter C. Marshall
07) Marilyn McCoy |
08) William G. Morton, Jr.
09) Robert A. Oden, Jr.
10) Frederick W. Ruebeck
11) James J. Schonbachler
12) Frankie D. Hughes
13) Leonard M. Spalding, Jr. |
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THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES LISTED ABOVE. |
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Vote on Proposal |
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2. |
To consider and act upon such other business as may properly come before the Meeting and any adjournments thereof. |
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Please be sure to sign and date this proxy card. |
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NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS CARD. All joint owners should sign. When signing as
executor, administrator, attorney, trustee or guardian or as custodian for a minor, please give full title as
such. If a corporation,
limited liability company, or partnership, please sign in full entity name and indicate the signer's position
with the entity. |
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Signature [PLEASE SIGN WITHIN BOX] |
Date |
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Signature
(Joint Owners) |
Date |
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Important
Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Proxy
Statement is available at www.proxyvote.com. |
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JPMOR2 |
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JPMORGAN INSTITUTIONAL TRUST
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245 Park Avenue, New York, New York 10167 |
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NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS TO BE
HELD ON APRIL 22, 2009 |
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FUND NAME PRINTS HERE |
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The undersigned hereby appoints Wendy Setnicka and Kristin Riggers, and each of them, as proxies with power of
substitution, and
hereby authorizes each of them to represent and to vote all the shares which the undersigned is entitled to vote
at the Special
Meeting of Shareholders to be held on April 22, 2009, and at any adjournment thereof.
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This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Trustees
(the Board) of
JPMorgan Institutional Trust (the Trust) on behalf of JPMorgan Core Bond Trust ("Core Bond Trust"), JPMorgan
Intermediate
Bond Trust (Intermediate Bond Trust), and JPMorgan Equity Index Trust (Equity Index Trust) (each, a Fund,
collectively,
the Funds). Executed proxies that are unmarked will be voted for the election of each nominee for trustee, and
for or against
any other matters acted upon at the Meeting in the discretion of the persons named as proxies.
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WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENVELOPE PROVIDED. YOUR PROMPT RETURN OF THE PROXY WILL HELP ENSURE A QUORUM AT
THE MEETING AND AVOID THE EXPENSE TO THE TRUST OF FURTHER SOLICITATION. |
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PLEASE DATE AND SIGN THIS CARD ON THE REVERSE SIDE. YOUR INSTRUCTION CARD IS NOT VALID UNLESS IT IS SIGNED. |
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-----END PRIVACY-ENHANCED MESSAGE-----