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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 2010 File No. 811-21638 UNITED STATES WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | x |
AMENDMENT No. 16
JPMORGAN INSTITUTIONAL TRUST
(Exact Name of Registrant as Specified in Charter)
245 Park Avenue
New York, New York 10167
(Address of Principal Executive Offices)
Registrants Telephone Number, including Area Code (212) 837-2524
Frank J. Nasta, Esq.
JPMorgan Chase & Co.
245 Park Avenue
New York, New York 10167
(Name and Address of Agent for Service)
Copies to:
Jessica K. Ditullio, Esq. JPMorgan Chase & Co. 1111 Polaris Parkway, Mail Code OH1-0152 Columbus, Ohio 43240 |
EXPLANATORY NOTE
This Amendment is filed by JPMorgan Institutional Trust (the Registrant). This Registration Statement has been filed by the Registrant pursuant to Section 8(b) of the Investment Company Act of 1940, as amended. However, shares of beneficial interest in the Registrant are not being registered under the Securities Act of 1933, as amended (the Securities Act), because such shares are issued solely in private placement transactions that do not involve a public offering within the meaning of Section 4(2) of the Securities Act. The shares have not been registered under any state securities laws in reliance upon various exemptions provided by those laws. Investments in the shares of the Registrant may be made only by accredited investors within the meaning of Regulation D under the Securities Act. This Registration Statement does not constitute an offer to sell, or the solicitation of an offer to buy, any shares of the Registrant.
Prospective Investor
|
Copy # _____________ |
DO NOT COPY OR CIRCULATE |
Risk/Return Summaries: |
||||||
JPMorgan
Intermediate Bond Trust |
1 | |||||
JPMorgan Core
Bond Trust |
5 | |||||
JPMorgan
Equity Index Trust |
9 | |||||
More About
the Funds |
1 2 | |||||
Additional
Information About the Funds Investment Strategies |
1 2 | |||||
Investment
Risks |
1 3 | |||||
Temporary
Defensive and Cash Positions |
1 5 | |||||
The
Funds Management and Administration |
1 6 | |||||
Subscribing for and Purchasing and Redeeming Fund Shares |
1 7 | |||||
Purchasing
Fund Shares |
1 7 | |||||
Redeeming
Fund Shares |
1 8 | |||||
Shareholder Information |
20 | |||||
Dividend
Policies |
20 | |||||
Tax Treatment
of Shareholders |
20 | |||||
Shareholder
Statements and Reports |
2 1 | |||||
Availability
of Proxy Voting Record |
2 1 | |||||
Portfolio
Holdings Disclosure |
2 1 | |||||
Investment
Practices |
2 3 | |||||
Risk and
Reward Elements for the Funds |
30 | |||||
How to Reach
Us |
Back cover |
Institutional Class |
||||||
---|---|---|---|---|---|---|
Management Fees |
0.30 | % | ||||
Other
Expenses |
0.1 7 | |||||
Acquired
Fund Fees and Expenses |
0.01 | |||||
Total
Annual Fund Operating Expenses1 |
0.48 | |||||
Fee
Waivers and Expense Reimbursements1 |
(0.3 2 | ) | ||||
Total
Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursements1 |
0.1 6 |
1 |
The Funds adviser and administrator (the Service Providers) have contractually agreed to waive fees and/or reimburse expenses to the extent Total Annual Fund Operating Expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees deferred compensation plan) exceed 0.15% of the average daily net assets. This contract continues through 6/30/11, at which time the Service Providers will determine whether or not to renew or revise it. |
1 Year |
3 Years |
5 Years |
10 Years |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
16 |
122 | 237 | 573 |
Best
Quarter |
3rd quarter, 200 9 |
3. 70 | % | |||||||
Worst Quarter |
3rd quarter, 2008 |
1.39 | % |
Past 1 Year |
Life of Fund (Since 2/7/05 ) |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
INTERMEDIATE BOND TRUST |
||||||||||
Return Before
Taxes |
9.65 | % | 5.44 | % | ||||||
Return After
Taxes on Distributions |
7.60 | 3.61 | ||||||||
Return After
Taxes on Distributions and Sale of Fund Shares |
6.22 | 3.56 | ||||||||
BARCLAYS
CAPITAL INTERMEDIATE U.S. GOVERNMENT/CREDIT INDEX |
||||||||||
(Reflects No
Deduction for Fees, |
||||||||||
Expenses or
Taxes) |
5.24 | 4.90 | ||||||||
LIPPER
SHORT-INTERMEDIATE U.S. GOVERNMENT FUNDS INDEX |
||||||||||
(Reflects No
Deduction for Taxes) |
2.70 | 4.22 |
Portfolio Manager |
Managed Fund Since |
Primary Title with Investment Adviser |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Douglas
Swanson |
2005 |
Managing Director |
||||||||
Scott
E. Grimshaw |
2005 |
Vice President |
To
establish an account |
$ | 5,000,000 | ||||
To add to
an account |
No minimum levels |
|
By contacting your client relationship or client service manager |
Management
Fees |
0.30 | % | ||||
Other
Expenses |
0.1 2 | |||||
Acquired
Fund Fees and Expenses |
0.01 | |||||
Total
Annual Fund Operating Expenses1 |
0.4 3 | |||||
Fee
Waivers and Expense Reimbursements1 |
(0.2 7 | ) | ||||
Total
Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursements1 |
0.1 6 |
1 |
The Funds adviser and administrator (the Service Providers) have contractually agreed to waive fees and/or reimburse expenses to the extent Total Annual Fund Operating Expenses (excluding acquired fund fees and expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees deferred compensation plan) exceed 0.15% of the average daily net assets. This contract continues through 6/30/11, at which time the Service Providers will determine whether or not to renew or revise it. |
1 Year |
3 Years |
5 Years |
10 Years |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
16 | 111 | 214 | 516 |
Best
Quarter |
3rd quarter, 2009 |
4.68 | % | |||||||
Worst Quarter |
3rd quarter, 2008 |
1.60 | % |
Past 1 Year |
Life of Fund (Since 2/7/05 ) |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
CORE BOND
TRUST |
||||||||||
Return Before
Taxes |
11.65 | % | 5.70 | % | ||||||
Return After
Taxes on Distributions |
9.20 | 3.75 | ||||||||
Return After
Taxes on Distributions and Sale of Fund Shares |
7.50 | 3.70 | ||||||||
BARCLAYS
CAPITAL U.S. AGGREGATE INDEX |
||||||||||
(Reflects No
Deduction for Fees, |
||||||||||
Expenses or
Taxes) |
5.93 | 6.58 | ||||||||
LIPPER
INTERMEDIATE U.S. GOVERNMENT FUNDS INDEX |
||||||||||
(Reflects No
Deduction for Taxes) |
3.25 | 5.04 |
Portfolio Manager |
Managed Fund Since |
Primary Title with Investment Adviser |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Douglas
Swanson |
2005 |
Managing Director |
||||||||
Christopher Nauseda |
2005 |
Vice President |
To
establish an account |
$ | 10,000,000 | ||||
To add to
an account |
No minimum level s |
|
By contacting your client relationship or client service manager |
1 |
S&P 500 is a registered service mark of Standard & Poors Corporation, which does not sponsor and is in no way affiliated with the Fund. |
Management
Fees |
0.25 | % | ||||
Other
Expenses |
0.1 7 | |||||
Total
Annual Fund Operating Expenses |
0.4 2 | |||||
Fee
Waivers and Expense Reimbursements1 |
(0.3 2 | ) | ||||
Total
Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursements1 |
0.10 |
1 |
The Funds adviser and administrator (the Service Providers) have contractually agreed to waive fees and/or reimburse expenses to the extent Total Annual Fund Operating Expenses (excluding acquired fund fees and expenses, dividend expenses relating to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees deferred compensation plan) exceed 0.10% of their average daily net assets. This contract continues through 6/30/11, at which time the Service Providers will determine whether or not to renew or revise it. |
1 Year |
3 Years |
5 Years |
10 Years |
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
10 | 102 | 203 | 499 |
Best
Quarter |
2nd quarter, 200 9 |
16.02 | % | |||||||
Worst Quarter |
4th quarter, 2008 |
22.13 | % |
Past 1 Year |
Life of Fund (Since 2/ 7/05 ) |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
EQUITY
INDEX TRUST |
||||||||||
Return Before
Taxes |
26.40 | % | 0.43 | % | ||||||
Return After
Taxes on Distributions |
25.85 | 0.01 | ||||||||
Return After
Taxes on Distributions and Sale of Fund Shares |
17.61 | 0.35 | ||||||||
S&P
500 INDEX |
||||||||||
(Reflects No
Deduction for Fees, |
||||||||||
Expenses or
Taxes) |
26.31 | 0.32 | ||||||||
LIPPER
S&P 500 OBJECTIVE FUNDS INDEX |
||||||||||
(Reflects No
Deduction for Taxes) |
26.46 | 0.51 |
Portfolio Manager |
Managed the Portfolio Since |
Primary Title with Investment Adviser |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Bala
Iyer |
2005 |
Managing Director |
||||||||
Michael
Loeffler |
2005 |
Vice President |
To
establish an account |
$ | 10,000,000 | ||||
To add to
an account |
No minimum level s |
|
By contacting your client relationship or client service manager |
JPMorgan
Intermediate Bond Trust |
0.0 8 | % | ||||
JPMorgan Core
Bond Trust |
0.1 2 | |||||
JPMorgan
Equity Index Trust |
0.04 |
|
The minimum initial investment for shares of the JPMorgan Intermediate Bond Trust is $5,000,000 and for shares of the JPMorgan Core Bond Trust and the JPMorgan Equity Index Trust is $10,000,000. |
|
You are required to maintain a minimum account balance equal to the minimum initial investment in each Fund. |
|
The Funds reserve the right to waive any investment minimum. For further information on investment minimum waivers, contact your client relationship or client service manager. |
|
Purchases may be made on any business day. This includes any day that the Funds are open for business, other than weekends and days on which the New York Stock Exchange (NYSE) is closed, including the following holidays: New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Investors should contact their client relationship or client service manager to make initial investment requests and in order to request to purchase additional shares. |
|
Purchase requests received by the Fund or an authorized agent of the Fund in proper form before 4:00 p.m. Eastern Time (ET) will be effective that day. On occasion, the NYSE will close before 4:00 p.m. ET. When that happens, purchase requests received by the Fund or an authorized agent of the Fund after the NYSE closes will be effective the following business day. |
|
Share ownership is electronically recorded; therefore, no certificates will be issued. |
|
The J.P. Morgan Funds do not authorize market timing and use reasonable methods to identify market timers and to prevent such activity. However, there can be no assurance that these methods will prevent market timing or other trading that may be deemed abusive. Market timing is an investment strategy using frequent purchases, redemptions and/or exchanges in an attempt to profit from short-term market movements. Market timing may result in dilution of the value of Fund shares held by long-term shareholders, disrupt portfolio management and increase Fund expenses for all shareholders. Although market timing may affect any Fund, these |
risks may be higher for Funds that invest significantly in non-U.S. securities or thinly traded securities (e.g., certain small cap securities), such as international, global or emerging market funds or small cap funds. For example, when a Fund invests in securities trading principally in non-U.S. markets that close prior to the close of the NYSE, market timers may seek to take advantage of the difference between the prices of these securities at the close of their non-U.S. markets and the value of such securities when the Fund calculates its net asset value. The J.P. Morgan Funds will prohibit any purchase order (including exchanges) with respect to one investor, a related group of investors or their agent(s), where they detect a pattern of either purchases and sales of one of the J.P. Morgan Funds, that indicates market timing or trading that they determine is abusive. |
|
The J.P. Morgan Funds Board of Trustees has adopted policies and procedures that use a variety of methods to identify market timers, including reviewing round trips in and out of the J.P. Morgan Funds by investors. A round trip includes a purchase into a Fund followed or preceded by a redemption out of the same Fund. The Fund will reject your purchase orders for a period of at least 90 days if it detects that you have completed two round trips within 60 days within the same Fund. In identifying market timers, the Fund may also consider activity of accounts that it believes to be under common ownership or control. |
|
Market timers may disrupt portfolio management and harm Fund performance. To the extent that the J.P. Morgan Funds are unable to identify market timers effectively, long-term investors may be adversely affected. Although the J.P. Morgan Funds use a variety of methods to detect and deter market timing, there is no assurance that the J.P. Morgan Funds will be able to identify and eliminate all market timing strategies. For example, certain accounts, which are known as omnibus accounts, include multiple investors and such accounts typically provide the Funds with a net purchase or redemption order on any given day where purchasers of Fund shares and redeemers of Fund shares are netted against one another and the identity of individual purchasers and redeemers whose orders are aggregated are not known by the Funds. While the Funds seek to monitor for market timing activities in omnibus accounts, the netting effect limits the Funds ability to locate and eliminate individual market timers from the Funds and there can be no assurances that the Funds will be able to do so. |
|
Subject to the foregoing, the Funds will seek to apply these policies and restrictions as uniformly as practicable, except in cases of purchases, redemptions and exchanges made on a systematic basis, automatic reinvestments of dividends and distributions or purchases, redemptions or exchanges that are part of a rebalancing program, such as a wrap program, or as part of a bona fide asset allocation program. Please see the Supplement for a further description of these arrangements. |
|
In addition to rejecting purchase orders in connection with suspected market timing activities, the Funds can reject a purchase order (including purchase orders for the Funds listed above) for any reason, including purchase orders that it does not think are in the best interests of a Fund and/or its shareholders or if they determine the trading to be abusive. |
|
Shares are sold at net asset value (NAV). This is also known as the offering price. |
|
NAV per share is calculated by dividing the total market value of a Funds investments and other assets (minus liabilities) by the number of outstanding shares in that class. |
|
The market value of a Funds investments is determined primarily on the basis of readily available market quotations. Certain short-term securities are valued at amortized cost, which approximates market value. If market quotations are not readily available or if available market quotations are determined not to be reliable or if a securitys value has been materially affected by events occurring after the close of trading on the exchange or market on which the security is principally traded (for example, a natural disaster affecting an entire country or region, or an event that affects an individual company), but before a Funds NAV is calculated, that security may be valued at its fair value in accordance with policies and procedures adopted by the J.P. Morgan Funds Board of Trustees. A securitys valuation may differ depending on the method used for determining value. Shareholders who purchase or redeem shares when NAV has been determined using fair valuation procedures may receive a number of shares or redemption proceeds that is greater or lower than they would have received if securities were not valued using the Trusts fair valuation procedures. The Board of Trustees receives regular reports concerning the operations of the fair valuation procedures. |
|
A Funds NAV changes every day. NAV is calculated each business day following the close of the NYSE at 4:00 p.m. ET. On occasion, the NYSE will close before 4:00 p.m. ET. When that happens, NAV will be calculated as of the time the NYSE closes. |
1. |
Trading on the NYSE is restricted; |
2. |
The NYSE is closed (other than weekend or holiday closings); |
3. |
Federal securities laws permit; |
4. |
The SEC has permitted a suspension; or |
5. |
An emergency exists, as determined by the SEC. |
FUND NAME |
FUND CODE | |||||
---|---|---|---|---|---|---|
JPMorgan Core
Bond Trust |
1 | |||||
JPMorgan
Intermediate Bond Trust |
2 | |||||
JPMorgan
Equity Index Trust |
3 |
INSTRUMENT | FUND CODE | RISK TYPE | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Adjustable Rate Mortgage Loans (ARMs): Loans in a mortgage pool which provide for a fixed initial mortgage
interest rate for a specified period of time, after which the rate may be subject to periodic adjustments. |
1, 2 |
Credit Interest Rate Liquidity Market Political Prepayment Valuation |
||||||||
Asset-Backed Securities: Securities secured by company receivables, home equity loans, truck and auto loans,
leases and credit card receivables or other securities backed by other types of receivables or other assets. |
1, 2 |
Credit Interest Rate Liquidity Market Political Prepayment Valuation |
||||||||
Bank Obligations: Bankers acceptances, certificates of deposit and time deposits. Bankers acceptances
are bills of exchange or time drafts drawn on and accepted by a commercial bank. Maturities are generally six months or less. Certificates of deposit
and time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds. |
13 |
Credit Currency Interest Rate Liquidity Market Political |
||||||||
Borrowings: A Fund may borrow for temporary purposes and/or for investment purposes. Such a practice will result
in leveraging of a Funds assets and may cause a Fund to liquidate portfolio positions when it would not be advantageous to do so. A Fund must
maintain continuous asset coverage of 300% of the amount borrowed, with the exception for borrowings not in excess of 5% of a Funds total assets
made for temporary administrative purposes. |
13 |
Credit Interest Rate Market |
||||||||
Call and Put Options: A call option gives the buyer the right to buy, and obligates the seller of the option to
sell a security at a specified price at a future date. A put option gives the buyer the right to sell, and obligates the seller of the option to buy a
security at a specified price at a future date. A Fund will sell only covered call and secured put options. |
13 |
Credit Leverage Liquidity Management Market |
||||||||
Commercial Paper: Secured and unsecured short-term promissory notes issued by corporations and other entities.
Maturities generally vary from a few days to nine months. |
13 |
Credit Currency Interest Rate Liquidity Market Political Valuation |
||||||||
Common Stock: Shares of ownership of a company. |
3 |
Market |
INSTRUMENT | FUND CODE | RISK TYPE | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Common Stock Warrants and Rights: Securities, typically issued with preferred stock or bonds, that give the holder
the right to buy a proportionate amount of common stock at a specified price. |
3 |
Credit Market |
||||||||
Convertible Securities: Bonds or preferred stock that can convert to common stock. |
13 |
Credit Currency Interest Rate Liquidity Market Political Valuation |
||||||||
Corporate Debt Securities: May include bonds and other debt securities of domestic and foreign issuers, including
obligations of industrial, utility, banking and other corporate issuers. |
13 |
Credit Currency Interest Rate Liquidity Market Political Valuation |
||||||||
Credit Default Swaps (CDSs): A swap agreement between two parties pursuant to which one party pays the other a
fixed periodic coupon for the specified life of the agreement. The other party makes no payment unless a credit event, relating to a predetermined
reference asset, occurs. If such an event occurs, the party will then make a payment to the first party, and the swap will terminate. |
1, 2 |
Credit Currency Interest Rate Leverage Liquidity Management Market Political Valuation |
||||||||
Custodial Receipts: Certain Funds may acquire securities in the form of custodial receipts that evidence ownership
of future interest payments, principal payments or both on certain U.S. Treasury notes or bonds in connection with programs sponsored by banks and
brokerage firms. These are not considered to be U.S. government securities. These notes and bonds are held in custody by a bank on behalf of the owners
of the receipts. |
1, 2 |
Credit Liquidity Market |
||||||||
Demand Features: Securities that are subject to puts and standby commitments to purchase the securities at a fixed
price (usually with accrued interest) within a fixed period of time following demand by a Fund. |
1, 2 |
Liquidity Management Market |
||||||||
Emerging Market Securities: Securities issued by issuers or governments in countries with emerging economies or
securities markets which may be undergoing significant evolution and rapid development . |
1, 2 |
Foreign Investment |
||||||||
Exchange Traded Funds (ETFs): Ownership interest in unit investment trusts, depositary receipts, and other pooled
investment vehicles that hold a portfolio of securities or stocks designed to track the price performance and dividend yield of a particular
broad - based, sector or international index. ETFs include a wide range of investments such as iShares, Standard & Poors Depositary
Receipts (SPDRs) and NASDAQ 100s. |
13 |
Market Investment Company |
||||||||
Foreign Investments: Equity and debt securities (e.g., bonds and commercial paper) of foreign entities and
obligations of foreign branches of U.S. banks and foreign banks. Foreign securities may also include American Depositary Receipts (ADRs), Global
Depositary Receipts (GDRs), European Depositary Receipts (EDRs) and American Depositary Securities. |
13 |
Foreign Investment Liquidity Market Political Prepayment |
INSTRUMENT | FUND CODE | RISK TYPE | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Inflation-Linked Debt Securities: Includes fixed and floating rate debt securities of varying maturities issued by
the U.S. government as well as securities issued by other entities such as corporations, foreign governments and foreign issuers. |
1, 2 |
Credit Currency Interest Rate Political |
||||||||
Inverse Floating Rate Instruments: Leveraged variable debt instruments with interest rates that reset in the
opposite direction from the market rate of interest to which the inverse floater is indexed. |
1, 2 |
Credit Leverage Market |
||||||||
Investment Company Securities: Shares of other investment companies, including money market funds for which the
adviser and/or its affiliates serve as investment adviser or administrator. The adviser will waive certain fees when investing in funds for which it
serves as investment adviser, to the extent required by law. |
13 |
Market Investment Company |
||||||||
Loan Assignments and Participations: Assignments of, or participations in, all or a portion of loans to
corporations or to governments, including governments of less developed countries. |
1, 2 |
Credit Currency Extension Foreign Investment Interest Rate Liquidity Market Political Prepayment |
||||||||
Master Limited Partnerships: Limited partnerships that are publicly traded on a securities
exchange. |
3 |
Market |
||||||||
Mortgages (Directly Held): Debt instruments secured by real property. |
1, 2 |
Credit Environmental Extension Interest Rate Liquidity Market Natural Event Political Prepayment Valuation |
||||||||
Mortgage-Backed Securities: Debt obligations secured by real estate loans and pools of loans including
collateralized mortgage obligations (CMOs), commercial mortgage-backed securities (CMBSs), and other asset-backed structures. |
1, 2 |
Credit Currency Extension Interest Rate Leverage Liquidity Market Political Prepayment Tax Valuation |
INSTRUMENT | FUND CODE | RISK TYPE | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Mortgage Dollar Rolls: A transaction in which a Fund sells securities for delivery in a current month and
simultaneously contracts with the same party to repurchase similar but not identical securities on a specified future date. |
1, 2 |
Currency Extension Interest Rate Leverage Liquidity Market Political Prepayment |
||||||||
Municipal Securities: Securities issued by a state or political subdivision to obtain funds for various public
purposes. Municipal securities include , among others, private activity bonds and industrial development bonds, as well as general obligation
notes, tax anticipation notes, bond anticipation notes, revenue anticipation notes, other short-term tax-exempt obligations, municipal leases,
obligations of municipal housing authorities and single-family revenue bonds. |
1, 2 |
Credit Interest Rate Market Natural Event Political Prepayment Tax |
||||||||
New Financial Products: New options and futures contracts and other financial products continue to be developed
and a Fund may invest in such options, contracts and products. |
13 |
Credit Liquidity Management Market |
||||||||
Obligations of Supranational Agencies: Obligations which are chartered to promote economic development and are
supported by various governments and governmental agencies. |
1, 2 |
Credit Foreign Investment Liquidity Political Valuation |
||||||||
Options and Futures Transactions: A Fund may purchase and sell (a) exchange traded and over-the-counter put and
call options on securities, indexes of securities and futures contracts on securities and indexes of securities and (b) futures contracts on securities
and indexes of securities. |
13 |
Credit Leverage Liquidity Management Market |
||||||||
Preferred Stock: A class of stock that generally pays a dividend at a specified rate and has preference over
common stock in the payment of dividends and in liquidation. |
13 |
Market |
||||||||
Private Placements, Restricted Securities and Other Unregistered Securities: Securities not registered under the
Securities Act of 1933, such as privately placed commercial paper and Rule 144A securities. |
13 |
Liquidity Market Valuation |
||||||||
Real Estate Investment Trusts (REITs): Pooled investment vehicles which invest primarily in income producing real
estate or real estate related loans or interest. |
13 |
Credit Interest Rate Liquidity Management Market Political Prepayment Tax Valuation |
||||||||
Repurchase Agreements: The purchase of a security and the simultaneous commitment to return the security to the
seller at an agreed upon price on an agreed upon date. This is treated as a loan. |
13 |
Credit Liquidity Market |
INSTRUMENT | FUND CODE | RISK TYPE | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Reverse Repurchase Agreements: The sale of a security and the simultaneous commitment to buy the security back at
an agreed upon price on an agreed upon date. This is treated as a borrowing by a Fund. |
13 |
Credit Leverage Market |
||||||||
Securities Issued in Connection with Reorganizations and Corporate Restructurings: In connection with reorganizing
or restructuring of an issuer, an issuer may issue common stock or other securities to holders of its debt securities. |
13 |
Market |
||||||||
Securities Lending: The lending of up to 33-1/3% of a Funds total assets. In return, the Fund will receive
cash, other securities, and/or letters of credit as collateral. |
13 |
Credit Leverage Market |
||||||||
Short-Term Funding Agreements: Agreements issued by banks and highly rated U.S. insurance companies such as
Guaranteed Investment Contracts (GICs) and Bank Investment Contracts (BICs). |
13 |
Credit Liquidity Market |
||||||||
Sovereign Obligations: Investments in debt obligations issued or guaranteed by a foreign sovereign government, or
its agencies, authorities or political subdivisions. |
1, 2 |
Credit Foreign Investment Liquidity Political Valuation |
||||||||
Stripped Mortgage-Backed Securities: Derivative multi-class mortgage securities which are usually structured with
two classes of shares that receive different proportions of the interest and principal from a pool of mortgage assets. These include Interest-Only (IO)
and Principal-Only (PO) securities issued outside a Real Estate Mortgage Investment Conduit (REMIC) or CMO structure. |
1, 2 |
Credit Market Liquidity Political Prepayment Valuation |
||||||||
Structured Investments: A security having a return tied to an underlying index or other security or asset class.
Structured investments generally are individually negotiated agreements and may be traded over-the-counter. Structured investments are organized and
operated to restructure the investment characteristics of the underlying security. |
1, 2 |
Credit Foreign Investment Liquidity Management Market Valuation |
||||||||
Swaps and Related Swap Products: Swaps involve an exchange of obligations by two parties. Caps and floors entitle
a purchaser to a principal amount from the seller of the cap or floor to the extent that a specified index exceeds or falls below a predetermined
interest rate or amount. A Fund may enter into these transactions to manage its exposure to changing interest rates and other
factors. |
13 |
Credit Currency Interest Rate Leverage Liquidity Management Market Political Valuation |
||||||||
Temporary Defensive Positions: To respond to unusual circumstances a Fund may invest in cash and cash equivalents
for temporary defensive purposes. |
1, 2 |
Credit Interest Rate Liquidity Market |
||||||||
Treasury Receipts: A Fund may purchase interests in separately traded interest and principal component parts of
U.S. Treasury obligations that are issued by banks or brokerage firms and that are created by depositing U.S. Treasury notes and U.S. Treasury bonds
into a special account at a custodian bank. Receipts include Treasury Receipts (TRs), Treasury Investment Growth Receipts (TIGRs), and Certificates of
Accrual on Treasury Securities (CATS). |
13 |
Market |
INSTRUMENT | FUND CODE | RISK TYPE | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Trust Preferreds: Securities with characteristics of both subordinated debt and preferred stock. Trust preferreds
are generally long term securities that make periodic fixed or variable interest payments. |
13 |
Credit Currency Interest Rate Liquidity Market Political Valuation |
||||||||
U.S. Government Agency Securities: Securities issued or guaranteed by agencies and instrumentalities of the
U.S. government. These include all types of securities issued by Ginnie Mae, Fannie Mae and Freddie Mac, including funding notes, subordinated
benchmark notes, CMOs and REMICs. |
13 |
Credit Govt Securities Interest Rate Market |
||||||||
U.S. Government Obligations: May include direct obligations of the U.S. Treasury, including Treasury bills, notes
and bonds, all of which are backed as to principal and interest payments by the full faith and credit of the United States, and separately traded
principal and interest component parts of such obligations that are transferable through the Federal book-entry system known as Separate Trading of
Registered Interest and Principal of Securities (STRIPS) and Coupons Under Book Entry Safekeeping (CUBES). |
13 |
Interest Rate Market |
||||||||
Variable and Floating Rate Instruments: Obligations with interest rates which are reset daily, weekly, quarterly
or some other frequency and which may be payable to a Fund on demand or at the expiration of a specified term. |
1, 2 |
Credit Liquidity Market Valuation |
||||||||
When-Issued Securities, Delayed Delivery Securities and Forward Commitments: Purchase or contract to purchase
securities at a fixed price for delivery at a future date. |
1, 2 |
Credit Leverage Liquidity Market Valuation |
||||||||
Zero-Coupon, Pay-in-Kind and Deferred Payment Securities: Zero-coupon securities are securities that are sold at a
discount to par value and on which interest payments are not made during the life of the security. Pay-in-kind securities are securities that have
interest payable by delivery of additional securities. Deferred payment securities are zero-coupon debt securities which convert on a specified date to
interest bearing debt securities. |
1, 2 |
Credit Currency Interest Rate Liquidity Market Political Valuation |
POTENTIAL RISKS | POTENTIAL REWARDS | POLICIES TO BALANCE RISK AND REWARD | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Credit
Quality |
||||||||||
The default of an issuer would leave a Fund with unpaid interest or principal |
Investment-grade bonds have a lower risk of default |
Each Fund maintains its own policies for balancing credit quality against potential yields and gains in
light of its investment goals The adviser develops its own ratings of unrated securities and makes a credit quality determination for unrated securities |
||||||||
Derivatives* |
||||||||||
Derivatives such as futures, options, and swaps1 that are used
for hedging the portfolio or specific securities may not fully offset the underlying positions and this could result in losses to a Fund that would not
have otherwise occurred A Fund may have difficulty exiting a derivatives position Derivatives used for risk management or, to increase a Funds gain may not have the intended effects and may result in losses or missed opportunities The counterparty to a derivatives contract could default Certain types of derivatives involve costs to the Funds which can reduce return Derivatives that involve leverage could magnify losses Segregated or earmarked assets and collateral accounts established in connection with derivatives may limit a Funds investment flexibility Derivatives used for non-hedging purposes could cause losses that exceed the original investment Derivatives may, for tax purposes, affect the character of gain and loss realized by a Fund, accelerate recognition of income to a Fund, affect the holding period of a Funds assets and defer recognition of certain of a Funds losses |
Hedges that correlate well with underlying positions can reduce or eliminate losses at low cost A Fund could make money and protect against losses if the investment analysis (managements analysis) proves correct Derivatives that involve leverage could generate substantial gains at low cost |
A Fund uses derivatives for hedging and for risk management and/or to increase income or gains (i.e., to adjust duration or
yield curve exposure or to establish or adjust exposure to particular securities, or markets); risk management may include management of such
Funds exposure relative to its benchmark A Fund only establishes hedges that it expects will be highly correlated with underlying positions A Fund segregates or earmarks liquid assets to cover its derivatives and offset a portion of the leverage risk |
* |
The Funds are not subject to registration or regulation as a commodity pool operator as defined in the Commodity Exchange Act because the Funds have claimed an exclusion from that definition. |
1 |
A futures contract is an agreement to buy or sell a set quantity of an underlying instrument at a future date, or to make or receive a cash payment based on changes in the value of a securities index. An option is the right to buy or sell a set quantity of an underlying instrument at a predetermined price. A swap is a privately negotiated agreement to exchange one stream of payments for another. |
POTENTIAL RISKS | POTENTIAL REWARDS | POLICIES TO BALANCE RISK AND REWARD | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Market
Conditions |
||||||||||
Adverse market, economic, political and other conditions may from time to time cause a Fund to take
temporary defensive positions that are inconsistent with its principal investment strategies and may hinder a Fund from achieving its investment
objective The value of most bonds will fall when interest rates rise; the longer a bonds maturity and the lower its credit quality, the more its value typically falls Each Funds share price, yield and total return will fluctuate in response to bond market movements Mortgage-backed and asset-backed securities (securities representing an interest in, or secured by, a pool of mortgages or other assets such as receivables) and direct mortgages could generate capital losses or periods of low yields if they are paid off substantially earlier or later than anticipated Each Funds share price and performance will fluctuate in response to stock and/or bond market movements The market value of convertible securities and other debt securities tends to fall when prevailing interest rates rise. The value of convertible securities also tends to change whenever the market value of the underlying common or preferred stock fluctuates |
Stocks have generally outperformed more stable investments (such as bonds and cash equivalents) over
the long-term Bonds have generally outperformed money market investments over the long-term, with less risk than stocks Most bonds will rise in value when interest rates fall Mortgage-backed and asset-backed securities and direct mortgages can offer attractive returns |
Each Fund seeks to limit risk and enhance performance through active management and/or
diversification Each Fund seeks to limit risk and enhance total return or yields through careful management, sector allocations, individual securities selection and duration management During severe market downturns, the Intermediate Bond Trust and the Core Bond Trust have the option of investing up to 100% of its assets in high-quality short-term instruments Under normal circumstances the Intermediate Bond Trust and the Core Bond Trust plan to remain fully invested in bonds and other fixed-income securities and may invest uninvested cash in affiliated money market funds The adviser monitors interest rate trends, as well as geographic and demographic information related to mortgage-backed securities and mortgage prepayments Under normal circumstances each Fund plans to remain fully invested in accordance with its policies and each Fund may invest uninvested cash in affiliated money market funds; in addition to the securities described in the Fund Summary |
||||||||
Loan
Assignments and Participations |
||||||||||
Loan assignments and participations have a higher risk of default and may be less liquid and/or become
illiquid |
Loan assignments and participations offer higher yields and higher potential gain |
The adviser performs ongoing credit review of the obligor and invests only in loan assignments and participations if it
determines the instrument contains favorable risk/reward characteristics A Fund limits its investments in illiquid securities to no more than 15% of the Funds net assets at the time of purchase |
POTENTIAL RISKS | POTENTIAL REWARDS | POLICIES TO BALANCE RISK AND REWARD | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
When-Issued
and Delayed Delivery Securities |
||||||||||
When a Fund buys securities before issue or for delayed delivery, it could be exposed to leverage risk
if it does not segregate liquid assets |
A Fund can take advantage of attractive transaction opportunities |
Each Fund segregates liquid assets to offset leverage risk |
||||||||
Management
Choices |
||||||||||
A Fund could underperform its benchmark due to its sector, securities or duration
choices |
Each Fund could outperform its benchmark due to these same choices |
The adviser focuses its management on those areas where it believes its commitment to research can most
enhance returns and manage risks in a consistent way |
||||||||
Securities
Lending |
||||||||||
When a Fund lends a security, there is a risk that the loaned securities may not be returned if the
borrower or the lending agent defaults The collateral will be subject to the risks of the securities in which it is invested |
A Fund may enhance income through the investment of the collateral received from the
borrower |
The adviser maintains a list of approved borrowers Each Fund receives collateral equal to at least 100% of the current value of securities loaned The lending agent indemnifies a Fund against borrower default The advisers collateral investment guidelines limit the quality and duration of collateral investment to minimize losses Upon recall, the borrower must return the securities loaned within the normal settlement period |
||||||||
Illiquid
Holdings |
||||||||||
A Fund could have difficulty valuing these holdings precisely A Fund could be unable to sell these holdings at the time or price desired |
These holdings may offer more attractive yields or potential growth/appreciation than comparable widely traded
securities |
No Fund may invest more than 15% of its net assets in illiquid holdings To maintain adequate liquidity to meet redemptions, a Fund may hold high quality short-term instruments (including repurchase agreements) and may borrow from banks as permitted by law |
POTENTIAL RISKS | POTENTIAL REWARDS | POLICIES TO BALANCE RISK AND REWARD | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Short-Term
Trading |
||||||||||
Increased trading would raise a Funds transaction costs Increased short-term capital gains distributions would raise shareholders income tax liability Increased short-term capital gain distributions would raise shareholders income tax liability; such an increase in transaction costs and/or tax liability, if not offset by gains from short-term trading, would reduce a Funds returns |
A Fund could realize gain in a short period of time A Fund could protect against losses if a security is overvalued and its value later falls |
Each Fund generally avoids short-term trading, except to take advantage of attractive or unexpected
opportunities or to meet demands generated by shareholder activity |
||||||||
Exchange
traded funds (ETFs) and other investment companies |
||||||||||
If a Fund invests in shares of another investment company, shareholders would bear not only their proportionate share of the
Funds expenses, but also similar expenses of the investment company The price movement of an ETF may not track the underlying index, market, sector, regions or industries and may result in a loss |
Investments in other investment companies help to manage smaller cash flows Investing in ETFs offers instant exposure to an index or a broad range of markets, sectors, geographic regions and industries |
Generally, a Funds investments in other investment companies, including ETFs, are subject to the percentage
limitations of the Investment Company Act of 1940 (1940 Act) Exemptive orders granted to various ETFs and their investment advisers by the Securities and Exchange Commission (SEC) permit a Fund to invest beyond the 1940 Act limits, subject to certain terms and conditions, including a finding of the Board of Trustees that the advisory fees charged by the adviser are for services that are in addition to, and not duplicative of, the advisory services provided to those ETFs Under SEC Rule 12d1-1, a Fund may invest in both affiliated and unaffiliated money market funds without limit subject to a Funds investment policies and restrictions and the conditions of the rule |
THE
TRUST |
1 | |||||
INVESTMENT OBJECTIVES AND POLICIES |
1 | |||||
Asset-Backed Securities |
1 | |||||
Bank
Obligations |
2 | |||||
Commercial Paper |
3 | |||||
Convertible Securities |
4 | |||||
Custodial Receipts |
4 | |||||
Debt
Instruments |
4 | |||||
Corporate Debt Securities |
4 | |||||
Inflation-Linked Debt Securities |
4 | |||||
Variable and Floating Rate Instruments . |
5 | |||||
Zero-Coupon, Pay-in-Kind and Deferred Payment Securities |
7 | |||||
Demand
Features |
7 | |||||
Equity
Securities, Warrants and Rights |
8 | |||||
Common
Stock |
8 | |||||
Common
Stock Warrants and Rights |
8 | |||||
Preferred Stock |
8 | |||||
Initial Public Offerings |
8 | |||||
Foreign
Investments |
8 | |||||
Obligations of Supranational Entities |
10 | |||||
Sovereign Obligations |
10 | |||||
Inverse
Floaters and Interest Rate Caps |
11 | |||||
Investment Company Securities and Exchange Traded Funds |
11 | |||||
Investment Company Securities |
11 | |||||
Exchange Traded Funds (ETFs) |
11 | |||||
Index
Investing by the Equity Index Trust |
12 | |||||
Loan
Assignments and Participations |
13 | |||||
Miscellaneous Investment Strategies and Risks |
17 | |||||
Borrowings |
17 | |||||
New
Financial Products |
17 | |||||
Private
Placements, Restricted Securities and Other Unregistered Securities |
17 | |||||
Securities Issued in Connection with Reorganizations and Corporate Restructuring |
19 | |||||
Temporary Defensive Positions |
19 | |||||
Mortgage-Related Securities |
19 | |||||
Mortgages (Directly Held) |
19 | |||||
Mortgage-Backed Securities (CMOs and REMICs) |
20 | |||||
Mortgage Dollar Rolls |
22 | |||||
Stripped Mortgage-Backed Securities |
23 | |||||
Adjustable Rate Mortgage Loans |
24 | |||||
Risk
Factors of Mortgage-Related Securities |
25 | |||||
Municipal Securities |
27 | |||||
Risk
Factors in Municipal Securities |
31 | |||||
Limitations on the use of Municipal Securities |
32 | |||||
Options
and Futures Transactions |
32 | |||||
Purchasing Put and Call Options |
33 | |||||
Selling
(Writing) Put and Call Options |
33 | |||||
Engaging in Straddles and Spreads |
34 | |||||
Options
on Indexes |
35 | |||||
Exchange-Traded and OTC Options |
35 | |||||
Futures
Contracts |
35 | |||||
Cash
Equitization |
36 | |||||
Options
on Futures Contracts |
36 |
Combined Positions |
37 | |||||
Correlation of Price Changes |
37 | |||||
Liquidity of Options and Futures Contracts |
3 7 | |||||
Position Limits |
3 7 | |||||
Asset
Coverage for Futures Contracts and Options Positions |
38 | |||||
Real
Estate Investment Trusts (REITs) |
38 | |||||
Repurchase Agreements |
39 | |||||
Reverse
Repurchase Agreements |
39 | |||||
Securities Lending |
40 | |||||
Short-Term Funding Agreements |
4 1 | |||||
Structured Investments |
4 1 | |||||
Swaps
and Related Swap Products |
4 2 | |||||
Credit
Default Swaps |
4 4 | |||||
Temporary Liquidity Guarantee Program (TLGP) Securities |
4 5 | |||||
Treasury Receipts |
4 5 | |||||
Trust
Preferred Securities |
4 5 | |||||
U.S.
Government Obligations |
46 | |||||
When-Issued Securities, Delayed Delivery Securities and Forward Commitments |
4 6 | |||||
Impact
of Large Redemption and Purchases of Fund Shares |
4 7 | |||||
QUALITY
DESCRIPTION FOR THE CORE BOND TRUST AND INTERMEDIATE BOND TRUST |
4 8 | |||||
INVESTMENT POLICIES |
49 | |||||
FUNDAMENTAL POLICIES |
49 | |||||
NON-FUNDAMENTAL POLICIES |
5 0 | |||||
Portfolio Turnover |
5 0 | |||||
DISTRIBUTIONS AND TAX MATTERS |
5 0 | |||||
Capital
Loss Carryforwards |
6 0 | |||||
VALUATION |
6 0 | |||||
ADDITIONAL INFORMATION REGARDING THE CALCULATION OF PER SHARE NET ASSET VALUE |
6 2 | |||||
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION |
6 2 | |||||
Purchases-in-Kind |
6 2 | |||||
Redemptions-in-Kind |
6 3 | |||||
Redemptions |
6 3 | |||||
Cut-Off
Times for Purchase and Redemption Orders |
6 3 | |||||
MANAGEMENT OF THE TRUST |
6 3 | |||||
TRUSTEES |
6 3 | |||||
OFFICERS |
7 5 | |||||
THE
ADVISER |
7 7 | |||||
CODES
OF ETHICS |
8 2 | |||||
Portfolio Transactions |
8 2 | |||||
Administrator |
87 | |||||
Placement Agent |
88 | |||||
Custodian, Transfer Agent, Accounting Agent and Dividend Disbursing Agent |
89 | |||||
Securities Lending Agent |
9 0 | |||||
ADDITIONAL INFORMATION |
9 1 | |||||
Proxy
Voting Policies and Procedures |
9 1 | |||||
Description of Shares |
9 3 | |||||
Shareholder and Trustee Liability |
9 4 | |||||
Miscellaneous |
96 | |||||
Financial Statements |
99 | |||||
APPENDIX A DESCRIPTION OF RATINGS |
A-1 |
(S&P) and the timing of purchases and redemptions. In the future, the Trustees of the Trust, subject to the approval of Shareholders, may select another index if such a standard of comparison is deemed to be more representative of the performance of common stocks.
|
the frequency of trades and quotes for the security; |
|
the number of dealers willing to purchase or sell the security and the number of other potential buyers: |
|
dealer undertakings to make a market in the security; and |
|
the nature of the security and the nature of the marketplace trades. |
|
The 4(2) Paper must not be traded flat or in default as to principal or interest; |
|
The 4(2) Paper must be rated in one of the two highest rating categories by at least two NRSROs, or if only one NRSRO rates the security, by that NRSRO, or if unrated, is determined by a Funds Adviser to be of equivalent quality; |
|
The Funds Adviser must consider the trading market for the specific security, taking into account all relevant factors, including but not limited to, whether the paper is the subject of a commercial paper program that is administered by an issuing and paying agent bank and for which there exists a dealer willing to make a market in that paper, or is administered by a direct issuer pursuant to a direct placement program; |
|
The Funds Adviser shall monitor the liquidity of the 4(2) Paper purchased and shall report to the Board of Trustees promptly if any such securities are no longer determined to be liquid if such determination causes a Fund to hold more than 10% of its net assets in illiquid securities in order for the Board of Trustees to consider what action, if any, should be taken on behalf of the Trust, unless the Funds Adviser is able to dispose of illiquid assets in an orderly manner in an amount that reduces the Funds holdings of illiquid assets to less than 10% of its net assets; and |
|
The Funds Adviser shall report to the Board of Trustees on the appropriateness of the purchase and retention of liquid restricted securities under these guidelines no less frequently than quarterly. |
|
various governmental agencies such as the Government National Mortgage Association (Ginnie Mae); |
|
government-related organizations such as the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac); and |
|
non-governmental issuers such as commercial banks, savings and loan institutions, mortgage bankers, and private mortgage insurance companies. (Non-governmental mortgage securities cannot be treated as U.S. government securities for purposes of investment policies). |
|
any difference between the price received for the securities sold and the lower forward price for the future purchase (often referred to as the drop); or |
|
fee income plus the interest earned on the cash proceeds of the securities sold until the settlement date of the forward purchase. |
1. |
bridges, |
2. |
highways, |
3. |
roads, |
4. |
schools, |
5. |
waterworks and sewer systems, and |
6. |
other utilities. |
1. |
refunding outstanding obligations, |
2. |
obtaining funds for general operating expenses, and |
3. |
obtaining funds to lend to other public institutions and facilities. |
1. |
water, sewage and solid waste facilities, |
2. |
qualified residential rental projects, |
3. |
certain local electric, gas and other heating or cooling facilities, |
4. |
qualified hazardous waste facilities, |
5. |
high-speed intercity rail facilities, |
6. |
governmentally-owned airports, docks and wharves and mass transportation facilities, |
7. |
qualified mortgages, |
8. |
student loan and redevelopment bonds, and |
9. |
bonds used for certain organizations exempt from Federal income taxation. |
1. |
privately operated housing facilities, |
2. |
sports facilities, |
3. |
industrial parks, |
4. |
convention or trade show facilities, |
5. |
airport, mass transit, port or parking facilities, |
6. |
air or water pollution control facilities, |
7. |
sewage or solid waste disposal facilities, and |
8. |
facilities for water supply. |
1. |
Short-term tax-exempt General Obligations Notes, |
2. |
Tax Anticipation Notes, |
3. |
Bond Anticipation Notes, |
4. |
Revenue Anticipation Notes, |
5. |
Project Notes, and |
6. |
Other forms of short-term tax-exempt loans. |
|
general money market conditions, |
|
coupon rate, |
|
the financial condition of the issuer, |
|
general conditions of the municipal bond market, |
|
the size of a particular offering, |
|
the maturity of the obligations, and |
|
the rating of the issue. |
|
the interest on the bonds may become taxable, possibly retroactively from the date of issuance; |
|
the value of the bonds may be reduced; |
|
you and other Shareholders may be subject to unanticipated tax liabilities; |
|
a Fund may be required to sell the bonds at the reduced value; |
|
it may be an event of default under the applicable mortgage; |
|
the holder may be permitted to accelerate payment of the bond; and |
|
the issuer may be required to redeem the bond. |
|
limited financial resources; |
|
infrequent or limited trading; and |
|
more abrupt or erratic price movements than larger company securities. |
1. |
Borrowing. The Funds may (i) borrow for non-leveraging, temporary or emergency purposes and (ii) engage in reverse repurchase agreements, make other investments or engage in other transactions, that may involve a borrowing, in a manner consistent with the Funds investment objective and program, provided that the combination of (i) and (ii) shall not exceed 33 1/3% of the value of the Funds total assets (including the amount borrowed) less liabilities (other than borrowings) or such other percentage permitted by law. Any borrowings which come to exceed this amount will be reduced in accordance with applicable law. The Funds may borrow from banks or other persons to the extent permitted by applicable law. |
2. |
Senior Securities. The Funds may not issue senior securities, except as permitted under the 1940 Act. |
3. |
Underwriting. The Funds may not underwrite securities issued by other persons, except to the extent that the Funds may be deemed to be an underwriter, within the meaning of the Securities Act, in connection with the purchase and sale of its portfolio securities in the ordinary course of pursuing its investment objective, policies and program. |
4. |
Purchases of Commodities. The Funds may not purchase or sell physical commodities, except that it may (i) enter into futures contracts and options thereon in accordance with applicable law and (ii) purchase or sell physical commodities if acquired as a result of ownership of securities or other instruments. The Funds will not consider stock index futures contracts, currency contracts, hybrid investments, swaps or other similar instruments to be commodities. |
5. |
Loans. The Funds may not lend any security or make any loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties. This limitation does not apply to purchases of publicly distributed or privately placed debt securities or money market instruments or to entering into repurchase agreements by the Funds. |
6. |
Concentration. The Funds may not purchase the securities of any issuer if, as a result, more than 25% of the Funds total assets would be invested in the securities of issuers, the principal business activities of which are in the same industry, provided that this limitation does not apply to investment in obligations issued or guaranteed by the United States government, state or local governments, or their agencies or instrumentalities. |
7. |
Real Estate. The Funds may not purchase or sell real estate, except that the Funds may purchase (i) securities of issuers that invest or deal in real estate, (ii) securities that are directly or indirectly secured by real estate or interests in real estate, and (iii) securities that represent interests in real estate, and the Funds may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein. In addition, the Funds may make direct investments in mortgages. |
8. |
Diversification. The Funds may not, with respect to 75% of its total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other investment companies) if, as a result, (i) more than 5% of the Funds total assets would be invested in the securities of that issuer, or (ii) the Funds would hold more than 10% of the voting securities of any one issuer. |
Funds |
Fiscal Year Ended February 28 , 2009 |
Fiscal Year Ended February 28, 20 10 |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Core Bond
Trust |
13 | % | 19 | % | ||||||
Equity Index
Trust |
14 | 18 | ||||||||
Intermediate
Bond Trust |
11 | 23 |
(a) |
derive at least 90% of its gross income for each taxable year from (i) dividends, interest, payments with respect to certain securities loans, and gain from the sale or other disposition of stock, securities, or foreign currencies, or other income (including but not limited to gain from options, futures, or forward contracts) derived with respect to its business of investing in such stock, securities, or currencies and (ii) net income derived from interests in qualified publicly traded partnerships (QPTP, defined below); |
(b) |
diversify its holdings so that, at the end of each quarter of the Funds taxable year, (i) at least 50% of the market value of the Funds total assets is represented by cash and cash items, U.S. government securities, securities of other regulated investment companies, and other securities limited in respect of any one issuer to not greater than 5% of the value of the Funds total assets and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Funds total assets is invested in (x) the securities (other than those of the U.S. government or other regulated investment companies) of any one issuer or of two or more issuers that the Fund controls and that are engaged in the same, similar, or related trades or businesses, or (y) in the securities of one or more QPTPs (as defined below); and |
(c) |
distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (as that term is defined in the Code, without regard to the deduction for dividends paidgenerally, taxable ordinary income and any excess of net short-term capital gains over net long-term capital losses) and net tax-exempt interest income, for such year. |
Fund |
Capital Loss Carryforwards |
Expiration Date | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Core Bond
Trust |
$ | 3,545 | 2/28/2015 | |||||||
9,887 | 2 /28/2017 | |||||||||
Total |
13,432 | |||||||||
Equity Index
Trust |
9,624 | 2/28/2017 | ||||||||
14,263 | 2/28/2018 | |||||||||
Total |
23,887 | |||||||||
Intermediate
Bond Trust |
1,000 | 2/28/2014 | ||||||||
1,123 | 2/28/2015 | |||||||||
134 | 2/29/2016 | |||||||||
712 | 2/28/2017 | |||||||||
126 | 2/28/2018 | |||||||||
Total |
3,095 |
|
trading on the New York Stock Exchange (the Exchange) is broadly restricted by the applicable rules and regulations of the SEC; |
|
the Exchange is closed for other than customary weekend and holiday closing; |
|
the SEC has by order permitted such suspension; or |
|
the SEC has declared a market emergency. |
J.P. Morgan
Investment Management Inc. |
Investment Adviser |
|||||
J.P. Morgan
Institutional Investments Inc. |
Placement Agent |
JPMorgan Funds
Management, Inc. |
Administrator |
|||||
JPMorgan Chase
Bank, N.A. |
Custodian, Fund Accountant, and Securities Lending Agent |
Name (Year of Birth); Positions With the Funds (Since) |
Principal Occupations During Past 5 Years |
Number of Portfolios in Fund Complex Overseen by Trustee(1) |
Other Directorships Held Outside Fund Complex |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Independent
Trustees |
||||||||||||||
William J.
Armstrong (1941); Trustee of Trust since 2009; Trustee of Heritage JPMorgan Funds since 1987. |
Retired; CFO and
Consultant, EduNeering, Inc. (Internet business education supplier) (20002001); Vice President and Treasurer, Ingersoll-Rand Company
(manufacturer of industrial equipment) (19722000). |
13 5 |
None. |
|||||||||||
John F.
Finn (1947); Trustee of Trust since 2009; Trustee of heritage One Group Mutual Funds since 1998. |
Chairman
(1985present) President and Chief Executive Officer, Gardner, Inc. (supply chain management company serving industrial and consumer
markets ) (197 4 present). |
13 5 |
Director,
Cardinal Health, Inc (CAH) (1994present); Director, Greif, Inc. (GEF) ( industrial package product and services )
(2007present). |
|||||||||||
Dr. Matthew
Goldstein (1941); Trustee of Trust since 2009; Trustee of heritage JPMorgan Funds since 2003. |
Chancellor, City
University of New York (1999present); President, Adelphi University (New York) (19981999). |
13 5 |
Director, New
Plan Excel (NXL) (1999 2005); Director, National Financial Partners (NTP) (2003 2005); Director, Bronx-Lebanon Hospital
Center; Director, United Way of New York City (2002present). |
Name (Year of Birth); Positions With the Funds (Since) |
Principal Occupations During Past 5 Years |
Number of Portfolios in Fund Complex Overseen by Trustee(1) |
Other Directorships Held Outside Fund Complex | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Robert J.
Higgins (1945); Trustee of Trust since 2009; Trustee of heritage JPMorgan Funds since 2002. |
Retired; Director
of Administration of the State of Rhode Island (20032004); PresidentConsumer Banking and Investment Services, Fleet Boston Financial
(19712002). |
13 5 |
None. |
|||||||||||
Peter C.
Marshall (1942); Trustee of Trust since 2009; Trustee of heritage One Group Mutual Funds since 1985. |
Self-employed
business consultant (2000 2008 ); Senior Vice President, W.D. Hoard, Inc. (corporate parent of DCI Marketing, Inc.) (20002002);
President, DCI Marketing, Inc. (19922000). |
13 5 |
Director, Center
for Deaf and Hard of Hearing (1990present). |
|||||||||||
Marilyn
McCoy* (1948); Trustee of Trust since 2009; Trustee of heritage One Group Mutual Funds since 1999. |
Vice President of
Administration and Planning, Northwestern University (1985present). |
13 5 |
Trustee, Carleton
College (2003present). |
|||||||||||
William G.
Morton, Jr. (1937); Trustee of Trust since 2009; Trustee of heritage JPMorgan Funds since 2003. |
Retired; Chairman
Emeritus (20012002), and Chairman and Chief Executive Officer, Boston Stock Exchange (1985 2001). |
13 5 |
Director,
Radio Shack Corp. (1987 2008); Trustee, Stratton Mountain School (2001present). |
|||||||||||
Robert A.
Oden, Jr. (1946); Trustee of Trust since 2009; Trustee of heritage One Group Mutual Funds since 1997. |
President,
Carleton College (2002present); President, Kenyon College (19952002). |
13 5 |
Trustee, American
University in Cairo (1999present); Trustee, Carleton College (2002present). |
|||||||||||
Fergus Reid,
III (1932); Trustee of Trust (Chairman) since 2009; Trustee (Chairman) of heritage JPMorgan Funds since 1987. |
Chairman, Joe
Pietryka, Inc. (formerly Lumelite Corporation) (plastics manufacturing) (2003present); Chairman and Chief Executive Officer, Lumelite Corporation
(19852002). |
13 5 |
Trustee, Morgan
Stanley Funds (16 5 portfolios) (1992present). |
Name (Year of Birth); Positions With the Funds (Since) |
Principal Occupations During Past 5 Years |
Number of Portfolios in Fund Complex Overseen by Trustee(1) |
Other Directorships Held Outside Fund Complex | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Frederick W.
Ruebeck (1939); Trustee of Trust since 2009; Trustee of heritage One Group Mutual Funds since 1994. |
Consultant
(2000 present) , Advisor, J P Green & Associates, LLC (broker-dealer) (2000 2009 ); Chief Investment
Officer, Wabash College (2004present); Director of Investments, Eli Lilly and Company (pharmaceuticals)
(19881999). |
13 5 |
Trustee, Wabash
College (1988present); Chairman, Indianapolis Symphony Orchestra Foundation (1994present). |
|||||||||||
James J.
Schonbachler (1943); Trustee of Trust since 2009; Trustee of heritage JPMorgan Funds since 2001. |
Retired; Managing
Director of Bankers Trust Company (financial services) (19681998). |
13 5 |
None. |
|||||||||||
Interested
Trustees |
||||||||||||||
Frankie D.
Hughes** (1952); Trustee of Trust since 2009. |
Principal and
Chief Investment Officer, Hughes Capital Management, Inc. (fixed income asset management) (1993present) |
13 5 |
Trustee, The Victory Portfolios (2000 2008). |
|||||||||||
Leonard M.
Spalding, Jr.*** (1935); Trustee of Trust since 2009; Trustee of heritage JPMorgan Funds since 1998. |
Retired; Chief
Executive Officer, Chase Mutual Funds (investment company) (19891998); President & Chief Executive Officer, Vista Capital Management
(investment management) (19901998); Chief Investment Executive, Chase Manhattan Private Bank (investment management)
(19901998). |
13 5 |
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). |
NAME OF TRUSTEE | DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS |
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY THE TRUSTEE IN THE FAMILY OF INVESTMENT COMPANIES(1),(2) |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Independent Trustees |
||||||||||
William
J. Armstrong |
None |
Over
$100,000 |
||||||||
John F.
Finn |
None |
Over
$100,000 |
||||||||
Dr. Matthew
Goldstein |
None |
Over
$100,000 |
||||||||
Robert J.
Higgins |
None |
Over
$100,000 |
||||||||
Peter C.
Marshall |
None |
Over
$100,000 |
||||||||
Marilyn
McCoy |
None |
Over
$100,000 |
||||||||
William G.
Morton, Jr. |
None |
Over
$100,000 |
||||||||
Robert A.
Oden, Jr. |
None |
Over
$100,000 |
||||||||
Fergus Reid,
III |
None |
Over
$100,000 |
||||||||
Frederick W.
Ruebeck |
None |
Over
$100,000 |
||||||||
James J.
Schonbachler |
None |
Over
$100,000 |
||||||||
Interested Trustees |
||||||||||
Frankie D.
Hughes |
None |
Over
$100,000 |
||||||||
Leonard M.
Spalding, Jr. |
None |
Over
$100,000 |
NAME OF TRUSTEE (1) |
Intermediate Bond Trust |
Core Bond Trust |
Equity Index Trust |
TOTAL COMPENSATION FROM FUND COMPLEX(2) |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Independent Trustees |
||||||||||||||||||
William J.
Armstrong |
$ | 121 | $ | 959 | $ | 108 | $264,000 | |||||||||||
John F.
Finn |
101 | 799 | 90 | 0 | ˆ | |||||||||||||
Dr. Matthew
Goldstein |
116 | 919 | 103 | 253,000 | ||||||||||||||
Robert J.
Higgins |
116 | 919 | 103 | 0 | ˆˆ | |||||||||||||
Peter C.
Marshall |
131 | 1,039 | 117 | 286,000 | ||||||||||||||
Marilyn
McCoy |
121 | 959 | 108 | 264,000 | ||||||||||||||
William G.
Morton, Jr. |
101 | 799 | 90 | 220,000 | ||||||||||||||
Robert A.
Oden, Jr. |
101 | 799 | 90 | 154,000 | ˆˆˆ | |||||||||||||
Fergus Reid,
III |
192 | 1,518 | 171 | 418,000 | ||||||||||||||
Frederick W.
Ruebeck |
116 | 919 | 103 | 253,000 | ||||||||||||||
James J.
Schonbachler |
101 | 799 | 90 | 220,000 |
NAME OF TRUSTEE (1) |
Intermediate Bond Trust |
Core Bond Trust |
Equity Index Trust |
TOTAL COMPENSATION FROM FUND COMPLEX(2) | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Interested
Trustees |
||||||||||||||||||
Frankie D.
Hughes |
101 | 799 | 90 | 220,000 | ||||||||||||||
Leonard M.
Spalding, Jr. |
121 | 959 | 108 | 264,000 |
1 |
J .P. Morgan Asset Management is the marketing name for the asset management businesses of JPMorgan Chase & Co. Those businesses include, but are not limited to, J.P. Morgan Investment Management Inc., Security Capital Research & Management Incorporated and J.P. Morgan Alternative Asset Management, Inc. |
NAME (YEAR OF BIRTH), POSITIONS HELD WITH THE FUNDS (SINCE) |
PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS |
|||||
---|---|---|---|---|---|---|
George C.W.
Gatch (1962), President (2005) |
Managing
Director, J.P. Morgan Investment Management Inc.; Director and President, JPMorgan Distribution Services, Inc. and JPMorgan Funds Management, Inc.
since 2005. Mr. Gatch is CEO and President of J.P. Morgan 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. |
|||||
Robert L. Young
(1963), Senior Vice President (2005)* |
Director and Vice
President, JPMorgan Distribution Services, Inc. and JPMorgan Funds Management, Inc.; Chief Operating Officer, J.P. Morgan 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 (1960), Vice President and Chief Administrative Officer (2005) and Principal Financial Officer (2008) |
Managing
Director, JPMorgan Funds Management, Inc.; Head of Funds Administration and Board Liaison; J.P. Morgan Funds. Ms. Maleski has been with J.P. Morgan
Funds since 2001. |
|||||
Frank J. Nasta
(1964), Secretary (2009)** |
Managing Director
and Associate General Counsel, JPMorgan Chase since 2008; Previously, Director, Managing Director, General Counsel and Corporate Secretary, J.W.
Seligman & Co. Incorporated; Secretary of each of the investment companies of the Seligman Group of Funds and Seligman Data Corp.; Director and
Corporate Secretary, Seligman Advisors, Inc. and Seligman Services, Inc. |
NAME (YEAR OF BIRTH), POSITIONS HELD WITH THE FUNDS (SINCE) |
PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS | |||||
---|---|---|---|---|---|---|
Stephen M.
Ungerman (1953) Chief Compliance Officer (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. |
|||||
Paul L.
Gulinello (1950), AML Compliance Officer (2005) |
Vice President
and Anti Money Laundering Compliance Officer for JPMorgan Asset Management Americas, additionally responsible for personal trading and compliance
testing since 2004; Treasury Services Operating Risk Management and Compliance Executive supporting all JPMorgan Treasury Services business units from
July 2000 to 2004. |
|||||
Michael J.
Tansley (1964), Controller (2008) |
Vice President,
JPMorgan Funds Management, Inc. from July 2008; prior to joining JPMorgan Chase, Mr. Tansley worked for General Electric, as Global eFinance Leader in
GE Money from 2004 through 2008 and Vice President and Controller of GE Asset Management from 1998. |
|||||
Jessica K.
Ditullio (1962),** Assistant Secretary (2009)* |
Vice President
and Assistant General Counsel, JPMorgan Chase & Co. since 2005: Ms. Ditullio has served as attorney with various titles for JPMorgan Chase &
Co. (formerly Bank One Corporation) since 1990. |
|||||
Elizabeth A.
Davin (1964), Assistant Secretary (2005)* |
Vice President
and Assistant General Counsel, JPMorgan Chase & Co. since 2004; Senior Counsel, JPMorgan Chase & Co. (formerly Bank One Corporation) from 2004
to 2005; Assistant General Counsel and Associate General Counsel and Vice President, Gartmore Global Investments, Inc. 1999 to 2004. |
|||||
John T.
Fitzgerald (1975) Assistant Secretary (2008) |
Vice President
and Assistant General Counsel, JPMorgan Chase & Co. since 2005; Associate, Willkie Farr & Gallagher LLP (law firm) from 2002 to
2005. |
|||||
Gregory S.
Samuels (1980) Assistant Secretary (2010) |
Vice President
and Assistant General Counsel, JPMorgan Chase since 2010; Associate, Ropes & Gray LLP (law firm) from 2008 to 2010; Associate, Clifford Chance LLP
(law firm) from 2005 to 2008. |
|||||
Brian L. Duncan
(1965), Assistant Treasurer (2008)* |
Vice President,
JPMorgan Funds Management, Inc. since June 2007, prior to joining JPMorgan Chase, Mr. Duncan worked for Penn Treaty American Corporation as Vice
President and Controller from 2004 through 2007 and Assistant Vice President for Financial Reporting from 2003-2004. |
|||||
Laura S. Melman
(1966) Assistant Treasurer (2006) |
Vice President,
JPMorgan Funds Management, Inc. since August 2006, responsible for Taxation; Vice President of Structured Products the Bank of New York Co., Inc. from
2001 until 2006. |
NAME (YEAR OF BIRTH), POSITIONS HELD WITH THE FUNDS (SINCE) |
PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS | |||||
---|---|---|---|---|---|---|
Jeffrey D. House
(1972) Assistant Treasurer (2006)* |
Vice President,
JPMorgan Funds Management, Inc. since July 2006; formerly, Senior Manager of Financial Services at BISYS Fund Services, Inc. from 1995 until
2006. |
|||||
Francesco Tango
(1971) Assistant Treasurer (2007) |
Vice President,
JPMorgan Funds Management, Inc. since January 2003; Associate, JPMorgan Funds Management Inc. since 1999. |
|||||
Joy C. Dowd
(1972) Assistant Treasurer (2009) |
Vice
President, JPMorgan Funds Management, Inc. since December 2008; prior to joining JPMorgan Chase, Ms. Dowd worked in MetLifes investments audit
group from 2005 through 2008, and Vice President of Credit Suisse, in the audit area from 1999 through 2005. |
* |
The contact address for the officer is 1111 Polaris Parkway, Columbus, OH 43240. |
** |
Prior to April 28, 2009, Ms. Ditullio was Secretary and Mr. Nasta was Assistant Secretary. |
Fund |
Fiscal Year Ended February 2 9 , 2008 |
Fiscal Year Ended February 2 8 , 2009 |
Fiscal Year Ended February 28, 20 10 | ||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Paid | Waived | Paid | Waived | Paid | Waived | ||||||||||||||||||||||
Core Bond
Trust |
$ | 3,590 | ($4,820 | ) | $ | 2,805 | ($4,599 | ) | $3,074 | $(4,681 | ) | ||||||||||||||||
Equity Index
Trust |
236 | (871 | ) | 137 | (742 | ) | 109 | (615 | ) | ||||||||||||||||||
Intermediate
Bond Trust |
334 | (642 | ) | 188 | (710 | ) | 265 | (719 | ) |
Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts | |||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of Accounts |
Total Assets ($millions) |
Number of Accounts |
Total Assets ($millions) |
Number of Accounts |
Total Assets ($millions) |
||||||||||||||||||||||
Core Bond
Trust |
|||||||||||||||||||||||||||
Douglas
Swanson |
8 | $ | 18,458.722 | 7 | $ | 6,499.441 | 46 | $ | 8,042.412 | ||||||||||||||||||
Christopher
Nauseda |
3 | 14,220.695 | 0 | 0 | 37 | 2,652.292 |
Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts | |||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of Accounts |
Total Assets ($millions) |
Number of Accounts |
Total Assets ($millions) |
Number of Accounts |
Total Assets ($millions) | ||||||||||||||||||||||
Equity
Index Trust |
|||||||||||||||||||||||||||
Bala
Iyer |
9 | 10,126.131 | 4 | 742.224 | 11 | 870.375 | |||||||||||||||||||||
Michael
Loeffler |
8 | 9,491.902 | 2 | 604.335 | 10 | 784.957 | |||||||||||||||||||||
Intermediate Bond Trust |
|||||||||||||||||||||||||||
Douglas
Swanson |
8 | 20,896.465 | 7 | 6,499.441 | 46 | 8,042.412 | |||||||||||||||||||||
Scott
Grimshaw |
4 | 2,010.000 | 0 | 0 | 32 | 2,852.624 |
Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts | |||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of Accounts |
Total Assets ($millions) |
Number of Accounts |
Total Assets ($millions) |
Number of Accounts |
Total Assets ($millions) |
||||||||||||||||||||||
Core Bond
Trust |
|||||||||||||||||||||||||||
Douglas
Swanson |
0 | $ | 0 | 0 | $ | 0 | 4 | $ | 962.814 | ||||||||||||||||||
Christopher
Nauseda |
0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Equity
Index Trust |
|||||||||||||||||||||||||||
Bala
Iyer |
0 | 0 | 2 | 500.777 | 1 | 128.814 | |||||||||||||||||||||
Michael
Loeffler |
0 | 0 | 1 | 488.907 | 1 | 128.814 | |||||||||||||||||||||
Intermediate Bond Trust |
|||||||||||||||||||||||||||
Douglas
Swanson |
0 | 0 | 0 | 0 | 4 | 962.814 | |||||||||||||||||||||
Scott
Grimshaw |
0 | 0 | 0 | 0 | 0 | 0 |
Dollar Range of Shares in the Fund |
|||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
None | $1$10,000 | $10,001 $50,000 |
$50,001 $100,000 |
$100,001 $500,000 |
$500,001 $1,000,000 |
Over $1,000,000 |
|||||||||||||||||||||||||
Core Bond
Trust |
|||||||||||||||||||||||||||||||
Douglas
Swanson |
X |
||||||||||||||||||||||||||||||
Christopher
Nauseda |
X |
||||||||||||||||||||||||||||||
Equity
Index Trust |
|||||||||||||||||||||||||||||||
Bala
Iyer |
X |
||||||||||||||||||||||||||||||
Michael
Loeffler |
X |
Dollar Range of Shares in the Fund |
|||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
None | $1$10,000 | $10,001 $50,000 |
$50,001 $100,000 |
$100,001 $500,000 |
$500,001 $1,000,000 |
Over $1,000,000 | |||||||||||||||||||||||||
Intermediate Bond Trust |
|||||||||||||||||||||||||||||||
Douglas
Swanson |
X |
||||||||||||||||||||||||||||||
Scott
Grimshaw |
X |
Funds |
Fiscal Year Ended February 2 9 , 2008 |
Fiscal Year Ended February 2 8 , 2009 |
Fiscal Year Ended February 28, 20 10 |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Core Bond
Trust |
$ | | $ | | $ | |||||||||
Equity Index
Trust |
45 | 61 | 91 | |||||||||||
Intermediate
Bond Trust |
| ˆ | | |
ˆ |
Amount rounds to less than $1,000. |
Fund |
Name of Broker-Dealer |
Value of Securities Owned $(000s) |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Core Bond
Trust |
ABN
AMRO Inc. |
$ 3,622 | ||||||||
Bank of
America Corporation |
47,303 | |||||||||
Barclays Capital Inc. |
4,602 | |||||||||
Bear
Stearns & Co. Inc.* |
22,726 | |||||||||
Citigroup Global Markets Inc. |
70,213 | |||||||||
Credit
Suisse First Boston LLC |
12,122 | |||||||||
Deutsche Bank, AG |
999 |
Fund |
Name of Broker-Dealer |
Value of Securities Owned $(000s) | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Goldman
Sachs and Company |
17,930 | |||||||||
HSBC
Securities Inc. |
7,945 | |||||||||
Lehman
Brothers Inc. |
4,852 | |||||||||
Merrill
Lynch & Co. Inc. |
18,808 | |||||||||
UBS
Financial Services Inc. |
2,459 | |||||||||
Equity
Index Trust |
Bank of
America Corporation |
5,006 | ||||||||
Citigroup Global Markets Inc. |
2,005 | |||||||||
Goldman
Sachs and Company |
2,430 | |||||||||
JPMorgan Chase & Co. |
4,999 | |||||||||
Intermediate Bond Trust |
ABN
AMRO Inc. |
188 | ||||||||
Bank of
America Corporation |
4,403 | |||||||||
Barclays Capital Inc. |
880 | |||||||||
Bear
Stearns & Co. Inc.* |
1,460 | |||||||||
Citigroup Global Markets Inc. |
3,251 | |||||||||
Credit
Suisse First Boston LLC |
2,527 | |||||||||
Goldman
Sachs and Company |
3,377 | |||||||||
Lehman
Brothers Inc. |
249 | |||||||||
Merrill
Lynch & Co. Inc. |
1,981 | |||||||||
UBS
Financial Services Inc. |
707 |
* |
Bear Stearns Companies Inc. and its affiliates are affiliated with JPMorgan Chase & Co. These securities were purchased prior to their affiliation with the Funds. |
** |
Investment in an affiliate. This security is included in an index in which the Fund, as an index fund, invests. |
Fiscal Year Ended February 2 9 , 2008 | Fiscal Year Ended February 2 8 , 2009 | Fiscal Year Ended February 28, 20 10 | |||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Funds |
Paid | Waived | Paid | Waived | Paid | Waived | |||||||||||||||||||||
Core Bond
Trust |
$ | | ($2,803 | ) | $ | | ($2,468 | ) | $ | $(2,585 | ) | ||||||||||||||||
Equity Index
Trust |
| (443 | ) | | (352 | ) | | (290 | ) | ||||||||||||||||||
Intermediate
Bond Trust |
| (325 | ) | | (299 | ) | | (328 | ) |
U.S Equity Funds: 0.0085% of the first $12.5 billion 0.0050% on the next $7.5 billion 0.0035% on the next $10 billion 0.0025% for such assets over $30 billion |
U.S. Fixed Income Funds: 0.0090% of the first $12.5 billion 0.0050% on the next $7.5 billion 0.0035% on the next $10 billion 0.0020% for such assets over $30 billion |
(i) |
to issue and redeem Shares of the Trust; |
(ii) |
to address and mail all communications by the Trust to its Shareholders, including reports to Shareholders, dividend and distribution notices, and proxy material for its meetings of Shareholders; |
(iii) |
to respond to correspondence or inquiries by Shareholders and others relating to its duties; |
(iv) |
to maintain Shareholder accounts and certain sub-accounts; and |
(v) |
to make periodic reports to the Trusts Board of Trustees concerning the Trusts operations. |
|
JPMIM considers votes on director nominees on a case-by-case basis. Votes generally will be withheld from directors who: (a) attend less than 75% of board and committee meetings without a valid excuse; (b) implement or renew a dead-hand poison pill; (c) are affiliated directors who serve on audit, compensation or nominating committees or are affiliated directors and the full board serves on such committees or the company does not have such committees; or (d) ignore a shareholder proposal that is approved for two consecutive years by a majority of either the shares outstanding or the votes cast. |
|
JPMIM votes proposals to classify boards on a case-by-case basis, but will vote in favor of such proposal if the issuers governing documents contain each of eight enumerated safeguards (for example, a majority of the board is composed of independent directors and the nominating committee is composed solely of such directors). |
|
JPMIM also considers management poison pill proposals on a case-by-case basis, looking for shareholder-friendly provisions before voting in favor. |
|
JPMIM votes against proposals for a super-majority vote to approve a merger. |
|
JPMIM considers proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan on a case-by-case basis, taking into account the extent of dilution and whether the transaction will result in a change in control. |
|
JPMIM votes proposals on a stock option plan, based primarily on a detailed, quantitative analysis that takes into account factors such as estimated dilution to shareholders equity and dilution to voting power. JPMIM generally considers other management compensation proposals on a case-by-case basis. |
|
JPMIM also considers on a case-by-case basis proposals to change an issuers state of incorporation, mergers and acquisitions and other corporate restructuring proposals and certain social and environmental issue proposals. |
1. |
JPMorgan Core Bond Trust; |
2. |
JPMorgan Equity Index Trust; and |
3. |
JPMorgan Intermediate Bond Trust |
All
Funds |
||||||||||
Lipper,
Inc. |
Monthly |
30 days
after month end |
||||||||
JPMorgan Core Bond Trust |
||||||||||
Detroit
Symphony Orchestra |
Monthly |
30 days
after month end |
||||||||
New
England Pension Consultants |
Monthly |
30 days
after month end |
||||||||
Callan
Associates |
Quarterly |
30 days
after month end |
||||||||
Joint
Commission on Accreditation of Healthcare |
Quarterly |
30 days
after month end |
||||||||
Organizations |
||||||||||
JPMorgan Intermediate Bond Trust |
||||||||||
Brunswick
Corporation |
Monthly |
30 days
after month end |
||||||||
JPMorgan Equity Index Trust |
||||||||||
Detroit
Symphony Orchestra |
Monthly |
30 days
after month end |
||||||||
Prime,
Buchholz & Associates, Inc. |
Quarterly |
30 days
after month end |
||||||||
Sauer-Dan
Foss |
Quarterly |
30 days
after month end |
TRUST1 | NAME AND ADDRESS OF SHAREHOLDER | PERCENTAGE HELD | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
CORE BOND TRUST |
|||||||||||
INSTITUTIONAL SHARES |
STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PKWY PO BOX 710027 COLUMBUS OH 43240-2031 |
48.97 | % | ||||||||
JPMIM AS AGENT FOR* ROCKWELL ATTN CLIENT SERVICES 1111 POLARIS PKWY STE 3F COLUMBUS OH 43240-2031 |
6.23 | % |
TRUST1 | NAME AND ADDRESS OF SHAREHOLDER | PERCENTAGE HELD | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
EQUITY INDEX TRUST |
|||||||||||
INSTITUTIONAL SHARES |
STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PKWY PO BOX 710027 COLUMBUS OH 43240-2031 |
89.09 | % |
||||||||
INTERMEDIATE BOND TRUST |
|||||||||||
INSTITUTIONAL SHARES |
JPMIM AS AGENT* FBO BRUNSWICK ATTN CLIENT SERVICES 1111 POLARIS PKWY STE 3F COLUMBUS OH 43240-2031 |
31.58 | % |
||||||||
STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PKWY PO BOX 710027 COLUMBUS OH 43240-2031 |
23.78 | % |
|||||||||
JPMIM AS AGENT* FBO TEXTRON ATTN CLIENT SERVICES 1111 POLARIS PKWY STE 3F COLUMBUS OH 43240-2031 |
11.09 | % |
|||||||||
JPMIM AS AGENT* FBO UHHS ATTN CLIENT SERVICES 1111 POLARIS PKWY STE 3F COLUMBUS OH 43240-2031 |
10.03 | % | |||||||||
JPMIM AS AGENT FOR* POLYONE ATTN CLIENT SERVICES 1111 POLARIS PKWY STE 3F COLUMBUS OH 43240-2031 |
6.16 | % |
A-1 |
A
short-term obligation rated ‘A-1 is rated in the highest category by Standard & Poors. The obligors capacity to meet its
financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that
the obligors capacity to meet its financial commitment on these obligations is extremely strong. |
|||||
A-2 |
A
short-term obligation rated ‘A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions
than obligations in higher rating categories. However, the obligors capacity to meet its financial commitment on the obligation is
satisfactory. |
|||||
A-3 |
A
short-term obligation rated ‘A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. |
|||||
B |
A
short-term obligation rated ‘B is regarded as having significant speculative characteristics. Ratings of ‘B-1,
‘B-2, and ‘B-3 may be assigned to indicate finer distinctions within the ‘B category. The obligor currently has the
capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligors
inadequate capacity to meet its financial commitment on the obligation. |
|||||
B-1 |
A
short-term obligation rated ‘B-1 is regarded as having significant speculative characteristics, but the obligor has a relatively stronger
capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors. |
|||||
B-2 |
A
short-term obligation rated ‘B-2 is regarded as having significant speculative characteristics, and the obligor has an average
speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors. |
|||||
B-3 |
A
short-term obligation rated ‘B-3 is regarded as having significant speculative characteristics, and the obligor has a relatively weaker
capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors. |
|||||
C |
A
short-term obligation rated ‘C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic
conditions for the obligor to meet its financial commitment on the obligation. |
D |
A
short-term obligation rated ‘D is in payment default. The ‘D rating category is used when payments on an obligation, including
a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless Standard & Poors
believes that such payments will be made during such grace period. The ‘D rating also will be used upon the filing of a bankruptcy petition
or the taking of a similar action if payments on an obligation are jeopardized. |
F1 |
HIGHEST SHORT-TERM CREDIT QUALITY. Indicates the strongest capacity for timely payment of financial commitments; may have an added
+ to denote any exceptionally strong credit feature. |
|||||
F2 |
GOOD SHORT-TERM CREDIT QUALITY. Good intrinsic capacity for timely payment of financial obligations. |
|||||
F3 |
FAIR SHORT-TERM CREDIT QUALITY. The intrinsic capacity for timely payment of financial commitments is adequate. |
|||||
B |
SPECULATIVE SHORT-TERM CREDIT QUALITY. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near
term adverse changes in financial and economic conditions. |
|||||
C |
HIGH SHORT-TERM DEFAULT RISK. Default is a real possibility. |
|||||
RD |
RESTRICTED DEFAULT. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other
obligations. Applicable to entity ratings only. |
|||||
D |
Indicates a broad-based default event for an entity, or the default of a specific short-term obligation. |
P-1 |
Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations. |
|||||
P-2 |
Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations. |
|||||
P-3 |
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations. |
|||||
NP |
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories. |
R-1
(high) |
Short-term debt rated R-1 (high) is of the highest credit quality, and indicates an entity possessing unquestioned ability to repay current
liabilities as they fall due. Entities rated in this category normally maintain strong liquidity positions, conservative debt levels, and profitability
that is both stable and above average. Companies achieving an R-1 (high) rating are normally leaders in structurally sound industry segments with
proven track records, sustainable positive future results, and no substantial qualifying negative factors. Given the extremely tough definition DBRS
has established for an R-1 (high), few entities are strong enough to achieve this rating. |
|||||
R-1
(middle) |
Short-term debt rated R-1 (middle) is of superior credit quality and, in most cases, ratings in this category differ from R-1 (high)
credits by only a small degree. Given the extremely tough definition DBRS has established for the R-1 (high) category, entities rated R-1 (middle) are
also considered strong credits, and typically exemplify above average strength in key areas of consideration for the timely repayment of short-term
liabilities. |
|||||
R-1
(low) |
Short term debt rated R-1 (low) is of satisfactory credit quality. The overall strength and outlook for key liquidity, debt and
profitability ratios is not normally as favorable as with higher rating categories, but these considerations are still respectable. Any qualifying
negative factors which exist are considered manageable, and the entity is normally of sufficient size to have some influence in its
industry. |
|||||
R-2
(high) |
Short-term debt rated R-2 (high) is considered to be at the upper end of adequate credit quality. The ability to repay obligations as they
mature remains acceptable, although the overall strength and outlook for key liquidity, debt and profitability ratios is not as strong as credits rated
in the R-1 (low) category. Relative to the latter category, other shortcomings often include areas such as stability, financial flexibility, and the
relative size and market position of the entity within its industry. |
|||||
R-2
(middle) |
Short-term debt rated R-2 (middle) is considered to be of adequate credit quality. Relative to the R-2 (high) category, entities rated R-2
(middle) typically have some combination of higher volatility, weaker debt or liquidity positions, lower future cash flow capabilities, or are
negatively impacted by a weaker industry. Ratings in this category would be more vulnerable to adverse changes in financial and economic
conditions. |
|||||
R-2
(low) |
Short-term debt rated R-2 (low) is considered to be at the lower end of adequate credit quality, typically having some combination of
challenges that are not acceptable for an R-2 (middle) credit. However, R-2 (low) ratings still display a level of credit strength that allows for a
higher rating than the R-3 category, with this distinction often reflecting the issuers liquidity profile. |
R-3 |
Short-term debt rated R-3 is considered to be at the lowest end of adequate credit quality, one step up from being speculative. While not
yet defined as speculative, the R-3 category signifies that although repayment is still expected, the certainty of repayment could be impacted by a
variety of possible adverse developments, many of which would be outside of the issuers control. Entities in this area often have limited access
to capital markets and may also have limitations in securing alternative sources of liquidity, particularly during periods of weak economic
conditions. |
|||||
R-4 |
Short-term debt rated R-4 is speculative. R-4 credits tend to have weak liquidity and debt ratios, and the future trend of these ratios is
also unclear. Due to its speculative nature, companies with R-4 ratings would normally have very limited access to alternative sources of liquidity.
Earnings and cash flow would typically be very unstable, and the level of overall profitability of the entity is also likely to be low. The industry
environment may be weak, and strong negative qualifying factors are also likely to be present. |
|||||
R-5 |
Short-term debt rated R-5 is highly speculative. There is a reasonably high level of uncertainty as to the ability of the entity to repay
the obligations on a continuing basis in the future, especially in periods of economic recession or industry adversity. In some cases, short term debt
rated R-5 may have challenges that if not corrected, could lead to default. |
|||||
D |
A
security rated D implies the issuer has either not met a scheduled payment or the issuer has made it clear that it will be missing such a payment in
the near future. In some cases, DBRS may not assign a D rating under a bankruptcy announcement scenario, as allowances for grace periods may exist in
the underlying legal documentation. Once assigned, the D rating will continue as long as the missed payment continues to be in arrears, and until such
time as the rating is discontinued or reinstated by DBRS. |
A |
Banks rated A possess superior intrinsic financial strength. Typically, they will be institutions with highly valuable and defensible
business franchises, strong financial fundamentals, and a very predictable and stable operating environment. |
|||||
B |
Banks rated B possess strong intrinsic financial strength. Typically, they will be institutions with valuable and defensible business
franchises, good financial fundamentals, and a predictable and stable operating environment. |
|||||
C |
Banks rated C possess adequate intrinsic financial strength. Typically, they will be institutions with more limited but still valuable
business franchises. These banks will display either acceptable financial fundamentals within a predictable and stable operating environment, or good
financial fundamentals within a less predictable and stable operating environment. |
D |
Banks rated D display modest intrinsic financial strength, potentially requiring some outside support at times. Such institutions may be
limited by one or more of the following factors: a weak business franchise; financial fundamentals that are deficient in one or more respects; or an
unpredictable and unstable operating environment. |
|||||
E |
Banks rated E display very modest intrinsic financial strength, with a higher likelihood of periodic outside support or an eventual need
for outside assistance. Such institutions may be limited by one or more of the following factors: a weak and limited business franchise; financial
fundamentals that are materially deficient in one or more respects; or a highly unpredictable or unstable operating environment. |
|
Likelihood of payment capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; |
|
Nature of and provisions of the obligation; |
|
Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors rights. |
AAA |
An obligation rated ‘AAA has the highest rating assigned by S&P. The obligors capacity to meet its financial
commitment on the obligation is extremely strong. |
|||||
AA |
An obligation rated ‘AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet
its financial commitment on the obligation is very strong. |
|||||
A |
An obligation rated ‘A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions
than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitment on the obligation is still
strong. |
BBB |
An obligation rated ‘BBB exhibits adequate protection parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. |
BB |
An obligation rated ‘BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its
financial commitment on the obligation. |
|||||
B |
An obligation rated ‘B is more vulnerable to nonpayment than obligations rated ‘BB, but the obligor currently has
the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the
obligors capacity or willingness to meet its financial commitment on the obligation. |
|||||
CCC |
An obligation rated ‘CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and
economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic
conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation. |
|||||
CC |
An obligation rated ‘CC is currently highly vulnerable to nonpayment. |
|||||
C |
A
‘C rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed
by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a
payment default. Among others, the ‘C rating may be assigned to subordinated debt, preferred stock or other obligations on which cash
payments have been suspended in accordance with the instruments terms or when preferred stock is the subject of a distressed exchange offer,
whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than
par. |
|||||
D |
An obligation rated ‘D is in payment default. The ‘D rating category is used when payments on an obligation,
including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless Standard &
Poors believes that such payments will be made during such grace period. The ‘D rating also will be used upon the filing of a
bankruptcy petition or the taking of similar action if payments on an obligation are jeopardized. An obligations rating is lowered to
‘D upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced
by other instruments having a total value that is less than par. |
NR |
This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard &
Poors does not rate a particular obligation as a matter of policy. |
|
Preliminary ratings may be assigned to obligations, most commonly structured and project finance issues, pending receipt of final documentation and legal opinions. Assignment of a final rating is conditional on the receipt and approval by Standard & Poors of appropriate documentation. Changes in the information provided to Standard & Poors could result in the assignment of a different rating. In addition, Standard & Poors reserves the right not to issue a final rating. |
|
Preliminary ratings are assigned to Rule 415 Shelf Registrations. As specific issues, with defined terms, are offered from the master registration, a final rating may be assigned to them in accordance with Standard & Poors policies. The final rating may differ from the preliminary rating. |
|
Preliminary ratings may be assigned to obligations that will likely be issued upon reorganization or emergence from bankruptcy, based on late-stage reorganization plans, documentation and discussions with the obligor. These ratings consider the anticipated general credit quality of the |
reorganized or post bankruptcy issuer as well as attributes of the anticipated obligation(s). The final rating may differ from the preliminary rating as a result of changes in the reorganization plan or other developments. Standard & Poors reserves the right not to issue a final rating. |
Aaa |
Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk. |
|||||
Aa |
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. |
|||||
A |
Obligations rated A are considered upper-medium grade and are subject to low credit risk. |
Baa |
Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative
characteristics. |
Ba |
Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk. |
|||||
B |
Obligations rated B are considered speculative and are subject to high credit risk. |
|||||
Caa |
Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk. |
|||||
Ca |
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and
interest. |
|||||
C |
Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or
interest. |
AAA |
HIGHEST CREDIT QUALITY. ‘AAA ratings denote the lowest expectation of credit risk. They are assigned only in case of
exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable
events. |
|||||
AA |
VERY HIGH CREDIT QUALITY. ‘AA ratings denote expectations of very low credit risk. They indicate very strong capacity for
payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. |
|||||
A |
HIGH CREDIT QUALITY. ‘A ratings denote expectations of low credit risk. The capacity for payment of financial commitments is
considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for
higher ratings. |
|||||
BBB |
GOOD CREDIT QUALITY. ‘BBB ratings indicate that expectations of credit risk are currently low. The capacity for timely payment
of financial commitments is considered adequate but adverse changes in circumstances and in economic conditions are more likely to impair this
capacity. This is the lowest investment-grade category. |
BB |
SPECULATIVE. ‘BB ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse economic
change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this
category are not investment grade. |
|||||||||
B |
HIGHLY SPECULATIVE. ‘B ratings indicate that material credit risk is present. |
|||||||||
CCC |
SUBSTANTIAL CREDIT RISK. ‘CCC ratings indicate that substantial credit risk is present. |
|||||||||
CC |
VERY HIGH LEVELS OF CREDIT RISK. ‘CC ratings indicate very high levels of credit risk. |
|||||||||
C |
EXCEPTIONALLY HIGH LEVELS OF CREDIT RISK. ‘C indicates exceptionally high levels of credit risk. |
AAA |
Long-term debt rated AAA is of the highest credit quality, with exceptionally strong protection for the timely repayment of principal and
interest. Earnings are considered stable, the structure of the industry in which the entity operates is strong, and the outlook for future
profitability is favourable. There are few qualifying factors present that would detract from the performance of the entity. The strength of liquidity
and coverage ratios is unquestioned and the entity has established a credible track record of superior performance. Given the extremely high standard
that DBRS has set for this category, few entities are able to achieve a AAA rating. |
AA |
Long-term debt rated AA is of superior credit quality, and protection of interest and principal is considered high. In many cases they
differ from long-term debt rated AAA only to a small degree. Given the extremely restrictive definition DBRS has for the AAA category, entities rated
AA are also considered to be strong credits, typically exemplifying above-average strength in key areas of consideration and unlikely to be
significantly affected by reasonably foreseeable events. |
|||||
A |
Long-term debt rated A is of satisfactory credit quality. Protection of interest and principal is still substantial, but the
degree of strength is less than that of AA rated entities. While A is a respectable rating, entities in this category are considered to be
more susceptible to adverse economic conditions and have greater cyclical tendencies than higher-rated securities. |
|||||
BBB |
Long-term debt rated BBB is of adequate credit quality. Protection of interest and principal is considered acceptable, but the entity is
fairly susceptible to adverse changes in financial and economic conditions, or there may be other adverse conditions present which reduce the strength
of the entity and its rated securities. |
|||||
BB |
Long-term debt rated BB is defined to be speculative and non-investment grade, where the degree of protection afforded interest and
principal is uncertain, particularly during periods of economic recession. Entities in the BB range typically have limited access to capital markets
and additional liquidity support. In many cases, deficiencies in critical mass, diversification, and competitive strength are additional negative
considerations. |
|||||
B |
Long-term debt rated B is considered highly speculative and there is a reasonably high level of uncertainty as to the ability of the entity
to pay interest and principal on a continuing basis in the future, especially in periods of economic recession or industry
adversity. |
|||||
CCC/ CC/C |
Long-term debt rated in any of these categories is very highly speculative and is in danger of default of interest and principal. The
degree of adverse elements present is more severe than long-term debt rated B. Long-term debt rated below B often have features which, if not remedied,
may lead to default. In practice, there is little difference between these three categories, with CC and C normally used for lower ranking debt of
companies for which the senior debt is rated in the CCC to B range. |
|||||
D |
A
security rated D implies the issuer has not met a scheduled payment of interest or principal, the issuer has made it clear that it will miss such a
payment in the near future, or in certain cases, that there has been a distressed exchange. In some cases, DBRS may not assign a D rating under a
bankruptcy announcement scenario, as allowances for grace periods may exist in the underlying legal documentation. Once assigned, the D rating will
continue as long as the missed payment continues to be in arrears, and until such time as the rating is discontinued or reinstated by DBRS. Where this
scale is used for preferred securities, the non payment of a dividend will only be considered as a D if the missed payment constitutes default per the
legal documents. |
Aaa |
Insurance companies rated in this category offer exceptional financial security. While the credit profile of these companies is likely to
change, such changes as can be visualized are most unlikely to impair their fundamentally strong position. |
|||||
Aa |
Insurance companies rated Aa offer excellent financial security. Together with the Aaa group, they constitute what are generally known as
high-grade companies. They are rated lower than Aaa companies because long-term risks appear somewhat larger. |
|||||
A |
Insurance companies rated A offer good financial security. However, elements may be present which suggest a susceptibility to impairment
sometime in the future. |
|||||
Baa |
Insurance companies rated Baa offer adequate financial security. However, certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. |
|||||
Ba |
Insurance companies rated Ba offer questionable financial security. Often the ability of these companies to meet policyholder obligations
may be very moderate and thereby not well safeguarded in the future. |
|||||
B |
Insurance companies rated B offer poor financial security. Assurance of punctual payment of policyholder obligations over any long period
of time is small. |
|||||
Caa |
Insurance companies rated Caa offer very poor financial security. They may be in default on their policyholder obligations or there may be
present elements of danger with respect to punctual payment of policyholder obligations and claims. |
|||||
Ca |
Insurance companies rated Ca offer extremely poor financial security. Such companies are often in default on their policyholder obligations
or have other marked shortcomings. |
|||||
C |
Insurance companies rated C are the lowest-rated class of insurance company and can be regarded as having extremely poor prospects of ever
offering financial security. |
P-1 |
Insurers (or supporting institutions) rated Prime-1 have a superior ability for repayment of senior short-term policyholder claims and
obligations. |
|||||
P-2 |
Insurers (or supporting institutions) rated Prime-2 have a strong ability for repayment of senior short-term policyholder claims and
obligations. |
|||||
P-3 |
Insurers (or supporting institutions) rated Prime-3 have an acceptable ability for repayment of senior short-term policyholder claims and
obligations. |
|||||
NP |
Insurers (or supporting institutions) rated Not Prime (NP) do not fall within any of the Prime rating categories. |
AAA |
An insurer rated ‘AAA has extremely strong financial security characteristics. ‘AAA is the highest insurer
financial strength rating assigned by S&P. |
|||||
AA |
An insurer rated ‘AA has very strong financial security characteristics, differing only slightly from those rated
higher. |
|||||
A |
An insurer rated ‘A has strong financial security characteristics, but is somewhat more likely to be affected by adverse
business conditions than are insurers with higher ratings. |
|||||
BBB |
An insurer rated ‘BBB has good financial security characteristics, but is more likely to be affected by adverse business
conditions than are higher-rated insurers. |
BB |
An insurer rated ‘BB has marginal financial security characteristics. Positive attributes exist, but adverse business
conditions could lead to insufficient ability to meet financial commitments. |
|||||
B |
An insurer rated ‘B has weak financial security characteristics. Adverse business conditions will likely impair its ability to
meet financial commitments. |
|||||
CCC |
An insurer rated ‘CCC has very weak financial security characteristics, and is dependent on favorable business conditions to
meet financial commitments. |
|||||
CC |
An insurer rated ‘CC has extremely weak financial security characteristics and is likely not to meet some of its financial
commitments. |
|||||
R |
An insurer rated ‘R is under regulatory supervision owing to its financial condition. During the pendency of the regulatory
supervision, the regulators may have the power to favor one class of obligations over others or pay some obligations and not others. The rating does
not apply to insurers subject only to nonfinancial actions such as market conduct violations. |
|||||
NR |
An insurer designated ‘NR is not rated, which implies no opinion about the insurers financial
security. |
Obligations for which a payment interruption has occurred due to either the insolvency or failure of the insurer or some form of regulatory intervention will generally be rated between ‘B and ‘C on the Long-Term IFS Rating scales (both International and National). International Short-Term IFS Ratings assigned under the same circumstances will align with the insurers International Long-Term IFS Rating. Long-Term International IFS Ratings |
AAA |
EXCEPTIONALLY STRONG. ‘AAA IFS Ratings denote the lowest expectation of ceased or interrupted payments. They are assigned only
in the case of exceptionally strong capacity to meet policyholder and contract obligations. This capacity is highly unlikely to be adversely affected
by foreseeable events. |
AA |
VERY STRONG. ‘AA IFS Ratings denote a very low expectation of ceased or interrupted payments. They indicate very strong
capacity to meet policyholder and contract obligations. This capacity is not significantly vulnerable to foreseeable events. |
|||||
A |
STRONG. ‘A IFS Ratings denote a low expectation of ceased or interrupted payments. They indicate strong capacity to meet
policyholder and contract obligations. This capacity may, nonetheless, be more vulnerable to changes in circumstances or in economic conditions than is
the case for higher ratings. |
|||||
BBB |
GOOD. ‘BBB IFS Ratings indicate that there is currently a low expectation of ceased or interrupted payments. The capacity to
meet policyholder and contract obligations on a timely basis is considered adequate, but adverse changes in circumstances and economic conditions are
more likely to impact this capacity. |
|||||
BB |
MODERATELY WEAK. ‘BB IFS Ratings indicate that there is an elevated vulnerability to ceased or interrupted payments,
particularly as the result of adverse economic or market changes over time. However, business or financial alternatives may be available to allow for
policyholder and contract obligations to be met in a timely manner. |
|||||
B |
WEAK. ‘B IFS Ratings indicate two possible conditions. If obligations are still being met on a timely basis, there is
significant risk that ceased or interrupted payments could occur in the future, but a limited margin of safety remains. Capacity for continued timely
payments is contingent upon a sustained, favorable business and economic environment, and favorable market conditions. Alternatively, a ‘B
IFS Rating is assigned to obligations that have experienced ceased or interrupted payments, but with the potential for extremely high recoveries. Such
obligations would possess a recovery assessment of ‘RR1 (Outstanding). |
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CCC, |
VERY WEAK. ‘CCC IFS Ratings indicate two possible conditions. If obligations are still being met on a timely basis, there is a
real possibility that ceased or interrupted payments could occur in the future. Capacity for continued timely payments is solely reliant upon a
sustained, favorable business and economic environment, and favorable market conditions. Alternatively, a ‘CCC IFS Rating is assigned to
obligations that have experienced ceased or interrupted payments, and with the potential for average to superior recoveries. Such obligations would
possess a recovery assessment of ‘RR2 (Superior), ‘RR3 (Good), and ‘RR4 (Average). |
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CC |
EXTREMELY WEAK. ‘CC IFS Ratings indicate two possible conditions. If obligations are still being met on a timely basis, it is
probable that ceased or interrupted payments will occur in the future. Alternatively, a ‘CC IFS Rating is assigned to obligations that have
experienced ceased or interrupted payments, with the potential for average to below-average recoveries. Such obligations would possess a recovery
assessment of ‘RR4 (Average) or ‘RR5 (Below Average). |
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C |
DISTRESSED. ‘C IFS Ratings indicate two possible conditions. If obligations are still being met on a timely basis, ceased or
interrupted payments are imminent. Alternatively, a ‘C IFS Rating is assigned to obligations that have experienced ceased or interrupted
payments, and with the potential for below average to poor recoveries. Such obligations would possess a recovery assessment of ‘RR5 (Below
Average) or ‘RR6 (Poor). |
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+ or
- |
may be appended to a rating to indicate the relative position of a credit within the rating category. Such suffixes are not added to
ratings in the ‘AAA category or to ratings below the ‘B category. |
F1 |
Insurers are viewed as having a strong capacity to meet their near-term obligations. When an insurer rated in this rating category is
designated with a (+) sign, it is viewed as having a very strong capacity to meet near-term obligations. |
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F2 |
Insurers are viewed as having a moderately strong capacity to meet their near-term obligations. |
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F3 |
Insurers are viewed as having an adequate capacity to meet their near-term obligations. |
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B |
Insurers are viewed as having a weak capacity to meet their near-term obligations. |
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C |
Insurers are viewed as having a very weak capacity to meet their near-term obligations. |
MIG
1 |
This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity
support or demonstrated broad-based access to the market for refinancing. |
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MIG
2 |
This designation denotes strong credit quality. Margins of protection are ample although not so large as in the preceding
group. |
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MIG
3 |
This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is
likely to be less well-established. |
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SG |
This designation denotes speculative-quality credit quality. Debt instruments in this category may lack sufficient margins of
protection. |
VMIG
1 |
This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the
liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. |
|||||
VMIG
2 |
This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity
provider and structural and legal protections that ensure the timely payment of purchase price upon demand. |
|||||
VMIG
3 |
This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the
liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. |
|||||
SG |
This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider
that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of
purchase price upon demand. |
|
Amortization schedule the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and |
|
Source of payment the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note. |
SP-1 |
Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus
(+) designation. |
|||||
SP-2 |
Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the
notes. |
SP-3 |
Speculative capacity to pay principal and interest. |
Pfd-1 |
Preferred shares rated Pfd-1 are of superior credit quality, and are supported by entities with strong earnings and balance sheet
characteristics. Pfd-1 securities generally correspond with companies whose senior bonds are rated in the AAA or AA categories. As is the case with all
rating categories, the relationship between senior debt ratings and preferred share ratings should be understood as one where the senior debt rating
effectively sets a ceiling for the preferred shares issued by the entity. However, there are cases where the preferred share rating could be lower than
the normal relationship with the issuers senior debt rating. |
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Pfd-2 |
Preferred shares rated Pfd-2 are of satisfactory credit quality. Protection of dividends and principal is still substantial, but earnings,
the balance sheet, and coverage ratios are not as strong as Pfd-1 rated companies. Generally, Pfd-2 ratings correspond with companies whose senior
bonds are rated in the A category. |
|||||
Pfd-3 |
Preferred shares rated Pfd-3 are of adequate credit quality. While protection of dividends and principal is still considered acceptable,
the issuing entity is more susceptible to adverse changes in financial and economic conditions, and there may be other adverse conditions present which
detract from debt protection. Pfd-3 ratings generally correspond with companies whose senior bonds are rated in the higher end of the BBB
category. |
|||||
Pfd-4 |
Preferred shares rated Pfd-4 are speculative, where the degree of protection afforded to dividends and principal is uncertain, particularly
during periods of economic adversity. Companies with preferred shares rated Pfd-4 generally coincide with entities that have senior bond ratings
ranging from the lower end of the BBB category through the BB category. |
|||||
Pfd-5 |
Preferred shares rated Pfd-5 are highly speculative and the ability of the entity to maintain timely dividend and principal payments in the
future is highly uncertain. Entities with a Pfd-5 rating generally have senior bond ratings of B or lower. Preferred shares rated Pfd-5 often have
characteristics that, if not remedied, may lead to default. |
|||||
D |
A
security rated D implies the dividend or principal payment is in default per the legal documents, the issuer has made it clear that this will be the
case in the near future or in certain cases, that there has been a distressed exchange. As such, the non payment of a dividend does not necessarily
give rise to the assignment of a D rating. In some cases, DBRS may not assign a D rating under a bankruptcy announcement scenario, as allowances for
grace periods may exist in the underlying legal documentation. Once assigned, the D rating will continue until such time as the rating is discontinued
or reinstated by DBRS. |
PART C: OTHER INFORMATION
Item 23. Exhibits
Exhibits filed pursuant to Form N-1A:
(a) (1) Certificate of Trust is incorporated by reference to Registrants Initial Registration Statement on Form N-1A, SEC File No. 811-21638.
(a) (2) Declaration of Trust is incorporated by reference to Registrants Initial Registration Statement on Form N-1A, SEC File No. 811-21638.
(a) (3) Schedule A to the Declaration of Trust. Incorporated herein by reference to Amendment No. 12 to Registrants Registration Statement filed on June 26, 2009.
(b) (1) By-Laws of JPMorgan Institutional Trust, as amended and restated June 20, 2007, is incorporated by reference to Amendment No. 8 to Registrants Registration Statement filed on January 18, 2008.
(b) (2) Amendment to By-Laws of JPMorgan Institutional Trust effective May 20, 2010. Filed herewith.
(c) None.
(d) (1) Investment Advisory Agreement between the Registrant and J.P. Morgan Investment Management Inc. is incorporated by reference to Amendment No. 4 to Registrants Registration Statement filed on October 28, 2005.
(d) (2) Schedule A to the Investment Advisory Agreement (amended as of June 26, 2009). Incorporated herein by reference to Amendment No. 13 to Registrant’s Registration Statement filed on October 2, 2009.
(e) Not applicable.
(f) Deferred Compensation Plan for Eligible Trustees of the Trust, as Amended and Restated January 1, 2008 and August 19, 2009. Incorporated herein by reference to Amendment 15 to Registrants Registration Statement filed on March 10, 2010.
(g) (1) Global Custody and Fund Accounting Agreement with JPMorgan Chase Bank is incorporated by reference to Amendment No. 4 to Registrants Registration Statement filed on October 28, 2005.
(g) (l) (a) Amendment to Global Custody and Fund Accounting Agreement, including Schedules C and D, dated September 1, 2007, is incorporated by reference to Amendment No. 8 to Registrants Registration Statement filed on January 18, 2008.
(g) (1) (b) Amendment to Global Custody and Fund Accounting Agreement, including Schedules A and C, dated April 21, 2008. Incorporated herein by reference to Amendment No. 10 to the Registrants Registration Statement filed on June 27, 2008.
(g) (1) (c) Form of Amended Schedule A to the Global Custody & Fund Accounting Agreement (amended as of June 10, 2010). Filed herewith.
(g) (1) (d) Form of Amendment to Global Custody and Fund Accounting, including Schedules B & C, dated September 1, 2009. Incorporated herein by reference to Amendment No. 14 to the Registrant’s Registration Statement filed on November 10, 2009.
(g) (1) (e) Amendment to Global Custody and Fund Accounting Agreement relating to Restated Markets. Incorporated herein by reference to Amendment 15 to Registrants Registration Statement filed on March 10, 2010.
(g)(1)(f) Addendum to Global Custody and Fund Accounting Agreement dated June 4, 2009. Filed herewith.
(g)(1)(g) Amended to Global Custody and Fund Accounting Agreement, including Schedules C and E, dated June 1, 2009. Filed herewith.
(h) (1) Transfer Agency Agreement between the Trust and Boston Financial Data Services, Inc. (BFDS) dated September 1, 2009. Incorporated herein by reference to Amendment No. 14 to the Registrant’s Registration Statement filed on November 10, 2009.
(h) (1) (a) Form of Amended Appendix A to the Transfer Agency Agreement, dated June 10, 2010. Filed herewith.
(h) (2) (a) Form of Administration Agreement between the Registrant and JPMorgan Funds Management, Inc. (formerly known as One Group Administrative Services, Inc.) is incorporated by reference to Amendment No. 4 to Registrants Registration Statement filed on October 28, 2005.
(h) (2) (b) Schedule A to the Administration Agreement (amended as of June 26, 2009). Incorporated herein by reference to Amendment No. 13 to Registrant’s Registration Statement filed on October 2, 2009.
(h) (3) Placement Agency Agreement between the Registrant and J.P. Morgan Institutional Investments Inc. is incorporated by reference to Amendment No. 4 to Registrants Registration Statement filed on October 28, 2005.
(h) (4) Placement Agency Agreement between the Registrant and J.P. Morgan Institutional Investments Inc., dated May 25, 2005, is incorporated by reference to Amendment No. 8 to Registrants Registration Statement filed on June 26, 2006.
(h) (5) Securities Lending Agreement, Amended and Restated as of February 9, 2010, between Registrant and JPMorgan Chase Bank, N.A. Incorporated herein by reference to Amendment 15 to Registrants Registration Statement filed on March 10, 2010.
(i) Not applicable.
(j) Not applicable.
(k) Not applicable.
(l) Not applicable.
(h) (6) Form of Fee Waiver Agreement, dated July 1, 2010. Filed herewith.
(m) Not applicable. (n) Not applicable. (o) Reserved. (p) Codes of Ethics. (1) Code of Ethics of Trust (as updated April 28, 2009).
Incorporated herein by reference to Amendment 15 to Registrants Registration Statement filed on March 10, 2010.
(2) Code of Ethics of Adviser. (Effective February 1, 2005, Revised February 1, 2010). Filed herewith.
(99) (a) Powers of Attorney for the Trustees. Filed herewith. (99) (b) Power of Attorney for George C.W. Gatch. Incorporated herein by reference to Amendment No. 10 to the Registrants Registration Statement filed on June 27, 2008. (99) (c)
Power of Attorney for Patricia A. Maleski. Filed herewith. Item 24. Persons Controlled by or Under Common Control with the Registrant The Registrant is not directly or indirectly controlled by or under common control with any
person other than the Trustees. It does not have any subsidiaries. Item 25. Indemnification Article VII,
Section 3 of the Trusts Declaration of Trust provides that, subject
to the exceptions and limitations contained in the Trusts By-Laws:
(a) every person who is, has been, or becomes a Trustee or officer of the
Trust (hereinafter referred to as a Covered Person) shall be
indemnified by the Trust to the fullest extent permitted by law against
liability and against all expenses reasonably incurred or paid by him in
connection with any proceeding in which he becomes involved as a party or
otherwise by virtue of his being or having been a Trustee or officer of the
Trust and against amounts paid or incurred by him in the settlement thereof; and
(ii) expenses in connection with the defense of any proceeding of the
character described in clause (i) above shall be advanced by the Trust to
the Covered Person from time to time prior to final disposition of such
proceeding to the fullest extent permitted by law. Article VII, Section 2 of the Trusts By-Laws provides that
subject to the exceptions and limitations contained in Article VII,
Section 4 of the By-Laws the Trust shall indemnify its Covered Persons to
the fullest extent consistent with state law and the Investment Company Act of
1940, as amended (1940 Act). Without limitation of the foregoing,
the Trust shall indemnify each person who was or is a party or is threatened to
be made a party to any proceedings, by reason of alleged acts or omissions
within the scope of his or her service as a Trustee or officer of the Trust,
against judgments, fines, penalties, settlements and reasonable expenses
(including attorneys fees) actually incurred by him or her in connection
with such proceeding to the maximum extent consistent with state law and the
1940 Act. Subject to the exceptions and limitations contained in Section 4
of Article VII of the By-Laws, the Trust may, to the fullest extent consistent
with law, indemnify each person who is serving or has served at the request of
the Trust as a director, officer, partner, trustee, employee, agent or fiduciary
of another domestic or foreign corporation, partnership, joint venture, trust,
other enterprise or employee benefit plan (Other Position) and who
was or is a party or is threatened to be made a party to any proceeding by
reason of alleged acts or omissions while acting within the scope of his or her
service in such Other Position, against judgments, fines, settlements and
reasonable expenses (including attorneys fees) actually incurred by him or
her in connection with such proceeding to the maximum extent consistent with
state law and the 1940 Act. The indemnification and other rights provided by
Article VII of the By-Laws shall continue as to a person who has ceased to be a
Trustee or officer of the Trust.
Article VII, Section 4 of the Trusts By-Laws provides that:
(a) the Trust shall not indemnify a Covered Person or agent who shall have
been adjudicated by a court or body before which the proceeding was brought
(i) to be liable to the Trust or its Shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office (collectively, disabling
conduct) or (ii) not to have acted in good faith in the reasonable
belief that his action was in or not opposed to the best interest of the Trust;
and (b) the Trust shall not indemnify a Covered Person or agent unless the
court or other body before which the proceeding was brought determines that such
Trustee, officer or agent did not engage in disabling conduct or, with respect
to any proceeding disposed of (whether by settlement, pursuant to a consent
decree or otherwise) without an adjudication by the court or other body before
which the proceeding was brought, there has been a dismissal of the proceeding
by the court or other body before which it was brought for insufficiency of
evidence of any disabling conduct with which such a Covered Person or agent has
been charged and a determination that such Trustee, officer or agent did not
engage in disabling conduct by at least a majority of those Trustees who are
neither interested persons of the Trust (as that term is defined in
Section 2(a)(19) of the 1940 Act) nor parties to the proceeding based upon
a review of readily available facts (as opposed to a full trial-type inquiry).
Item 26. Business
and Other Connections of the Investment Adviser See Management of the
Trust in Part B. Information as to the directors and officers of the Adviser is included in its Form ADV filed with the SEC and is incorporated herein by reference. Item 27. Principal Underwriter Not applicable. Item 28. Location of Accounts and Records All accounts, books, records and documents required pursuant to
Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated
thereunder are maintained in the physical possession of:
JPMorgan Funds Management, Inc. (named One Group Administrative Services, Inc. through February 15, 2005), the Registrants administrator, at 1111
Polaris Parkway, Columbus, Ohio 43240 and 245 Park Avenue, New York, New York 10167; JPMorgan Chase Bank, the
Registrants custodian at 270 Park Avenue, New York, NY 10017;
J.P. Morgan Investment Management Inc., the Registrants investment
adviser, at 245 Park Avenue, New York, NY 10167; Boston Financial Data
Services, Inc., the Registrants transfer agent, at 2 Heritage Drive, North
Quincy, Massachusetts 02171. Item 29. Management Services None. Item 30. Undertakings Not applicable.
SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this amendment to its
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus on the 28th day of June, 2010.
/s/ George C. W. Gatch* This amendment to the Registration Statement of the Registrant
has been signed below by the following persons in the capacities indicated on June 28, 2010. Fergus Reid, III* Marilyn McCoy* Fergus Reid, III Marilyn McCoy William J. Armstrong* William G. Morton* William J. Armstrong William G. Morton John F. Finn* Robert A. Oden, Jr.* John F. Finn Robert A. Oden, Jr. Matthew Goldstein* Frederick W. Ruebeck* Matthew Goldstein Frederick W. Ruebeck. Robert J. Higgins* James J. Schonbachler* Robert J. Higgins James J. Schonbachler Frankie D. Hughes* Leonard M. Spalding, Jr* Frankie D. Hughes Leonard M. Spalding, Jr. Peter C. Marshall* By George C. W. Gatch* Peter C. Marshall George C. W. Gatch By Patricia A. Maleski* Patricia A. Maleski *By /s/ Jessica K. Ditullio Jessica K. Ditullio Exhibit Index Amendment to the By-Laws of JPMorgan
Institutional Trust as adopted by the Board of Trustees on May 20, 2010 Approved: That Section 4 of Article IV of the By-Laws of JPMorgan
Institutional Trust be deleted and the following be inserted in its place: Section 4.
Retirement of Trustees. A Trustee shall retire as Trustee at the end of the calendar
year in which the Trustee attains the age of 75 years, except that Fergus Reid and Leonard Spalding shall continue to serve until December 31, 2012. Schedule A List of Entities Covered by the Global Custody and Fund Accounting Agreement Amended as of June 10, 2010 JPMorgan Institutional Trust JPMorgan Intermediate Bond Trust JPMorgan Core Bond Trust JPMorgan Equity Index Trust J.P. Morgan Fleming Mutual Fund Group, Inc JPMorgan Mid Cap Value Fund J.P. Morgan Mutual Fund Group JPMorgan Short Term Bond Fund II J.P. Morgan Mutual Fund Investment Trust JPMorgan Growth Advantage Fund JPMorgan Insurance Trust JPMorgan Insurance Trust Core Bond 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 Mid Cap Growth Portfolio JPMorgan Insurance Trust Mid Cap Value Portfolio JPMorgan Insurance Trust Small Cap Core Portfolio JPMorgan Insurance Trust U.S. Equity Portfolio JPMorgan Trust I Highbridge Dynamic Commodities Strategy Fund Highbridge Statistical Market Neutral Fund JPMorgan 100% U.S. Treasury Securities Money Market Fund JPMorgan Access Balanced Fund JPMorgan Access Growth Fund JPMorgan Alternative Strategies Fund JPMorgan Asia Equity Fund JPMorgan California Municipal Money Market Fund JPMorgan California Tax Free Bond Fund JPMorgan China Region Fund JPMorgan Current Yield Money Market Fund (effective upon the effectiveness of the Funds registration statement) JPMorgan Disciplined Equity Fund JPMorgan Diversified Fund JPMorgan Dynamic Growth Fund JPMorgan Dynamic Small Cap Growth Fund JPMorgan Emerging Economies Fund
JPMorgan Trust I (continued) JPMorgan Emerging Markets Debt Fund JPMorgan Emerging Markets Equity Fund JPMorgan Federal Money Market Fund JPMorgan Global Focus Fund JPMorgan Growth and Income Fund JPMorgan Income Builder Fund JPMorgan India Fund JPMorgan Inflation Managed Bond Fund JPMorgan Intermediate Tax Free Bond Fund JPMorgan International Currency Income Fund JPMorgan International Equity Fund JPMorgan International Opportunities Fund JPMorgan International Opportunities Plus Fund JPMorgan International Realty Fund JPMorgan International Small Cap Equity 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 Japan Fund (to be removed upon liquidation) JPMorgan Intrepid Multi Cap Fund JPMorgan Intrepid Value Fund JPMorgan Latin America Fund JPMorgan Managed Income Fund (effective upon the effectiveness of the Funds registration statement) 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 Research Equity Long/Short Fund JPMorgan Research Market Neutral Fund JPMorgan Russia Fund JPMorgan Small Cap Core Fund JPMorgan Small Cap Equity Fund JPMorgan Strategic Income Opportunities Fund JPMorgan Strategic Preservation Fund JPMorgan Tax Aware Disciplined Equity Fund JPMorgan Tax Aware High Income Fund
JPMorgan Trust I (continued) JPMorgan Tax Aware Real Return Fund JPMorgan Tax Aware Real Return SMA Fund JPMorgan Tax Aware U.S. Equity Fund JPMorgan Tax Free Money Market Fund JPMorgan Total Return Fund JPMorgan U.S. Dynamic Plus Fund JPMorgan U.S. Equity Fund JPMorgan U.S. Large Cap Core Plus Fund JPMorgan U.S. Large Cap Value Plus Fund JPMorgan U.S. Research Equity Plus Fund JPMorgan U.S. Small Company Fund JPMorgan Value Advantage Fund JPMorgan Value Discovery Fund JPMorgan Trust II JPMorgan Arizona Municipal Bond Fund JPMorgan Core Bond Fund JPMorgan Core Plus Bond Fund JPMorgan Equity Income Fund JPMorgan Equity Index Fund JPMorgan Government Bond Fund JPMorgan High Yield 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 Large Cap Growth Fund JPMorgan Large Cap Value Fund JPMorgan Limited Duration Bond Fund JPMorgan Liquid Assets Money Market Fund JPMorgan Market Expansion Index Fund JPMorgan Michigan Municipal Bond Fund JPMorgan Michigan Municipal Money Market Fund JPMorgan Mid Cap Growth 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-Intermediate Municipal Bond Fund JPMorgan Small Cap Growth Fund JPMorgan Small Cap Value Fund
JPMorgan Trust II (continued) 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 UM Investment Trust Undiscovered Managers Multi-Strategy Fund Undiscovered Managers Funds JPMorgan Realty Income Fund Undiscovered Managers Behavioral Growth Fund Undiscovered Managers Behavioral Value Fund This Schedule A supersedes and replaces any previously executed Schedule A between the parties. * * * * * * JPMorgan Trust I JPMorgan Trust II Undiscovered Managers Funds J.P. Morgan Mutual Fund Group J.P. Morgan Fleming Mutual Fund Group, Inc. J.P. Morgan Mutual Fund Investment Trust UM Investment Trust JPMorgan Institutional Trust JPMorgan Insurance Trust By: Name: Title: Date: JPMorgan Chase Bank, N.A. By: Name: Title: Date: This
ADDENDUM to the GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT (Agreement), is
dated as of June 4, 2009, by and among JPMorgan Chase Bank, N.A. (Bank) and
each of the entities listed on Schedule A thereto, as may be amended by the parties from
time to time (Customer). For the purpose of this Addendum, each Fund as
defined below is considered a separate Customer. Capitalized terms not
otherwise defined herein shall have the meaning ascribed to them in the Agreement. WHEREAS,
the Customer and Bank are parties to the Global Custody and Fund Accounting Agreement
with effective dates as agreed by the parties; and WHEREAS,
the Customer has entered into a Transfer Agency Agreement with Boston Financial Data
Services, Inc. (BFDS or Transfer Agent) dated February 19, 2005
pursuant to which BFDS acts as the Customers Transfer Agent; and WHEREAS,
the Transfer Agent has authorized the Bank to open certain Transfer Accounts listed on
Schedule B in the name of BFDS as agent of the Customer, with such Transfer Accounts to
be used by the Transfer Agent to enable it to process subscriptions, redemptions,
transfers and/or exchanges on behalf of shareholders of the Customer; and WHEREAS,
the Customer and Bank now wish to clarify (1) that each Fund is solely responsible for
its Transfer Account Liabilities; (2) that the provisions regarding the Banks right
over securities and set-off as set forth in Section 4.3 in the Agreement, as amended by
this Addendum, will apply to any Liabilities in the Transfer Accounts; and (3) the
procedures that the Bank will follow in connection with enforcing a right of set-off or a
lien against assets of a Fund. NOW,
THEREFORE, in consideration of the mutual promises set forth herein, the parties hereby
agree as follows: 2 3 4 IN
WITNESS WHEREOF, the parties have executed this Addendum as of the date first above
written. 5 SCHEDULE A LIST OF FUNDS 6 7 8 JPMorgan Insurance Trust JPMorgan Institutional Trust This Schedule A supersedes and
replaces any previously executed Schedule A between the parties. 9 10 AMENDMENT TO THE GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT (dated June 1, 2009) This amendment is an amendment to the Global Custody and Fund Accounting Agreement dated February 18, 2005 by and among JPMorgan Chase Bank, N.A. (Bank) and each of the entities listed on Schedule A thereto (the Agreement) The amendment is effective as of June 1, 2009. For the purpose of this amendment, each Fund is a separate Customer. WHEREAS, the parties have previously entered into the Agreement. The parties have now agreed to amend the Agreement pursuant to this Amendment (the Amendment). Unless otherwise defined in this Amendment, capitalized terms used in this Amendment shall have the meanings specified in the Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows: 1. Amendment of the Agreement Upon execution of this Amendment by both parties, the Agreement shall be and hereby is amended as follows: (a) Schedule C to the Agreement is hereby deleted in its entirety and replaced with Schedule C attached hereto. (b) New Schedule E which covers the preparation and distribution of Money Market Fund Holding Reports is added to the Agreement. 3. Representations Each party represents to the other party that all representations contained in the Agreement are true and accurate as of the date of this Amendment and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment. 4. Miscellaneous (a) Entire Agreement. This Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings (except as otherwise provided herein) with respect thereto. (b) Amendments. No amendment, modification or waiver in respect of this Amendment will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties. 1 (c) Counterparts. This Amendment may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original. All signatures need not be on one counterpart. (d) Headings. The headings used in this Amendment are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Amendment. (e) Governing Law. This Amendment will be governed by and construed in accordance with the law of the State of New York (without reference to choice of law doctrine). IN WITNESS WHEREOF, the parties have executed this Amendment on the respective dates specified below with effect from the date first specified on the first page of this Amendment. JPMORGAN INSTITUTIONAL TRUST JPMORGAN TRUST I JPMORGAN TRUST II J.P. MORGAN MUTUAL FUND GROUP J.P. MORGAN FLEMING MUTUAL FUND GROUP, INC. J.P. MORGAN MUTUAL FUND INVESTMENT TRUST UNDISCOVERED MANAGERS FUNDS UM INVESTMENT TRUST JPMORGAN INSURANCE TRUST By: /s/ Patricia A. Maleski Name: Patricia A. Maleski Title: Vice President & Chief Administrative Officer JPMORGAN CHASE BANK, N.A. By: /s/ Denis S. Burchell Name: Denis S. Burchell Title: Vice President 2 Schedule E Money Market Holding Report Services The information in this Schedule E covering the preparation of Money Market Fund Holding Reports may be modified pursuant to mutual written agreement between the parties. A. Preparation and provision of the JPMorgan Money Market Fund Holding Report for the following Funds: JPMorgan Trust I JPMorgan 100% U.S. Treasury Securities Money Market Fund (effective July 1, 2009) JPMorgan California Municipal Money Market Fund (effective August 1, 2009) JPMorgan Federal Money Market Fund (effective July 1, 2009) JPMorgan New York Municipal Money Market Fund (effective August 1, 2009) JPMorgan Prime Money Market Fund (effective June 1, 2009) JPMorgan Tax Free Money Market Fund (effective July 1, 2009) JPMorgan Trust II JPMorgan Liquid Assets Money Market Fund (effective June 1, 2009) JPMorgan Michigan Municipal Money Market Fund (effective August 1, 2009) JPMorgan Municipal Money Market Fund (effective July 1, 2009) JPMorgan Ohio Municipal Money Market Fund (effective August 1, 2009) JPMorgan U.S. Government Money Market Fund (effective July 1, 2009) JPMorgan U.S. Treasury Plus Money Market Fund (effective July 1, 2009) B. Frequency of reports. Daily C. Manner in which reports will be delivered. Via excel spreadsheet for the Money Market Fund Holding Reports. 3 Schedule C Global Custody, Fund Accounting Services , Global Derivative Services and Money Market Fund Holding Reports Fee Schedule To the Global Custody and Fund Accounting Agreement (as of June 1, 2009) Global Custody Fees : These fee schedules are applicable to the JPMorgan Funds Complex (which includes any 1940 Act fund, commingled fund or Section 3c-7 fund which is advised or sub-advised by an entity which is a wholly-owned subsidiary of JPMorgan Chase & Co.). Safekeeping and Settlement Charges Global Custody Fee Schedule Market Safekeeping (BPs)* Transaction** (US$) Argentina 25.00 55.00 Australia 2.50 50.00 Austria 5.00 50.00 Bahrain 45.00 100.00 Bangladesh 40.00 100.00 Belgium 4.00 50.00 Bermuda 20.00 75.00 Botswana 45.00 100.00 Brazil 15.00 50.00 Bulgaria 35.00 75.00 Canada 2.00 15.00 Chile 20.00 75.00 China 20.00 50.00 Colombia 40.00 100.00 Costa Rica 40.00 100.00 Croatia 40.00 100.00 Cyprus 40.00 100.00 Czech Republic 25.00 75.00 Denmark 2.50 50.00 Ecuador 40.00 100.00 Egypt 40.00 75.00 Estonia 30.00 75.00 Euro CDs 1.00 15.00 Euroclear 1.25 10.00 Finland 5.00 50.00 France 2.00 30.00 Germany 1.25 27.00 4 Global Custody Fee Schedule Market Safekeeping (BPs)* Transaction** (US$) Ghana 40.00 125.00 Greece 20.00 75.00 Hong Kong 3.50 45.00 Hungary 20.00 75.00 Iceland 20.00 75.00 India 20.00 45.00 Indonesia 10.00 75.00 Ireland 3.00 45.00 Israel 25.00 75.00 Italy 2.00 30.00 Ivory Coast 60.00 100.00 Jamaica 40.00 70.00 Japan 1.50 10.00 Jersey 40.00 100.00 Jordan 40.00 100.00 Kazakhstan 50.00 100.00 Kenya 40.00 100.00 Korea 15.00 35.00 Latvia 20.00 100.00 Lebanon 50.00 100.00 Lithuania 35.00 100.00 Luxembourg 3.00 50.00 Malaysia 8.00 75.00 Malta 40.00 100.00 Mauritius 60.00 100.00 Mexico 6.00 35.00 Morocco 40.00 125.00 Namibia 40.00 125.00 Nepal 60.00 125.00 Netherlands 3.50 30.00 New Zealand 2.00 47.00 Nigeria 60.00 125.00 Norway 2.60 50.00 Oman 35.00 125.00 Pakistan 30.00 150.00 Peru 50.00 100.00 Philippines 7.00 83.00 5 Global Custody Fee Schedule Market Safekeeping (BPs)* Transaction** (US$) Poland 30.00 100.00 Portugal 12.00 83.00 Romania 30.00 100.00 Russia 15.00 80.00 Singapore 4.00 45.00 Slovakia 40.00 100.00 Slovenia 35.00 100.00 South Africa 5.00 40.00 Spain 3.00 40.00 Sri Lanka 20.00 100.00 Swaziland 40.00 125.00 Sweden 3.00 50.00 Switzerland 2.50 40.00 Taiwan 13.00 75.00 Thailand 12.00 40.00 Tunisia 40.00 90.00 Turkey 20.00 75.00 Ukraine 60.00 100.00 United Arab Emirates 45.00 100.00 United Kingdom 0.16 15.00 United States 0.10 4.50 *** Uruguay 50.00 125.00 Venezuela 35.00 100.00 Vietnam 40.00 125.00 Zambia 40.00 125.00 Zimbabwe 40.00 115.00 * Annualized rate paid pro rata each month. ** Cost for the settlement of all primary transactions. *** Highbridge Statistical Market Neutral Fund will be charged US$ 2.50. 6 Additional Primary Transaction Charges Description Rates (US$) Physical Security Receive/Deliver 20.00 Memo Positions (Blue Sheet) 7.50 Futures and Options 7.50 Secondary Transaction Charges Custody and safekeeping related transactions process post security settlement. Trade instructions that require manual input will incur an additional $20.00 surcharge. Description Rates (US$) Income Collections Physical 5.00 Principal & Interest - Book Entry 5.00 Principal & Interest - Physical 5.00 Cash Transaction Charge Non-securities-related cash payments levied for all outward free payments including third party foreign exchange payments. No charge is levied for the receipt of incoming funds. Cash instructions that require manual input will incur an additional surcharge of $20. Description Rates (US$) Foreign Exchange Payments 7.00 Outgoing Wires (Fed, Chips, SWIFT) 7.00 7 Global Proxy Voting Service This service includes the provision of an extensive suite of secure online tools to assist client exercise their corporate governance responsibilities, including in-market support for vote execution, share blocking, beneficial owner re-registration and power of attorney administration where required. Global Proxy Voting Fee Schedule Tier A: US$15 Tier B: US$35 Tier C: US$60 Australia Singapore Argentina Italy Bahrain South Africa Austria Jordan Bangladesh South Korea Belgium Lebanon Bermuda Spain Brazil Malta Canada Sri Lanka Colombia Mauritius China+ Taiwan Croatia Mexico Chile Thailand Cyprus Netherlands Estonia Tunisia Czech Republic Norway+ Euroclear Ukraine Denmark Pakistan Hong Kong United Kingdom Egypt Poland India+ United States Ecuador Portugal Indonesia Vietnam Finland Slovakia Ireland Venezuela France Sweden+ Israel Germany Switzerland Jamaica Greece Turkey Japan Hungary Malaysia Iceland New Zealand Philippines Russia+ + The fee for this country is the fee for the appropriate tier plus out of pocket expenses 8 Fund Accounting The following schedule shall be employed in the calculation of the annual fees payable for the services provided under this Agreement. For purposes of determining the asset levels at which a Tier applies, assets for that fund type across the entire JPMorgan Funds Complex (which shall be defined to include any 1940 Act fund, commingled funds or Section 3c-7 fund which is advised or sub-advised by an entity which is a wholly-owned subsidiary of JPMorgan Chase & Co.) shall be used. Money Market Funds* Tier One First 5,000,000,000 0.75 bps Tier Two Next $7,500,000,000 0.60 bps Tier Three Next $22,500,000,000 0.30 bps Tier Four Over $35,000,000,000 0.10 bps Fixed Income Funds Tier One First $12,500,000,000 0.90 bps Tier Two Next $7,500,000,000 0.50 bps Tier Three Next $10,000,000,000 0.35 bps Tier Four Over $30,000,000,000 0.20 bps U.S. Equity Funds Tier One First $12,500,000,000 0.85 bps Tier Two Next $7,500,000,000 0.50 bps Tier Three Next $10,000,000,000 0.35 bps Tier Four Over $30,000,000,000 0.25 bps International Funds Tier One First $12,500,000,000 2.00 bps Tier Two Over $12,500,000,000 1.75 bps Emerging Markets Funds Tier One First $12,500,000,000 3.00 bps Tier Two Over $12,500,000,000 2.00 bps 9 Other Fees Minimums** U.S. Equity $20,000 U.S. Fixed Income $20,000 Money Markets $10,000 International $25,000 Emerging Markets $40,000 Highbridge Statistical Market Neutral Fund*** $30,000 Additional Share Classes (except Fund of Funds****) $2,000 Multi-Manager (per manager) $6,000 Fund Mergers (per fund) $1,500 Fund of Funds ***** $15,000 * A cap on Fund Accounting fees for the Money Market Funds will be set a $1 Million per annum. When a Money Market Fund reaches the fee cap, fees on additional share classes will also be waived. ** Fund minimums will apply only for Funds that have commenced operations. Start up funds will be charged at a rate of 50% of the Fund Accounting fees for a period of 6 months after commencement of operations. *** Plus $20 per trade requiring manual entry into the WINS accounting platform **** Fund of Funds will be charged a share class fee of $2,000 per annum after the 3rd share class. ***** This flat fee applies to Fund of Funds investing in JPM funds only. For any long term funds investing only in other Funds as part of the overall investment strategy or for Funds of Funds investing in outside funds, the tiered pricing for Fund Accounting in the appropriate asset class would apply. 10 Global Derivative Services Instrument Coverage / Fees Instruments covered are standard transactions of the types listed in the fee schedule below and outlined in Appendix A of the Service Level Document. Exotic or structured trades are excluded from this fee schedule. Instruments covered by the fee schedule may be expanded by mutual agreement of the parties. Instruments Transaction (per Trade) Amendment US$ (per Trade) Daily Lifecycle Management Fee US$ (per Position Collection of Broker Price Fee US$ (per Position Independent Valuation US$ (per Position Forward Rate Agreements 40.00 10.00 0.40 1.50 0.25 Interest Rate Swaps (including Caps & Floors) 40.00 10.00 0.40 1.50 0.25 Swaptions 40.00 10.00 0.40 1.50 0.25 Credit Default Swaps Single Name & Index 40.00 10.00 0.40 1.50 Not in Scope Price Locks 40.00 10.00 0.40 1.50 Not in Scope Currency Options 40.00 10.00 0.40 1.50 Not in Scope Bond Options 40.00 10.00 0.40 1.50 Not in Scope Inflation Swaps 40.00 10.00 0.40 1.50 Not in Scope Total Return Swaps 40.00 10.00 0.40 1.50 Not in Scope +Straight Through Processing * Tiered Fees A tiered structure will be applied to the new transaction set up fee for the JPMorgan Funds Complex (which shall be defined to include any 1940 Act fund, commingled funds or Section 3c-7 fund which is advised or sub-advised by an entity which is a wholly-owned subsidiary of JPMorgan Chase & Co.) on the following basis: · US$ 40 : 0 2,000 new transactions per month · US$ 35: 2,001 4,000 new transactions per month · US$ 30: > 4,000 new transactions per month These transaction fees will be applied across all transactions on a pro-rata basis. 11 Notes 1) A one time set-up fee applies to, and will be charged for, all new transactions. 2) Amendment fees will be charged for the following types of transactions including, but are not limited to: trade amends, cancellations, partial/full terminations, amendments, unwinds, terminations, cancellations, novations, restructures, option exercises, notional re-sets, option expiries, maturities or credit events. 3) Independent Valuation fees and daily administration fees will be calculated based on the number of open positions at the end of each business day, aggregated across all funds/accounts. Broker price fees will be calculated based on the number of open positions at month end. 4) New non-STP trades will be charged at twice the rate of STP trades. Likewise, non-STP trade amendments will be charged at twice the rate of STP trade amendments. If Bank causes the trade or amendment not to be STP, then there will not be an extra charge. Money Market Fund Holdings Reports Bank will charge the following fees for providing the services as described in Schedule E. Preparation and provision of the JPMorgan Money Market Fund Holding Report Annual price of $4,000 for each JPMorgan Money Market Fund listed on Schedule E. Out-of-pocket Expenses Recovery of applicable out-of-pocket expenses will be made as of the end of each month. Out-of-pocket expenses include, but are not limited to the following*: n Custody. Registration/transfer fees will be a pass-through when incurred by Bank. Stamp taxes/duties/script fees will be a pass-through when incurred by Bank. Other pass-through fees include: · Account opening fees in the local market(s) · Local administrator, legal counsel and tax consultant fees as required · Local crossing, transaction, registration and/or depository fees · Transportation costs for shipment of physical securities and/or script · Translation services, travel and accommodation expenses, legal fee and personal attendance expenses as required · Information, Pricing, Benchmarking and other Data Licensed Services. These charges include payments to service providers such as IDC, JJ Kenny, Bear Sterns, Xciteck, Reuters, Bloomberg, CCH, Exchange fees, Options Price Reporting Authority, Standard and Poors, Hedgetek, Wall Street Concepts, Easylink - Archives. Archive charges to include storage, transportation, and recalls of archive boxes. - Printing/Copying. These charges include expenses associated with printing copying and fax support. 12 *Additional fee categories may be added in response to future developments, e.g., when new regulations are enacted that result in additional expense to comply with those regulations. 13 Fee Terms and Conditions Bank's fees shall remain in place for a period of 3 years from September 1, 2007. Bank reserves the right to renegotiate its
fee schedule at any time, should the Customer actual investment portfolio and/or
trading activity differ significantly from the assumptions used to develop our
fee proposal. The fee schedule may also be amended by mutual agreement of
the parties if the Customers service requirements change; each party
agrees to negotiate, diligently and in good faith, to agree upon new fees for
such service requirement changes. Related to Fund Accounting services, bond
broker quotes are currently included in the overall Fund Accounting fees.
Should there be a significant increase in the use of bond broker quotes,
Bank and the Customer agree to revisit this arrangement. Fees for additional service(s) and/or
market(s) added at the request of the Customer while this fee schedule is in
effect will be assessed at Bank's standard price(s); unless an alternative
pricing arrangement is agreed upon in advance by the Customer and Bank. JPMorgan requires invoices to be paid in U.S.
Dollars, unless Bank and the Customer have agreed upon alternative payment
arrangements in advance of remittance. Basis point fee(s), if applicable, will be
calculated at the end of the monthly billing period using asset values derived
by Bank from data provided by its selected pricing sources. In the event
that Bank must rely on the Customer or a portfolio manager or other party(ies)
selected by the Customer to provide valuation(s) for the purpose of calculating
basis point fee(s), Bank must receive such valuations no later than 30 days
after the end of the billing period in a format deemed acceptable by Bank.
In the event that Bank does not receive valuations by the required date,
Bank will render an invoice using the most recent valuation(s) received for the
respective investment(s)/account(s). Bank will present invoices monthly in
arrears, with payment expected via wire transfer, unless an alternative billing
arrangement is negotiated between the Customer and Bank. All annual fees,
including basis point fees, will be pro-rated based on the number of months
included in the billing period. Any customized technology projects required
to meet the Customer specific requirements, such as non-standard reporting
requirements, system interfaces or enhancements, will be billed to the Customer
based on the time and materials required to design, develop, test and deliver
the project, unless an alternative arrangement is negotiated between the
Customer and Bank. 14 Appendix A List of Entities Covered by the Transfer Agency Agreement As of June 10, 2010 JPMorgan Institutional Trust Delaware Statutory Trust JPMorgan Intermediate Bond Trust JPMorgan Core Bond Trust JPMorgan Equity Index Trust J.P. Morgan Fleming Mutual Fund Group, Inc. Maryland Corporation JPMorgan Mid Cap Value Fund J.P. Morgan Mutual Fund Group Massachusetts Business Trust JPMorgan Short Term Bond Fund II J.P. Morgan Mutual Fund Investment Trust Massachusetts Business Trust JPMorgan Growth Advantage Fund JPMorgan Insurance Trust Massachusetts Business Trust JPMorgan Insurance Trust Core Bond 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 Mid Cap Growth Portfolio JPMorgan Insurance Trust Mid Cap Value Portfolio JPMorgan Insurance Trust Small Cap Core Portfolio JPMorgan Insurance Trust U.S. Equity Portfolio JPMorgan Trust I Delaware Statutory Trust Highbridge Dynamic Commodities Strategy Fund Highbridge Statistical Market Neutral Fund JPMorgan 100% U.S. Treasury Securities Money Market Fund JPMorgan Access Balanced Fund JPMorgan Access Growth Fund JPMorgan Alternative Strategies Fund JPMorgan Asia Equity Fund JPMorgan California Municipal Money Market Fund JPMorgan California Tax Free Bond Fund JPMorgan China Region Fund JPMorgan Current Yield Money Market Fund (effective upon the effectiveness of the Funds registration statement) JPMorgan Disciplined Equity Fund JPMorgan Diversified Fund JPMorgan Dynamic Growth Fund
JPMorgan Trust I Delaware Statutory Trust (continued) JPMorgan Dynamic Small Cap Growth Fund JPMorgan Emerging Economies Fund JPMorgan Emerging Markets Debt Fund JPMorgan Emerging Markets Equity Fund JPMorgan Federal Money Market Fund JPMorgan Global Focus Fund JPMorgan Growth and Income Fund JPMorgan Income Builder Fund JPMorgan India Fund JPMorgan Inflation Managed Bond Fund JPMorgan Intermediate Tax Free Bond Fund JPMorgan International Currency Income Fund JPMorgan International Equity Fund JPMorgan International Opportunities Fund JPMorgan International Opportunities Plus Fund JPMorgan International Realty Fund JPMorgan International Small Cap Equity 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 Japan Fund (to be removed upon liquidation) JPMorgan Intrepid Multi Cap Fund JPMorgan Intrepid Value Fund JPMorgan Latin America Fund JPMorgan Managed Income Fund (effective upon the effectiveness of the Funds registration statement 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 Research Equity Long/Short Fund JPMorgan Research Market Neutral Fund JPMorgan Russia Fund JPMorgan Small Cap Core Fund JPMorgan Small Cap Equity Fund JPMorgan SmartRetirement Income Fund JPMorgan SmartRetirement 2010 Fund JPMorgan SmartRetirement 2015 Fund JPMorgan SmartRetirement 2020 Fund JPMorgan SmartRetirement 2025 Fund
JPMorgan Trust I Delaware Statutory Trust (continued) JPMorgan SmartRetirement 2030 Fund JPMorgan SmartRetirement 2035 Fund JPMorgan SmartRetirement 2040 Fund JPMorgan SmartRetirement 2045 Fund JPMorgan SmartRetirement 2050 Fund JPMorgan Strategic Income Opportunities Fund JPMorgan Strategic Preservation Fund JPMorgan Tax Aware Disciplined Equity Fund JPMorgan Tax Aware High Income Fund JPMorgan Tax Aware Real Return Fund JPMorgan Tax Aware Real Return SMA Fund JPMorgan Tax Aware U.S. Equity Fund JPMorgan Tax Free Money Market Fund JPMorgan Total Return Fund JPMorgan U.S. Dynamic Plus Fund JPMorgan U.S. Equity Fund JPMorgan U.S. Large Cap Core Plus Fund JPMorgan U.S. Large Cap Value Plus Fund JPMorgan U.S. Research Equity Plus Fund JPMorgan U.S. Small Company Fund JPMorgan Value Advantage Fund JPMorgan Value Discovery Fund JPMorgan Trust II Delaware Statutory Trust JPMorgan Arizona Municipal Bond Fund JPMorgan Core Bond Fund JPMorgan Core Plus Bond Fund JPMorgan Equity Income Fund JPMorgan Equity Index Fund JPMorgan Government Bond Fund JPMorgan High Yield 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 Large Cap Growth Fund JPMorgan Large Cap Value Fund JPMorgan Limited Duration Bond Fund JPMorgan Liquid Assets Money Market Fund JPMorgan Market Expansion Index Fund JPMorgan Michigan Municipal Bond Fund JPMorgan Michigan Municipal Money Market Fund JPMorgan Mid Cap Growth Fund
JPMorgan Trust II Delaware Statutory Trust (continued) 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-Intermediate 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 UM Investment Trust Massachusetts Business Trust Undiscovered Managers Multi-Strategy Fund Undiscovered Managers Funds Massachusetts Business Trust JPMorgan Realty Income Fund Undiscovered Managers Behavioral Growth Fund Undiscovered Managers Behavioral Value Fund This Schedule A supersedes and replaces any previously executed Schedule A between the parties. * * * * * * JPMorgan Trust I JPMorgan Trust II Undiscovered Managers Funds J.P. Morgan Mutual Fund Group J.P. Morgan Fleming Mutual Fund Group, Inc. J.P. Morgan Mutual Fund Investment Trust UM Investment Trust JPMorgan Institutional Trust JPMorgan Insurance Trust Boston Financial Data Services, Inc. By: By: Name: Name: Title: Title: Date: Date: July 1, 2010 JPMorgan Institutional Trust 245 Park Avenue New York, NY 10167 Dear Sirs: J.P. Morgan Investment Management Inc. and JPMorgan Funds
Management, Inc. (collectively, JPMorgan Service Providers) hereby
agree to waive fees owed to each JPMorgan Service Provider or to reimburse each
Fund listed on Schedule A for the time periods so indicated. The JPMorgan
Service Providers will waive fees or reimburse to the extent total operating
expenses exceed the rate of average daily net assets also indicated on Schedule
A. This expense limitation does not include acquired fund fees and
expenses, dividend expenses on securities sold short, interest, taxes, placement
related expenses (if any), and other extraordinary expenses not incurred in the
ordinary course of the Funds business. The JPMorgan Service Providers understand and intend that the
Funds will rely on this agreement in preparing and filings their registration
statements on Form N-1A and in accruing the Funds expenses for purposes of
calculating net asset value and for other purposes, and expressly permit the
Funds to do so. Please acknowledge acceptance on the enclosed copy of this letter. Very truly yours, J.P. Morgan Investment Management Inc. JPMorgan Funds Management, Inc. By: Accepted By: JPMorgan Institutional Trust By: SCHEDULE A Fund Name Fiscal Year End Expense Cap Expense Cap JPMorgan Intermediate Bond Trust Last day of February 0.15% June 30, 2011 JPMorgan Core Bond Trust Last day of February 0.15% June 30, 2011 JPMorgan Equity Index Trust Last day of February 0.10% June 30, 2011 Code of Ethics of J.P. Morgan Alternative
Asset Management, Inc. JPMorgan Asset Management
(UK) Ltd. J.P. Morgan Investment
Management Inc. Security Capital Research
& Management Inc. Bear Stearns Asset
Management Inc. (collectively, JPMAM) Effective February 1, 2005 Code of Ethics Table of Contents 1. Introduction
and Standards 1 1.1. Adoption
of the Code of Ethics 1 1.2. Standards
of Business Conduct 1 1.3. General
Definitions 2 2. Reporting
Requirements 3 2.1. Holdings
Reports 3 2.1.1. Content of Holdings Reports 4 2.1.2. Timing of Holdings Reports 4 2.2. Transaction
Reports 4 2.2.1. Content of Transaction Reports 4 2.2.2. Timing of Transaction Reports 4 2.3. Consolidated
Report 5 2.4. Exceptions
from Reporting Requirements 5 3. Pre-approval
of Certain Investments 5 4. Additional
Restrictions and Corrective Action under the Personal Trading Policy and
other related Policies and Procedures 5 4.1. Designated
Broker Requirement 5 4.2. Blackout
Provisions 5 4.3. Minimum
Investment Holding Period and Market Timing Prohibition 6 4.4. Trade
Reversals and Disciplinary Action 6 5. Books and
Records to be Maintained by Investment Advisers 6 6. Confidentiality 7 7. Conflicts of
Interest 7 7.1. Trading
in Securities of Clients 7 7.2. Trading
in Securities of Suppliers 7 7.3. Gifts 7 7.4. Entertainment 8 7.5. Political
and Charitable Contributions 8 7.6. Outside
Business Activities 8 8. Training 9 9. Escalation
Guidelines 9 9.1. Violation
Prior to Material Violation 9 9.2. Material
Violations 9 i Code of Ethics 1. Introduction and Standards 1.1. Adoption of the Code of Ethics This Code of Ethics for
JPMAM (the Code) has been adopted by the registered investment advisers named
on the cover hereof in accordance with Rule 204A-1 under the Investment
Advisers Act of 1940 (the Advisers Act). Rule 204A-1 requires, at a minimum,
that an advisers code of ethics set forth standards of conduct, require
compliance with federal securities laws
and address personal trading by advisory personnel. While all J.P. Morgan Chase
& Co. (JPMC) staff, including JPMAM Supervised
Persons as defined below, are subject to the personal trading
policies under the JPMC Code of Conduct, the JPMAM Code establishes more
stringent standards reflecting the fiduciary obligations of JPMAM and its Supervised Persons. Where matters are
addressed by both the JPMC Code of Conduct and this Code, Supervised Persons of JPMAM must observe
and comply with the stricter standards set forth in this Code. JPMAM hereby designates the
staff of its Compliance Department to act as designees for the respective chief
compliance officers of the JPMAM registered investment advisers (CCO) in
administering this Code. Anyone with questions regarding the Code or its
application should contact the Compliance Department. 1.2. Standards of Business Conduct It is the duty of all Supervised Persons to place the interests
of JPMAM clients before their own personal interests at all times and avoid any
actual or potential conflict of interest. Given the access that Supervised Persons may have to proprietary
and client information, JPMAM and its Supervised
Persons must avoid even the appearance of impropriety with respect
to personal trading, which must be oriented toward investment rather than
short-term or speculative trading. Supervised
Persons must also comply with applicable federal securities laws and
report any violations of the Code promptly to the Compliance Department, which
shall report any such violation promptly to the CCO. Access
Persons, as defined
below, must report, and JPMAM must review, their personal securities
transactions and holdings periodically. See section
2. Reporting Requirements and the Personal Trading Policy for
Investment Management Americas Staff (for internal use only), as defined below,
for details regarding reporting procedures. Compliance with the Code, and
other applicable policies and procedures, is a condition of employment. The
rules, procedures, reporting and recordkeeping requirements contained in the
Code are designed to prevent employees from violating the provisions of the
Code. Failure by a Supervised Person
to comply with the Code may adversely impact JPMAM and may constitute a
violation of federal securities laws. The Compliance Department
shall distribute to each Supervised Person
a copy of the Code and any amendments, receipt of which shall be acknowledged
in writing by the Supervised Person.
Written acknowledgements shall be maintained by the Compliance Department in
accordance with section 5. Books and Records
to be Maintained by Investment Advisers. The form of acknowledgment
shall be determined by the Compliance Department. At least annually, each CCO
must review the adequacy of the Code and the policies and the procedures herein
referenced. 1 Code of Ethics 1.3. General Definitions (a) Supervised Persons include: (1) Any partner, officer,
director (or other person occupying a similar status or performing similar
functions) and employees of JPMAM; (2) All employees of entities
affiliated with JPMAM that have been authorized by the Office of the Corporate
Secretary to act in an official capacity on behalf of a legal entity within
JPMAM, sometimes referred to as dual hatted employees; (3) Certain consultants as
well as any other persons who provide advice on behalf of JPMAM and are
subject to JPMAMs supervision and control; and (4) All Access Persons, as
defined in paragraph (b). (b) Access Persons include any partner, officer, director (or
other person occupying a similar status or performing similar functions) of
JPMAM, as well as any other Supervised Person who: (1) Has access to nonpublic
information regarding any clients purchase or sale of securities, or
nonpublic information regarding the portfolio holdings of any registered fund
advised or sub-advised by JPMAM; or (2) Is involved in making
securities recommendations to clients, including Funds, or who has access to
such recommendations that are nonpublic. (c) Associated Account refers to an account in the name or for
the direct or indirect benefit of a Supervised Person or a Supervised
Persons spouse, domestic partner, minor children and any other person for
whom the Supervised Person provides significant financial support, as well as
to any other account over which the Supervised Person or any of these other persons
exercise investment discretion, regardless of beneficial interest. Excluded
from Associated Accounts are any 401(k) and deferred compensation plan
accounts for which the Supervised Person has no investment discretion. (d) Automatic investment plan means a program in which regular periodic
purchases (or withdrawals) are made automatically in (or from) investment
accounts in accordance with a predetermined schedule and allocation. An
automatic investment plan includes a dividend reinvestment plan. (e) Beneficial ownership is interpreted to mean any interest held
directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, or any pecuniary interest in equity securities
held or shared directly or indirectly, subject to the terms and conditions
set forth under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934. A
Supervised Person who has questions regarding the definition of this term
should consult the Compliance Department. Please note: Any report required under section 2. Reporting Requirements may contain a statement
that the report will not be construed as an admission that the person making
the report has any direct or indirect beneficial ownership in the security to
which the report relates. (f) Client
refers to any entity (e.g.,
person, corporation or Fund) for which JPMAM provides a service or has a
fiduciary responsibility. (g) Federal securities laws means the Securities Act of 1933, the
Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the
Investment Company Act of 1940 (1940 Act), the Advisers Act, Title V of the
Gramm-Leach-Bliley Act (1999), any rules adopted 2 Code of Ethics by the Securities and
Exchange Commission (SEC) under any of these statutes, the Bank Secrecy Act
as it applies to funds and investment advisers, and any rules adopted there
under by the SEC or the Department of the Treasury. (h) Fund means an investment company registered under the 1940 Act. (i) Initial public offering means an offering of securities registered
under the Securities Act of 1933, the issuer of which, immediately before the
registration, was not subject to the reporting requirements of sections 13 or
15(d) of the Securities Exchange Act of 1934. (j) JPMAM is an abbreviation for JPMorgan Asset Management, the asset
management business of JPMorgan Chase & Co. Within the context of this
document, JPMAM refers to the U.S. registered investment advisers of JPMorgan
Asset Management identified on the cover of this Code. (k) Limited offering means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to section 4(2) or
section 4(6) or pursuant to Rules 504, 505 or 506 there under. (l) Personal Trading Policy refers to the Personal Trading Policy for
Investment Management Americas Staff and/or the Personal Investment Policy
for JPMAM Employees in EMEA, Asia and Japan, as applicable, and the
procedures there under. (m) Reportable Security means a security as defined under section
202(a)(18) of the Advisers Act held for the direct or indirect benefit of an
Access Person, including any note, stock, treasury stock, security future,
bond, debenture, evidence of indebtedness, certificate of interest or participation
in any profit-sharing agreement, collateral-trust certificate,
preorganization certificate or subscription, transferable share, investment
contract, voting-trust certificate, certificate of deposit for a security,
fractional undivided interest in oil, gas, or other mineral rights, any put,
call, straddle, option, or privilege on any security (including a certificate
of deposit) or on any group or index of securities (including any interest
therein or based on the value thereof), or any put, call, straddle, option,
or privilege entered into on a national securities exchange relating to
foreign currency, or, in general, any interest or instrument commonly known
as a security, or any certificate of interest or participation in,
temporary or interim certificate for, receipt for, guaranty of, or warrant or
right to subscribe to or purchase any of the foregoing. Also included in this
definition are open-end mutual funds (except as noted below) and exchange
traded funds. Excluded from this definition are: (1) Direct obligations of the
Government of the United States; (2) Bankers acceptances, bank
certificates of deposit, commercial paper and high quality short-term debt
instruments, including repurchase agreements; (3) Shares issued by money
market funds; and (4) Shares of other types of
mutual funds, unless JPMAM acts as the investment adviser, sub-adviser or
principal underwriter for the Fund. 2. Reporting Requirements 2.1. Holdings Reports Access Persons must submit to
the Compliance Department a report, in the form designated by the Compliance
Department, of the Access Persons
current securities holdings that meets the following requirements: 3 Code of Ethics 2.1.1. Content of Holdings
Reports Each holdings report must
contain, at a minimum: (a) The name of any broker,
dealer or bank with which the Access
Person maintains an Associated
Account in which any Reportable
Securities are held for the Access Persons direct or indirect
benefit, as well as all pertinent Associated
Account details (e.g.,
account title, account number, etc.); (b) The title and type of
security, and as applicable the exchange ticker symbol or CUSIP number,
number of shares, and principal amount of each Reportable Security in which the Access Person has any direct or indirect
beneficial ownership; and (c) The date the Access Person submits the report. 2.1.2. Timing of Holdings Reports
Access Persons must each submit a holdings
report: (a) No later than 10 days
after the person becomes an Access Person,
and the information must be current as of a date no more than 45 days prior
to the date the person becomes an Access Person. (b) At least once each
12-month period thereafter on January 30, and the information must be current
as of a date no more than 45 days prior to the date the report was submitted.
2.2. Transaction Reports Access Persons must submit to the Compliance
Department quarterly securities transactions reports, in the form designated
by the Compliance Department, that meet the following requirements: 2.2.1. Content of Transaction
Reports Each transaction report
must contain, at a minimum, the following information about each transaction
involving a Reportable Security
in which the Access Person had,
or as a result of the transaction acquired, any direct or indirect beneficial ownership: (a) The date of the
transaction, the title, and as applicable the exchange ticker symbol or CUSIP
number, interest rate and maturity date, number of shares, and principal
amount of each Reportable Security
involved; (b) The nature of the
transaction (i.e., purchase,
sale or any other type of acquisition or disposition); (c) The price of the security
at which the transaction was effected; (d) The name of the broker,
dealer or bank with or through which the transaction was effected; and (e) The date the Access Person submits the report. 2.2.2. Timing of Transaction
Reports 4 Code of Ethics Each Access Person must
submit a transaction report no later than 30 days after the end of each
calendar quarter, which report must cover, at a minimum, all transactions
during the quarter. 2.3. Consolidated Report At the discretion of the
Compliance Department, the form of annual holdings report may be combined
with the form of the concurrent quarterly transaction report, provided that
such consolidated holdings and transaction report meets, at a minimum, the
timing requirements of both such reports if submitted separately. 2.4. Exceptions from Reporting Requirements An Access Person need not submit: (a) Any report with respect to
securities held in accounts over which the Access
Person had no direct or indirect influence or control; (b) A transaction report with
respect to transactions effected pursuant to an automatic investment plan; (c) A transaction report if
the report would duplicate information contained in broker trade
confirmations or account statements that the Compliance Department holds in
its records so long as the Compliance Department receives the confirmations
or statements no later than 30 days after the end of the applicable calendar quarter.
3. Pre-approval of Certain Investments Supervised
Persons must obtain
approval from the Compliance Department before they directly or indirectly
acquire beneficial ownership in
any reportable security,
including initial public offerings
and limited offerings. The
Personal Trading Policy shall set forth the Compliance pre-clearance
procedures as well as any exceptions to the pre-clearance requirement. 4. Additional Restrictions and Corrective Action under the Personal
Trading Policy and other related Policies and Procedures In furtherance of the
standards for personal trading set forth herein, JPMAM shall maintain a
Personal Trading Policy with respect to the trading restrictions and
corrective actions discussed under this section 4, and such other
restrictions as may be deemed necessary or appropriate by JPMAM. 4.1. Designated Broker Requirement Any Associated Account, except as otherwise
indicated in the Personal Trading Policy, must be maintained with a
Designated Broker, as provided under the JPMC Code of Conduct and the
Personal Trading Policy. 4.2. Blackout Provisions The personal trading and
investment activities of Supervised
Persons are subject to particular scrutiny because of the
fiduciary nature of the business. Specifically, JPMAM must avoid even the
appearance that its Supervised Persons
conduct personal transactions in a manner that conflicts with the firms
investment activities on behalf of clients. Towards this end, Supervised Persons may be restricted
from conducting personal investment transactions during certain periods
(Blackout Periods), and may be instructed to reverse previously completed
personal investment transactions (see section
4.4). Additionally, the Compliance Department may restrict 5 Code of Ethics the personal trading
activity of any Supervised Person
if such activity has the appearance of violating the intent of the blackout
provision or is deemed to present a possible conflict of interest. The Blackout Periods set
forth in the Personal Trading Policy may reflect varying levels of
restriction appropriate for different categories of Supervised Persons based upon their
level of access to nonpublic client or proprietary information. 4.3. Minimum Investment Holding Period and Market Timing
Prohibition Supervised
Persons are subject
to a minimum holding period, as set forth under the Personal Trading Policy,
for all transactions in Reportable
Securities, as defined under section
1.3. Supervised
Persons are not
permitted to conduct transactions for the purpose of market timing in any
Reportable Security. Market timing is defined as an investment strategy using
frequent purchases, redemptions, and/or exchanges in an attempt to profit
from short-term market movements. Please see the Personal
Trading Policy for further details on transactions covered or exempted from
the minimum investment holding period. 4.4. Trade Reversals and Disciplinary Action Transactions by Supervised Persons are subject to
reversal due to a conflict (or appearance of a conflict) with the firms
fiduciary responsibility or a violation of the Code or the Personal Trading
Policy. Such a reversal may be required even for a pre-cleared transaction
that results in an inadvertent conflict or a breach of black out period
requirements under the Personal Trading Policy. Disciplinary actions
resulting from a violation of the Code will be administered in accordance
with related JPMAM policies governing disciplinary action and escalation. All
violations and disciplinary actions will be reported promptly by the
Compliance Department to the JPMAM CCO. Violations will be reported at least
quarterly to the firms executive committee and, where applicable, to the
directors or trustees of an affected Fund. Violations by Supervised Persons of any laws that
relate to JPMAMs operation of its business or any failure to cooperate with
an internal investigation may result in disciplinary action up to and including
immediate dismissal and, if applicable, termination of registration. 5. Books and Records to be Maintained by Investment Advisers (a) A copy of this Code and
any other code of ethics adopted by JPMAM pursuant to Rule 204A-1 that has
been in effect during the past five years; (b) A record of any violation
of the Code, and any action taken as a result of that violation; (c) A record of all written
acknowledgments for each person who is currently, or within the past five
years was, a Supervised Person
of JPMAM; (d) A record of each report
made by an Access Personas required under section
2. Reporting Requirements; (e) A record of the names of
persons who are currently, or within the past five years were, Access Persons; (f) A record of any decision,
and the reasons supporting the decision, to approve the acquisition of
securities by Supervised Persons under section
3. Pre-approval of Certain 6 Code of Ethics Investments, for at least five years after the end of
the fiscal year in which the approval is granted; and (g) Any other such record
as may be required under the Code or the Personal Trading Policy. 6. Confidentiality Supervised
Persons have a
special responsibility to protect the confidentiality of information related
to customers. This responsibility may be imposed by law, may arise out of
agreements with customers, or may be based on policies or practices adopted
by the firm. Certain jurisdictions have regulations relating specifically to
the privacy of individuals and/or business and institutional customers.
Various business units and geographic areas within JPMC have internal
policies regarding customer privacy. The foregoing
notwithstanding, JPMAM and its Supervised
Persons must comply with all provisions under the Bank Secrecy
Act, the USA Patriot Act and all other applicable federal securities laws, as well as applicable anti-money
laundering and know your client policies, procedures and training requirements
of JPMAM and JPMC. 7. Conflicts of Interest With regards to each of
the following restrictions, more detailed guidelines may be found under the
applicable JPMAM policy and/or the JPMC Code of Conduct. 7.1. Trading in Securities of Clients Supervised
Persons should not
invest in any securities of a client with which the Supervised Person has or recently had
significant dealings or responsibility on behalf of JPMAM if such investment
could be perceived as based on confidential information. 7.2. Trading in Securities of Suppliers Supervised
Persons in
possession of information regarding, or directly involved in negotiating, a
contract material to a supplier of JPMAM may not invest in the securities of
such supplier. If you own the securities of a company with which we are
dealing and you are asked to represent JPMorgan Chase in such dealings you
must: (a) Disclose this fact to your
department head and the Compliance Department; and (b) Obtain prior approval from
the Compliance Department before selling such securities. 7.3. Gifts A conflict of interest
occurs when the personal interests of Supervised Persons interfere or could
potentially interfere with their responsibilities to the firm and its
clients. Supervised Persons should not accept inappropriate gifts, favors,
entertainment, special accommodations, or other things of material value that
could influence their decision-making or make them feel beholden to a person
or firm. Similarly, Supervised Persons
should not offer gifts, favors, entertainment or other things of value that
could be viewed as overly generous or aimed at influencing decision-making or
making a client feel beholden to the firm or the Supervised Person. More specific guidelines are set forth
under the JPMC Code of Conduct and operating procedures for the JPMAM Gift,
Entertainment and Political Contributions Database. Supervised Persons are required to log
all gifts subject to reporting into the JPMAM Gift, Entertainment and
Political 7 Code of Ethics Contributions Database and
any violations of JPMAM Gift & Entertainment Polices are subject to the
Escalation Guidelines. 7.4. Entertainment No Supervised Person may provide or accept
extravagant or excessive entertainment to or from a client, prospective
client, or any person or entity that does or seeks to do business with or on
behalf of JPMAM. Supervised Persons
may provide or accept a business entertainment event, such as dinner or a
sporting event, of reasonable value, if the person or entity providing the
entertainment is present, and only to the extent that such entertainment is
permissible under the JPMC Code of Conduct and operating procedures for the
JPMAM Gift, Entertainment and Political Contributions Database. Supervised Persons are required to log
all entertainment subject to reporting into the JPMAM Gift, Entertainment and
Political Contributions Database and any violations of JPMAM Gift &
Entertainment Polices are subject to the Escalation Guidelines. 7.5. Political and Charitable Contributions JPMorgan Chase has a
strict policy that no political contributions made on behalf of JPMorgan
Chase are allowed unless pre-approved. Supervised
Persons are prohibited from making political contributions for the
purpose of obtaining or retaining advisory contracts with government
entities. In addition, Supervised Persons
are prohibited from considering JPMAMs current or anticipated business
relationships as a factor in making political or charitable donations.
Additional restrictions, disclosures and other requirements regarding
political activities are described under the JPMC Code of Conduct. Access Persons are required to pre-clear
all personal political contributions to the election campaigns of non-federal
level candidates. All federal level contributions have to be reported in the
database, but do not require pre-clearance. Contributions to the JPMorgan
PACs are excluded from pre-clearance and reporting requirements. The Code of
Ethics now specifically requires that, in addition to the reporting of
political contributions, employees log all gift, entertainment, and
charitable contributions into the Gift, Entertainment and Political
Contributions Database and makes failure to do so a violation of the JPMAM
Gift & Entertainment Polices subject to the Escalation Guidelines. 7.6. Outside Business Activities A Supervised Persons outside activities
must not reflect adversely on the firm or give rise to a real or apparent
conflict of interest with the Supervised
Persons duties to the firm or its clients. Supervised Persons must be alert to
potential conflicts of interest and be aware that they may be asked to
discontinue any outside activity if a potential conflict arises. Supervised Persons may not, directly or
indirectly: (a) Accept a business
opportunity from someone doing business or seeking to do business with JPMAM
that is made available to the Supervised
Person because of the individuals position with the firm. (b) Take for oneself a
business opportunity belonging to the firm. (c) Engage in a business
opportunity that competes with any of the firms businesses. More specific guidelines
are set forth under the conflicts of interest policy of JPMAM and under the
JPMC Code of Conduct. Procedures and forms for pre-clearance of these
activities by the Office of the Secretary of JPMC are available in the JPMC Procedures for Pre-Clearance of Outside Activities
Referenced in the JPMC Code of Conduct. Supervised
Persons must seek a new clearance for a previously approved
activity whenever there is any material change in relevant circumstances,
whether arising from a change in your job or association with JPMAM or in
your role with respect to that activity or organization. You are required to
be continually alert to 8 Code of Ethics any real or apparent
conflicts of interest with respect to investment management activities and
promptly disclose any such conflicts to Compliance and the Office of the
Secretary. You must also notify the Office of the Secretary of JPMC when any
approved outside activity terminates. Regardless of whether an
activity is specifically addressed under JPMAM policies or the JPMC Code of
Conduct, Supervised Persons
should disclose any personal interest that might present a conflict of
interest or harm the reputation of the firm. 8. Training There are several
mandatory training courses given each year by Compliance (e.g., AML, Privacy,
and Code of Conduct). Failure to attend and/or complete required Compliance
training courses will now be subject to the Escalation Guidelines. 9. Escalation Guidelines Compliance maintains the
Escalation Guidelines, which is applicable to employees of J.P. Morgan
Alternative Asset Management, J.P. Morgan Investment Management and Security
Capital Research & Management. Please note, the Escalation Guidelines is
an internal Compliance document and is used to notify Group Heads and/or
Managers of appropriate action that needs to be taken. 9.1. Violation Prior to Material Violation While the Group Head is
notified of all violations, he/she is now required to have a face-to-face
meeting with the employee when the employees next violation would be
considered material, in order to stress the importance of the requirement and
inform the employee about the ramifications for not following the policy. The
employee is also required to acknowledge, in writing, (form to be provided by
Compliance) that he/she is aware of the ramifications for noncompliance and
he/she will be compliant going forward. The written acknowledgement is signed
by both the employee and Group Head, and returned to Compliance for record
keeping. 9.2. Material Violations All material violations
now require the Group Head and HR to have a face-to-face meeting with the
employee and to document the meeting specifics in the employees personnel
file. Once again, the employee will be required to acknowledge in writing the
material nature of the violation and that he/she will be compliant going
forward. The written acknowledgement, signed by both the employee and Group
Head, will be returned to Compliance and HR for record keeping. There will
now be a mandated suspension of trading privileges for six months for all
material violations regardless of type. Transactions may be allowed for
hardship reasons, but require pre-clearance by Compliance and the Group Head.
A list of all individuals
who have received material violations will be circulated to the appropriate
Group Head and Eve Guernsey on a periodic basis and will be a factor in the
employees annual compensation. 9 JPMorgan Trust I POWERS OF ATTORNEY KNOW
ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and
appoints George C.W. Gatch, Robert L. Young, Patricia A. Maleski, Frank J.
Nasta, Brian L. Duncan, Jessica K. Ditullio, Elizabeth A. Davin, John T.
Fitzgerald, Pamela L. Woodley, Michael J. Tansley, Stephen M. Ungerman, Laura
S. Melman, Joseph Bertini, Francesco Tango and Joy C. Dowd, and each of them,
as his or her true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for such attorney-in-fact in such
attorney-in-facts name, place and stead, to sign any and all registration
statements or other filings made with the Securities and Exchange Commission or
any state regulatory agency or authority applicable to the above named Trusts,
and any amendments or supplements thereto, and withdrawals thereof, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission or any state regulatory
agency or authority, as appropriate, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he
or she might or could do in person in his or her capacity as a Trustee or
Director or officer of the Trusts, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof. This
Powers of Attorney may be signed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same document. /s/ Fergus Reid,
III /s/ William
J. Armstrong Fergus Reid,
III William J.
Armstrong Trustee/Director
and Chairman Trustee/Director /s/ John F.
Finn /s/ Matthew
Goldstein John F. Finn Dr. Matthew
Goldstein Trustee
/Director Trustee/Director /s/ Robert
J. Higgins /s/ Peter C.
Marshall Robert J.
Higgins Peter C.
Marshall Trustee/Director Trustee/Director /s/ Marilyn
McCoy /s/ William
G. Morton, Jr. Marilyn
McCoy William G.
Morton, Jr. Trustee/Director Trustee/Director /s/ Robert
A. Oden, Jr. /s/
Frederick W. Ruebeck Robert A.
Oden, Jr. Frederick W.
Ruebeck Trustee/Director Trustee/Director /s/ James J.
Schonbachler /s/ Leonard
M. Spalding, Jr. James J.
Schonbachler Leonard M.
Spalding, Jr. Trustee/Director Trustee/Director /s/ Frankie
D. Hughes Frankie D.
Hughes Trustee/Director Dated:
February 25, 2010 JPMorgan Trust I POWER OF ATTORNEY KNOW ALL
PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints George
C.W. Gatch, Robert L. Young, Frank J. Nasta, Brian L. Duncan, Jessica K.
Ditullio, Elizabeth A. Davin, John T. Fitzgerald, Pamela L. Woodley, Michael J.
Tansley, Stephen M. Ungerman, Laura S. Melman, Joseph Bertini, Francesco Tango,
Joy C. Dowd and Gregory S. Samuels, and each of them, as his or her true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution for such attorney-in-fact in such attorney-in-facts name, place
and stead, to sign any and all registration statements or other filings made
with the Securities and Exchange Commission or any state regulatory agency or
authority applicable to the above named Trusts, and any amendments or
supplements thereto, and withdrawals thereof, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission or any state regulatory agency or authority,
as appropriate, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done as fully to all intents and purposes as he or she might or
could do in person in his or her capacity as a Trustee or officer of the
Trusts, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof. /s/ Patricia A. Maleski Patricia A.
Maleski Dated: June
21, 2010
JPMorgan Institutional Trust
By:
George C. W. Gatch
President
Trustee and Chairman
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
President
Treasurer and Principal Financial Officer
Attorney-in-fact
(b)(2)
Amendment to By-Laws of JPMorgan Institutional Trust effective May 20, 2010
(g)(1)(e)
Form of Amended Schedule A to the Global Custody and Fund Accounting Agreement (amended as of June 10, 2010)
(g)(1)(f)
Addendum to Global Custody and Fund Accounting Agreement dated June 4, 2009
(g)(1)(g)
Amendment to Global Custody and Fund Accounting Agreement, including Schedules C and E, dated June 1, 2009
(h)(1)(a)
Form of Amended Appendix A to the Transfer Agency Agreement, dated June 10, 2010
(h)(6)
Form of Fee Waiver Agreement, dated July 1, 2010
(p)(2)
Code of Ethics of Adviser, effective February 1, 2005, revised February 1, 2010
(99)(a)
Powers of Attorney for the Trustees
(99)(c)
Power of Attorney for Patricia A. Maleski
J_M6Z-XRW1\TZMF,@/+F*"T3#6=K*F-!O:K-^H7LGI;BDG65WXG)UM"8PC
MN)(7C[
ADDENDUM TO GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT
RECITALS
1.
Definitions
Accounts means the Securities Account and the Cash Account as
defined in Section 2.1 of the Agreement.
Business Day means a day on which the Bank and Customer are
generally open for business.
Fund means
each of the individual portfolios that are or will be a series of the Trusts and
Corporations listed on Schedule A.
Overdraft means
any Liabilities that result in the Transfer Accounts being overdrawn.
Transfer
Agent means Boston Financial Data Services Inc. or any successor transfer agent
appointed by the Customer.
Transfer
Accounts means the clearing account(s) listed on Schedule B used to concentrate
cash for the Funds, so that monies transferring into and out of such clearing account(s)
can be made as a single net payment or receipt by the Bank.
Transfer Account Liabilities means with respect to a given
Fund that portion of any Overdraft, obligation, or other Liabilities arising
under any of the Transfer Accounts that are attributable to transactions
relating to that Fund, including purchases and redemptions of shares of that
Fund.
2.
Amendment
to Global Custody and Fund Accounting Agreement
Section 4.3 of the Agreement, Banks Right Over Securities;
Set-off is hereby amended by inserting the following provisions:
(d) Customer grants to Bank a security interest in and a lien on the Financial
Assets held in a Funds Securities Account and the cash held in that
Funds Cash Account to secure that portion of any Overdraft, obligation, or
other Liability owing with respect to a Transfer Account that constitute that
Funds Transfer Account Liabilities. Bank shall be entitled (i) without
notice, to segregate, place a hold on and/or withhold delivery of sufficient
Financial Assets and cash to satisfy such Funds Transfer Account
Liabilities and (ii) upon notice to the board of trustees/directors of such
Fund, sell or otherwise realize any of such Financial Assets and to apply the
proceeds and any other monies credited to that Funds Cash Account in
satisfaction of its Transfer Account Liabilities. Without prejudice to
Banks rights under Applicable Law, Bank may, upon notice to the board of
trustees/directors of such Fund, set off any Overdraft, obligation, or other
Liability owing with respect to a Transfer Account that constitute that
Funds Transfer Account Liabilities against any amount in any currency
standing to the credit of any of that Funds accounts (whether deposit or
otherwise) with any Bank branch or office.
(e) Customer will be solely responsible for ensuring that the Transfer Agent
maintains sufficient records and internal controls to monitor and reconcile
daily activity with respect to amounts and transactions in the Transfer Accounts
that are attributable to each Fund. In particular, Customer will ensure that the
Transfer Agent provides to the Bank, promptly upon request: (1) information as
to the amount of cash attributable to each Fund in the Transfer Accounts, (2)
information regarding the transactions of each Fund that are processed through
the Transfer Accounts, and (3) records to identify and support any obligations,
Liabilities, and/or Overdrafts incurred or created in connection with the
transactions processed through the Transfer Accounts that are attributable to
each Fund. Customer will be responsible for any Liabilites resulting from a
failure or delay of the Transfer Agent to provide accurate and timely
information to the Bank regarding the Transfer Accounts.
(f) The Bank hereby agrees that it will follow the following procedures in
connection with enforcing a lien or right of set-off against a Funds
assets pursuant to this Section 4.3.
(i) The Bank will comply with all applicable laws, rules and regulations in
connection with enforcing a lien or right of set-off against a Funds
assets, including all applicable provisions of state law relating to enforcement
of rights of set off or liens against securities and other property held in
bailment.
(ii) To enforce a right of set-off or a lien pursuant to Sub-section 4.3 (a) or
(b) of the Agreement, regardless of any other notice requirements under
applicable law, rules or regulations or any applicable terms of the Agreement,
the Bank will (x) without notice, segregate, place a hold on and/or withhold
delivery of Financial Assets in such Funds Securities Account and cash in
its Cash Account with a market value equal to the amount the Bank has determined
in good faith is due and payable; and (y) give written notice
(Notice) to the board of trustees/directors of the applicable Fund
of its intention to sell or otherwise realize such Financial Assets and to apply
the proceeds and any other monies credited to that Funds Cash Account in
satisfaction of its Transfer Account Liabilities if the amount the Bank has
determined in good faith is due and payable are not repaid within two business
days following the Notice. The Fund may request the Bank to substitute different
Financial Assets for the Fiancial Assets segregated by the Bank and the the Bank
will not unreasonably deny such request.
(iii) Prior to enforcing a right of set-off or a lien against a Funds
assets pursuant to Sub-section 4.3 (d), regardless of any other notice
requirements under applicable law, rules or regulations or any applicable terms
of the Agreement, the Bank will (w) send a written request to the Transfer
Agent, with a copy to the board of trustees/directors of the Funds, for
information sufficient to identify and support any obligations, Liabilities,
and/or Overdrafts incurred or created in connection with the transactions
processed through the Transfer Accounts that are attributable to each Fund; (x)
upon receipt of such information, the Bank will, segregate, place a hold on
and/or withhold delivery of Financial Assets in each such Funds Securities
Account and cash in its Cash Account with a market value equal to the amount the
Bank has determined in good faith is due and payable; and (z) give Notice to the
board of trustees/directors of the applicable Funds of its intention to sell or
otherwise realize such Financial Assets and to apply the proceeds and any other
monies credited to that Funds Cash Account in satisfaction of its Transfer
Account Liabilities, if the amount the Bank has determined in good faith is due
and payable are not repaid within two business days following the Notice. The
Fund may request the Bank to substitute different Financial Assets for the
Fiancial Assets segregated by the Bank and the the Bank will not unreasonably
deny such request.
(iv) The Bank will not obtain through enforcement of the right of set-off or the
lien more than the amount it has determined in good faith to be owed.
(v) The Bank will seek to enforce the right of set-off or the lien first against
a Funds cash assets, and then only against portfolio securities or other
property for which a readily ascertainable market price can be obtained.
(vi) The Bank will arrange for the sale of any such Financial Assets in normal
market transactions and will not arrange for the sale of such Financial Assets
in circumstances that, to the best of its knowledge, independently would raise
affiliated transaction concerns under the Investment Company Act of 1940.
(g) The notice required in Sections 4.3 (d) and (f) of the Agreement shall be
served by registered mail or hand delivery to the following:
Chairman of the Board of Trustees of the JPMorgan Funds
c/o Kramer Levin
Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, N.Y.
10036
Attention: Carl Frischling, Esq.
with copies
to:
President, JPMorgan Funds
245 Park Avenue, 3rd floor
New York, N.Y. 10167
and
JPMorgan Funds
245 Park Avenue
New York, N.Y. 10167
Attention: Funds Legal
3.
In
the event of a conflict between the terms of this Addendum and the Agreement, it
is the intention of the parties that the terms of this Addendum shall control
and the Agreement shall be interpreted on that basis.
4.
This
Addendum may be executed in two or more counterparts, each of which shall be an
original and all of which together shall constitute one instrument.
JPMorgan Institutional Trust
J.P. Morgan Fleming Mutual Fund Group, Inc.
J.P. Morgan Mutual Fund Group
J.P. Morgan Mutual Fund Investment Trust
JPMorgan Insurance Trust
JPMorgan Trust I
JPMorgan Trust II
UM Investment Trust
Undiscovered Managers Funds, each on behalf of each of
its series listed on Schedule A
By:
/s/ Patricia Maleski
Name: Patricia Maleski
Title: Vice President and Treasurer
Date: June 3, 2009
JPMORGAN CHASE BANK, N.A.
By: /s/ Blanche L. Arreaga
Name: Blanche L. Arreaga
Title: Vice President
Date: June 4, 2009
J.P. Morgan Trust I
o JPMorgan Emerging Markets Debt Fund
o JPMorgan
Bond Fund
o JPMorgan Enhanced Income Fund
o JPMorgan California Tax Free
Bond Fund
o JPMorgan Intermediate Tax Free Bond Fund
o JPMorgan New York
Tax Free Bond Fund
o JPMorgan Tax Aware Enhanced Income Fund
o JPMorgan
Tax Aware U.S. Equity Fund
o JPMorgan Dynamic Growth Fund
o JPMorgan
Emerging Economies Fund
o JPMorgan Global Focus Fund
o JPMorgan Tax
Aware High Income Fund
o JPMorgan Tax Aware Real Return Fund
o JPMorgan
Tax Aware Real Return SMA Fund
o Highbridge Statistical Market Neutral Fund
o JPMorgan Strategic Preservation Fund
o JPMorgan Intrepid International
Fund
o JPMorgan Latin America Fund
o JPMorgan Market Neutral Fund
o
JPMorgan Emerging Markets Equity Fund
o JPMorgan India Fund
o JPMorgan
International Opportunities Fund
o JPMorgan International Opportunities Plus
Fund
o JPMorgan International Value Fund
o JPMorgan International Value
SMA Fund
o JPMorgan International Markets Fund
o JPMorgan Asia Equity
Fund
o JPMorgan China Region Fund
o JPMorgan Intrepid European Fund
o JPMorgan International Small Cap Equity Fund
o JPMorgan Japan Fund
o
JPMorgan Russia Fund
o JPMorgan International Equity Fund
o JPMorgan
International Currency Income Fund
o JPMorgan Disciplined Equity Fund
o
JPMorgan Diversified Fund
o JPMorgan U.S. Equity Fund
o JPMorgan U.S.
Small Company Fund
o JPMorgan Capital Growth Fund
o JPMorgan Small Cap
Equity Fund
o JPMorgan Value Discovery Fund
o JPMorgan Dynamic Small Cap Growth Fund
o JPMorgan Growth and Income
Fund
o JPMorgan Mid Cap Equity Fund
o JPMorgan Small Cap Core Fund
o
JPMorgan Strategic Small Cap Value Fund
o JPMorgan Intrepid Growth Fund
o JPMorgan Value Advantage Fund
o JPMorgan Intrepid America Fund
o
JPMorgan Intrepid Plus Fund
o JPMorgan Intrepid Value Fund
o JPMorgan
Intrepid Multi Cap Fund
o J.P. Morgan U.S. Large Cap Core Plus Fund
o
JPMorgan U.S. Large Cap Value Plus Fund
o JPMorgan Strategic Income
Opportunities Fund
o JPMorgan Total Return Fund
o JPMorgan International
Realty Fund
o JPMorgan 100% U.S. Treasury Securities Money Market Fund
o
JPMorgan California Municipal Money Market Fund
o JPMorgan Federal Money
Market Fund
o JPMorgan New York Municipal Money Market Fund
o JPMorgan
Prime Money Market Fund
o JPMorgan Tax Free Money Market Fund
o JPMorgan
Real Return Fund
Undiscovered Managers Funds
o
Undiscovered Managers Behavioral Growth Fund
o Undiscovered Managers Behavioral Value Fund
o
Undiscovered Managers Realty Income Fund
o Undiscovered Managers Small Cap Growth Fund
J.P. Morgan Mutual Fund Group
o JPMorgan Short Term Bond Fund II
J.P. Morgan Fleming Mutual Fund Group, Inc.
o JPMorgan Mid Cap Value Fund
J.P. Morgan Mutual Fund Investment Trust
o JPMorgan Growth Advantage Fund
UM Investment Trust
o Undiscovered Managers Multi-Strategy Fund
JPMorgan Trust II
o JPMorgan Arizona Municipal Bond Fund
o JPMorgan Core Bond Fund
o
JPMorgan Equity Income Fund
o JPMorgan Equity Index Fund
o JPMorgan
Government Bond Fund
o JPMorgan U.S. Government Money Market Fund
o
JPMorgan High Yield Bond Fund
o JPMorgan Core Plus Bond Fund
o JPMorgan
Intermediate Bond Fund
o JPMorgan International Equity Index Fund
o
JPMorgan Intrepid Mid Cap Fund
o JPMorgan Investor Balanced Fund
o
JPMorgan Investor Conservative Growth Fund
o JPMorgan Investor Growth &
Income Fund
o JPMorgan Investor Growth Fund
o JPMorgan Kentucky
Municipal Bond Fund
o JPMorgan Large Cap Growth Fund
o JPMorgan Large
Cap Value Fund
o JPMorgan Louisiana Municipal Bond Fund
o JPMorgan
Multi-Cap Market Neutral Fund
o JPMorgan Michigan Municipal Bond Fund
o
JPMorgan Michigan Municipal Money Market Fund
o JPMorgan Diversified Mid Cap
Growth Fund
o JPMorgan Diversified Mid Cap Value Fund
o JPMorgan
Mortgage-Backed Securities Fund
o JPMorgan Municipal Income Fund
o
JPMorgan Municipal Money Market Fund
o JPMorgan Ohio Municipal Bond Fund
o JPMorgan Ohio Municipal Money Market Fund
o JPMorgan Liquid Assets
Money Market Fund
o JPMorgan Short Duration Bond Fund
o JPMorgan Short
Intermediate Municipal Bond Fund
o JPMorgan Small Cap Growth Fund
o
JPMorgan Small Cap Value Fund
o JPMorgan Strategic Small Cap Value Fund
o JPMorgan Tax Free Bond Fund
o JPMorgan Treasury & Agency Fund
o JPMorgan U.S. Treasury Plus Money Market Fund
o JPMorgan Ultra Short
Duration Bond Fund
o JPMorgan West Virginia Municipal Bond Fund
o
JPMorgan U.S. Real Estate Fund
o
JPMorgan Insurance Trust Balanced Portfolio
o JPMorgan Insurance Trust Core
Bond Portfolio
o JPMorgan Insurance Trust U.S. Equity Portfolio
o
JPMorgan Insurance Trust Intrepid Mid Cap Portfolio
o JPMorgan Insurance
Trust Equity Index Portfolio
o JPMorgan Insurance Trust Government Bond
Portfolio
o JPMorgan Insurance Trust Intrepid Growth Portfolio
o
JPMorgan Insurance Trust Diversified Mid Cap Growth Portfolio
o JPMorgan
Insurance Trust Mid Cap Value Portfolio
o JPMorgan Insurance Trust Small Cap
Core Portfolio
o JPMorgan Insurance Trust International Equity Portfolio
o
JPMorgan Ultra Short-Term Bond Trust
o JPMorgan Short-Term Bond Trust
o
JPMorgan Intermediate Bond Trust
o JPMorgan Core Bond Trust
o JPMorgan
Equity Index Trust
JPMorgan Institutional Trust
J.P. Morgan Fleming Mutual Fund Group, Inc.
J.P. Morgan Mutual Fund Group
J.P. Morgan Mutual Fund Investment Trust
JPMorgan Insurance Trust
JPMorgan Trust I
JPMorgan Trust II
UM Investment Trust
Undiscovered Managers Funds
SCHEDULE B
List of Accounts
ACCOUNT NUMBER
ACCOUNT TITLE
Boston Financial Data Services as Agent for JPMorgan Clearing Account
Boston Financial Data Services as Agent for JPMorgan Funds WDC Teltran
BFDS as Agent for JPMorgan Funds for the One Hour Wire Redemption ACCT
BFDS as Agent for JPMorgan Funds Wire Redemption ACCT
Boston Financial Data Services Inc as Agent for JPMorgan Wire Purchase Account
Boston Financial Data Services as Agent for JPMorgan Check Redemption ACCT
Boston Financial Data Services as AGT for JPMorgan NSCC AC
Boston Financial Data Services as Agent for JPMorgan Dividend AC
Boston Financial Data Services as Agent for JPMorgan 12B-1
Boston Financial Data Services as Agent for JPMorgan TS Link Redemption Account
Boston Financial Data Services Inc as Agent for JPMorgan TS Link Purchase Account
Boston Financial Data Services Inc as Agent for Multi Strategy Sweep Account
Boston Financial Data Services Inc as Agent for Multi Strategy Clearing Account
Boston Financial Data Systems as Agent for JPMorgan ACH ACCT
Boston Financial Data Systems as Agent for JPMorgan Sweep Account
(STP+)
Set up Fee
US$*
(STP+)
Fees
per Day)
per Day)
per Day)
Period End
(Revised February 1, 2010)
JPMorgan
Asset Management
JPMorgan
Asset Management
JPMorgan
Asset Management
JPMorgan
Asset Management
JPMorgan
Asset Management
JPMorgan
Asset Management
JPMorgan
Asset Management
JPMorgan
Asset Management
JPMorgan
Asset Management
JPMorgan
Asset Management
JP Morgan Trust II
Undiscovered Managers Funds
J.P. Morgan Mutual Fund Group
J.P. Morgan Fleming Mutual Fund Group, Inc.
JPMorgan Institutional Trust
J.P. Morgan Mutual Fund Investment Trust
JPMorgan Insurance Trust
Pacholder High Yield Fund, Inc.
UM Investment Trust
(each, a Trust)
JP Morgan Trust II
Undiscovered Managers Funds
J.P. Morgan Mutual Fund Group
J.P. Morgan Fleming Mutual Fund Group, Inc.
JPMorgan Institutional Trust
J.P. Morgan Mutual Fund Investment Trust
JPMorgan Insurance Trust
Pacholder High Yield Fund, Inc.
UM Investment Trust
(each, a Trust)