AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON September 21, 2018
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 | ☒ | |||
| AMENDMENT No. 36 |
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
Gregory S. Samuels, Esq.
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
(Name and Address of Agent for Service)
Copies to:
Zach Vonnegut-Gabovitch, Esq.
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017
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 dated June 28, 2018, as supplemented June 28, 2018, filed as Amendment No. 35 to the Registrant’s Registration Statement on Form N-1A (SEC File No. 811-21638) and incorporates by reference the Confidential Offering Memorandum Supplement dated June 28, 2018, as supplemented June 28, 2018, as Amendment No. 35 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
Supplement dated September 21, 2018
to the Confidential Offering Memorandum dated June 28, 2018
Effective September 24, 2018, the eighth through tenth paragraphs of the “Subscribing for and Purchasing and Redeeming Fund Shares – PURCHASING FUND SHARES – How much do shares cost?” section of the Confidential Offering Memorandum will be deleted and replaced with the following:
Options traded on U.S. securities exchanges are valued at the composite mean price, using the National Best Bid and Offer quotes.
Options traded on foreign 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 the Fund’s NAV and will be fair valued by applying fair value factors 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 are valued at the last sale price available prior to the calculation of the Fund’s NAV. 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 factors provided by independent pricing services, as applicable.
INVESTORS SHOULD RETAIN THIS SUPPLEMENT
WITH THE CONFIDENTIAL OFFERING MEMORANDUM FOR FUTURE REFERENCE
SUP-INSTI-918
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 August 14, 2018). 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 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 August 14, 2018, to the Amended and Restated Transfer Agency Agreement between the Trust and Boston Financial Data Services, Inc. (“BFDS”) dated September 1, 2014. Filed herewith.
(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, 2018. Incorporated herein by reference to Amendment 35 to the Registrant’s Registration Statement filed on June 28, 2018.
(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. 34 to the Registrant’s Registration Statement filed on June 20, 2018.
(99) (b) Power of Attorney for Brian S. Shlissel. Incorporated herein by reference to Amendment No. 34 to the Registrant’s Registration Statement filed on June 20, 2018.
(99) (c) Power of Attorney for Timothy J. Clemens. Incorporated herein by reference to Amendment No. 34 to the Registrant’s Registration Statement filed on June 20, 2018.
(99) (d) Power of Attorney for Stephen Fisher. Incorporated herein by reference to Amendment No. 34 to the Registrant’s Registration Statement filed on June 20, 2018.
| 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 New York, State of New York on the 21st day of September, 2018.
| 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 21, 2018.
| JOHN F. FINN* |
MARY E. MARTINEZ* | |||||
| John F. Finn | Mary E. Martinez | |||||
| Trustee | Trustee | |||||
| STEPHEN FISHER* |
MARILYN MCCOY* | |||||
| Stephen Fisher | Marilyn McCoy | |||||
| Trustee | Trustee | |||||
| MATTHEW GOLDSTEIN* |
MITCHELL M. MERIN* | |||||
| Matthew Goldstein | Mitchell M. Merin | |||||
| Trustee | Trustee | |||||
| DENNIS P. HARRINGTON* |
ROBERT A. ODEN, JR.* | |||||
| Dennis P. Harrington | Robert A. Oden, Jr. | |||||
| Trustee | Trustee | |||||
| FRANKIE D. HUGHES* |
MARIAN U. PARDO* | |||||
| Frankie D. Hughes | Marian U. Pardo | |||||
| Trustee | Trustee | |||||
| RAYMOND KANNER* |
JAMES J. SCHONBACHLER* | |||||
| Raymond Kanner | James J. Schonbachler | |||||
| Trustee | Trustee | |||||
| PETER C. MARSHALL |
BRIAN S. SHISSEL* | |||||
| Peter C. Marshall | Brian S. Shissel | |||||
| Trustee | President & Principal Executive Officer | |||||
| TIMOTHY J. CLEMENS* |
| |||||
| Timothy J. Clemens |
||||||
| Treasurer and Principal Financial Officer | ||||||
| * By |
/S/ ZACH VONNEGUT-GABOVITCH |
|||||
| Zach Vonnegut-Gabovitch | ||||||
| Attorney-in-fact | ||||||
Exhibit Index
| (g)(1)(b) |
Form of Amended Schedule A to the Amended and Restated Global Custody & Fund Accounting Agreement (amended as of August 14, 2018) | |
| (h)(1)(a) |
Form of Amended Appendix A, dated as of August 14, 2018, to the Amended and Restated Transfer Agency Agreement between the Trust and Boston Financial Data Services, Inc. (“BFDS”) dated September 1, 2014 | |
Schedule A
List of Entities Covered by the Global Custody and Fund Accounting Agreement
Amended as of August 14, 2018
JPMorgan Institutional Trust
JPMorgan Intermediate Bond Trust
JPMorgan Core Bond 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 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 California Municipal Money Market Fund
JPMorgan California Tax Free Bond Fund
JPMorgan China Region Fund (liquidated on October 20, 2017)
JPMorgan Commodities Strategy Fund
JPMorgan Corporate Bond Fund
JPMorgan Disciplined Equity Fund
JPMorgan Diversified Fund
JPMorgan Diversified Real Return Fund (liquidated on December 8, 2017)
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 (liquidated on October 20, 2017)
JPMorgan Emerging Markets Strategic Debt Fund
JPMorgan Equity Focus Fund
JPMorgan Trust I (continued)
JPMorgan Equity Low Volatility Income Fund (to be liquidated on or about May 31, 2018)
JPMorgan Federal Money Market Fund
JPMorgan Floating Rate Income Fund
JPMorgan Global Allocation Fund
JPMorgan Global Bond Opportunities Fund
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 (liquidated on October 20, 2017)
JPMorgan International Equity Fund
JPMorgan International Equity Income Fund
JPMorgan International Opportunities Fund (liquidated on October 2, 2017)
JPMorgan International Unconstrained Equity Fund
JPMorgan International Value Fund
JPMorgan International Value SMA Fund (to be liquidated on or about June 8, 2018)
JPMorgan Intrepid America Fund
JPMorgan Intrepid European Fund
JPMorgan Intrepid Growth Fund
JPMorgan Intrepid International Fund
JPMorgan Intrepid Sustainable Equity Fund
JPMorgan Intrepid Value Fund
JPMorgan Latin America Fund (liquidated on October 13, 2017)
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 Market Neutral Fund
JPMorgan Short Duration Core Plus Fund
JPMorgan Small Cap Core Fund
JPMorgan Small Cap Equity Fund
JPMorgan SmartAllocation Equity Fund (liquidated on November 30, 2017)
JPMorgan SmartAllocation Income Fund (liquidated on November 30, 2017)
JPMorgan SmartRetirement Income Fund
JPMorgan SmartRetirement 2020 Fund
JPMorgan Trust I (continued)
JPMorgan SmartRetirement 2025 Fund
JPMorgan SmartRetirement 2030 Fund
JPMorgan SmartRetirement 2035 Fund
JPMorgan SmartRetirement 2040 Fund
JPMorgan SmartRetirement 2045 Fund
JPMorgan SmartRetirement 2050 Fund
JPMorgan SmartRetirement 2055 Fund
JPMorgan SmartRetirement 2060 Fund
JPMorgan SmartRetirement Blend Income Fund
JPMorgan SmartRetirement Blend 2020 Fund
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 SmartRetirement Blend 2060 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 (liquidated on March 23, 2018)
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 (liquidated on December 8, 2017)
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 Trust II (continued)
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 (liquidated on March 28, 2018)
JPMorgan Municipal Income Fund
JPMorgan Municipal Money Market Fund
JPMorgan Ohio Municipal Bond Fund (liquidated on December 8, 2017)
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 (liquidated on December 8, 2017)
JPMorgan U.S. Government Money Market Fund
JPMorgan U.S. Treasury Plus Money Market Fund
Undiscovered Managers Funds
JPMorgan Realty Income Fund
Undiscovered Managers Behavioral Value Fund
JPMorgan Trust IV
JPMorgan Core Focus SMA Fund
JPMorgan Emerging Markets Research Enhanced Equity Fund
JPMorgan Equity Premium Income Fund
JPMorgan Flexible Long/Short Fund
JPMorgan High Yield Opportunities Fund
JPMorgan Institutional Tax Free Money Market Fund
JPMorgan International Hedged Equity Fund
JPMorgan Municipal SMA Fund
JPMorgan Securities Lending Money Market Fund
JPMorgan SmartSpending 2050 Fund
JPMorgan Ultra-Short Municipal Fund
JPMorgan Value Plus 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 Fleming Mutual Fund Group, Inc. | ||
| J.P. Morgan Mutual Fund Investment Trust | ||
| JPMorgan Institutional Trust | ||
| JPMorgan Insurance Trust | ||
| JPMorgan Trust IV | ||
| By: | ||
| Name: | ||
| Title: | ||
| Date: | ||
| JPMorgan Chase Bank, N.A. | ||
| By: | ||
| Name: | ||
| Title: | ||
| Date: | ||
Appendix A
Transfer Agency Agreement for
JPMorgan Funds
List of Entities Covered by the Transfer Agency Agreement
J.P. Morgan Funds Administered by JPMorgan Funds Management, Inc.
As of August 14, 2018
JPMorgan Institutional Trust – Delaware Statutory Trust
JPMorgan Intermediate Bond Trust
JPMorgan Core Bond Trust
J.P. Morgan Fleming Mutual Fund Group, Inc. – Maryland Corporation
JPMorgan Mid Cap Value Fund
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 Global Allocation Portfolio
JPMorgan Insurance Trust Income Builder 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
JPMorgan 100% U.S. Treasury Securities Money Market Fund
JPMorgan Access Balanced Fund
JPMorgan Access Growth Fund
JPMorgan California Municipal Money Market Fund
JPMorgan California Tax Free Bond Fund
JPMorgan Commodities Strategy Fund
JPMorgan Corporate Bond Fund
JPMorgan Disciplined Equity Fund
JPMorgan Diversified 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 Strategic Debt Fund
JPMorgan Equity Focus Fund
JPMorgan Federal Money Market Fund
JPMorgan Floating Rate Income Fund
JPMorgan Global Allocation Fund
JPMorgan Global Bond Opportunities Fund
JPMorgan Global Research Enhanced Index Fund
1
JPMorgan Trust I – Delaware Statutory Trust (continued)
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 Equity Fund
JPMorgan International Equity Income 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 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 Market Neutral Fund
JPMorgan Short Duration High Yield Fund
JPMorgan Small Cap Core Fund
JPMorgan Small Cap Equity Fund
JPMorgan SmartRetirement Income Fund
JPMorgan SmartRetirement 2015 Fund
JPMorgan SmartRetirement 2020 Fund
JPMorgan SmartRetirement 2025 Fund
JPMorgan SmartRetirement 2030 Fund
JPMorgan SmartRetirement 2035 Fund
JPMorgan SmartRetirement 2040 Fund
JPMorgan SmartRetirement 2045 Fund
JPMorgan SmartRetirement 2050 Fund
JPMorgan SmartRetirement 2055 Fund
JPMorgan SmartRetirement 2060 Fund
JPMorgan SmartRetirement Blend Income Fund
JPMorgan SmartRetirement Blend 2015 Fund
JPMorgan SmartRetirement Blend 2020 Fund
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 SmartRetirement Blend 2060 Fund
2
JPMorgan Trust I – Delaware Statutory Trust (continued)
JPMorgan Strategic Income Opportunities Fund
JPMorgan Systematic Alpha Fund
JPMorgan Tax Aware Equity Fund
JPMorgan Tax Aware High Income Fund1
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 U.S. Equity Fund
JPMorgan U.S. Large Cap Core Plus Fund
JPMorgan U.S. Small Company Fund
JPMorgan Unconstrained Debt Fund
JPMorgan Value Advantage Fund
JPMorgan Trust II – Delaware Statutory Trust
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 Municipal Income Fund
JPMorgan 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 U.S. Government Money Market Fund
JPMorgan U.S. Treasury Plus Money Market Fund
JPMorgan Trust III – Delaware Statutory Trust
JPMorgan Multi-Manager Alternatives Fund
| 1 | To be renamed JPMorgan High Yield Municipal Fund on or about 11/1/18. |
3
JPMorgan Trust IV – Delaware Statutory Trust
JPMorgan Core Focus SMA Fund
JPMorgan Emerging Markets Research Enhanced Equity Fund
JPMorgan Equity Premium Income Fund
JPMorgan Flexible Long/Short Fund
JPMorgan High Yield Opportunities Fund
JPMorgan Institutional Tax Free Money Market Fund
JPMorgan International Hedged Equity Fund
JPMorgan Multi-Manager Long/Short Fund 2
JPMorgan Municipal SMA Fund
JPMorgan Securities Lending Money Market Fund
JPMorgan SmartSpending 2050 Fund
JPMorgan Ultra-Short Municipal Fund
JPMorgan Value Plus Fund
Undiscovered Managers Funds – Massachusetts Business Trust
JPMorgan Realty Income Fund
Undiscovered Managers Behavioral Value Fund
| 2 | DST Asset Manager Solutions, Inc. is not responsible for providing any services to any Fund until a Fund has been seeded and launched. |
4
This Appendix A supersedes and replaces any previously executed Appendix A between the parties.
* * * * * *
| JPMorgan Trust I | ||||||||
| JPMorgan Trust II | ||||||||
| JPMorgan Trust III | ||||||||
| JPMorgan Trust IV | ||||||||
| Undiscovered Managers Funds | ||||||||
| J.P. Morgan Fleming Mutual Fund Group, Inc. | ||||||||
| J.P. Morgan Mutual Fund Investment Trust | ||||||||
| JPMorgan Institutional Trust | ||||||||
| JPMorgan Insurance Trust | DST Asset Manager Solutions, Inc. | |||||||
| By: |
By: |
|||||||
| Name: |
Name: |
|||||||
| Title: |
Title: |
|||||||
5