UNDER
THE INVESTMENT COMPANY ACT OF 1940 |
☒ |
Amendment No. 41 |
JPMORGAN INSTITUTIONAL TRUST
JPMorgan Intermediate Bond Trust
JPMorgan Core Bond Trust
(each, a Fund and collectively, the Funds)
Supplement dated September 18, 2019
to the Confidential Offering Memorandum dated June 28, 2019
Effective immediately, the last paragraph of the Risk/Return Summary What are the Funds main investment strategies? section for each Fund is hereby deleted and replaced with the following to provide information on how the adviser integrates environmental, social and governance factors into each Funds investment process:
The adviser buys and sells securities and investments for the Fund based on its view of individual securities and market sectors. Taking a long-term approach, the adviser looks for individual fixed income investments that it believes will perform well over market cycles. The adviser is value oriented and makes decisions to purchase and sell individual securities and instruments after performing a risk/reward analysis that includes an evaluation of interest rate risk, credit risk, duration, liquidity, legal provisions and the structure of the transaction. As part of its security selection process, the adviser also evaluates whether environmental, social and governance factors could have a material negative or positive impact on the cash flows or risk profiles of many companies in the universe in which the Fund may invest. These determinations may not be conclusive and securities of issuers that may be negatively impacted by such factors may be purchased and retained by the Fund while the Fund may divest or not invest in securities of issuers that may be positively impacted by such factors.
In addition, the sixth paragraph of the More About the Funds Additional Information About the Funds Investment Strategies Intermediate Bond Trust section and the fourth paragraph of the More About the Funds Additional Information About the Funds Investment Strategies Core Bond Trust section are hereby deleted and replaced with the following:
The adviser buys and sells securities and investments for the Fund based on its view of individual securities and market sectors. Taking a long-term approach, the adviser looks for individual fixed income investments that it believes will perform well over market cycles. The adviser is value oriented and makes decisions to purchase and sell individual securities and instruments after performing a risk/reward analysis that includes an evaluation of interest rate risk, credit risk, duration, liquidity, legal provisions and the structure of the transaction. As part of its security selection process, the adviser also evaluates whether environmental, social and governance factors could have a material negative or positive impact on the cash flows or risk profiles of many companies in the universe in which the Fund may invest. These determinations may not be conclusive and securities of issuers that may be negatively impacted by such factors may be purchased and retained by the Fund while the Fund may divest or not invest in securities of issuers that may be positively impacted by such factors.
INVESTORS SHOULD RETAIN THIS SUPPLEMENT
WITH THE CONFIDENTIAL OFFERING MEMORANDUM FOR FUTURE REFERENCE
SUP-IBTCBT-ESG-919
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 April 15, 2019. Incorporated herein by reference to Amendment No. 39 to Registrant’s Registration Statement filed on June 28, 2019. |
(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 June 25, 2019). Incorporated herein by reference to Amendment No. 39 to Registrant’s Registration Statement filed on June 28, 2019. |
(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 February 13, 2019). Incorporated herein by reference to Amendment No. 39 to Registrant’s Registration Statement filed on June 28, 2019. |
(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. |
(g)(2) | Third Party Securities Lending Rider, dated October 4, 2018 to the Amended and Restated Global Custody and Fund accounting Agreement dated September 1, 2010 among the Registrant, JPMorgan Chase Bank, N.A. and Citibank, N.A. Incorporated herein by reference to Amendment No. 39 to Registrant’s Registration Statement filed on June 28, 2019. |
(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 February 13, 2019, to the Amended and Restated Transfer Agency Agreement between the Trust and DST Asset Manager Solutions, Inc., dated September 1, 2014. Incorporated herein by reference to Amendment No. 39 to Registrant’s Registration Statement filed on June 28, 2019. |
(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) | Global Securities Lending Agency Agreement dated as of October 4, 2018, between Citibank, N.A. and Registrant. Incorporated herein by reference to Amendment No. 39 to Registrant’s Registration Statement filed on June 28, 2019. |
(h)(5)(a) | Amendment to the Global Securities Lending Agency Agreement, dated as of December 11, 2018. Incorporated herein by reference to Amendment No. 39 to Registrant’s Registration Statement filed on June 28, 2019. |
(h)(6) | Form of Fee Waiver Agreement, dated June 28, 2019. Incorporated herein by reference to Amendment No. 39 to Registrant’s Registration Statement filed on June 28, 2019. |
(h)(6)(a) | Form of Amendment to Fee Waiver Agreement, dated October 5, 2018. Incorporated herein by reference to Amendment 37 to the Registrant’s Registration Statement filed on October 5, 2018. |
(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. 40 to Registrant’s Registration Statement filed on September 4, 2019. |
(99)(b) | Power of Attorney for Brian S. Shlissel. Incorporated herein by reference to Amendment No. 40 to Registrant’s Registration Statement filed on September 4, 2019. |
(99)(c) | Power of Attorney for Timothy J. Clemens. Incorporated herein by reference to Amendment No. 40 to Registrant’s Registration Statement filed on September 4, 2019. |
Item 24. | Persons Controlled by or Under Common Control with the Registrant |
Item 25. | Indemnification |
Item 26. | Business and Other Connections of the Investment Adviser |
Item 27. | Principal Underwriter |
Item 28. | Location of Accounts and Records |
Item 29. | Management Services |
Item 30. | Undertakings |
JPMorgan Institutional Trust | |
By: | Brian
S. Shlissel* |
Name: Brian S. Shlissel | |
Title: President and Principal Executive Officer |