UNDER
THE INVESTMENT COMPANY ACT OF 1940 |
☒ |
Amendment No. 43 |
JPMORGAN INSTITUTIONAL TRUST
JPMorgan Core Bond Trust (the Fund)
Supplement dated March 3, 2020
to the Confidential Offering Memorandum Supplement
dated June 28, 2019, as supplemented
As previously announced, effective November 25, 2019, Barbara Miller has been promoted to a new role as the Global Chief Investment Officer (CIO) of Customized Bond Portfolios for J.P. Morgan Investment Management Inc. (JPMIM). In connection with Ms. Millers promotion, Richard Figuly will serve as lead portfolio manager of the Fund effective immediately. Ms. Miller will continue to serve as a portfolio manager of the Fund until March 31, 2020 to ensure a smooth transition of her responsibilities to the other members of the portfolio management team.
Effective March 31, 2020, all references to Ms. Miller are hereby removed from the Confidential Offering Memorandum Supplement.
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE
CONFIDENTIAL OFFERING MEMORANDUM SUPPLEMENT FOR FUTURE REFERENCE
SUP-CBT-PM-1119-2
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1. | bridges; |
2. | highways; |
3. | roads; |
4. | schools; |
5. | waterworks and sewer systems; and |
6. | other utilities. |
1. | refunding outstanding obligations; |
2. | obtaining funds for general operating expenses; and |
3. | obtaining funds to lend to other public institutions and facilities. |
1. | water, sewage and solid waste facilities; |
2. | qualified residential rental projects; |
3. | certain local electric, gas and other heating or cooling facilities; |
4. | qualified hazardous waste facilities; |
5. | high-speed intercity rail facilities; |
6. | governmentally-owned airports, docks and wharves and mass transportation facilities; |
7. | qualified mortgages; |
8. | student loan and redevelopment bonds; and |
9. | bonds used for certain organizations exempt from Federal income taxation. |
1. | privately operated housing facilities; |
2. | sports facilities; |
3. | industrial parks; |
4. | convention or trade show facilities; |
5. | airport, mass transit, port or parking facilities; |
6. | air or water pollution control facilities; |
7. | sewage or solid waste disposal facilities; and |
8. | facilities for water supply. |
1. | Short-term tax-exempt General Obligations Notes; |
2. | Tax Anticipation Notes; |
3. | Bond Anticipation Notes; |
4. | Revenue Anticipation Notes; |
5. | Project Notes; and |
6. | Other forms of short-term tax-exempt loans. |
• | general money market conditions; |
• | coupon rate; |
• | the financial condition of the issuer; |
• | general conditions of the municipal bond market; |
• | the size of a particular offering; |
• | the maturity of the obligations; and |
• | the rating of the issue. |
• | the interest on the bonds may become taxable, possibly retroactively from the date of issuance; |
• | the value of the bonds may be reduced; |
• | you and other Shareholders may be subject to unanticipated tax liabilities; |
• | a Fund may be required to sell the bonds at the reduced value; |
• | it may be an event of default under the applicable mortgage; |
• | the holder may be permitted to accelerate payment of the bond; and |
• | the issuer may be required to redeem the bond. |
• | limited financial resources; |
• | infrequent or limited trading; and |
• | more abrupt or erratic price movements than larger company securities. |
1. | Borrowing. The Funds may (i) borrow for non-leveraging, temporary or emergency purposes and (ii) engage in reverse repurchase agreements, make other investments or engage in other |
transactions, that may involve a borrowing, in a manner consistent with the Funds’ investment objective and program, provided that the combination of (i) and (ii) shall not exceed 33 1⁄3% of the value of the Funds’ total assets (including the amount borrowed) less liabilities (other than borrowings) or such other percentage permitted by law. Any borrowings which come to exceed this amount will be reduced in accordance with applicable law. The Funds may borrow from banks or other persons to the extent permitted by applicable law. | |
2. | Senior Securities. The Funds may not issue senior securities, except as permitted under the 1940 Act. |
3. | Underwriting. The Funds may not underwrite securities issued by other persons, except to the extent that the Funds may be deemed to be an underwriter, within the meaning of the Securities Act, in connection with the purchase and sale of its portfolio securities in the ordinary course of pursuing its investment objective, policies and program. |
4. | Purchases of Commodities. The Funds may not purchase or sell physical commodities, except that it may (i) enter into futures contracts and options thereon in accordance with applicable law and (ii) purchase or sell physical commodities if acquired as a result of ownership of securities or other instruments. The Funds will not consider stock index futures contracts, currency contracts, hybrid investments, swaps or other similar instruments to be commodities. |
5. | Loans. The Funds may not lend any security or make any loan if, as a result, more than 33 1⁄3% of its total assets would be lent to other parties. This limitation does not apply to purchases of publicly distributed or privately placed debt securities or money market instruments or to entering into repurchase agreements by the Funds. |
6. | Concentration. The Funds may not purchase the securities of any issuer if, as a result, more than 25% of the Funds’ total assets would be invested in the securities of issuers, the principal business activities of which are in the same industry, provided that this limitation does not apply to investment in obligations issued or guaranteed by the United States government, state or local governments, or their agencies or instrumentalities. |
7. | Real Estate. The Funds may not purchase or sell real estate, except that the Funds may purchase (i) securities of issuers that invest or deal in real estate, (ii) securities that are directly or indirectly secured by real estate or interests in real estate, and (iii) securities that represent interests in real estate, and the Funds may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein. In addition, the Funds may make direct investments in mortgages. |
8. | Diversification. The Funds may not, with respect to 75% of its total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other investment companies) if, as a result, (i) more than 5% of the Funds’ total assets would be invested in the securities of that issuer, or (ii) the Funds would hold more than 10% of the voting securities of any one issuer. |
Fiscal Year Ended February 28, | ||||
Fund | 2018 | 2019 | ||
Core Bond Trust | 18% | 17% | ||
Intermediate Bond Trust | 56% | 32% |
(a) | derive at least 90% of its gross income for each taxable year from (i) dividends, interest, payments with respect to certain securities loans, and gain from the sale or other disposition of stock, securities, or foreign currencies, or other income (including, but not limited to, gain from options, swaps, futures, or forward contracts) derived with respect to its business of investing in such stock, securities, or currencies and (ii) net income derived from interests in “qualified publicly traded partnerships” (“QPTPs,” defined below); |
(b) | diversify its holdings so that, at the end of each quarter of the Fund’s taxable year, (i) at least 50% of the market value of the Fund’s total assets is represented by cash and cash items, U.S. government securities, securities of other regulated investment companies, and other securities, limited in respect of any one issuer to an amount not greater than 5% of the value of the Fund’s total assets and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s total assets is invested (x) in the securities (other than cash or cash items, or securities issued by the U.S. government or other regulated investment companies) of any one issuer or of two or more issuers that the Fund controls and that are engaged in the same, similar, or related trades or businesses, or (y) in the securities of one or more QPTPs. In the case of a Fund’s investments in loan participations, the Fund shall treat both the financial intermediary and the issuer of the underlying loan as an issuer for the purposes of meeting this diversification requirement; and |
(c) | distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (as that term is defined in the Code, without regard to the deduction for dividends paid — generally, taxable ordinary income and any excess of net short-term capital gain over net long-term capital loss) and net tax-exempt interest income, for such taxable year. |
Capital
Loss Carryforward Character | ||||
Fund | Short-Term | Long-Term | ||
Core Bond Trust | $ 638 | $— | ||
Intermediate Bond Trust | 1,080 | 37 |
• | trading on the New York Stock Exchange (the “Exchange”) is broadly restricted by the applicable rules and regulations of the SEC; |
• | the Exchange is closed for other than customary weekend and holiday closing; |
• | the SEC has by order permitted such suspension; or |
• | the SEC has declared a market emergency. |
J.P. Morgan Investment Management Inc. | Investment Adviser, Current Administrator as of 4/1/16 |
J.P. Morgan Institutional Investments Inc. | Placement Agent |
JPMorgan Funds Management, Inc. | Former Administrator |
JPMorgan Chase Bank, N.A. | Custodian, Fund Accountant, and Securities Lending Agent |
Name
(Year of Birth); Positions With the Funds (Since) |
Principal
Occupations During Past 5 Years |
Number
of Funds in Fund Complex Overseen by Trustee(1) |
Other
Directorships Held Outside Funds Complex During the Past 5 Years | |||
Independent Trustees | ||||||
John
F. Finn (1947); Trustee of Trust since 2009; Trustee of heritage One Group Mutual Funds since 1998 |
Chairman, Gardner, Inc. (supply chain management company serving industrial and consumer markets) (serving in various roles 1974–present). | 127 | Director,
Greif, Inc. (GEF) (industrial package products and services) (2007–present); Trustee, Columbus Association for the Performing Arts (1988– present); Director, Cardinal Health, Inc. (CAH) (1994–2014). | |||
Stephen
P. Fisher (1959); Trustee of the Trust since 2018 |
Retired; Chairman and Chief Executive Officer, NYLIFE Distributors LLC (registered broker-dealer) (serving in various roles 2008-2013); Chairman, NYLIM Service Company LLC (transfer agent) (2008-2017); New York Life Investment Management LLC (registered investment adviser) (serving in various roles 2005-2017); Chairman, IndexIQ Advisors LLC (registered investment adviser for ETFs) (2014-2017); President, MainStay VP Funds Trust (2007-2017), MainStay DefinedTerm Municipal Opportunities Fund (2011-2017) and MainStay Funds Trust (2007-2017) (registered investment companies). | 127 | Honors Program Advisory Board Member, The Zicklin School of Business, Baruch College, The City University of New York (2017-present). |
Name
(Year of Birth); Positions With the Funds (Since) |
Principal
Occupations During Past 5 Years |
Number
of Funds in Fund Complex Overseen by Trustee(1) |
Other
Directorships Held Outside Funds Complex During the Past 5 Years | |||
Kathleen
M. Gallagher (1958); Trustee of the Trusts since 2018. |
Retired; Chief Investment Officer – Benefit Plans, Ford Motor Company (serving in various roles 1985-2016). | 127 | Non-Executive Director, Legal & General Investment Management (Holdings) (2018-present); Non-Executive Director, Legal & General Investment Management America (financial services and insurance) (2017-present); Advisory Board Member, Global Fiduciary Solutions, State Street Global Advisors (2017-present); Member, Client Advisory Council, Financial Engines, LLC (registered investment adviser) (2011-2016); Director, Ford Pension Funds Investment Management Ltd. (2007-2016). | |||
Dennis
P. Harrington (1950); Trustee of Trust since 2017 |
Retired;
Partner, Deloitte LLP (serving in various roles 1984– 2012). |
127 | None. | |||
Frankie
D. Hughes (1952); Trustee of Trust since 2009 |
President,
Ashland Hughes Properties (property management) (2014–present); President and Chief Investment Officer, Hughes Capital Management, Inc. (fixed income asset management) (1993– 2014). |
127 | None. |
Name
(Year of Birth); Positions With the Funds (Since) |
Principal
Occupations During Past 5 Years |
Number
of Funds in Fund Complex Overseen by Trustee(1) |
Other
Directorships Held Outside Funds Complex During the Past 5 Years | |||
Raymond
Kanner (1953); Trustee of Trust since 2017 |
Retired; Managing Director and Chief Investment Officer, IBM Retirement Funds (2007–2016). | 127 | Advisory
Board Member, Los Angeles Capital (2018-present); Advisory Board Member, State Street Global Advisors Global Fiduciary Solutions Board (2017-present); Acting Executive Director, Committee on Investment of Employee Benefit Assets (CIEBA)
(2016-2017); Advisory Board Member, Betterment for Business (robo advisor) (2016– 2017); Advisory Board Member, BlueStar Indexes (index creator) (2013–2017); Director, Emerging Markets Growth Fund (registered investment company) (1997-2016); Member, Russell Index Client Advisory Board (2001– 2015). | |||
Peter
C. Marshall (1942); Trustee of Trust since 2009; Trustee of heritage One Group Mutual Funds since 1985 |
Self-employed
business consultant (2002– present). |
127 | None. | |||
Mary
E. Martinez (1960); Trustee of Trust since 2013 |
Associate,
Special Properties, a Christie’s International Real Estate Affiliate (2010– present); Managing Director, Bank of America (asset management) (2007– 2008); Chief Operating Officer, U.S. Trust Asset Management, U.S. Trust Company (asset management) (2003–2007); President, Excelsior Funds (registered investment companies) (2004–2005). |
127 | None. | |||
Marilyn
McCoy* (1948); Trustee of Trust since 2009; Trustee of heritage One Group Mutual Funds since 1999 |
Vice
President, Administration and Planning, Northwestern University (1985– present). |
127 | None. |
Name
(Year of Birth); Positions With the Funds (Since) |
Principal
Occupations During Past 5 Years |
Number
of Funds in Fund Complex Overseen by Trustee(1) |
Other
Directorships Held Outside Funds Complex During the Past 5 Years | |||
Mitchell
M. Merin (1953); Trustee of Trust since 2013 |
Retired; President and Chief Operating Officer, Morgan Stanley Investment Management, Member Morgan Stanley & Co. Management Committee (serving in various roles 1981-2006). | 127 | Director, Sun Life Financial (SLF) (financial services and insurance) (2007–2013). | |||
Dr.
Robert A. Oden, Jr. (1946); Trustee of Trust since 2009; Trustee of heritage One Group Mutual Funds since 1997 |
Retired; President, Carleton College (2002–2010); President, Kenyon College (1995–2002). | 127 | Trustee
and Vice Chair, Trout Unlimited (2017-present); Trustee, American Museum of Fly Fishing (2013– present); Vice Chair, Dartmouth-Hitchcock Medical Center (2011– present); Trustee, American University in Cairo (1999–2014). | |||
Marian
U. Pardo (1946); Trustee of Trust since 2013 |
Managing
Director and Founder, Virtual Capital Management LLC (investment consulting) (2007– present); Managing Director, Credit Suisse Asset Management (portfolio manager) (2003–2006). |
127 | President and Member, Board of Governors, Columbus Citizens Foundation (not-for-profit supporting philanthropic and cultural programs) (2006–present). |
(1) | A Fund Complex means two or more registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. The J.P. Morgan Funds Complex for which the Board of Trustees serves currently includes ten registered investment companies (127 J.P. Morgan Funds). |
Name of Trustee | Ownership
of Core Bond Trust |
Ownership
of Intermediate Bond Trust |
Aggregate
Dollar Range of Equity Securities in all Registered Investment Companies Overseen by the Trustee in Family of Investment Companies1,2 | |||
Independent Trustees | ||||||
John F. Finn | None | None | Over $100,000 | |||
Stephen P. Fisher3 | None | None | Over $100,000 | |||
Kathleen M. Gallagher4 | None | None | None | |||
Dr. Matthew Goldstein5 | None | None | Over $100,000 | |||
Dennis P. Harrington | None | None | Over $100,000 | |||
Frankie D. Hughes | None | None | Over $100,000 | |||
Raymond Kanner | None | None | Over $100,000 | |||
Peter C. Marshall | None | None | Over $100,000 | |||
Mary E. Martinez | None | None | Over $100,000 | |||
Marilyn McCoy | None | None | Over $100,000 | |||
Mitchell M. Merin | None | None | Over $100,000 | |||
Dr. Robert A. Oden, Jr. | None | None | Over $100,000 | |||
Marian U. Pardo | None | None | Over $100,000 |
1 | A Family of Investment Companies means any two or more registered investment companies that share the same investment adviser or principal underwriter and hold themselves out to investors as related companies for purposes of investment and investor services. The Family of Investment Companies for which the Board of Trustees currently serves includes eleven registered investment companies (134 J.P. Morgan Funds). |
2 | For Ms. McCoy and Messrs. Finn, Fisher, Kanner, Marshall and Oden, these amounts include deferred compensation balances, as of December 31, 2018, through participation in the J.P. Morgan Funds’ Deferred Compensation Plan for Eligible Trustees. |
3 | Mr. Fisher became a Trustee of the Trusts, effective 5/14/18. |
4 | Ms. Gallagher became a Trustee of the Trusts, effective 11/1/18. |
5 | Dr. Goldstein retired as a Trustee effective 12/31/19. |
Committee | Fiscal
Year Ended February 28, 2019 | |
Audit and Valuation Committee | 4 | |
Compliance Committee | 4 | |
Governance Committee | 5 | |
Equity Committee | 5 | |
Fixed Income Committee | 5 | |
Money Market and Alternative Products Committee | 5 |
Name of Committee | Members | Committee Chair | ||
Audit and Valuation Committee | Mr.
Harrington Ms. Gallagher Mr. Kanner |
Mr. Harrington | ||
Compliance Committee | Ms.
Pardo Mr. Fisher Ms. Hughes Mr. Marshall |
Ms. Pardo | ||
Governance Committee | Mr.
Finn Ms. Martinez Ms. McCoy Mr. Merin Dr. Oden |
Mr. Finn | ||
Equity Committee | Mr.
Kanner Mr. Fisher Mr. Harrington Ms. Hughes |
Mr. Kanner | ||
Fixed Income Committee | Mr.
Merin Ms. Gallagher Dr. Oden Ms. Pardo |
Mr. Merin |
1 | J.P. Morgan Asset Management is the marketing name for the asset management businesses of JPMorgan Chase & Co. Those businesses include, but are not limited to, J.P. Morgan Investment Management Inc. and J.P. Morgan Alternative Asset Management, Inc. |
Name of Committee | Members | Committee Chair | ||
Money
Market and Alternative Products Committee |
Ms.
Martinez Mr. Marshall Ms. McCoy |
Ms. Martinez |
Name of Trustee | Core Bond Trust | Intermediate
Bond Trust |
Total
Compensation Paid From Fund Complex1 | |||
Independent Trustees | ||||||
John F. Finn | $2,459 | $1,977 | $410,000 | |||
Stephen P. Fisher2 | 1,372 | 1,118 | 227,419 3 | |||
Kathleen M. Gallagher4 | 362 | 302 | 60,000 | |||
Dr. Matthew Goldstein5 | 3,056 | 2,020 | 585,000 | |||
Dennis P. Harrington | 2,459 | 1,977 | 410,000 | |||
Frankie D. Hughes | 2,289 | 1,965 | 360,000 | |||
Raymond Kanner | 2,289 | 1,965 | 360,000 6 | |||
Peter C. Marshall | 2,320 | 1,967 | 368,333 7 | |||
Mary E. Martinez | 2,459 | 1,977 | 410,000 | |||
Marilyn McCoy | 2,289 | 1,965 | 360,000 6 | |||
Mitchell M. Merin | 2,459 | 1,977 | 410,000 | |||
Dr. Robert A. Oden, Jr. | 2,289 | 1,965 | 360,000 | |||
Marian U. Pardo | 2,459 | 1,977 | 410,000 | |||
James J. Schonbachler8 | 2,289 | 1,965 | 360,000 9 |
1 | A Fund Complex means two or more registered investment companies that (i) hold themselves out to investors as related companies for purposes of investment and investor services or (ii) have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. The J. P. Morgan Funds Complex for which the Board of Trustees currently serves includes eleven registered investment companies (134 Funds). |
2 | Mr. Fisher became a Trustee of the Trusts, effective 5/14/18. |
3 | Includes $227,419 of Deferred Compensation. |
4 | Ms. Gallagher became a Trustee of the Trusts, effective 11/1/18. |
5 | Dr. Goldstein retired as a Trustee effective 12/31/19. |
6 | Includes $360,000 of Deferred Compensation. |
7 | Includes $110,500 of Deferred Compensation. |
8 | Effective 1/1/19, Mr. Schonbachler no longer serves as Trustee. |
9 | Includes $252,000 of Deferred Compensation. |
Name
(Year of Birth), Positions Held With the Funds (Since) |
Principal Occupations During Past 5 Years | |
Brian
S. Shlissel (1964), President and Principal Executive Officer (2016) |
Managing Director and Chief Administrative Officer for J.P. Morgan pooled vehicles, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) (from 2014 to present); Managing Director and Head of Mutual Fund Services, Allianz Global Investors; President and Chief Executive Officer, Allianz Global Investors Mutual Funds and PIMCO Closed-End Funds (from 1999 to 2014) | |
Timothy
J. Clemens (1975), Treasurer and Principal Financial Officer (2018) |
Executive Director, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) since February 2016; Vice President, JPMorgan Funds Management, Inc. from October 2013 to January 2016; Chief Financial Officer and Head of Valuation, Aberdeen Asset Management PLC (previously Artio Global Management) from 2009 to September 2013. | |
Gregory
S. Samuels (1980), Secretary (2019)* (formerly Assistant Secretary since 2010) |
Executive Director and Assistant General Counsel, JPMorgan Chase since February 2014; formerly Vice President and Assistant General Counsel, JPMorgan Chase from 2010. | |
Stephen
M. Ungerman (1953), Chief Compliance Officer (2005) |
Managing Director, JPMorgan Chase & Co.; Mr. Ungerman has been with JPMorgan Chase & Co. since 2000. | |
Elizabeth
A. Davin (1964), Assistant Secretary (2005)** |
Executive Director and Assistant General Counsel, JPMorgan Chase since February 2012; formerly Vice President and Assistant General Counsel, JPMorgan Chase from 2005 until February 2012; Senior Counsel, JPMorgan Chase (formerly Bank One Corporation) from 2004 to 2005. | |
Jessica
K. Ditullio (1962), Assistant Secretary (2009)** |
Executive Director and Assistant General Counsel. Ms. Ditullio has been with JPMorgan Chase (formerly Bank One Corporation) since 1990. | |
Anthony
Geron (1971), Assistant Secretary (2018)* |
Vice President and Assistant General Counsel, JPMorgan Chase since September 2018; Lead Director and Counsel, AXA Equitable Life Insurance Company from 2015 to 2018 and Senior Director and Counsel, AXA Equitable Life Insurance Company from 2014 to 2015; Associate, Willkie Farr & Gallagher (law firm) from 2007 to 2014. | |
Carmine
Lekstutis (1980), Assistant Secretary (2011) * |
Executive Director and Assistant General Counsel, JPMorgan Chase since February 2015; formerly Vice President and Assistant General Counsel, JPMorgan Chase from 2011 to February 2015. | |
Keri
E. Riemer (1976), Assistant Secretary (2019)* |
Executive Director and Assistant General Counsel, JPMorgan Chase since February 2019; Counsel, Seward & Kissel LLP (2016-2019); Associate, Seward & Kissel LLP (2011-2016). | |
Zachary
E. Vonnegut-Gabovitch (1986), Assistant Secretary (2017)* |
Vice President and Assistant General Counsel, JPMorgan Chase since September 2016; Associate, Morgan, Lewis & Bockius (law firm) from 2012 to 2016. | |
Michael
M. D’Ambrosio (1969), Assistant Treasurer (2012) |
Managing Director, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) since May 2014; formerly Executive Director, J.P. Morgan Investment Management Inc. from 2012 to May 2014. |
Name
(Year of Birth), Positions Held With the Funds (Since) |
Principal Occupations During Past 5 Years | |
Lauren
Paino (1973), Assistant Treasurer (2013)* |
Executive Director, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) since August 2013; formerly Director, Credit Suisse Asset Management from 2000 to 2013. | |
Joseph
Parascondola (1963), Assistant Treasurer (2011)* |
Vice President, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) since August 2006. | |
Jeffrey
D. House (1972), Assistant Treasurer (2017)** |
Vice President, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) since July 2006. | |
Gillian
I. Sands (1969), Assistant Treasurer (2012)* |
Vice President, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) from September 2012; Assistant Treasurer, Wells Fargo Funds Management (from 2007 to 2009). | |
Shannon
Gaines (1977), Assistant Treasurer (2018)** |
Vice President, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) since January 2014. | |
Aleksandr
Fleytekh (1972), Assistant Treasurer (2019)* |
Vice President, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) since February 2012. |
* | The contact address for the officer is 4 New York Plaza, New York, NY 10004. |
** | The contact address for the officer is 1111 Polaris Parkway, Columbus, OH 43240. |
Fiscal Year Ended | ||||||||||||
February 28, 2017 | February 28, 2018 | February 28, 2019 | ||||||||||
Fund | Paid | Waived | Paid | Waived | Paid | Waived | ||||||
Core Bond Trust | $4,829 | $(6,549) | $3,189 | $(4,754) | $2,492 | $(3,723) | ||||||
Intermediate Bond Trust | 199 | (757) | 34 | (481) | 12 | (441) |
Non-Performance Based Fee Advisory Accounts | ||||||||||||
Registered
Investment Companies |
Other
Pooled Investment Vehicles |
Other Accounts | ||||||||||
Number
of Accounts |
Total
Assets ($thousands) |
Number
of Accounts |
Total
Assets ($thousands) |
Number
of Accounts |
Total
Assets ($thousands) |
|||||||
Core Bond Trust | ||||||||||||
Barbara Miller | 12 | $42,555,690 | 2 | $11,566,989 | 0 | $ 0 | ||||||
Richard Figuly | 20 | 61,827,726 | 12 | 5,884,459 | 15 | 6,486,446 | ||||||
Justin Rucker | 2 | 1,285,927 | 4 | 799,702 | 28 | 9,252,621 | ||||||
Intermediate Bond Trust | ||||||||||||
Scott Grimshaw | 3 | 1,166,177 | 2 | 813,964 | 24 | 4,033,227 | ||||||
Daniel Ateru | 2 | 918,510 | 0 | 0 | 12 | 2,051,214 |
Performance Based Fee Advisory Accounts | |||||||||||||
Registered
Investment Companies |
Other
Pooled Investment Vehicles |
Other Accounts | |||||||||||
Number
of Accounts |
Total
Assets ($thousands) |
Number
of Accounts |
Total
Assets ($thousands) |
Number
of Accounts |
Total
Assets ($thousands) | ||||||||
Core Bond Trust | |||||||||||||
Barbara Miller | 0 | $0 | 0 | $0 | 0 | $ 0 | |||||||
Richard Figuly | 0 | 0 | 0 | 0 | 1 | 923,075 | |||||||
Justin Rucker | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
Intermediate Bond Trust | |||||||||||||
Scott Grimshaw | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
Daniel Ateru | 0 | 0 | 0 | 0 | 0 | 0 |
* | The total value and number of accounts managed by a portfolio manager may include sub-accounts of asset allocation, multi-managed and other accounts. |
Name of Fund | Benchmark | |
Core Bond Trust | Bloomberg Barclays U.S. Aggregate Bond Index | |
Intermediate Bond Trust | Bloomberg Barclays U.S. Intermediate Government/ Credit Index |
Dollar Range of Shares in the Fund | ||||||||||||||
Fund | None | $1-$10,000 | $10,001
$50,000 |
$50,001-
$100,000 |
$100,001-
500,000 |
$500,0001-
1,000,000 |
Over
$1,000.000 | |||||||
Core Bond Trust | ||||||||||||||
Barbara Miller | X | |||||||||||||
Richard Figuly | X | |||||||||||||
Justin Rucker | X | |||||||||||||
Intermediate Bond Trust | ||||||||||||||
Scott Grimshaw | X | |||||||||||||
Daniel Ateru | X |
Fiscal Year Ended | ||||||
Fund | February 28, 2017 | February 28, 2018 | February 28, 2019 | |||
Core Bond Trust | ||||||
Total Brokerage Commissions | $— | $— | $— | |||
Brokerage Commissions to Affiliated Broker/Dealers | — | — | — | |||
Intermediate Bond Trust | ||||||
Total Brokerage Commissions | — | — | — | |||
Brokerage Commissions to Affiliated Broker/Dealers | — | — | — |
Fund | Name of Broker-Dealer | Value
of Securities Owned (000's) | ||
Core Bond Trust | ABN AMRO Inc. | $ 1,239 | ||
Bank of America Corp. | 13,706 | |||
Bank of New York Mellon Corporation | 3,057 | |||
Barclays plc | 2,900 | |||
Blackstone Holdings Finance Co. LLC | 397 | |||
Brookfield Finance, Inc. | 707 | |||
Citigroup, Inc. | 8,588 | |||
Credit Suisse Group AG | 3,995 | |||
Deutsche Bank AG | 1,938 | |||
FMR LLC | 613 | |||
GE Capital International Funding Co. Unlimited Co. | 3,787 | |||
Goldman Sachs Group, Inc. (The) | 17,377 | |||
HSBC Holdings plc | 6,512 | |||
Invesco Finance plc | 1,050 | |||
Jefferies Group LLC | 793 | |||
Morgan Stanley | 12,103 | |||
Royal Bank of Scotland Group | 292 | |||
State Street Corp. | 367 |
Fund | Name of Broker-Dealer | Value
of Securities Owned (000's) | ||
Intermediate Bond Trust | Aon plc | $ 145 | ||
Bank of America Corp. | 1,323 | |||
Bank of New York Mellon Corporation | 226 | |||
Barclays plc | 314 | |||
Blackstone Holdings Finance Co. LLC | 157 | |||
Brookfield Finance, Inc. | 75 | |||
Charles Schwab Corp. (The) | 235 | |||
Citigroup, Inc. | 576 | |||
Deutsche Bank AG | 98 | |||
GE Capital International Funding Co. Unlimited Co. | 343 | |||
Goldman Sachs Group, Inc. (The) | 1,416 | |||
HSBC Holdings plc | 602 | |||
Invesco Finance plc | 195 | |||
Jefferies Group LLC | 53 | |||
Marsh & McLennan Cos., Inc. | 206 | |||
Morgan Stanley | 1,113 | |||
Nomura Holdings, Inc. | 87 | |||
State Street Corp. | 36 | |||
TD Ameritrade Holding Corp. | 34 | |||
UBS Group AG | 198 |
* | Investment in an affiliate. This security is included in an index in which the Fund, as an index fund, invests. |
Fiscal Year Ended | ||||||||||||
February 28, 2017 | February 28, 2018 | February 28, 2019 | ||||||||||
Fund | Paid | Waived | Paid | Waived | Paid | Waived | ||||||
Core Bond Trust | $— | $(3,793) | $— | $(2,648) | $— | $(1,996) | ||||||
Intermediate Bond Trust | — | (319) | — | (172) | — | (145) |
Complex Assets1 Funds: | ||
Tier One | First $75 billion | 0.00425% |
Tier Two | Next $25 billion | 0.0040% |
Tier Three | Over $100 billion | 0.0035% |
Non-Complex Assets Funds: | ||
Tier One | First $75 billion | 0.0025% |
Tier Two | Next $25 billion | 0.0020% |
Tier Three | Over $100 billion | 0.0015% |
1 | “Complex Assets Funds” are Funds whose strategy “routinely” employs one or more of the following instrument types: Bank Loans, Exchange Traded Derivatives or CFD/Portfolio Swaps. The Funds’ classification as either “Complex” or “Non-Complex” will be reviewed on at least an annual basis. Fund of Funds are excluded by both “Complex Assets Funds” and “Non-Complex Assets Funds.” |
Fiscal Year Ended | ||||||
Fund | February 28, 2017 | February 28, 2018 | February 28, 2019 | |||
Core Bond Trust | $342 | $325 | $39 | |||
Intermediate Bond Trust | 155 | 121 | 20 |
• | $15 or $45 per proxy (depending on the country where the issuer is located) for its service which helps facilitate the voting of proxies throughout the world. For securities in the U.S. market, this fee is waived if the Adviser votes the proxies directly; |
• | $2,000 per year for account maintenance for each custody collateral control account; |
• | $2.25 or $15 for income or redemption processing (depending on whether the security is held book entry or physically); and |
• | $2.50 to $53.50 for each cash payment or receipt transaction. |
All Funds except Money Market Funds | ||
Tier One | Up to $100 billion | 0.00375% |
Tier Two | $100 billion to $175 billion | 0.0030% |
Tier Three | Over $175 billion | 0.0020% |
Annual Minimums: | $20,000 per Fund |
(i) | to issue and redeem Shares of the Trust; |
(ii) | to address and mail all communications by the Trust to its Shareholders, including reports to Shareholders, dividend and distribution notices, and proxy material for its meetings of Shareholders; |
(iii) | to respond to correspondence or inquiries by Shareholders and others relating to its duties; |
(iv) | to maintain Shareholder accounts and certain sub-accounts; and |
(v) | to make periodic reports to the Trust’s Board of Trustees concerning the Trust’s operations. |
Core
Bond Trust | |
Gross Income from Securities Lending Activities1 | $1,682 |
Fees and/or Compensation for Securities Lending Activities | |
Revenue Split2 | 9 |
Cash Collateral Management Fees3 | 110 |
Administrative Fees | — |
Indemnification Fees | — |
Rebates to Borrowers | 1,459 |
Others Fees | — |
Aggregate Fees/Compensation for Securities Lending Activities | 1,579 |
Net Income from the Securities Lending Activities | 104 |
1 | Gross income includes income from the reinvestment of cash collateral, premium income (i.e. rebates paid by borrowers to the Fund), management fees from a pooled cash collateral reinvestment vehicle that are deducted from the vehicle's assets before income is distributed, and any other income. |
2 | Revenue split represents the share of revenue generated by securities lending program and paid to Citi. |
3 | Cash collateral is reinvested in certain JPMorgan money market funds that are advised by JPMIM (“money market funds”). Cash collateral management fees include the fees and expenses deducted from the money market funds. The contractual management fees are derived using the Total Annual Fund Operating Expenses after Fee Waivers and/or Expense Reimbursements from the money market funds’ most recently available prospectus. Actual fees incurred by the Money Market Funds may differ due to other expenses, fee waivers and expense reimbursements. |
• | The Adviser considers votes on director nominees on a case-by-case basis. Votes generally will be withheld from directors who: (a) attend less than 75% of board and committee meetings without a valid excuse; (b) implement or renew a dead-hand poison pill; (c) are affiliated directors who serve on audit, compensation or nominating committees or are affiliated directors and the full board serves on such committees or the company does not have such committees; (d) ignore a shareholder proposal that is approved by a majority of either the shares outstanding or the votes cast based on a review over a consecutive two year time frame; (e) unilaterally adopt a litigation fee-shifting by-law without shareholder approval; (f) are insiders and affiliated outsiders on boards that are not at least majority independent; and (g) are CEOs of publically-traded companies who serve on more than three public boards or serve on more than four public company boards. In addition, votes are generally withheld for directors who serve on committees in certain cases. For example, the Adviser generally withholds votes from audit committee members in circumstances in which there is evidence that there exists material weaknesses in the company’s internal controls. |
• | The Adviser votes proposals to classify boards on a case-by-case basis, but normally will vote in favor of such proposal if the issuer’s governing documents contain each of eight enumerated safeguards (for example, a majority of the board is composed of independent directors and the nominating committee is composed solely of such directors). |
• | The Adviser also considers management poison pill proposals on a case-by-case basis, looking for shareholder-friendly provisions before voting in favor. |
• | The Adviser votes against proposals for a super-majority vote to approve a merger. |
• | The Adviser considers proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan on a case-by-case basis, taking into account such factors as the extent of dilution and whether the transaction will result in a change in control. |
• | The Adviser considers vote proposals with respect to compensation plans on a case-by-case basis. The analysis of compensation plans focuses primarily on the transfer of shareholder wealth (the dollar cost of pay plans to shareholders) and includes an analysis of the structure of the plan and pay practices of other companies in the relevant industry and peer companies. Other matters included in the analysis are the amount of the company’s outstanding stock to be reserved for the award of stock options, whether the exercise price of an option is less than the stock’s fair market value at the date of the grant of the options, and whether the plan provides for the exchange of outstanding options for new ones at lower exercise prices. |
• | The Adviser also considers on a case-by-case basis proposals to change an issuer’s state of incorporation, mergers and acquisitions and other corporate restructuring proposals and certain social issue proposals. |
• | The Adviser generally votes for management proposals which seek shareholder approval to make the state of incorporation the exclusive forum for disputes if the company is a Delaware corporation; otherwise, the Adviser votes on a case by case basis. |
• | The Adviser generally encourages a level of reporting on environmental matters that is not unduly costly or burdensome and which does not place the company at a competitive disadvantage, but which provides meaningful information to enable shareholders to evaluate the impact of the company’s environmental policies and practices on its financial performance. The Adviser considers how environmental and social issues affect the risks to which companies are exposed and how they impact the performance of those companies. In addition, the Adviser considers various factors including: the company’s current level of disclosure and the consistency of disclosure across its industry; existing and proposed mandated regulatory requirements or formal guidance at the local, state, or national level; if the proposed disclosure would result in unintended consequences such as creating a competitive disadvantage; and whether the company incorporates environmental or social issues in a risk assessment or risk reporting framework. In general, the Adviser supports management disclosure practices that are overall consistent with the goals and objective expressed above. Proposals with respect to companies that have been involved in controversies, fines or litigation are expected to be subject to heightened review and consideration. |
• | The Adviser reviews Say on Pay proposals on a case by case basis with additional review of proposals where the issuer’s previous year’s proposal received a low level of support. |
1. | JPMorgan Core Bond Trust; and |
2. | JPMorgan Intermediate Bond Trust |
All Funds | ||
JPMorgan Chase & Co. | Monthly | 30 days after month end |
JPMorgan Core Bond Trust | ||
Rockwell Automation Inc. | Monthly | 30 days after month end |
Detroit Symphony Orchestra | Monthly | 30 days after month end |
New England Pension Consultants | Monthly | 30 days after month end |
Alan Biller | Monthly | 30 days after month end |
BNY Mellon | Monthly | 30 days after month end |
Timken Company | Monthly | 30 days after month end |
University of Illinois | Monthly | 10 days after month end |
Wayne State University | Monthly | 10 days after month end |
Exelon Corporation | Monthly | 10 days after month end |
JPMorgan Intermediate Bond Trust |
Brunswick Corporation | Monthly | 30 days after month end |
Blue Cross Blue Shield | Monthly | 10 days after month end |
BNY Mellon | Monthly | 10 days after month end |
Name of Fund | Name and Address of Shareholder | Percentage
Held |
JPMORGAN INTERMEDIATE BOND TRUST | ||
JPMIM
AS AGENT FOR* HEALTH INTELLIGENCE COMPANY LLC ATTN CLIENT SERVICES 1111 POLARIS PKWY # OH1-0084 COLUMBUS OH 43240-2031 |
23.54% | |
JPMIM
AS AGENT FOR* LITTLE COMPANY OF MARY HOSPITAL ATTN CLIENT SERVICES 1111 POLARIS PKWY # OH1-0084 COLUMBUS OH 43240-2031 |
19.58% |
Name of Fund | Name and Address of Shareholder | Percentage
Held |
JPMIM
AS AGENT FOR* BLUE CROSS BLUE SHIELD ASSOCIATION ATTN CLIENT SERVICES 500 STANTON CHRISTIANA RD OPS3/FLR2 DE3-3650 NEWARK DE 19713-2105 |
14.95% | |
JPMIM
AS AGENT FOR* UNION HOSPITAL INC ATTN CLIENT SERVICES 1111 POLARIS PKWY # OH1-0084 COLUMBUS OH 43240-2031 |
9.11% | |
JPMIM
AS AGENT FOR* BLUE CROSS BLUE SHIELD ASSOCIATION ATTN CLIENT SERVICES 500 STANTON CHRISTIANA RD NEWARK DE 19713-2105 |
6.74% | |
JPMIM
AS AGENT FOR* ASSOCIATED GENERAL CONTRACTORS SAN DIEGO CHAPTER INC ATTN CLIENT SERVICES 111 POLARIS PKWY OH1-0084 COLUMBUS OH 43240 |
6.07% | |
JPMIM
AS AGENT FOR* ELECTRICAL WORKERS IBEW 4TH DISTRICT ATTN CLIENT SERVICES 1111 POLARIS PKWY # OH1-0084 COLUMBUS OH 43240-2031 |
6.04% | |
JPMORGAN CORE BOND TRUST | ||
JPMIM
AS AGENT FOR* CONCORDIA RETIREMENT PLAN JPMIT CORE BOND TRUST ATTN CLIENT SERVICES 1111 POLARIS PKWY # OH1-0084 COLUMBUS OH 43240-2031 |
9.07% | |
JPMIM
AS AGENT FOR* ROCKWELL ATTN CLIENT SERVICES 1111 POLARIS PKWY # OH1-0084 COLUMBUS OH 43240-2031 |
6.50% |
Name of Fund | Name and Address of Shareholder | Percentage
Held |
JPMIM
AS AGENT FOR EXELON CORP-COM* ED EMPLOYEES BENEFIT TR FOR UNION EMPLOYEES ATTN CLIENT SERVICES 575 WASHINGTON BLVD # NY1-D160 JERSEY CITY NJ 07310-1616 |
5.29% |
* | The shareholder of record is a subsidiary or affiliate of JPMorgan Chase & Co. (a “JPMorgan Affiliate”). Typically, the shares are held for the benefit of underlying accounts for which the JPMorgan Affiliate may have voting or investment power. To the extent that JPMorgan Affiliates own 25% or more of a class of shares of a Fund, JPMorgan Chase & Co. may be deemed to be a “controlling person” of such shares under the 1940 Act. |
A-1 | A short-term obligation rated ‘A-1’ is rated in the highest category by S&P. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong. |
A-2 | A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory. |
A-3 | A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. |
B | A short-term obligation rated ‘B’ is regarded as having significant speculative characteristics. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation. |
C | A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. |
D | A short-term obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the due date, unless S&P Global Ratings believes that such payments will be made with any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to ‘D’ if it subject to a distressed exchange offer. |
• | Preliminary ratings may be assigned to obligations, most commonly structured and project finance issues, pending receipt of final documentation and legal opinions. |
• | Preliminary ratings may be assigned to obligations that will likely be issued upon the obligor’s emergence from bankruptcy or similar reorganization, based on late-stage reorganization plans, documentation and discussions with the obligor. Preliminary ratings may also be assigned to the obligors. These ratings consider the anticipated general credit quality of the reorganized or post-bankruptcy issuer as well as attributes of the anticipated obligation(s). |
• | Preliminary ratings may be assigned to entities that are being formed or that are in the process of being independently established when, in S&P’s opinion, documentation is close to final. Preliminary ratings may also be assigned to these entities’ obligations. |
• | Preliminary ratings may be assigned when a previously unrated entity is undergoing a well-formulated restructuring, recapitalization, significant financing or other transformative event, generally at the point that investor or lender commitments are invited. The preliminary rating may be assigned to the entity and to its proposed obligation(s). These preliminary ratings consider the anticipated general credit quality of the obligor, as well as attributes of the anticipated obligation(s), assuming successful completion of the transformative event. Should the transformative event not occur, S&P would likely withdraw these preliminary ratings. |
• | A preliminary recovery rating may be assigned to an obligation that has a preliminary issue credit rating. |
F1 | HIGHEST SHORT-TERM CREDIT QUALITY. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature. |
F2 | GOOD SHORT-TERM CREDIT QUALITY. Good intrinsic capacity for timely payment of financial commitments. |
F3 | FAIR SHORT-TERM CREDIT QUALITY. The intrinsic capacity for timely payment of financial commitments is adequate. |
B | SPECULATIVE SHORT-TERM CREDIT QUALITY. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions. |
C | HIGH SHORT-TERM DEFAULT RISK. Default is a real possibility. |
RD | RESTRICTED DEFAULT. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only. |
D | DEFAULT. Indicates a broad-based default event for an entity, or the default of a short-term obligation. |
• | The ratings do not predict a specific percentage of default likelihood or failure likelihood over any given time period. |
• | The ratings do not opine on the market value of any issuer’s securities or stock, or the likelihood that this value may change. |
• | The ratings do not opine on the liquidity of the issuer’s securities or stock. |
• | The ratings do not opine on the possible loss severity on an obligation should an issuer (or an obligation with respect to structured finance transactions) default, except in the following two cases: |
• | Ratings assigned to individual obligations of issuers in corporate finance, banks, non-bank financial institutions, insurance and covered bonds. |
• | In limited circumstances for U.S. public finance obligations where Chapter 9 of the Bankruptcy Code provides reliably superior prospects for ultimate recovery to local government obligations that benefit from a statutory lien on revenues or during the pendency of a bankruptcy proceeding under the Code if there is sufficient visibility on potential recovery prospects. |
• | The ratings do not opine on the suitability of an issuer as a counterparty to trade credit. |
• | The ratings do not opine on any quality related to an issuer’s business, operational or financial profile other than the agency‘s opinion on its relative vulnerability to default or in the case of bank Viability Ratings on its relative vulnerability to failure. For the avoidance of doubt, not all defaults will be considered a default for rating purposes. Typically, a default relates to a liability payable to an unaffiliated, outside investor. |
• | The ratings do not opine on any quality related to a transaction’s profile other than the agency’s opinion on the relative vulnerability to default of an issuer and/or of each rated tranche or security. |
• | The ratings do not predict a specific percentage of extraordinary support likelihood over any given period. |
• | In the case of bank Support Ratings and Support Rating Floors, the ratings do not opine on any quality related to an issuer’s business, operational or financial profile other than the agency’s opinion on its relative likelihood of receiving external extraordinary support. |
• | The ratings do not opine on the suitability of any security for investment or any other purposes. |
P-1 | Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations. |
P-2 | Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations. |
P-3 | Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations. |
NP | Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories. |
R-1 (high) | Highest credit quality. The capacity for the payment of short-term financial obligations as they fall due is exceptionally high. Unlikely to be adversely affected by future events. |
R-1 (middle) | Superior credit quality. The capacity for the payment of short-term financial obligations as they fall due is very high. Differs from R-1 (high) by a relatively modest degree. Unlikely to be significantly vulnerable to future events. |
R-1 (low) | Good credit quality. The capacity for the payment of short-term financial obligations as they fall due is substantial. Overall strength is not as favorable as higher rating categories. May be vulnerable to future events, but qualifying negative factors are considered manageable. |
R-2 (high) | Upper end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events. |
R-2 (middle) | Adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events or may be exposed to other factors that could reduce credit quality. |
R-2 (low) | Lower end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events. A number of challenges are present that could affect the issuer’s ability to meet such obligations. |
R-3 | Lowest end of adequate credit quality. There is a capacity for the payment of short-term financial obligations as they fall due. May be vulnerable to future events and the certainty of meeting such obligations could be impacted by a variety of developments. |
R-4 | Speculative credit quality. The capacity for the payment of short-term financial obligations as they fall due is uncertain. |
R-5 | Highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet short-term financial obligations as they fall due. |
D | When the issuer has filed under any applicable bankruptcy, insolvency or winding up statute or there is a failure to satisfy and obligation after the exhaustion of grace periods, a downgrade to D may occur. DBRS may also use SD (Selective Default) in cases where only some securities are impacted, such as the case of a “distressed exchange.” |
• | Likelihood of payment — capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; |
• | Nature of and provisions of the obligation, and the promise we impute; and |
• | Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights. |
AAA | An obligation rated ‘AAA’ has the highest rating assigned by S&P. The obligor’s capacity to meet its financial commitments on the obligation is extremely strong. |
AA | An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitments on the obligation is very strong. |
A | An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong. |
BBB | An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments on the obligation. |
BB | An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitments on the obligation. |
B | An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitments on the obligation. |
CCC | An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments on the obligation. |
CC | An obligation rated ‘CC’ is currently highly vulnerable to nonpayment. The ‘CC’ rating is used when a default has not yet occurred but S&P expects default to be a virtual certainty, regardless of the anticipated time to default. |
C | An obligation rated ‘C; is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared with obligations that are rated higher. |
D | An obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the due date, unless S&P Global Ratings believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The ‘D” rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to ‘D’ if it is subject to a distressed exchange offer. |
AAA | HIGHEST CREDIT QUALITY. ‘AAA’ ratings denote the lowest expectation of default risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. |
AA | VERY HIGH CREDIT QUALITY. ‘AA’ ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. |
A | HIGH CREDIT QUALITY. ‘A’ ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business economic conditions than is the case for higher ratings. |
BBB | GOOD CREDIT QUALITY. ‘BBB’ ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity. |
BB | SPECULATIVE. ‘BB’ ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists that supports the servicing of financial commitments. |
B | HIGHLY SPECULATIVE. ‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment. |
CCC | SUBSTANTIAL CREDIT RISK. Default is a real possibility. |
CC | VERY HIGH LEVELS OF CREDIT RISK. Default of some kind appears probable. |
C | NEAR DEFAULT. A default or default-like process has begun, or the issuer is in standstill, or for a closed funding vehicle, payment capacity is irrevocably impaired. Conditions that are indicative of a ‘C’ category rating for an issuer include: |
•
the issuer has entered into a grace or cure period following non-payment of a material financial obligation; • the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or • the formal announcement by the issuer or their agent of a distressed debt exchange; • a closed financing vehicle where payment capacity is irrevocably impaired such that it is not expected to pay interest and/or principal in full during the life of the transaction, but where no payment default is imminent. | |
RD | RESTRICTED DEFAULT. ‘RD’ ratings indicate an issuer that in Fitch’s opinion has experienced: |
•
an uncured payment default or distressed debt exchange on a bond, loan or other material financial obligation, but • has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and • has not otherwise ceased operating. This would include: • the selective payment default on a specific class or currency of debt; • the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation; • the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; • ordinary execution of a distressed debt exchange on one or more material financial obligations. | |
D | DEFAULT. ‘D’ ratings indicate an issuer that in Fitch Ratings’ opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business. |
Aaa | Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk. |
Aa | Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. |
A | Obligations rated A are considered upper-medium grade and are subject to low credit risk. |
Baa | Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. |
Ba | Obligations rated Ba are judged to be speculative and are subject to substantial credit risk. |
B | Obligations rated B are considered speculative and are subject to high credit risk. |
Caa | Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk. |
Ca | Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest. |
C | Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest. |
AAA | Highest credit quality. The capacity for the payment of financial obligations is exceptionally high and unlikely to be adversely affected by future events. |
AA | Superior credit quality. The capacity for the payment of financial obligations is considered high. Credit quality differs from AAA only to a small degree. Unlikely to be significantly vulnerable to future events. |
A | Good credit quality. The capacity for the payment of financial obligations is substantial, but of lesser credit quality than AA. May be vulnerable to future events, but qualifying negative factors are considered manageable. |
BBB | Adequate credit quality. The capacity for the payment of financial obligations is considered acceptable. May be vulnerable to future events. |
BB | Speculative, non-investment grade credit quality. The capacity for the payment of financial obligations is uncertain. Vulnerable to future events. |
B | Highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet financial obligations. |
CCC/CC/C | Very highly speculative credit quality. In danger of defaulting on financial obligations. There is little difference between these three categories, although CC and C ratings are normally applied to obligations that are seen as highly likely to default, or subordinated to obligations rated in the CCC to B range. Obligations in respect of which default has not technically taken place but is considered inevitable may be rated in the C category. |
D | When the issuer has filed under any applicable bankruptcy, insolvency or winding up statute or there is a failure to satisfy an obligation after the exhaustion of grace periods, a downgrade to D may occur. DBRS may also use SD (Selective Default) in cases where only some securities are impacted, such as the case of a “distressed exchange.” |
AAA | An insurer rated ‘AAA’ has extremely strong financial security characteristics. ‘AAA’ is the highest insurer financial strength rating assigned by S&P. |
AA | An insurer rated ‘AA’ has very strong financial security characteristics, differing only slightly from those rated higher. |
A | An insurer rated ‘A’ has strong financial security characteristics, but is somewhat more likely to be affected by adverse business conditions than are insurers with higher ratings. |
BBB | An insurer rated ‘BBB’ has good financial security characteristics, but is more likely to be affected by adverse business conditions than are higher-rated insurers. |
BB | An insurer rated ‘BB’ has marginal financial security characteristics. Positive attributes exist, but adverse business conditions could lead to insufficient ability to meet financial commitments. |
B | An insurer rated ‘B’ has weak financial security characteristics. Adverse business conditions will likely impair its ability to meet financial commitments. |
CCC | An insurer rated ‘CCC’ has very weak financial security characteristics, and is dependent on favorable business conditions to meet financial commitments. |
CC | An insurer rated ‘CC’ has extremely weak financial security characteristics and is likely not to meet some of its financial commitments. |
R | An insurer rated ‘R’ is under regulatory supervision owing to its financial condition. During the pendency of the regulatory supervision, the regulators may have the power to favor one class of obligations over others or pay some obligations and not others. The rating does not apply to insurers subject only to nonfinancial actions such as market conduct violations. |
SD or D | An
insurer rated ‘SD’ (selective default) or ‘D” is in default on one or more of its insurance policy obligations but is not under regulatory supervision that would involve a rating of ‘R’. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on a policy obligation are at risk. A ‘D’ rating is assigned when S&P Global Ratings believes that the default will be a general default and that the obligor will fail to pay substantially all of its obligations in full in accordance with the policy terms. An ‘SD’ rating is assigned when S&P Global Ratings believes that the insurer has selectively defaulted on a specific class of policies but it will continue to meet its payment obligations on other classes of obligations. An ‘SD’ includes the completion of a distressed exchange offer. Claim denials due to lack of coverage or other legally permitted defenses are not considered defaults. |
AAA | EXCEPTIONALLY STRONG. ‘AAA’ IFS Ratings denote the lowest expectation of ceased or interrupted payments. They are assigned only in the case of exceptionally strong capacity to meet policyholder and contract obligations. This capacity is highly unlikely to be adversely affected by foreseeable events. |
AA | VERY STRONG. ‘AA’ IFS Ratings denote a very low expectation of ceased or interrupted payments. They indicate very strong capacity to meet policyholder and contract obligations. This capacity is not significantly vulnerable to foreseeable events. |
A | STRONG. ‘A’ IFS Ratings denote a low expectation of ceased or interrupted payments. They indicate strong capacity to meet policyholder and contract obligations. This capacity may, nonetheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings. |
BBB | GOOD. ‘BBB’ IFS Ratings indicate that there is currently a low expectation of ceased or interrupted payments. The capacity to meet policyholder and contract obligations on a timely basis is considered adequate, but adverse changes in circumstances and economic conditions are more likely to impact this capacity. |
BB | MODERATELY WEAK. ‘BB’ IFS Ratings indicate that there is an elevated vulnerability to ceased or interrupted payments, particularly as the result of adverse economic or market changes over time. However, business or financial alternatives may be available to allow for policyholder and contract obligations to be met in a timely manner. |
B | WEAK. ‘B’ IFS Ratings indicate two possible conditions. If obligations are still being met on a timely basis, there is significant risk that ceased or interrupted payments could occur in the future, but a limited margin of safety remains. Capacity for continued timely payments is contingent upon a sustained, favorable business and economic environment, and favorable market conditions. Alternatively, a ‘B’ IFS Rating is assigned to obligations that have experienced ceased or interrupted payments, but with the potential for extremely high recoveries. Such obligations would possess a recovery assessment of ‘RR1’ (Outstanding). |
CCC | VERY WEAK. ‘CCC’ IFS Ratings indicate two possible conditions. If obligations are still being met on a timely basis, there is a real possibility that ceased or interrupted payments could occur in the future. Capacity for continued timely payments is solely reliant upon a sustained, favorable business and economic environment, and favorable market conditions. Alternatively, a ‘CCC’ IFS Rating is assigned to obligations that have experienced ceased or interrupted payments, and with the potential for average to superior recoveries. Such obligations would possess a recovery assessment of ‘RR2’ (Superior), ‘RR3’ (Good), and ‘RR4’ (Average). |
CC | EXTREMELY WEAK. ‘CC’ IFS Ratings indicate two possible conditions. If obligations are still being met on a timely basis, it is probable that ceased or interrupted payments will occur in the future. Alternatively, a ‘CC’ IFS Rating is assigned to obligations that have experienced ceased or interrupted payments, with the potential for average to below-average recoveries. Such obligations would possess a recovery assessment of ‘RR4’ (Average) or ‘RR5’ (Below Average). |
C | DISTRESSED. ‘C’ IFS Ratings indicate two possible conditions. If obligations are still being met on a timely basis, ceased or interrupted payments are imminent. Alternatively, a ‘C’ IFS Rating is assigned to obligations that have experienced ceased or interrupted payments, and with the potential for below average to poor recoveries. Such obligations would possess a recovery assessment of ‘RR5’ (Below Average) or ‘RR6’ (Poor). |
F1 | Insurers are viewed as having a strong capacity to meet their near-term obligations. When an insurer rated in this rating category is designated with a (+) sign, it is viewed as having a very strong capacity to meet near-term obligations. |
F2 | Insurers are viewed as having a good capacity to meet their near-term obligations. |
F3 | Insurers are viewed as having an adequate capacity to meet their near-term obligations. |
B | Insurers are viewed as having a weak capacity to meet their near-term obligations. |
C | Insurers are viewed as having a very weak capacity to meet their near-term obligations. |
RR1 | OUTSTANDING RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR1’ rated securities have characteristics consistent with securities historically recovering 91%–100% of current principal and related interest. |
RR2 | SUPERIOR RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR2’ rated securities have characteristics consistent with securities historically recovering 71%–90% of current principal and related interest. |
RR3 | GOOD RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR3’ rated securities have characteristics consistent with securities historically recovering 51%–70% of current principal and related interest. |
RR4 | AVERAGE RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR4’ rated securities have characteristics consistent with securities historically recovering 31%–50% of current principal and related interest. |
RR5 | BELOW
AVERAGE RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR5’ rated securities have characteristics consistent with securities historically recovering 11%– 30% of current principal and related interest. |
RR6 | POOR RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR6’ rated securities have characteristics consistent with securities historically recovering 0%–10% of current principal and related interest. |
• | The ratings do not predict a specific percentage of recovery should a default occur. |
• | The ratings do not opine on the market value of any issuer’s securities or stock, or the likelihood that this value may change. |
• | The ratings do not opine on the liquidity of the issuer’s securities or stock. |
• | The ratings do not opine on any quality related to an issuer or transaction’s profile other than the agency’s opinion on the relative loss severity of the rated obligation should the obligation default. |
• | Recovery Ratings, in particular, reflect a fundamental analysis of the underlying relationship between financial claims on an entity or transaction and potential sources to meet those claims. The size of such sources and claims is subject to a wide variety of dynamic factors outside the agency’s analysis that will influence actual recovery rates. |
• | Out-of-court settlements are not contemplated by Fitch’s Recovery Ratings, other than in broad concession payments for some classes of junior-ranking bonds in some specific scenarios. In reality, out-of-court settlements will be influenced heavily by creditor composition and local political and economic imperatives, and Fitch does not attempt to factor these into its Recovery Ratings. |
• | Creditor composition is outside the scope of Recovery Ratings. Concentration of creditors at a certain level of the capital structure, common ownership of claims at different levels in a capital structure or even differing entry prices of investors within a creditor class can have a profound effect on actual recovery rates. |
• | Information flows for companies close to default can become erratic, which may reduce Fitch’s visibility on its Recovery Ratings. |
• | Enterprise valuations play a key role in the allocation of recoveries across credit classes. Recovery Ratings assume cash-flow multiples or advance rates, which are driven by subjective forecasts of Fitch analysts of post-restructuring cash flow, achievable exit multiples and appropriate advance rates. All these parameters are subject to volatility before and during the restructuring process. |
• | Recovery rates are strongly influenced by legal decisions. Potential legal decisions are not factored into Fitch’s Recovery Ratings. |
Aaa | Insurance companies rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk. |
Aa | Insurance companies rated Aa are judged to be of high quality and are subject to very low credit risk. |
A | Insurance companies rated A are judged to be of upper-medium grade and are subject to low credit risk. |
Baa | Insurance companies rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. |
Ba | Insurance companies rated Ba are judged to be speculative and are subject to substantial credit risk. |
B | Insurance companies rated B are considered speculative and are subject to high credit risk. |
Caa | Insurance companies rated Caa are judged to be speculative of poor standing and are subject to very high credit risk. |
Ca | Insurance companies rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest. |
C | Insurance companies rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest. |
P-1 | Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations. |
P-2 | Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations. |
P-3 | Issuers (or supporting institutions) rated Prim-3 have an acceptable ability to repay short-term obligations. |
P-4 | Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories. |
• | Amortization schedule — the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and |
• | Source of payment — the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note. |
SP-1 | Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation. |
SP-2 | Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes. |
SP-3 | Speculative capacity to pay principal and interest. |
D | ‘D’ is assigned upon failure to pay the note when due, completion of a distressed exchange offer, or the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example, due to automatic stay provisions. |
MIG 1 | This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support or demonstrated broad-based access to the market for refinancing. |
MIG 2 | This designation denotes strong credit quality. Margins of protection are ample although not so large as in the preceding group. |
MIG 3 | This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established. |
SG | This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection. |
VMIG 1 | This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. |
VMIG 2 | This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. |
VMIG 3 | This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. |
SG | This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand. |
Pfd-1 | Preferred shares rated Pfd-1 are of superior credit quality, and are supported by entities with strong earnings and balance sheet characteristics. Pfd-1 securities generally correspond with companies whose senior bonds are rated in the AAA or AA categories. As is the case with all rating categories, the relationship between senior debt ratings and preferred share ratings should be understood as one where the senior debt rating effectively sets a ceiling for the preferred shares issued by the entity. However, there are cases where the preferred share rating could be lower than the normal relationship with the issuer’s senior debt rating. |
Pfd-2 | Preferred shares rated Pfd-2 are of satisfactory credit quality. Protection of dividends and principal is still substantial, but earnings, the balance sheet and coverage ratios are not as strong as Pfd-1 rated companies. Generally, Pfd-2 ratings correspond with companies whose senior bonds are rated in the “A” category. |
Pfd-3 | Preferred shares rated Pfd-3 are of adequate credit quality. While protection of dividends and principal is still considered acceptable, the issuing entity is more susceptible to adverse changes in financial and economic conditions, and there may be other adverse conditions present which detract from debt protection. Pfd-3 ratings generally correspond with companies whose senior bonds are rated in the higher end of the BBB category. |
Pfd-4 | Preferred shares rated Pfd-4 are speculative, where the degree of protection afforded to dividends and principal is uncertain, particularly during periods of economic adversity. Companies with preferred shares rated Pfd-4 generally coincide with entities that have senior bond ratings ranging from the lower end of the BBB category through the BB category. |
Pfd-5 | Preferred shares rated Pfd-5 are highly speculative and the ability of the entity to maintain timely dividend and principal payments in the future is highly uncertain. Entities with a Pfd-5 rating generally have senior bond ratings of B or lower. Preferred shares rated Pfd-5 often have characteristics that, if not remedied, may lead to default. |
D | When the issuer has filed under any applicable bankruptcy, insolvency or winding up statute or there is failure to satisfy an obligation after the exhaustion of grace periods, a downgrade to D may occur. DBRS may also use SD (Selective Default) in cases where only some securities are impacted, such as in the case of a “distressed exchange.” |
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)(d)(1) | None.Amendment to Administration Agreement, dated April 1, 2016 including Schedule A. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on December 16, 2016 (Accession Number 0001193125-16-795860). |
(d)(2) | 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)(3) | 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)(h)(2)(b) | 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 the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 16, 2014 (Accession Number 0001193125-14-373683).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)(c) | 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)(d) | 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 |