AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON March 8, 2016
File No. 811-21638
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
| THE INVESTMENT COMPANY ACT OF 1940 | x | |||
| AMENDMENT No. 29 |
JPMORGAN INSTITUTIONAL TRUST
(Exact Name of Registrant as Specified in Charter)
270 Park Avenue
New York, New York 10017
(Address of Principal Executive Offices)
Registrant’s Telephone Number, including Area Code 800-343-1113
Frank J. Nasta, Esq.
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
(Name and Address of Agent for Service)
Copies to:
Jessica K. Ditullio, Esq.
JPMorgan Chase & Co.
460 Polaris Parkway
Westerville, Ohio 43082
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.
Part A & B
This filing supplements the Confidential Offering Memorandum and the Confidential Offering Memorandum Supplement, both dated December 29, 2015 as supplemented, filed as Amendment No. 28 to the
Registrant’s Registration Statement on Form N-1A (SEC File No.
811-21638).
JPMORGAN INSTITUTIONAL TRUST
JPMorgan Intermediate Bond Trust
JPMorgan Core Bond Trust
JPMorgan Equity Index Trust
Supplement dated March 8, 2016 to the Confidential Offering Memorandum and Confidential Offering Memorandum Supplement both dated June 26, 2015, as supplemented December 29, 2015
Effective April 1, 2016, JPMorgan Funds Management, Inc., the Funds’ administrator, will be merged with and into J.P. Morgan Investment Management Inc. As a result of this action, all references to JPMorgan Funds Management, Inc. will be replaced with J.P. Morgan Investment Management Inc. in the Confidential Offering Memorandum and Confidential Offering Memorandum Supplement
Confidential Offering Memorandum: In addition, effective March 1, 2016, in the “Subscribing for and Purchasing and Redeeming Fund Shares” section of the Confidential Offering Memorandum, the fourth through twelfth paragraphs in the “How much do shares cost?” section are replaced with the following language:
Equity securities listed on a North American, Central American, South American or Caribbean securities exchange are generally valued at the last sale price on the exchange on which the security is principally traded. Other foreign equity securities are fair valued using quotations from an independent pricing service, as applicable. The value of securities listed on the NASDAQ Stock Market, Inc. is generally the NASDAQ official closing price.
Fixed income securities are valued using prices supplied by an approved independent third party or affiliated pricing services or broker/dealers. Those prices are determined using a variety of inputs and factors as more fully described in the Statement of Additional Information.
Assets and liabilities initially expressed in foreign currencies are converted into U.S. dollars at the prevailing market rates from an approved independent pricing service as of 4:00 p.m. ET.
Shares of ETFs are generally valued at the last sale price on the exchange on which the ETF is principally traded. Shares of open-end investment companies are valued at their respective NAVs.
Options (e.g., on stock indices or equity securities) traded on U.S. equity securities exchanges are valued at the composite mean price, using the National Best Bid and Offer quotes at the close of options trading on such exchanges.
Options traded on foreign exchanges or U.S. commodity exchanges are valued at the settled price, or if no settled price is available, at the last sale price available prior to the calculation of a Fund’s NAV and will be fair valued by applying fair value factor provided by independent pricing services, as applicable, for any options involving equity reference obligations listed on exchanges other than North American, Central American, South American or Caribbean securities exchanges.
Exchange traded futures (e.g., on stock indices, debt securities or commodities) are valued at the settled price, or if no settled price is available, at the last sale price as of the close of the exchanges on which they trade. Any futures involving equity reference obligations listed on exchanges other than North American, Central American, South American or Caribbean securities exchanges will be fair valued by applying fair value factor provided by independent pricing services, as applicable.
Non-listed over-the-counter options and futures are valued utilizing market quotations provided by approved pricing services.
Swaps and structured notes are priced generally by an approved independent third party or affiliated pricing service or at an evaluated price provided by a counterparty or broker/dealer.
Any derivatives involving equity reference obligations listed on exchanges other than North American, Central American, South American or Caribbean securities exchanges will be fair valued by applying fair value factor provided by independent pricing services, as applicable.
SUP-INSTI-316
Confidential Offering Memorandum Supplement. In addition, effective March 1, 2016, in the “Valuation” section of the Confidential Offering Memorandum Supplement, the eighth through twelfth paragraphs are replaced with the following language:
Options (e.g., on stock indices or equity securities) traded on U.S. equity securities exchanges are valued at the composite mean price, using the National Best Bid and Offer quotes at the close of options trading on such exchanges.
Options traded on foreign exchanges or U.S. commodity exchanges are valued at the settled price, or if no settled price is available, at the last sale price available prior to the calculation of a Fund’s NAV and will be fair valued by applying fair value factor provided by independent pricing services, as applicable, for any options involving equity reference obligations listed on exchanges other than North American, Central American, South American or Caribbean securities exchanges.
Exchange traded futures (e.g., on stock indices, debt securities or commodities) are valued at the settled price, or if no settled price is available, at the last sale price as of the close of the exchanges on which they trade. Any futures involving equity reference obligations listed on exchanges other than North American, Central American, South American or Caribbean securities exchanges will be fair valued by applying fair value factor provided by independent pricing services, as applicable.
Non-listed over-the-counter options and futures are valued utilizing market quotations provided by approved pricing services.
Swaps and structured notes are priced generally by an approved independent third party or affiliated pricing service or at an evaluated price provided by a counterparty or broker/dealer.
Any derivatives involving equity reference obligations listed on exchanges other than North American, Central American, South American or Caribbean securities exchanges will be fair valued by applying fair value factor provided by independent pricing services, as applicable.
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE CONFIDENTIAL OFFERING MEMORANDUM AND THE CONFIDENTIAL OFFERING MEMORANDUM SUPPLEMENT FOR FUTURE REFERENCE
JPMORGAN INSTITUTIONAL TRUST
JPMorgan Core Bond Trust
(the Fund)
Supplement dated March 8, 2016 to the
Confidential Offering Memorandum and Confidential Offering Memorandum Supplement
dated June 26, 2015, as supplemented December 29, 2015
Upcoming Portfolio Manager Changes. Christopher Nauseda will be retiring from J.P. Morgan Investment Management Inc. (“JPMIM”) on July 1, 2016. Mr. Nauseda will continue to serve on the portfolio management team for the Fund until April 15, 2016 (the “Effective Date”). On the Effective Date, all references to Mr. Nauseda are hereby deleted from the Fund’s Confidential Offering Memorandum and Confidential Offering Memorandum Supplement. There are no other changes to the portfolio management team and the Fund will continue to be managed by Barbara Miller and Richard Figuly.
SUP-INSTI-PM-316
PART C: OTHER INFORMATION
| Item 23. | Exhibits |
Exhibits filed pursuant to Form N-1A:
(a) (1) Certificate of Trust is incorporated by reference to Registrant’s Initial Registration Statement on Form N-1A, SEC File No. 811-21638.
(a) (2) Declaration of Trust, dated September 14, 2004 (amended May 14, 2014). Incorporated herein by reference to Amendment 22 to the Registrant’s Registration Statement filed on June 27, 2014.
(a) (3) Schedule A to the Declaration of Trust. Incorporated herein by reference to Amendment No. 12 to Registrant’s Registration Statement filed on June 26, 2009.
(b) (1) By-Laws of JPMorgan Institutional Trust, as Amended and Restated August 20, 2014. Incorporated herein by reference to Amendment 23 to the Registrant’s Registration Statement filed on September 15, 2014.
(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 Registrant’s 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. Incorporated herein by reference to Amendment 22 to the Registrant’s Registration Statement filed on June 27, 2014.
(g) (1) (a) Amended and Restated Global Custody and Fund Accounting Agreement dated September 1, 2010 between JPMorgan Chase Bank, N.A. and the entities named on Schedule A. Incorporated herein by reference to Amendment No. 17 to the Registrant’s Registration Statement filed on January 12, 2011.
(g) (1) (b) Form of Amended Schedule A to the Amended and Restated Global Custody & Fund Accounting Agreement (amended as of February 24, 2016. Filed herewith.
(g) (1) (c) Amendment to the Amended and Restated Global Custody & Fund Accounting Agreement, dated December 1, 2013. Incorporated herein by reference to Amendment 22 to the Registrant’s Registration Statement filed on June 27, 2014.
(g) (1) (d) Amendment to the Amended and Restated Global Custody & Fund Accounting Agreement, dated September 1, 2014. Incorporated herein by reference to Amendment 24 to the Registrant’s Registration Statement filed on December 29, 2014.
(h) (1) Amended and Restated Transfer Agency Agreement between the Trust and Boston Financial Data Services, Inc. (“BFDS”), effective September 1, 2014. Incorporated herein by reference to Amendment 24 to the Registrant’s Registration Statement filed on December 29, 2014.
(h) (1) (a) Form of Amended Appendix A, dated as of November 11, 2015, to the Amended and Restated Transfer Agency Agreement between the Trust and Boston Financial Data Services, Inc. (“BFDS”) dated September 1, 2014. Incorporated herein by reference to Amendment 28 to the Registrant’s Registration Statement filed on December 29, 2015.
(h) (1) (b) Form of Amendment to the Amended and Restated Transfer Agency Agreement between the Trust and BFDS, dated November 11, 2015. Incorporated herein by reference to Amendment 28 to the Registrant’s Registration Statement filed on December 29, 2015.
(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 Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s Registration Statement filed on March 10, 2010.
(h) (5) (a) Amendment to Securities Lending Agreement effective March 1, 2011 between Registrant and JPMorgan Chase Bank, N.A. Incorporated herein by reference to Amendment 18 to the Registrant’s Registration Statement filed on June 28, 2011.
(h) (6) Form of Fee Waiver Agreement, dated June 26, 2015. Incorporated herein by reference to Amendment No. 25 to the Registrant’s Registration Statement filed on June 26, 2015.
(h) (7) Amended and Restated Securities Lending Agency Agreement, effective March 1, 2011, between the Registrant and The Goldman Sachs Bank USA. Incorporated herein by reference to Amendment 18 to the Registrant’s Registration Statement filed on June 28, 2011.
(h) (7) (a) Schedule 2, revised February 1, 2012, to the Amended and Restated Securities Lending Agency Agreement between the Registrant and The Goldman Sachs Bank USA. Incorporated herein by reference to Amendment 20 to the Registrant’s Registration Statement filed on January 23, 2013.
(h) (7) (b) Schedule A to the Amended and Restated Securities Lending Agency Agreement between the Registrant and The Goldman Sachs Bank USA. Incorporated herein by reference to Amendment 20 to the Registrant’s Registration Statement filed on January 23, 2013.
(h) (8) Amended and Restated Third Party Securities Lending Agreement, effective March 1, 2011, between the Registrant, The Goldman Sachs Bank USA, and JPMorgan Chase Bank, N.A. Incorporated herein by reference to Amendment 18 to the Registrant’s Registration Statement filed on June 28, 2011.
(i) Not applicable.
(j) Not applicable.
(k) Not applicable.
(l) Not applicable.
(m) Not applicable.
(n) Not applicable.
(o) Reserved.
(p) Codes of Ethics.
(1) Code of Ethics of Trust (as updated February 25, 2014). Incorporated herein by reference to Amendment 22 to the Registrant’s Registration Statement filed on June 27, 2014.
(2) Code of Ethics of JPMAM, including JPMIM, (Effective February 1, 2005, Revised July 11, 2014). Incorporated herein by reference to Amendment No. 25 to the Registrant’s Registration Statement filed on June 26, 2015.
(99) (a) Powers of Attorney for the Trustees. Incorporated herein by reference to Amendment No. 25 to the Registrant’s Registration Statement filed on June 26, 2015.
(99) (b) Power of Attorney for Robert L. Young. Filed herewith.
(99) (c) Power of Attorney for Laura M. Del Prato. 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 Trust’s Declaration of Trust provides that, subject to the exceptions and limitations contained in the Trust’s 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 Trust’s 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 Trust’s 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 Registrant’s administrator, at 1111 Polaris Parkway, Columbus, Ohio 43240 and 270 Park Avenue, New York, New York 10017; JPMorgan Chase Bank, the Registrant’s custodian at 270 Park Avenue, New York, NY 10017; J.P. Morgan Investment Management Inc., the Registrant’s investment adviser, at 270 Park Avenue, New York, NY 10017; Boston Financial Data Services, Inc., the Registrant’s transfer agent, at 2000 Crown Colony, Quincy, MA 02169.
| 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 Westerville, State of Ohio on the 8th day of March, 2016.
| JPMorgan Institutional Trust | ||
| By: | ROBERT L. YOUNG* | |
| Robert L. Young | ||
| President & Principal Executive Officer | ||
This amendment to the Registration Statement of the Registrant has been signed below by the following persons in the capacities indicated on March 8, 2016.
| JOHN F. FINN* |
MARILYN MCCOY* | |||||
| John F. Finn | Marilyn McCoy | |||||
| Trustee | Trustee | |||||
| MATTHEW GOLDSTEIN* |
MITCHELL M. MERIN* | |||||
| Matthew Goldstein | Mitchell M. Merin | |||||
| Trustee | Trustee | |||||
| ROBERT J. HIGGINS* |
ROBERT A. ODEN, JR.* | |||||
| Robert J. Higgins | Robert A. Oden, Jr. | |||||
| Trustee | Trustee | |||||
| FRANKIE D. HUGHES* |
MARIAN U. PARDO* | |||||
| Frankie D. Hughes | Marian U. Pardo | |||||
| Trustee | Trustee | |||||
| PETER C. MARSHALL* |
FREDERICK W. RUEBECK* | |||||
| Peter C. Marshall | Frederick W. Ruebeck. | |||||
| Trustee | Trustee | |||||
| MARY E. MARTINEZ* |
JAMES J. SCHONBACHLER* | |||||
| Mary E. Martinez | James J. Schonbachler | |||||
| Trustee | Trustee | |||||
| LAURA M. DEL PRATO* |
ROBERT L. YOUNG* | |||||
| Laura M. Del Prato | Robert L. Young | |||||
| Treasurer and Principal Financial Officer | President & Principal Executive Officer | |||||
| * By |
/S/ JESSICA K. DITULLIO |
|||||
| Jessica K. Ditullio | ||||||
| Attorney-in- fact | ||||||
Exhibit Index
(g) (1) (b) Form of Amended Schedule A to the Amended and Restated Global Custody and Fund Accounting Agreement (amended as of February 24, 2016)
(99) (b) Power of Attorney for Robert L. Young
(99) (c) Power of Attorney for Laura M. Del Prato
Schedule A
List of Entities Covered by the Global Custody and Fund Accounting Agreement
Amended as of February 24, 2016
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 Investment Trust
JPMorgan Growth Advantage Fund
JPMorgan Insurance Trust
JPMorgan Insurance Trust Core Bond Portfolio
JPMorgan Insurance Trust Global Allocation Portfolio
JPMorgan Insurance Trust Income Builder Portfolio
JPMorgan Insurance Trust Intrepid Mid Cap 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
JPMorgan 100% U.S. Treasury Securities Money Market Fund
JPMorgan Access Balanced Fund
JPMorgan Access Growth Fund
JPMorgan Asia Pacific Fund (to be liquidated on or about 4/6/16)
JPMorgan California Municipal Money Market Fund
JPMorgan California Tax Free Bond Fund
JPMorgan China Region Fund
JPMorgan Commodities Strategy Fund
JPMorgan Corporate Bond Fund
JPMorgan Disciplined Equity Fund
JPMorgan Diversified Fund
JPMorgan Diversified Real Return Fund
JPMorgan Dynamic Growth Fund
JPMorgan Dynamic Small Cap Growth Fund
JPMorgan Emerging Economies Fund
JPMorgan Emerging Markets Corporate Debt Fund
JPMorgan Emerging Markets Debt Fund
JPMorgan Emerging Markets Equity Fund
JPMorgan Emerging Markets Equity Income Fund
JPMorgan Emerging Markets Local Currency Debt Fund
JPMorgan Equity Focus Fund
1
JPMorgan Trust I (continued)
JPMorgan Equity Low Volatility Income Fund
JPMorgan Federal Money Market Fund
JPMorgan Floating Rate Income Fund
JPMorgan Global Allocation Fund
JPMorgan Global Bond Opportunities Fund
JPMorgan Global Natural Resources Fund (liquidated on 12/16/15)
JPMorgan Global Research Enhanced Index Fund
JPMorgan Global Unconstrained Equity Fund
JPMorgan Growth and Income Fund
JPMorgan Hedged Equity Fund
JPMorgan Income Builder Fund
JPMorgan Income Fund
JPMorgan Inflation Managed Bond Fund
JPMorgan Intermediate Tax Free Bond Fund
JPMorgan International Discovery Fund
JPMorgan International Equity Fund
JPMorgan International Equity Income Fund
JPMorgan International Opportunities Fund
JPMorgan International Unconstrained 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 Advantage Fund
JPMorgan Intrepid Value Fund
JPMorgan Latin America Fund
JPMorgan Managed Income Fund
JPMorgan Mid Cap Equity Fund
JPMorgan New York Municipal Money Market Fund
JPMorgan New York Tax Free Bond Fund
JPMorgan Opportunistic Equity Long/Short Fund
JPMorgan Prime Money Market Fund
JPMorgan Research Equity Long/Short Fund
JPMorgan Research Market Neutral Fund
JPMorgan Short Duration High Yield Fund
JPMorgan Small Cap Core Fund
JPMorgan Small Cap Equity Fund
JPMorgan SmartAllocation Equity Fund
JPMorgan SmartAllocation Income Fund
JPMorgan SmartRetirement Blend Income Fund
JPMorgan SmartRetirement Blend 2015 Fund
JPMorgan SmartRetirement Blend 2020 Fund
2
JPMorgan Trust I (continued)
JPMorgan SmartRetirement Blend 2025 Fund
JPMorgan SmartRetirement Blend 2030 Fund
JPMorgan SmartRetirement Blend 2035 Fund
JPMorgan SmartRetirement Blend 2040 Fund
JPMorgan SmartRetirement Blend 2045 Fund
JPMorgan SmartRetirement Blend 2050 Fund
JPMorgan SmartRetirement Blend 2055 Fund
JPMorgan Strategic Income Opportunities Fund
JPMorgan Systematic Alpha Fund
JPMorgan Tax Aware Equity Fund
JPMorgan Tax Aware High Income Fund
JPMorgan Tax Aware Income Opportunities Fund
JPMorgan Tax Aware Real Return Fund
JPMorgan Tax Aware Real Return SMA Fund
JPMorgan Tax Free Money Market Fund
JPMorgan Total Return Fund
JPMorgan Unconstrained Debt Fund
JPMorgan U.S. Dynamic Plus Fund
JPMorgan U.S. Equity Fund
JPMorgan U.S. Large Cap Core Plus Fund
JPMorgan U.S. Small Company Fund
JPMorgan Value Advantage Fund
Security Capital U.S. Core Real Estate Securities Fund
JPMorgan Trust II
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 Research Enhanced Equity 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 Enhanced Index Fund
JPMorgan Mid Cap Growth Fund
JPMorgan Mortgage-Backed Securities Fund
JPMorgan Multi-Cap Market Neutral Fund
3
JPMorgan Trust II (continued)
JPMorgan Municipal Income Fund
JPMorgan Municipal Money Market Fund
JPMorgan Ohio Municipal Bond 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. Treasury Plus Money Market Fund
UM Investment Trust
Undiscovered Managers Multi-Strategy Fund
Undiscovered Managers Funds
JPMorgan Realty Income Fund
Undiscovered Managers Behavioral Value Fund
Pacholder High Yield Fund, Inc.
JPMorgan Trust IV
JPMorgan Flexible Credit Long/Short Fund (effective upon the effectiveness of the Fund’s registration statement)
JPMorgan Ultra-Short Municipal Fund (effective upon the effectiveness of the Fund’s registration statement)
JPMorgan Value Plus Fund (effective upon the effectiveness of the Fund’s registration statement)
4
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 Fleming Mutual Fund Group, Inc. J.P. Morgan Mutual Fund Investment Trust UM Investment Trust JPMorgan Institutional Trust JPMorgan Insurance Trust Pacholder High Yield Fund, Inc. JPMorgan Trust IV |
| By: |
| |
| Name: |
| |
| Title: |
| |
| Date: |
| |
| JPMorgan Chase Bank, N.A. | ||
| By: |
| |
| Name: |
| |
| Title: |
| |
| Date: |
| |
5
JPMorgan Trust I
JPMorgan Trust II
JPMorgan Trust III
JPMorgan Trust IV
Undiscovered Managers Funds
J.P. Morgan Fleming Mutual Fund Group, Inc.
JPMorgan Institutional Trust
J.P. Morgan Mutual Fund Investment Trust
JPMorgan Insurance Trust
J.P. Morgan Access Multi-Strategy Fund, L.L.C.
J.P. Morgan Access Multi-Strategy Fund II
Pacholder High Yield Fund, Inc.
(each, a “Trust”)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints Frank J. Nasta, Laura M. Del Prato, Jessica K. Ditullio, Elizabeth A. Davin, John T. Fitzgerald, Pamela L. Woodley, Gregory S. Samuels and Carmine Lekstutis, and each of them, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such attorney-in-fact in such attorney-in-fact’s name, place and stead, to sign any and all registration statements, including registration statements on Form N-1A, Form N-2 and Form N-14, 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 might or could do in person in his capacity as an 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/ Robert L. Young |
||||
| Robert L. Young | Dated: February 18, 2016 |
JPMorgan Trust I
JPMorgan Trust II
JPMorgan Trust IV
Undiscovered Managers Funds
J.P. Morgan Fleming Mutual Fund Group, Inc.
JPMorgan Institutional Trust
J.P. Morgan Mutual Fund Investment Trust
J.P. Morgan Access Multi-Strategy Fund, L.L.C.
J.P. Morgan Access Multi-Strategy Fund II
JPMorgan Insurance Trust
Pacholder High Yield Fund, Inc.
(each, a “Trust”)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints Frank J. Nasta, Robert L. Young, Jessica K. Ditullio, Elizabeth A. Davin, John T. Fitzgerald, Pamela L. Woodley, Gregory S. Samuels and Carmine Lekstutis, and each of them, as 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-fact’s name, place and stead, to sign any and all registration statements, including registration statements on Form N-1A, Form N-2 and Form N-14, 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 she might or could do in person in her capacity as an 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/ Laura M. Del Prato |
||||
| Laura M. Del Prato | Dated: February 18, 2016 |