AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON September 1, 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. 32 |
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.
1111 Polaris Parkway
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.
Part A & B
This filing supplements the Confidential Offering Memorandum and Confidential Offering Memorandum Supplement of the Registrant dated June 28, 2016, filed as Amendment No. 31 and as supplemented June 28, 2016 to the Registrant’s Registration Statement on Form N-1A (SEC File No. 811-21638) which is incorporated by reference.
JPMORGAN INSTITUTIONAL TRUST
JPMorgan Equity Index Trust
(a series of JPMorgan Institutional Trust)
Supplement dated September 1, 2016 to the
Confidential Offering Memorandum and Confidential Offering Memorandum
Supplement dated June 28, 2016, as supplemented
NOTICE OF LIQUIDATION OF THE JPMORGAN EQUITY INDEX TRUST. The Board of Trustees of the JPMorgan Equity Index Trust (the “Fund”) has approved the liquidation and dissolution of the Fund on or about November 1, 2016 (the “Liquidation Date”). Effective immediately, the Fund may depart from its stated investment objective and strategies as it increases its cash holdings in preparation for its liquidation. On the Liquidation Date, the Fund shall distribute pro rata to its shareholders of record all of the assets or the value of such assets of the Fund in complete cancellation and redemption of all of the outstanding shares of beneficial interest, except for proceeds from certain securities that cannot be liquidated on the Liquidation Date, cash, bank deposits or cash equivalents in an estimated amount necessary to (i) discharge any unpaid liabilities and obligations of the Fund on the Fund’s books on the Liquidation Date, including, but not limited to, income dividends and capital gains distributions, if any, payable through the Liquidation Date, and (ii) pay such contingent liabilities as the officers of the Fund deem appropriate subject to ratification by the Board. Capital gain distributions, if any, may be paid on or prior to the Liquidation Date. A portion of the liquidating distribution, including redemption proceeds received after the adoption of the plan of liquidation, will be designated as a dividend to investors. Further information on such amount will be provided after the liquidation.
PURCHASES OF FUND SHARES ARE NO LONGER BEING ACCEPTED.
INVESTORS SHOULD RETAIN THIS SUPPLEMENT
WITH THE CONFIDENTIAL OFFERING MEMORANDUM AND
CONFIDENTIAL OFFERING MEMORANDUM SUPPLEMENT FOR FUTURE REFERENCE
SUP-INSTT-LIQ-916
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 No. 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 No. 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) Form of Schedule A to the Investment Advisory Agreement (amended as of May 18, 2016). Incorporated herein by reference to Amendment No. 31 to the Registrant’s Registration Statement filed on June 28, 2016.
(e) Not applicable.
(f) Deferred Compensation Plan for Eligible Trustees of the Trust. Incorporated herein by reference to Amendment No. 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 May 18, 2016. Incorporated herein by reference to Amendment No. 31 to the Registrant’s Registration Statement filed on June 28, 2016.
(g) (1) (c) Amendment to the Amended and Restated Global Custody & Fund Accounting Agreement, dated December 1, 2013. Incorporated herein by reference to Amendment No. 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 No. 24 to the Registrant’s Registration Statement filed on December 29, 2014.
(g) (1) (e) Joinder and Amendment, dated December 1, 2015, including Schedule A, to Amended and Restated Global Custody and Fund Accounting Agreement dated September 1, 2004. Incorporated herein by reference to Amendment No. 31 to the Registrant’s Registration Statement filed on June 28, 2016.
(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 No. 24 to the Registrant’s Registration Statement filed on December 29, 2014.
(h)(1)(a) Form of Amended Appendix A, dated as of May 18, 2016, 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 No. 31 to the Registrant’s Registration Statement filed on June 28, 2016.
(h) (1) (b) Form of Amendment to Amended and Restated Transfer Agency Agreement between the Trust and BFDS, dated November 11, 2015. Incorporated herein by reference to Amendment No. 31 to the Registrant’s Registration Statement filed on June 28, 2016.
(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) (2) (c) Amendment dated April 1, 2016, to Administration Agreement. Incorporated herein by reference to Amendment No. 31 to the Registrant’s Registration Statement filed on June 28, 2016.
(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 No. 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 No. 18 to the Registrant’s Registration Statement filed on June 28, 2011.
(h) (6) Form of Fee Waiver Agreement, dated June 28, 2016. Incorporated herein by reference to Amendment No. 31 to the Registrant’s Registration Statement filed on June 28, 2016.
(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 No. 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 No. 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 No. 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 No. 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. Incorporated herein by reference to Amendment No. 31 to the Registrant’s Registration Statement filed on June 28, 2016.
(2) Code of Ethics of JPMAM, including JPMIM, (Effective February 1, 2005, Revised March 31, 2016). Incorporated herein by reference to Amendment No. 31 to the Registrant’s Registration Statement filed on June 28, 2016.
(99) (a) Powers of Attorney for the Trustees. Incorporated herein by reference to Amendment No. 31 to the Registrant’s Registration Statement filed on June 28, 2016.
(99) (b) Power of Attorney for Brian S. Shlissel. Filed herewith.
(99) (c) Power of Attorney for Laura M. Del Prato. Incorporated herein by reference to Amendment No. 31 to the Registrant’s Registration Statement filed on June 28, 2016.
| 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 Columbus, State of Ohio on the 1st day of September, 2016.
| JPMorgan Institutional Trust | ||
| By: | BRIAN S. SHISSEL* | |
| Brian S. Shissel | ||
| 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 September 1, 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* |
BRIAN S. SHISSEL* | |||||
| Laura M. Del Prato | Brian S. Shissel | |||||
| Treasurer and Principal Financial Officer | President & Principal Executive Officer | |||||
| * By |
/S/ JESSICA K. DITULLIO |
|||||
| Jessica K. Ditullio | ||||||
| Attorney-in-fact | ||||||
Exhibit Index
| (99)(b) |
Power of Attorney for Brian S. Shlissel | |
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/ Brian S. Shlissel Brian S. Shlissel |
Dated: July 5 , 2016 | |||