POS AMI

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON April 13, 2020

File No. 811-21638

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

UNDER THE INVESTMENT COMPANY ACT OF 1940	☒
Amendment No. 44

JPMORGAN INSTITUTIONAL TRUST

(Exact Name of Registrant as Specified in Charter)

277 Park Avenue

New York, New York 10172

(Address of Principal Executive Offices)

Registrant’s Telephone Number, including Area Code 800-343-1113

Gregory S. Samuels, Esq.
JPMorgan Chase & Co.
4 New York Plaza

New York, New York 10004

(Name and Address of Agent for Service)

Copies to:

Zachary E. Vonnegut-Gabovitch, Esq.
JPMorgan Chase & Co.
4 New York Plaza

New York, New York 10004

EXPLANATORY NOTE

This Amendment is filed by JPMorgan Institutional Trust (the “Registrant”). This Registration Statement has been filed by the Registrant pursuant to Section 8(b) of the Investment Company Act of 1940, as amended. However, shares of beneficial interest in the Registrant are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), because such shares are issued solely in private placement transactions that do not involve a “public offering” within the meaning of Section 4(2) of the Securities Act. The shares have not been registered under any state securities laws in reliance upon various exemptions provided by those laws. Investments in the shares of the Registrant may be made only by “accredited investors” within the meaning of Regulation D under the Securities Act. This Registration Statement does not constitute an offer to sell, or the solicitation of an offer to buy, any shares of the Registrant.

Part A & B

This filing incorporates by reference the Confidential Offering Memorandum dated June 28, 2019, as supplemented September 4, 2019 and further supplemented September 18, 2019, filed as Amendment No. 39, Amendment No. 40 and Amendment No. 41, respectively; and supplements the Confidential Offering Memorandum Supplement dated June 28, 2019, as supplemented September 4, 2019, as supplemented November 25, 2019 and further supplemented March 3, 2020, filed as Amendment No. 39, Amendment No. 40, Amendment No. 42 and Amendment No. 43, respectively to the Registrant’s Registration Statement on Form N-1A (SEC File No. 811-21638).

JPMORGAN INSTITUTIONAL TRUST

JPMorgan Intermediate Bond Trust

JPMorgan Core Bond Trust

(each, a “Fund” and collectively, the “Funds”)

Supplement dated April 13, 2020

to the Confidential Offering Memorandum

dated June 28, 2019, as supplemented

Effective immediately, the “Risk/Return Summary — The Fund’s Main Investment Risks — General Market Risk” and the “More About the Funds — Investment Risks” ” sections are deleted in their entirety and replaced with the following:

General Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Securities in the Fund’s portfolio may underperform in comparison to securities in general financial markets, a particular financial market or other asset classes due to a number of factors, including inflation (or expectations for inflation), deflation (or expectations for deflation), interest rates, global demand for particular products or resources, market instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers, regulatory events, other governmental trade or market control programs and related geopolitical events. In addition, the value of the Fund’s investments may be negatively affected by the occurrence of global events such as war, terrorism, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics or pandemics.

For example, the outbreak of COVID-19, a novel coronavirus disease, has negatively affected economies, markets and individual companies throughout the world, including those in which a Fund invests. The effects of this pandemic to public health and business and market conditions, may continue to have a significant negative impact on the performance of the Fund’s investments, increase the Fund’s volatility, exacerbate pre-existing political, social and economic risks to the Fund, and negatively impact broad segments of businesses and populations. The Fund’s operations may be interrupted as a result, which may contribute to the negative impact on investment performance. In addition, governments, their regulatory agencies, or self-regulatory organizations may take actions in response to the pandemic that affect the instruments in which the Fund invests, or the issuers of such instruments, in ways that could have a significant negative impact on the Fund’s investment performance. The full impact of the COVID-19 pandemic, or other future epidemics or pandemics, is currently unknown.

INVESTORS SHOULD RETAIN THIS SUPPLEMENT

WITH THE CONFIDENTIAL OFFERING MEMORANDUM FOR FUTURE REFERENCE

SUP-IBTCBT-COVID-420

JPMORGAN INSTITUTIONAL TRUST

JPMorgan Intermediate Bond Trust

JPMorgan Core Bond Trust

(each, a “Fund” and collectively, the “Funds”)

Supplement dated April 13, 2020

to the Confidential Offering Memorandum Supplement

dated June 28, 2019, as supplemented

Effective immediately, the following new disclosure is added as a separate sub-section under the “INVESTMENT OBJECTIVES AND POLICIES — Miscellaneous Investment Strategies and Risks” section of the Statement of Additional Information Part II:

Infectious Disease Risk. A worldwide outbreak of COVID-19, a novel coronavirus disease, has negatively affected economies, markets and individual companies throughout the world. The effects of this COVID-19 pandemic to public health, and business and market conditions, may continue to have a significant negative impact on the performance of a Fund’s investments, increase a Fund’s volatility, negatively impact the Fund’s arbitrage and pricing mechanisms and exacerbate other pre-existing political, social and economic risks to the Funds.

The risk of further spreading of COVID-19 has led to significant uncertainty and volatility in the financial markets. The impacts of COVID-19, and other epidemics and pandemics that may arise in the future, could adversely affect the economies of many nations, particular regions, or the entire global economy, individual companies and investment products, and the market in general. The full extent of such impacts cannot necessarily be foreseen. The impacts may be short term or may last for an extended period of time, and may exacerbate other pre-existing political, social and economic risks. The value of a Fund and the securities in which a Fund invests may be adversely affected by impacts caused by COVID-19 and other epidemics and pandemics that may arise in the future. The impact of a pandemic may also negatively affect the liquidity of certain of a Fund’s portfolio holdings and may make it more difficult to value such holdings. Because epidemics and pandemics (such as COVID-19) impact broad segments of businesses and populations at the same time or in close succession, often in unpredictable and significant ways, they create the risk that a Fund’s operations may be interrupted, which may have a significant negative impact on investment performance. Governments, their regulatory agencies, or self-regulatory organizations may take actions that affect the instruments in which a Fund invests, or the issuers of such instruments, in ways that could also have a significant negative impact on a Fund’s investment performance.

INVESTORS SHOULD RETAIN THIS SUPPLEMENT

WITH THE CONFIDENTIAL OFFERING MEMORANDUM SUPPLEMENT

FOR FUTURE REFERENCE

SUP-SAI-IBTCBT-COVID-420

PART C: OTHER INFORMATION

Item 23. Exhibits

Exhibits filed pursuant to Form N-1A:
(a)(1)	Certificate of Trust is incorporated by reference to Registrant’s Initial Registration Statement on Form N-1A, SEC File No. 811-21638.
(a)(2)	Declaration of Trust, dated September 14, 2004 (amended May 14, 2014). Incorporated herein by reference to Amendment No. 22 to the Registrant’s Registration Statement filed on June 27, 2014.
(a)(3)	Schedule A to the Declaration of Trust. Incorporated herein by reference to Amendment No. 12 to Registrant’s Registration Statement filed on June 26, 2009.
(b)(1)	By-Laws of JPMorgan Institutional Trust, as Amended and Restated 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)(a)	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)(b)	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)(c)	Amendment to Amended and Restated Transfer Agency Agreement between the Trust and BFDS, dated November 11, 2015. Filed herewith.
(h)(1)(d)	Form of Amendment to Amended and Restated Transfer Agency Agreement between the Trust and BFDS, dated September 30, 2016. Filed herewith.
(h)(1)(e)	Second Amendment to Amended and Restated Transfer Agency Agreement between the Trust and DST Asset Manager Solutions, Inc. (“DST AMS” f/k/a “Boston Financial Data Services, Inc.”), dated August 30, 2019. Filed herewith.

(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 28, 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 November 8, 2018). Filed herewith.
(99)(a)	Powers of Attorney for the Trustees. Filed herewith.
(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

The Registrant is not directly or indirectly controlled by or under common control with any person other than the Trustees. It does not have any subsidiaries.

Item 25. Indemnification

Article VII, Section 3 of the Trust’s Declaration of Trust provides that, subject to the exceptions and limitations contained in the Trust’s By-Laws: (a) every person who is, has been, or becomes a Trustee or officer of the Trust (hereinafter referred to as a “Covered Person”) shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee or officer of the Trust and against amounts paid or incurred by him in the settlement thereof; and (ii) expenses in connection with the defense of any proceeding of the character described in clause (i) above shall be advanced by the Trust to the Covered Person from time to time prior to final disposition of such proceeding to the fullest extent permitted by law.

Article VII, Section 2 of the Trust’s By-Laws provides that subject to the exceptions and limitations contained in Article VII, Section 4 of the By-Laws the Trust shall indemnify its Covered Persons to the fullest extent consistent with state law and the Investment Company Act of 1940, as amended (“1940 Act”). Without limitation of the foregoing, the Trust shall indemnify each person who was or is a party or is threatened to be made a party to any proceedings, by reason of alleged acts or omissions within the scope of his or her service as a Trustee or officer of the Trust, against judgments, fines, penalties, settlements and reasonable expenses (including attorneys’ fees) actually incurred by him or her in connection with such proceeding to the maximum extent consistent with state law and the 1940 Act. Subject to the exceptions and limitations contained in Section 4 of Article VII of the By-Laws, the Trust may, to the fullest extent consistent with law, indemnify each person who is serving or has served at the request of the Trust as a director, officer, partner, trustee, employee, agent or fiduciary of another domestic or foreign corporation, partnership, joint venture, trust, other enterprise or employee benefit plan (“Other Position”) and who was or is a party or is threatened to be made a party to any proceeding by reason of alleged acts or omissions while acting within the scope of his or her service in such Other Position, against judgments, fines, settlements and reasonable expenses (including attorneys’ fees) actually incurred by him or her in connection with such proceeding to the maximum extent consistent with state law and the 1940 Act. The indemnification and other rights provided by Article VII of the By-Laws shall continue as to a person who has ceased to be a Trustee or officer of the Trust.

Article VII, Section 4 of the Trust’s By-Laws provides that: (a) the Trust shall not indemnify a Covered Person or agent who shall have been adjudicated by a court or body before which the proceeding was brought (i) to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office (collectively, “disabling conduct”) or (ii) not to have acted in good faith in the reasonable belief that his action was in or not opposed to the best interest of the Trust; and (b) the Trust shall not indemnify a Covered Person or agent unless the court or other body before which the proceeding was brought determines that such Trustee, officer or agent did not engage in disabling conduct or, with respect to any proceeding disposed of (whether by settlement, pursuant to a consent decree or otherwise) without an adjudication by the court or other body before which the proceeding was brought, there has been a dismissal of the proceeding by the court or other body before which it was brought for insufficiency of evidence of any disabling conduct with which such a Covered Person or agent has been charged and a determination that such Trustee, officer or agent did not engage in disabling conduct by at least a majority of those Trustees who are neither interested persons of the Trust (as that term is defined in Section 2(a)(19) of the 1940 Act) nor parties to the proceeding based upon a review of readily available facts (as opposed to a full trial-type inquiry).

Item 26. Business and Other Connections of the Investment Adviser

See “Management of the Trust” in Part B. Information as to the directors and officers of the Adviser is included in its Form ADV filed with the SEC and is incorporated herein by reference.

Item 27. Principal Underwriter

Not applicable.

Item 28. Location of Accounts and Records

All accounts, books, records and documents required pursuant to Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder are maintained in the physical possession of: JPMorgan Funds Management, Inc. (named One Group Administrative Services, Inc. through February 15, 2005), the Registrant’s administrator, at 383 Madison Avenue, New York, NY 10179; JPMorgan Chase Bank, the Registrant’s custodian at 383 Madison Avenue, New York, NY 10179; J.P. Morgan Investment Management Inc., the Registrant’s investment adviser, at 383 Madison Avenue, New York, NY 10179; DST Systems Inc., 333 W. 11^th Street, Kansas City, MO 64105, the Registrant’s transfer agent.

Item 29. Management Services

None.

Item 30. Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended and the Investment Company Act of 1940, as amended, the Registrant, JPMorgan Institutional Trust, has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York and State of New York on the 13th day of April, 2020.

JPMorgan Institutional Trust
By:	Brian S. Shlissel*
	Name: Brian S. Shlissel
	Title: President and Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on April 13, 2020.

John F. Finn*
                      

John F. Finn

Trustee

Stephen P. Fisher*
                      

Stephen P. Fisher

Trustee

Kathleen M. Gallagher*
                      

Kathleen M. Gallagher

Trustee

Dennis P. Harrington*
                      

Dennis P. Harrington

Trustee

Frankie D. Hughes*
                      

Frankie D. Hughes

Trustee

Raymond Kanner*
                      

Raymond Kanner

Trustee

Timothy J. Clemens*
                      

Timothy J. Clemens

Treasurer and Principal Financial Officer

*By	/s/ Zachary E. Vonnegut-Gabovitch
	Zachary E. Vonnegut-Gabovitch
	Attorney-In-Fact

Peter C. Marshall*
                      

Peter C. Marshall

Trustee

Mary E. Martinez*
                      

Mary E. Martinez

Trustee

Marilyn McCoy*
                      

Marilyn McCoy

Trustee

Mitchell M. Merin*
                      

Mitchell M. Merin

Trustee

Robert A. Oden, Jr.*
                      

Robert A. Oden, Jr.

Trustee

Marian U. Pardo*
                      

Marian U. Pardo

Trustee

Brian S. Shlissel*
                      

Brian S. Shlissel

President and Principal Executive Officer

Exhibit Index

(h)(1)(c)	Amendment to Amended and Restated Transfer Agency Agreement between the Trust and BFDS, dated November 11, 2015.
(h)(1)(d)	Form of Amendment to Amended and Restated Transfer Agency Agreement between the Trust and BFDS, dated September 30, 2016.
(h)(1)(e)	Second Amendment to Amended and Restated Transfer Agency Agreement between the Trust and DST Asset Manager Solutions, Inc. (“DST AMS” f/k/a “Boston Financial Data Services, Inc.”), dated August 30, 2019.
(p)(2)	Code of Ethics of JPMAM, including JPMIM, (Effective February 1, 2005, Revised November 8, 2018).
(99)(a)	Powers of Attorney for the Trustees.

EX-99.(H)(1)(C)

AMENDMENT TO

TRANSFER AGENCY AGREEMENT

THIS AMENDMENT is made as of November 11, 2015, by and between the J.P. Morgan Funds entities that are parties to the agreement and are listed on the agreement’s Appendix A and Boston Financial Data Services, Inc., all as the parties to the Transfer Agency Agreement, dated September 1, 2009, as amended (the “Agreement”).

WHEREAS, the parties hereto wish to amend the Agreement to add JPMorgan Trust IV, as well as to revise Appendix A.

NOW, THEREFORE, in consideration of the mutual premises and covenants herein set forth, the parties agree as follows:

1. Capitalized terms not otherwise defined herein shall have the same meaning as are set forth in the Agreement.

2. As of the date of the Amendment, JPMorgan Trust IV is added to the Agreement.

3. As of the date of the Amendment, Appendix A is replaced with the new, attached Appendix A.

4. This Amendment shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and permitted assigns.

5. This Amendment may be executed in one or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.

*            *              *            *

1

IN WITNESS WHEREOF, the parties have caused this amendment to the Agreement to be executed by their duly authorized officers as of the day and year first above written.

J.P. Morgan Fleming Mutual Fund Group, Inc. J.P. Morgan Mutual Fund Investment Trust JPMorgan Institutional Trust JPMorgan Insurance Trust JPMorgan Trust I JPMorgan Trust II JPMorgan Trust III JPMorgan Trust IV UM Investment Trust Undiscovered Managers Funds
By:	/s/ Julie A. Roach
Name:	Julie A. Roach
Title:	Assistant Treasurer
Boston Financial Data Services, Inc.
By:	/s/ Joseph M. Filardo
Name:	Joseph M. Filardo
Title:	Vice President

2

EX-99.(H)(1)(D)

Amendment to

Amended and Restated Transfer Agency Agreement

This amendment, which is signed and effective this 30^th day of September, 2016 (the “Effective Date”) (the “Amendment”), hereby amends the Amended and Restated Transfer Agency Agreement (the “Agreement”), dated September 1, 2014, as amended from time to time, by and among Boston Financial Data Services, Inc. (“BOSTON FINANCIAL”) and each of the entities listed on Appendix A to the Agreement (the “Funds”).

WHEREAS, certain of the Funds, which are money market funds (the “Money Market Funds” or “MMFs”), are subject to additional requirements under Rule 2a-7 (“Rule 2a-7”) under the Investment Company Act of 1940 (the “1940 Act”); and

WHEREAS, the Trusts (as defined in the Agreement) have requested that BOSTON FINANCIAL provide certain additional services to the Funds in furtherance of each Fund’s compliance with Rule 2a-7, where applicable, and have agreed to pay the additional fees for such services as set forth in this Amendment;

WHEREAS, BOSTON FINANCIAL has agreed to provide such additional services as of the Effective Date set forth above;

WHEREAS, the parties wish to amend the Agreement to reflect the foregoing new services and Section 28.D. of the Agreement provides that the Agreement may be amended or modified by written agreement properly authorized and executed by each party thereto;

NOW, THEREFORE, the parties, for good and valuable consideration, agree as follows:

All terms not defined herein shall have the meanings assigned to them in the Agreement.

1. Section 2 (Certain Representations and Warranties of Boston Financial). Section 2 of the Agreement is hereby amended to add a new subsection as follows:

“H. BOSTON FINANCIAL will process transactions in institutional non-government money market funds using the market-based values of the shares, which shall be calculated by the Funds at the times set forth in such Funds’ registration statement, as amended from time to time, and at a level of precision of 1/100th of one percent (the fourth decimal place in the case of a Fund with a $1.0000 share price). BOSTON FINANCIAL acknowledges that the Funds currently expect to calculate pricing three times each business day, but that additional calculations may be added in the future, subject to Section 3 below.”

2. Section 3 (Certain Representations and Warranties of the Trust). Section 3 of the Agreement is hereby amended to add a new subsection as follows:

“F. That in providing services under the Agreement, BOSTON FINANCIAL may rely upon the designations for the MMFs communicated by the Funds to BOSTON FINANCIAL in writing as retail money market funds or government money market funds (each as defined in Rule 2a-7 under the Investment Company Act of 1940, “Retail MMFs” and “Government MMFs,”

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respectively) or as a money market fund that does not qualify as either a Retail MMF or a Government MMF.”

3. Section 4 (Scope of Appointment). Section 4 of the Agreement is hereby amended as set forth below:

a. By adding the following new sentences to the end of Subsection 4.D.(i), which addresses shareholder accounts:

“As requested by the Trust, BOSTON FINANCIAL will accept account applications only from natural persons for a Retail MMF. For purposes of this paragraph, an account owned by a natural person shall be deemed to include an account beneficially owned by an individual that provides BOSTON FINANCIAL with a “Social Security Number” (as defined by the Internal Revenue Service). In the event that an investor submits a purchase order in a Retail MMF but does not provide a Social Security Number, BOSTON FINANCIAL will promptly follow mutually agreed upon procedures, which shall include a review by the Trust or its agent (other than BOSTON FINANCIAL) to ensure proper documentation was received that the account meets applicable eligibility requirements. BOSTON FINANCIAL shall implement and maintain systematic controls that are reasonably designed to prevent an account that is not identified as being owned by a natural person and that does not present a Social Security Number from investing in a Retail MMF without following the mutually agreed upon procedures referenced above. Upon request, BOSTON FINANCIAL shall provide reasonable assistance to the Trust’s employees or representatives in connection with Trust’s periodic review of account documentation to verify that the shareholders in a Retail MMF meet applicable eligibility requirements as mutually agreed upon by the parties and as set forth in the Procedures. Upon written instruction from the Trust or its agent (which shall include confirmation from the Trust or such agent that any regulatory notification periods have been satisfied or are not applicable), BOSTON FINANCIAL will redeem shareholders’ assets from a MMF in accordance with the instructions of the Trust or its agent.”

b. By adding the following new sentences to the end of Subsection 4.D.(viii), which addresses reports:

“Upon request of a MMF or its agent, BOSTON FINANCIAL will promptly provide the MMF with transaction information that reflects purchase, redemption and exchange transactions received before and after each NAV calculation, the liquidity fee application, or redemption gate application or another requested time, as applicable. When a liquidity fee is in place, upon a MMF’s request BOSTON FINANCIAL will provide reports that reflect transactions coded by a financial intermediary to indicate if the financial intermediary plans to directly withhold the liquidity fee for such transactions. BOSTON FINANCIAL and the MMFs shall mutually agree in advance on the contents of additional reports or information files as the MMFs may reasonably request from time to time. In addition to the foregoing, BOSTON FINANCIAL will continue to maintain daily records and produce daily reports (“Supersheet”) for each Fund’s custodian at mutually agreed upon times. The Supersheets will include aggregate transactions and the amounts received and disbursed by BOSTON FINANCIAL with respect to each fund, which may be used by an MMF in connection

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with the periodic reporting of data on a MMF’s website, or in its regulatory filings, or reports to its Board of Trustees.”

c. By adding the following new sentence to the end of Subsection 4.D.(ix), which addresses records:

“BOSTON FINANCIAL shall maintain records in accordance with the terms of this Agreement of the transactions processed by BOSTON FINANCIAL in the MMFs, which reflect the date and time that such transaction requests were received.”

d. By replacing at the beginning of Subsection 4.D.(xiii) the words “processing, generally on the date of receipt” with “promptly processing” and by adding the following new sentence to the end of Subsection 4.D. (xiii), which addresses the processing of purchases and redemptions:

“The Trusts shall notify BOSTON FINANCIAL prior to the Effective Date of the number of times per day, the specific times at which the NAV for MMFs will ordinarily be calculated and the number of decimals to which the calculation will be made. The Trusts shall provide BOSTON FINANCIAL with at least one (1) business days’ notice of any scheduled change to the times for such calculations in order that BOSTON FINANCIAL can make appropriate system adjustments, provided, however, that any MMF may suspend trading (including suspending the calculation of one or more NAVs) at any time upon notice to BOSTON FINANCIAL. In such an event, BOSTON FINANCIAL and the MMF shall follow mutually agreed upon procedures for handling such suspension of trading or NAV calculation. Such calculation shall be to the number of decimals reasonably instructed by the MMF (not to exceed 4 decimals). Once a MMF’s pricing cut-offs have been established, BOSTON FINANCIAL shall process MMF purchase and redemption transactions received in proper order prior to the MMF’s next NAV calculation time. With mutually agreed upon notice from a MMF, BOSTON FINANCIAL will implement: (1) a liquidity fee as specified by the MMF of up to 2.00%, (2) a modification of such fee as directed by the MMF, or (3) a ‘redemption gate,’ which either suspends redemptions for up to ten (10) business days in any 90 day period as directed by the MMF or suspends redemptions in connection with a liquidation. When a redemption gate is in effect for a MMF, any redemption and exchange transactions received for the MMF during the designated period will be rejected by BOSTON FINANCIAL and all purchase requests, and all orders received when a liquidity fee is in place, will be processed or rejected in accordance with the instructions of the MMF. When a liquidity fee is in place, BOSTON FINANCIAL will, promptly upon request, aggregate estimated fees and (i) report to the Fund any transactions where a financial intermediary has indicated that it is electing to directly withhold the liquidity fee, (ii) provide the Funds with any liquidity fee estimates received from financial intermediaries, and (iii) provide updates to the Funds of any financial intermediaries’ subsequent changes from such estimates. BOSTON FINANCIAL shall not be responsible for (i) the accuracy or reconciliation of information submitted by financial intermediaries relating to liquidity fees; or (ii) for ensuring that financial intermediaries submit estimates of such fees (although it shall promptly provide a list of such financial intermediaries to the MMFs upon request).”

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4. Section 7 (Operation of the TA2000TM System). Section 7 of the Agreement is hereby amended as set forth below:

a. By adding the following new sentences to the end of Subsection 7.A.:

“BOSTON FINANCIAL shall maintain records in accordance with the terms of this Agreement of the transactions processed by BOSTON FINANCIAL in the MMFs, which reflect the date and time that such transaction requests were received and either (1) the receipt of a Social Security Number for an account’s beneficial owner, or (2) any communications between BOSTON FINANCIAL and a MMF relating to the determinations as to the eligibility of investors in a Retail MMF in accordance with the Procedures. BOSTON FINANCIAL shall promptly provide such records to a Fund upon request, including, but not limited to, for the purpose of the Fund determining which orders were received before and after a particular time or event;”

b. By adding the following new sentence to the end of Subsection 7.F.:

“With respect to MMFs that calculate their NAV to a level of precision greater than two decimals, the parties may mutually agree to other “as of” provisions and thresholds in the Trust-specific procedures (as defined below). In the event that they do, such provisions and thresholds shall govern as to MMFs. In the event that they do not mutually agree to other provisions and thresholds in the Trust-specific procedures, the provisions and thresholds in this Section 7.F. shall govern as to MMFs.”

c. By revising Subsection 7.G. as follows:

to replace the definition of “Procedures” in the first sentence with the following:

“…BOSTON FINANCIAL’s standard transfer agency procedures as set forth in its legal manual (the “Legal Manual”), which has been made available to the Trust electronically, and any Trust-specific procedures, including MMF related procedures, that have been mutually agreed upon by the parties in writing (the “Trust-specific procedures” and collectively with the Legal Manual, the “Procedures”)…”

and

(i) to add the following new sentences to the end of Subsection 7.G.:

“BOSTON FINANCIAL shall perform its duties under the Agreement in accordance with the Legal Manual and the Trust-specific procedures (as defined in this Section). A breach by BOSTON FINANCIAL of its duties under the Trust-specific procedures shall constitute a breach of its duties under this Agreement and a failure to comply with the terms of the Agreement. In the event of a conflict between the Trust-specific procedures and the Legal Manual, the Trust specific procedures shall be deemed to control; and ”By adding new Subsection 7.I. to read as follows:

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“I. For purposes of this Agreement, the following additional terms shall be deemed to apply to the Trust’s MMFs: (i) all MMF purchase, redemption and exchange transactions received by BOSTON FINANCIAL in proper order (as set forth in a Fund’s prospectus), shall be processed as promptly as possible and in each case prior to a MMF’s next NAV calculation time; (ii) any MMF redemption proceeds that have been requested by wire shall be released in accordance with a mutually agreed upon schedule; and (iii) BOSTON FINANCIAL shall provide the mutually agreed upon reports to the Trust and to such service providers and intermediaries as the Trust may instruct.”

5. Section 8 (Indemnification). The last sentence of Section 8.A. is hereby deleted.

6. Section 21 (Assumption of Duties by the Trust or by Agents of the Trust). Section 21 of the Agreement is hereby amended by adding the words “other than Sections 4.D(i), (viii), (ix) and (xiii), for which this Section 21 shall not apply” following the word “Agreement” at the end of Subsection 21.A.

7. Fees. Exhibit A (Fee Schedule) to the Agreement is hereby amended to add new subsection 9, which shall read as follows:

“9. Money Market Fund Fees

Implementation Fee1	Waived
Annual Fee2	$150,000/year
Institutional CUSIP fee (includes 1 – 3 intraday price points)3	$25,000/year
Additional price points (each)	$5,000
Per Event Fees (Fees + Gates)4
Event Minimum	$15,000/event
Per Associate/Per Day5	$500.00

¹  Standard implementation fees are waived; any request for client specific testing will be billed at existing technical support rate.

²  Annual Support Fee will be invoiced commencing in October 2016 for all funds with a floating NAV CUSIPS.

³  The CUSIP fee applies to any CUSIP for which Transfer Agent will support a floating NAV requiring same day settlement.

⁴  Event fees will only be assessed if a liquidity fee or gate is invoked.

⁵  For purposes of calculating this fee, the Dedicated Client Service personnel defined in Exhibit A to the Agreement shall be excluded.

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8. Other than as amended hereby, the Agreement remains in full force and effect. To the extent that the terms of this Amendment conflict with the terms of the Agreement, the terms of this Amendment shall be deemed to control as to the matters that are addressed herein.

9. This Amendment, like the Agreement, shall be construed in accordance with the laws of the Commonwealth of Massachusetts.

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective duly authorized officers, to be effective as of the day and year first above written.

TRUST (Each of the entities listed on Appendix A to the Agreement)

By:

Title:

as an Authorized Officer on behalf of each of the Trusts and Funds indicated on Appendix A to the Agreement

BOSTON FINANCIAL DATA SERVICES, INC.

By:

Title:

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EX-99.(H)(1)(E)

Amendment to

Amended and Restated Transfer Agency Agreement

This amendment, which is signed and effective this 30th day of August, 2019 (the “Effective Date”) (the “Amendment”), hereby amends the Amended and Restated Transfer Agency Agreement (the “Agreement”), dated September 1, 2014, as amended from time to time, by and among DST Asset Manager Solutions, Inc. (“DST AMS” f/k/a “Boston Financial Data Services, Inc.”) and each of the entities listed on Appendix A to the Agreement (the “Funds”).

WHEREAS, as of January 1, 2018, Boston Financial Data Services, Inc. changed its legal name to DST Asset Manager Solutions, Inc.; and

WHEREAS, the principal place of business of the Trusts and the Funds has changed from “270 Park Avenue, New York, NY 10017” to “277 Park Avenue, New York, NY 10172”; and

WHEREAS, the parties wish to amend the term and certain other provisions of the Agreement, and Section 28.D. of the Agreement provides that the Agreement may be amended or modified by written agreement properly authorized and executed by each party thereto;

NOW, THEREFORE, the parties, for good and valuable consideration, agree as follows:

All terms not defined herein shall have the meanings assigned to them in the Agreement.

1. Name Change. All references in the Agreement and in any exhibits or schedules thereto to “Boston Financial Data Services, Inc.” or “BOSTON FINANCIAL” shall be deemed to refer to “DST Asset Manager Solutions, Inc.”, or “DST AMS” respectively.

2. Address Change. All references in the Agreement, including the preamble, and in any exhibits or schedules thereto to the principal place of business or address of the Trusts and/or the Funds shall be deleted in their entirety and replaced with “277 Park Avenue, New York, NY 10172.”

3. Section 3 (Certain Representations and Warranties of Trust). Subsection 3.B of the Agreement is deleted in its entirety and replaced with the following:

“The Trust and each Fund set forth on Appendix A is an investment company registered under the Investment Company Act of 1940, as amended.”

4. Section 9 (Certain Covenants of DST AMS and the Trust). Subsection 9.H of the Agreement is hereby deleted in its entirety and replaced with the following:

“During the term of this Agreement, DST AMS shall implement and maintain a written cybsecurity program with policies and procedures that include appropriate administrative, physical, technical and organizational controls, including effective access controls and encryption in transit, to protect against reasonably anticipated threats or hazards to the security, integrity or confidentiality of DST AMS’s information systems, Consumer Information (as defined in Subsection 23.A) and Customer Information (as defined in Subsection 23.D). Upon the Trust’s reasonable request, DST AMS shall provide to the Trust supplemental information concerning the aspects of such cybersecurity policies and procedures that are relevant to the services that DST AMS is to provide under this Agreement

and the responsibilities of DST AMS with respect thereto. DST AMS shall employ intrusion detection systems, anti-virus software, network security and an automated security monitoring, analysis and response system to identify, manage and counter security threats (including cyber-security attacks) as well as monitor policy adherence. DST AMS shall also perform annual penetration and vulnerability tests, which are conducted by an independent third party, to validate the security of the networks of DST AMS. DST AMS shall provide an attestation of such tests available to the Trust. DST AMS will evaluate the results of vulnerability scans and other tests and will (i) remediate security exposures deemed material by DST AMS’ personnel as reasonably appropriate taking into account facts and circumstances surrounding such issues; and (ii) provide the Trust with information regarding such remediation of such security exposures that could reasonably be expected to adversely impact DST AMS’ provision of services under this agreement. In addition, DST AMS may use third party security reviews to support their security efforts when necessary. DST AMS shall maintain such cyber-insurance policies as DST AMS determines in its commercially reasonable business judgment are necessary and appropriate in scope and limits for a transfer agent performing services of the type to be provided by it hereunder. Upon the Trust’s request, DST AMS will provide certificates evidencing such cyber insurance policies maintained by DST AMS.

In the event of (a) a cybersecurity attack upon DST AMS’s system that has adversely impacted, or could potentially adversely impact, DST AMS’s provision of the services under this Agreement, or (b) any attack, security breach or other incident which has resulted or could potentially result in unauthorized access to, loss, disruption, alteration, misuse or unauthorized processing of any Consumer Information or Customer Information (any of the foregoing a “Data Security Event”), DST AMS shall take appropriate actions to contain and mitigate any such Data Security Event, including notifying the Trust as soon as reasonably possible of the Data Security Event, which notice shall be, as applicable, no later than (a) 24 hours following DST AMS’s confirmation of a Data Security Event; or (b) 72 hours following DST AMS’s initial determination that a Data Security Event may have impacted, or could potentially impact, as applicable, DST AMS’s provision of services under this Agreement or may have compromised, or could potentially compromise, as applicable, any Consumer Information, Customer Information or other information or data of the Trust or its administrator or distributor but that has not yet been confirmed. Any notice of a confirmed Data Security Event shall include a summary of the confirmed Data Security Event and the steps that are being taken or proposed to be taken to remedy the consequences of such Data Security Event. DST AMS shall provide the Trust with regular updates as to such Data Security Event and upon completion of the investigation, DST AMS shall provide the Trust with a final update reflecting the extent of the Data Security Event, the Consumer Information, Customer Information and/or other data of the Trust or its administrator or distributor that was accessed, lost, disrupted, altered, misused or otherwise compromised, the remedial or corrective actions taken, and the additional measures, if applicable, that DST AMS has implemented to reduce the risk or impact of a similar future Data Security Event. DST AMS shall reasonably cooperate with the Trust and provide any additional information reasonably requested regarding the Data Security Event, including access to network logs, audit trails and other relevant records to the extent practicable, except that DST AMS shall not be required to violate the terms of another client agreement or applicable law when providing such information. DST AMS shall not disclose the existence of a Data Security Event, including to any customers, consumers or the general public, without first notifying the Trust and obtaining its express written permission, except where applicable law requires disclosure of the Data Security Event to any affected individuals before notification to the Trust.”

5. Section 15 (Force Majeure and Disaster Recovery Plans). Subsection 15.B of the Agreement is hereby amended in its entirety and replaced with the following:

“During the term of this Agreement, DST AMS will maintain a comprehensive business continuity and disaster recovery plan that is consistent with then-current generally accepted industry standards and reasonably designed to provide for the safekeeping of the Trust’s records and for the provision of services to the Trust necessary to maintain the continuity of the Trust’s essential business functions during emergencies and disasters (“DR/BCP Plan”). The DR/BCP Plan shall provide, among other things, a mechanism for the redundancy or back-up of business operations designed to keep the services provided under this Agreement from becoming unavailable for a significant amount of time due to an emergency, disaster, severe degradation or failure of DST AMS’s data security measures or other crisis and to permit the related business operations of DST AMS to be re-instituted in a time period that permits the ongoing operation and functionality of the business to which the services relate. Upon reasonable request of the Trust, DST AMS will provide an executive summary of such DR/BCP Plan, or such other supplemental information concerning the aspects of the DR/BCP Plan that are relevant to the services provided by, , and the responsibilities of, the Transfer Agent under this Agreement. DST AMS will test the adequacy of its DR/BCP Plan at least annually, and upon request, the Trust may participate in such test. Upon request by the Trust, DST AMS will provide the Trust with a letter assessing the most recent business continuity and disaster recovery test results. DST AMS will not alter its comprehensive DR/BCP Plan in a way that would have a material adverse effect on the recovery times or other parameters that are material to the services provided under this Agreement without the prior written consent of the Trust. In the event of a business disruption or disaster that materially impacts DST AMS’s provision of services under this Agreement, DST AMS will (i) notify the Trust of the disruption and the steps being implemented under the DR/BCP Plan; and (ii) the parties shall (if requested by the Trust) hold a meeting as soon as reasonably practicable to review the extent of the disruption or disaster and the implementation of the recovery process. If the Trust reasonably determines that DST AMS has not or cannot put its DR/BCP Plan in place quickly enough to meet the Trust’s needs or in accordance with the timeframes or schedules set forth therein or is otherwise unable to provide equal access to such services, DST AMS shall promptly provide reasonable assistance and support to the Trust in seeking such services from an alternative source, at DST AMS’s expense. DST AMS shall, if reasonably requested by the Trust, provide information to the Trust to allow the Trust to develop a disaster contingency plan that will work in concert with DST AMS’s plan. DST AMS shall promptly notify the Trust of any material deficiencies in DST AMS’s compliance with the DR/BCP Plan.”

6. Section 19 (Provisions Relating to DST AMS as Transfer Agent). Section 19 of the Agreement is hereby amended by adding the following as a new Subsection 19.F:

“The U.S. Foreign Account Tax Compliance Act (“FATCA”). DST AMS shall maintain in the Trust’s records, valid documentation sufficient to establish the FATCA status of each Shareholder registered on the books of the Trust for purposes of FATCA (including an executed United States Internal Revenue Service (“IRS”) Form W-9 or appropriate W-8, as applicable). DST AMS shall take such further actions as required by applicable FATCA regulations with respect to account onboarding and due diligence, monitoring, remediation, withholding and reporting, or as otherwise agreed upon with the Trust from time to time in connection with FATCA compliance. DST AMS shall advise the Trust of any changes in circumstances (for purposes of FATCA) of which it is aware or has reason to know with respect to such Shareholders.”

7. Section 22 (Termination of Agreement). Subsection 22.A of the Agreement is hereby amended by deleting the first sentence of the subsection and replacing it with the following:

“This Agreement shall be in effect from the 1st day of September, 2019, through the 31st day of August 2024 (the “Initial Term” of this Transfer Agency Agreement).”

8. Schedule 19.E

a. The title of this Schedule 19.E is hereby deleted in its entirety and replaced with “AML Services; Identity Theft Prevention Services.”

b. Paragraph 1.1 is hereby deleted in its entirety and replaced with the following:

“In order to assist the Trust with the Trust’s anti-money laundering (AML) responsibilities under applicable AML laws and regulations, including the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, the customer identification program rules jointly adopted by the Securities and Exchange Commission and the U.S. Treasury Department and other applicable laws and regulations relating to the prevention of money laundering and terrorist financing (collectively, “AML Laws”), DST AMS has implemented risk-based AML compliance procedures (“AML Procedures”) reasonably designed to comply with AML Laws. DTS AMS’ AML Procedures among other things: (i) promote the detection and reporting of potential money laundering and terrorist financing activities, and to assist the Trust in complying with the Trust’s obligations under the AML Laws; and (ii) assist in the identification and verification, and other required customer due diligence (including but not limited to the identification and verification of beneficial owners), of persons opening accounts with the Trust and determine whether such persons appear on any list of known or suspected terrorists or terrorist organizations. The Trust has had an opportunity to review the AML Procedures with the Transfer Agent and desires to implement the AML Procedures as part of the Trust’s overall AML program (the “AML Program”), and, subject to the terms of the AML Laws and this Agreement, delegates to the Transfer Agent the day-to-day operation of the AML Procedures on behalf of the Trust. The Trust also delegates to the Transfer Agent the authority to report suspicious activity (i.e., shareholder activity that would require the filing of a SAR (as defined herein) with the Department of Treasury’s Financial Crimes Enforcement Network (FinCEN)).”

c. Paragraph 4.1(k) is hereby deleted in its entirety and replaced with the following:

“(i) Take reasonable steps to verify the identity of any person, or of any beneficial owners of such persons, seeking to become a new customer of the Trust and notify the Trust in the event such person or beneficial owner cannot be verified, (ii) Maintain records of the information used to verify the person’s or beneficial owner’s identity, as required, and (iii) Determine whether the person or beneficial owner appears on any lists of known or suspected terrorists or terrorist organizations provided to the Trust by any government agency;”

d. Paragraph 4.3 is deleted in its entirety.

e. Schedule 19.E is hereby amended by adding the following as a new Paragraph 5:

“DST AMS, pursuant to Regulation S-ID, has adopted and will maintain a program of policies and procedures that are reasonably designed to assist each Trust, and each of its respective series, in the detection of patterns, practices, or specific activity that indicates the possible existence of identity

theft (such activity, “Red Flags”) that may arise, including in connection with the performance of DST AMS’ responsibilities and obligations under this Agreement. DST AMS shall (a) assist the Trust and the Funds in their compliance with Regulation S-ID and other laws, rules and guidance relating thereto, and (b) report any detected Red Flags to the Trust. In addition, in light of the role and responsibilities of DST AMS as transfer agent pursuant to the Agreement, the parties recognize that it is appropriate to delegate to DST AMS responsibility of administering certain mutually agreed upon portions of the Identity Theft Prevention / Red Flags policy of each Trust, and DST AMS accepts that delegation.”

8. “Appendix A – Fund List” is deleted in its entirety and replaced with the Appendix A attached hereto as Attachment 1.

9. “Exhibit A – Fee Schedule” is deleted in its entirety and replaced with the Exhibit A attached hereto as Attachment 2.

10. Other than as amended hereby, the Agreement remains in full force and effect. To the extent that the terms of this Amendment conflict with the terms of the Agreement, the terms of this Amendment shall be deemed to control as to the matters that are addressed herein.

11. This Amendment, like the Agreement, shall be construed in accordance with the laws of the Commonwealth of Massachusetts.

[Remainder of page left blank; signatures on next page]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective duly authorized officers, to be effective as of the day and year first above written.

TRUST (Each of the entities listed on Appendix A to the Agreement)

By:	/s/ Timothy Clemens
Title: Treasurer
as an Authorized Officer on behalf of each of the Trusts and Funds indicated on Appendix A to the Agreement
DST ASSET MANAGER SOLUTIONS, INC.
By:	/s/ Rahul Kanwar
Title: Authorized Representative

Attachment 1

Appendix A

Transfer Agency Agreement for JPMorgan Funds

List of Entities Covered by the Transfer Agency Agreement

J.P. Morgan Funds Administered by JPMorgan Funds Management, Inc.

As of February 13, 2019

JPMorgan Institutional Trust – Delaware Statutory Trust

JPMorgan Intermediate Bond Trust

JPMorgan Core Bond Trust

J.P. Morgan Fleming Mutual Fund Group, Inc. – Maryland Corporation

JPMorgan Mid Cap Value Fund

J.P. Morgan Mutual Fund Investment Trust – Massachusetts Business Trust

JPMorgan Growth Advantage Fund

JPMorgan Insurance Trust – Massachusetts Business Trust

JPMorgan Insurance Trust Core Bond Portfolio

JPMorgan Insurance Trust Global Allocation Portfolio

JPMorgan Insurance Trust Income Builder Portfolio

JPMorgan Insurance Trust Mid Cap Value Portfolio

JPMorgan Insurance Trust Small Cap Core Portfolio

JPMorgan Insurance Trust U.S. Equity Portfolio

JPMorgan Trust I – Delaware Statutory Trust

JPMorgan 100% U.S. Treasury Securities Money Market Fund

JPMorgan Access Balanced Fund

JPMorgan Access Growth Fund

JPMorgan California Municipal Money Market Fund

JPMorgan California Tax Free Bond Fund

JPMorgan Corporate Bond Fund

JPMorgan Diversified Fund

JPMorgan Emerging Economies Fund

JPMorgan Emerging Markets Corporate Debt Fund

JPMorgan Emerging Markets Debt Fund

JPMorgan Emerging Markets Equity Fund

JPMorgan Emerging Markets Strategic Debt Fund

JPMorgan Equity Focus Fund

JPMorgan European Dynamic Fund

JPMorgan Federal Money Market Fund

JPMorgan Floating Rate Income Fund

JPMorgan Global Allocation Fund

JPMorgan Global Bond Opportunities Fund

JPMorgan Global Research Enhanced Index Fund

JPMorgan Growth and Income Fund

JPMorgan Hedged Equity Fund

JPMorgan High Yield Municipal Fund

JPMorgan Income Builder Fund

JPMorgan Income Fund

JPMorgan Inflation Managed Bond Fund

JPMorgan Intermediate Tax Free Bond Fund

JPMorgan International Advantage Fund

JPMorgan International Equity Fund

JPMorgan International Unconstrained Equity Fund

JPMorgan International Value Fund

JPMorgan Intrepid America Fund

JPMorgan Intrepid Growth Fund

JPMorgan Intrepid Sustainable Equity Fund

JPMorgan Intrepid Value Fund

JPMorgan Managed Income Fund

JPMorgan Mid Cap Equity Fund

JPMorgan New York Municipal Money Market Fund

JPMorgan New York Tax Free Bond Fund

JPMorgan Opportunistic Equity Long/Short Fund

JPMorgan Prime Money Market Fund

JPMorgan Research Market Neutral Fund

JPMorgan Short Duration Core Plus Fund

JPMorgan Small Cap Blend Fund

JPMorgan Small Cap Core Fund

JPMorgan Small Cap Equity Fund

JPMorgan SmartRetirement Income Fund

JPMorgan SmartRetirement 2015 Fund

JPMorgan SmartRetirement 2020 Fund

JPMorgan SmartRetirement 2025 Fund

JPMorgan SmartRetirement 2030 Fund

JPMorgan SmartRetirement 2035 Fund

JPMorgan SmartRetirement 2040 Fund

JPMorgan SmartRetirement 2045 Fund

JPMorgan SmartRetirement 2050 Fund

JPMorgan SmartRetirement 2055 Fund

JPMorgan SmartRetirement 2060 Fund

JPMorgan SmartRetirement Blend Income Fund

JPMorgan SmartRetirement Blend 2015 Fund

JPMorgan SmartRetirement Blend 2020 Fund

JPMorgan SmartRetirement Blend 2025 Fund

JPMorgan SmartRetirement Blend 2030 Fund

JPMorgan SmartRetirement Blend 2035 Fund

JPMorgan SmartRetirement Blend 2040 Fund

JPMorgan SmartRetirement Blend 2045 Fund

JPMorgan SmartRetirement Blend 2050 Fund

JPMorgan SmartRetirement Blend 2055 Fund

JPMorgan SmartRetirement Blend 2060 Fund

JPMorgan Strategic Income Opportunities Fund

JPMorgan Systematic Alpha Fund

JPMorgan Tax Aware Equity Fund

JPMorgan Tax Aware Real Return Fund

JPMorgan Tax Aware Real Return SMA Fund

JPMorgan Tax Free Money Market Fund

JPMorgan Total Return Fund

JPMorgan U.S. Equity Fund

JPMorgan U.S. Large Cap Core Plus Fund

JPMorgan U.S. Research Enhanced Equity Fund

JPMorgan U.S. Small Company Fund

JPMorgan Unconstrained Debt Fund

JPMorgan Value Advantage Fund

JPMorgan Trust II – Delaware Statutory Trust

JPMorgan Core Bond Fund

JPMorgan Core Plus Bond Fund

JPMorgan Equity Income Fund

JPMorgan Equity Index Fund

JPMorgan Government Bond Fund

JPMorgan High Yield Fund

JPMorgan International Research Enhanced Equity Fund

JPMorgan Intrepid Mid Cap Fund

JPMorgan Investor Balanced Fund

JPMorgan Investor Conservative Growth Fund

JPMorgan Investor Growth & Income Fund

JPMorgan Investor Growth Fund

JPMorgan Large Cap Growth Fund

JPMorgan Large Cap Value Fund

JPMorgan Limited Duration Bond Fund

JPMorgan Liquid Assets Money Market Fund

JPMorgan Market Expansion Enhanced Index Fund

JPMorgan Mid Cap Growth Fund

JPMorgan Mortgage-Backed Securities Fund

JPMorgan Municipal Income Fund

JPMorgan Municipal Money Market Fund

JPMorgan Short Duration Bond Fund

JPMorgan Short-Intermediate Municipal Bond Fund

JPMorgan Small Cap Growth Fund

JPMorgan Small Cap Value Fund

JPMorgan Tax Free Bond Fund

JPMorgan U.S. Government Money Market Fund

JPMorgan U.S. Treasury Plus Money Market Fund

JPMorgan Trust IV – Delaware Statutory Trust

JPMorgan Core Focus SMA Fund

JPMorgan Emerging Markets Research Enhanced Equity Fund

JPMorgan Equity Premium Income Fund

JPMorgan High Yield Opportunities Fund

JPMorgan Institutional Tax Free Money Market Fund

JPMorgan International Equity Plus Fund

JPMorgan International Hedged Equity Fund

JPMorgan Macro Opportunities Fund

JPMorgan Municipal SMA Fund

JPMorgan Securities Lending Money Market Fund

JPMorgan SmartSpending 2050 Fund

JPMorgan Ultra-Short Municipal Fund

Undiscovered Managers Funds – Massachusetts Business Trust

JPMorgan Realty Income Fund

Undiscovered Managers Behavioral Value Fund

This Appendix A supersedes and replaces any previously executed Appendix A between the parties.

Attachment 2

[Fee Schedule]

EX-99.(P)(2)

Code of Ethics for JPMAM

Last Revision Date: November 8, 2018

Last Review Date: November 8, 2018

Effective Date: 02/01/2005

TABLE OF CONTENTS

1. Summary	3
2.  Amendments to Previous Version Distributed July 8, 2016	4
3.  Scope	4
4.  Reporting Requirements	4
4.1.  Holdings Reports	4
4.2.  Transaction Reports	5
4.3  Exceptions from Transaction Reporting Requirements	5
5.  Personal Trading Requirements	6
5.1  Approved Broker Requirement	6
5.2  Blackout Provisions	6
5.3  Minimum Investment Holding Period and Market Timing Prohibition	6
5.4  Trade Reversals and Disciplinary Action	6
6.  Books and Records to be maintained by Investment Advisers	7
7.  Privacy	7
8.  Anti-Corruption	8
9.  Conflicts of Interest	8
9.1  Trading in Securities of Clients	8
9.2  Trading in Securities of Suppliers	8
9.3  Pre-clearance Procedures for Value-Added Investors	8
9.4  Gifts & Entertainment	8
9.5  Political Contributions	10
9.6  Charitable Contributions	11
9.7  Outside Business Activities	11
10.  Training	11
11.1 Violation Prior to Material Violation	12
11.2 Material Violations	12
12.  Defined Terms	12

2

1. Summary

This Code of Ethics for JPMAM (the “Code”) has been adopted by the registered investment advisers of JPMAM in accordance with Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”). Rule 204A-1 requires an investment adviser registered under section 203 of the Advisers Act to establish, maintain and enforce a written Code of Ethics.

This Code establishes our standards for ethical conduct which are premised on fundamental principles of openness, integrity, honesty and trust. JPMAM hereby adopts the message from Jamie Dimon that was included in the JPMC Code of Conduct because it embodies JPMAM’s ethical standards:

“JPMorgan Chase would not be the respected financial institution it is today without our steadfast commitment to integrity, fairness and responsibility. We strive each day to meet our obligations to all our constituents — customers, employees, the Board, shareholders, regulators — and to ourselves.

We recognize that in business, as in every other arena, ethical behavior does not just happen. It needs to be cultivated and repeatedly affirmed throughout the organization. Our Code of Conduct lays out the firm’s expectations for each employee, providing the necessary information and resources to conduct business ethically. Each of us is responsible for understanding — and abiding by — the Code.

… please make it a priority to complete the training and affirm that you are in compliance. We require you to do this each year so the firm can continue to operate with the highest levels of transparency and accountability.

A company is only as good as its people — and our people are the best. Thank you for your attention to this year’s training and for continuing to make JPMorgan Chase a company of which we can all be proud.”

Additionally, it is the duty of all Supervised Persons to act in the best interests of their clients, place the interests of JPMAM Clients before their own personal interests at all times and to avoid any actual or potential conflicts of interest. Supervised Persons are the officers, directors (or other persons occupying a similar status or performing similar functions) or employees of JPMAM (including those authorized to act in an official capacity on behalf of JPMAM entities, sometimes referred to as dual hatted employees) or any other person who provides investment advice on JPMAM’s behalf and is subject to JPMAM’s supervision or control.

Supervised Persons must comply with applicable Federal Securities Laws and promptly report any known or suspected violations of the Code promptly to the Code of Conduct Reporting Hotline, the Compliance Department, which shall report any such violation promptly to the Chief Compliance Officer (“CCO”), or through the various reporting channels as provided in the How To Report A Violation page of the Code of Conduct intranet site. Your reporting obligations do not prevent you from reporting to the government or regulators conduct that you believe to be in violation of law and it does not require you notifying JPMAM prior to reporting to the government or regulators. JPMAM strictly prohibits intimidation or retaliation against anyone who makes a good faith report about a known or suspected violation of the Code, or any law or regulation.

Compliance with the Code, and other applicable policies and procedures, is a condition of employment. The rules, procedures, reporting and recordkeeping requirements set forth in the Code are hereby adopted and certified as reasonably necessary to prevent Supervised Persons from violating the provisions of the Code and applicable Federal Securities Rules.

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The Compliance Department provides a link to this Code and any amendments to all Supervised Persons in their Access Persons Report and requires their attestation of compliance with this Code at least annually. These records are maintained by the Compliance Department as part of its Books and Records as required by the Advisers Act.

Annually, the CCO of each registered investment adviser must review that the Code adequately reflects the adviser’s fiduciary obligations and those of its supervised persons.

2. Amendments to Previous Version Distributed July 8, 2016

Updated Summary to include Jamie Dimon’s 2018 message

Updated Section 5.1 to the Link for JPMC Approved Brokers

Updated Section 11.2 to align with current HR practices

3. Scope

This Code applies to all Supervised Persons of JPMAM.

In the event that a difference exists between any of the standards identified in JPMC Code of Conduct and the JPMAM Code of Ethics, the more restrictive provision shall apply.

4. Reporting Requirements

4.1. Holdings Reports

Access Persons must submit holdings reports to the Compliance Department documenting current securities holdings:

a) Content of Holdings Reports

Each holdings report must contain, at a minimum:

1) Account Details

The name of any broker, dealer or bank with which the Access Person maintains an Associated Account in which any Reportable Securities are held for the Access Person’s direct or indirect benefit, as well as all pertinent Associated Account details (e.g., account title, account number, etc.).

2) Account Statements

The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person has any direct or indirect beneficial ownership.

3) Submission Date

The date the Access Person submits the report to the Compliance Department.

b) Submission of Holdings Reports

Access Persons must submit both an Initial and Annual holdings report:

1) Initial Report

Must be submitted no later than 10 days after the person becomes an Access Person and the information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.

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2) Annual Report

Must be submitted at least once each 12-month period thereafter on January 30, and the information must be current as of a date no more than 45 days prior to the date the report was submitted, unless notified by Compliance that this is no longer required due to electronic position reporting received from Approved Brokers.

4.2. Transaction Reports

Access Persons must submit to the Compliance Department securities transactions reports on a quarterly basis, in the form designated by the Compliance Department. Securities transaction reports must meet the following requirements:

a) Content of Transaction Reports

Each transaction report must contain, at a minimum, the following information about each transaction involving a Reportable Security in which the Access Person had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

1) The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Reportable Security involved;

2) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

3) The price of the security at which the transaction was effected;

4) The name of the broker, dealer or bank with or through which the transaction was effected; and

5) The date the Access Person submits the report to the Compliance Department.

b) Timing of Transaction Reports

Each Access Person must submit a transaction report no later than 30 days after the end of each calendar quarter, which report must cover, at a minimum, all transactions during the quarter.

4.3 Exceptions from Transaction Reporting Requirements

An Access Person need not submit:

a) Any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control;

b) A transaction report with respect to transactions effected pursuant to an Automatic Investment Plan;

c) Transaction Reports are not required for accounts maintained at Approved or Preferred Brokers or for accounts which are approved for statement tracking

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d) Any report with respect to transactions in Reportable Funds.

5. Personal Trading Requirements

Supervised Persons must obtain approval from the Compliance Department before directly or indirectly acquiring Beneficial Ownership in any Reportable Security, including initial public offerings and limited offerings. Given the potential access to Proprietary and Client information that Supervised Persons may have, JPMAM and its Supervised Persons must avoid even the appearance of impropriety with respect to personal trading, which must be oriented toward investment rather than short-term or speculative trading. JPMAM’s policies are designed to help prevent and detect violations of securities laws and industry conduct standards and to minimize actual or perceived conflicts of interest that could arise due to personal investing activities.

5.1 Approved Broker Requirement

All self directed Associated Accounts must be maintained with a JPMC Approved Broker. Please see attached link to list of Approved Brokers by Region.https://portal.jpmchase.net/sites/Compliance/PersonalAccountDealing/Documents/Approved%20Broker%20Grid.pdf

5.2 Blackout Provisions

The personal trading and investment activities of Supervised Persons are subject to particular scrutiny due to the fiduciary nature of the business. Specifically, JPMAM must avoid even the appearance that its Supervised Persons conduct personal transactions in a manner that conflicts with the firm’s investment activities on behalf of Clients. Accordingly, certain Supervised Persons are restricted from conducting personal investment transactions during certain periods (called “Blackout Periods”), and may be instructed to reverse previously completed personal investment transactions. Additionally, the Compliance Department may restrict the personal trading activity of any Supervised Person if it is determined that such activity has the appearance of a possible conflict of interest.

These Blackout Periods applies varying levels of restrictions appropriate for different categories of Supervised Persons based upon their level of access to non-public Client or Proprietary information.

5.3 Minimum Investment Holding Period and Market Timing Prohibition

Supervised Persons are subject to a minimum holding period, generally 60 days, for all transactions in Reportable Securities and Reportable Funds.

Supervised Persons are not permitted to conduct transactions for the purpose of market timing in any Reportable Security or Reportable Fund. Market timing is defined as an investment strategy using frequent purchases, redemptions, and/or exchanges in an attempt to profit from short-term market movements.

5.4 Trade Reversals and Disciplinary Action

Transactions by Supervised Persons are subject to reversal due to a conflict (or appearance of a conflict) with the firm’s fiduciary responsibility or a violation of the firm policy. Such a reversal may be required even for a pre-cleared transaction that results in an inadvertent conflict or a breach of blackout period requirements.

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Disciplinary actions resulting from a violation of the Code will be administered in accordance with related JPMAM guidelines governing disciplinary action and escalation. All violations and disciplinary actions will be reported promptly by the Compliance Department to the employee’s group head and senior management. Violations will be reported quarterly to the affected Fund’s Board of Directors.

Violations by Supervised Persons of the Code, the JPMC Code of Conduct or any laws or regulations that relate to JPMAM’s operation of its business or any failure to cooperate with an internal investigation may result in disciplinary action up to and including immediate dismissal including termination of regulatory registration where applicable.

6. Books and Records to be maintained by Investment Advisers

The Compliance Department is responsible for maintaining books and records, including:

a) A copy of this Code and any other code of ethics adopted by JPMAM pursuant to Rule 204A-1 that is in effect or has been in effect at any time within the past five years;

b) A record of any violation of the Code, and any action taken as a result of that violation;

c) A record of all written acknowledgments for each person who is currently, or within the past five years was, a Supervised Person of JPMAM;

d) A record of each report made by Access Persons required under the Reporting Requirements;

e) A record of the names of persons who are currently, or within the past five years were, Access Persons;

f) A record of any decision, and the reasons supporting the decision, to approve the acquisition or sale of securities by Supervised Persons under section 6. Pre-approval records of certain investments will be maintained for at least five years after the end of the fiscal year in which the approval is granted; and

g) Any other such record as may be required under the Code.

7. Privacy

Supervised Persons have a responsibility to protect the confidentiality of information related to Clients. This responsibility may be imposed by law, may arise out of agreements with Clients, or may be based on policies or practices adopted by the firm. Certain jurisdictions have regulations relating specifically to the privacy of individuals and/or business and institutional customers. Various business units and geographic areas within JPMC have internal policies regarding customer privacy.

The restriction on disclosing confidential information is not intended to prevent Supervised Persons from reporting to the government or a regulator any conduct Supervised Persons believe to be in violation of the law, or from responding truthfully to questions or requests from the government, a regulator or in a court of law.

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8. Anti-Corruption

It is the policy of JPMC to comply with the anti-corruption laws that apply to the firm’s Operations (and investments where the firm is deemed to have control), which includes the United States Foreign Corrupt Practices Act (FCPA), the United Kingdom Bribery Act of 2010 (UKBA), as well as anti-corruption laws and regulations of other countries in which the firm conducts business. We must never compromise our reputation by engaging in, or appearing to engage in, bribery or any form of corruption. Bribery and corruption are crimes with potentially severe penalties to JPMC and its employees and directors. The firm has zero tolerance for such activity.

9. Conflicts of Interest

The following is a summary of commonly identified employee conflicts of interest:

9.1 Trading in Securities of Clients

Supervised Persons shall not transact in any securities of a Client with which the Supervised Person has or recently had significant dealings or responsibility on behalf of JPMAM if such investment could be perceived as effected based on confidential information, including material non-public information.

9.2 Trading in Securities of Suppliers

Supervised Persons in possession of information regarding, or directly involved in negotiating, a contract material to a supplier of JPMAM may not invest in the securities of such supplier. If you own the securities of a company with which we are dealing and you are asked to represent JPMorgan Chase in such dealings you must:

a) Disclose this fact to your department head and the Compliance Department; and

b) Obtain prior approval from the Compliance Department before selling such securities.

9.3 Pre-clearance Procedures for Value-Added Investors

Prior to any telephone calls, video, and in-person meetings between a Portfolio Manager, or employee arranging the meeting, and a Value-Added Investor who is meeting to discuss his/her personal investment (or prospective investment) in the JPMAM Private Investment Fund managed by the Portfolio Manager, the Portfolio Manager must obtain pre-clearance from Compliance. In order to obtain pre-clearance approval, the following information must be provided to Compliance prior to the meeting:

a) Date and place of meeting;

b) Name of Value-Added Investor, their employer, and job title;

c) Name of private fund the Value-Added Investor is invested in (or may invest in);

d) Names of all J.P. Morgan employees in attendance at the meeting and job titles;

e) Purpose of the meeting.

Compliance will review the pre-clearance request and respond via email and will ensure that appropriate controls are instituted.

9.4 Gifts & Entertainment

Supervised Persons must avoid circumstances that may cause, or create the appearance of, a conflict of interest between JPMAM and its clients or other business/commercial contacts. Supervised Persons may not give or receive anything of value, directly or indirectly, to influence improper action or obtain an improper advantage. Furthermore, the giving and receiving of gifts, including entertainment and hospitality, to or from persons who do or seek to do business with JPMAM have the potential to create actual conflicts or the appearance of conflicts, and may negatively impact JPMAM.

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Gifts and entertainment can take many forms, including but not limited to: goods or services for which employees are not required to pay the retail or usual and customary cost; meals or refreshments; tickets to entertainment or sporting events; the use of a residence, vacation home or other accommodation; travel expenses; or charitable contributions or organization sponsorships. In addition to gifts and entertainment, JPMAM Supervised Persons may not make, direct or solicit any other person to make, any political contribution or provide anything else of value to anyone for the purpose of influencing or inducing the awarding or retention of investment advisory services business.

Gifts

Supervised Persons are only permitted to give gifts valued up to 100 USD to a client or business counterparty on occasions when gifts are customary, such as life events and major holidays. AM employees must pre-clear giving any gifts to a client or business counterparty that exceeds 100 USD.

When giving gifts to clients or business counterparties, AM employees are strongly encouraged to give items with a JPMorgan Chase logo or books from the JPMorgan Chase Reading list whenever appropriate. Gifting books from the JPMorgan Chase Reading List are limited to one book per campaign. Repetitive gifting to a client or business counterparty of Firm logo items in a calendar year is not permitted.

AM employees who are FINRA Registered Representatives have a 100 USD annual maximum limit for gifts provided to clients or business counterparties.

Entertainment

Entertainment includes business-related activities at which a host and guest are both present (e.g., meals, refreshments, golf games, sporting events, or other leisure and entertainment). Entertainment is considered a prohibited gift unless both the employee and business contact are present and the employee’s participation is related to his or her position and duties within JPMAM. Spouses, family members and personal acquaintances should not participate in entertainment activities unless such participation is customary under the circumstances.

Supervised Persons may act as a host for business entertainment to clients and prospects that are business related, is not prohibited by law, and whose cost is reasonable and customary. Frequent and/or lavish business entertainment is prohibited.

Supervised Persons are limited to accepting $250 in meals and entertainment from a client or counterparty per calendar year, with limited exceptions. Once the $250 limit is reached, employees are required to pay for their own expenses. In addition, Supervised Persons are prohibited from accepting invitations to ticketed events; limited exceptions may be granted with pre-approval from senior management and Compliance.

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All gifts and entertainment provided to U.S. Government Officials must be pre-cleared by Compliance to ensure that they comply with jurisdictional restrictions.

Supervised Persons are required to log all entertainment subject to reporting into Reliance’s Gift and Entertainment Module for approval. Violations are subject to the Escalation Guidelines.

Sponsorships and Events

Both sponsoring distributor events and JPMAM hosting educational events for financial advisors who sell our funds require review by Compliance and regional governance committees or designees to meet criteria below.

Events

Events  are 30 people or more to build relationships, train/educate attendees on products or services etc.

Requires  an Event Coordinator

Requires  80% training content in an event

Requires  client correspondence from distributor home office when per person benefits exceeds $1000

Preclearance  thresholds for Compliance vs. recordkeeping

Sponsorship

Requires  a Sponsorship Coordinator

Risk  based approach to preclearing Sponsorships regionally

9.5 Political Contributions and Activities

In accordance with Advisers Act Rule 206(4)-5, Supervised Persons are prohibited from making political contributions for the purpose of obtaining or retaining advisory contracts with government entities.

To ensure compliance with this federal pay-to-play rule and various state and local laws, JPMAM Supervised Persons must receive pre-clearance before they or any members of their household make or solicit political contributions or engage in political activities in connection with any election in the United States or the Republic of Colombia. Contributions to JPMC Political Action Committees are excluded from pre-clearance and reporting requirements. New hires must also disclose their history of making and soliciting political contributions.

An employee cannot be reimbursed or otherwise compensated by JPMC for any political contribution. JPMC policies prohibit contributions of corporate funds to candidates, political party committees and political action committees. Supervised Persons are strictly prohibited from using JPMC resources to conduct personal political activities.

Violations of these requirements are subject to the Escalation Guidelines.

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9.6 Charitable Contributions

Charitable contributions made on behalf of JPMC must adhere to the requirements of the AM Expense Procedures and be precleared with Compliance.

9.7 Outside Business Activities

A Supervised Person’s outside activities must not reflect adversely on the firm or give rise to a real or apparent conflict of interest with the Supervised Person’s duties to the firm or its Clients. Supervised Persons must be aware of potential conflicts of interest and be aware that they may be asked to discontinue any outside activity if a potential conflict arises. Supervised Persons may not, directly or indirectly:

a) Accept a business opportunity from someone doing business or seeking to do business with JPMAM that is made available to the Supervised Person because of the individual’s position with the firm.

b) Take for oneself a business opportunity belonging to the firm.

c) Engage in a business opportunity that competes with any of the firm’s businesses.

More specific guidelines are set forth under the JPMC Code of Conduct. https://portal.jpmchase.net/sites/codeofconduct/read/toc/Documents/OA%20and%20Second%20Job%20Pr ocedures.pdf Procedures for pre-clearance of Outside Activities and Second Jobs are available on the JPMC Code of Conduct intranet site. Employees are reminded of their responsibility to obtain preclearance of their Outside Business Activities periodically in their Access Persons Report. If any material change in relevant circumstances occurs, Supervised Persons must seek clearance for a previously approved activity. A material change may arise from a change in your job or association with JPMAM or in your role with respect to that activity or organization. JPMAM employees are required to be continually alert to any real or apparent conflicts of interest with respect to investment management activities and promptly disclose any such conflicts to their manager and Compliance. Employees must also notify Compliance when any approved outside activity terminates.

Regardless of whether an activity is specifically addressed under JPMAM policies or the JPMC Code of Conduct, Supervised Persons should disclose any personal interest that might present a conflict of interest or harm the reputation of the firm.

10. Training

All employees of the firm are required to take several mandatory training courses given each year by Compliance (e.g., Code of Conduct).

11. Escalation Guidelines

JPMC’s Violation and Escalation Guidelines is an internal Compliance document and is used to notify Group Heads, Managers and/or Human Resources (HR) of employee violations of Compliance Policies along with the assigned severity of the applicable violations.

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11.1 Violation Prior to Material Violation

While the Group Head is notified of all violations, he/she is required to have a meeting with the employee when the Supervised Persons’ next violation would be considered material, in order to stress the importance of the requirement and inform the employee about the ramifications for not following the policy. The employee is also required to acknowledge, in writing, (form to be provided by Compliance) that he/she is aware of the ramifications for noncompliance and he/she will be compliant going forward. The written acknowledgement is signed by both the employee and Group Head, and returned to Compliance for record keeping.

11.2 Material Violations

All material violations require the Group Head (MD level) and Compliance to have a meeting with the employee and document in writing that the employee acknowledges the material nature of the violation and that he/she will be compliant going forward. The written acknowledgement, signed by the employee and Group Head, will be stored in Compliance’s Violations records. Additionally, HR is notified of all material violations and follows their established guidelines for disciplining the employee and recording that event in the employee’s personnel file.

There will be a mandated suspension of personal trading privileges for six months for all material violations of the personal trading or access persons requirements. Compliance and the Group Head may allow transactions for hardship reasons, but require documentation for pre-clearance.

An employee’s receipt of a material violation is considered when determining the employee’s annual compensation and eligibility for promotion.

12. Defined Terms

Access Persons	Access Persons of AM include:
	(1) Employees of any legal entities that fall under the JPMIM business in the Americas.
	(2) Certain persons of other affiliated entities that have access to Proprietary information of AM and persons that have been identified by Compliance as having access to AM Proprietary information
	(4) All persons of entities affiliated with JPMAM that have been authorized by the Office of the Corporate Secretary to act in an official capacity on behalf of the JPMAM Registered Investment, sometimes referred to as “dual-hatted” employees
	(5) Certain consultants, agents, and temporary workers who are involved in the investment management process or have access to Proprietary information regarding Client recommendations or transactions on a pre-trade or same-day basis.
Associated Account	Is an account in the name of or for the direct or indirect benefit of a Supervised Person or a Supervised Person’s spouse, domestic partner, minor children and any other person for whom the Supervised Person provides significant financial support, as well as to any other account over which the Supervised Person or any of these other persons exercise investment discretion, regardless of beneficial interest. Excluded from Associated Accounts are any 401(k) and deferred compensation plan accounts for which the Supervised Person has no investment discretion.
Automatic Investment     Plan	Is a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.
Beneficial ownership	Is interpreted to mean any interest held directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, or any pecuniary interest in equity securities held or shared directly or indirectly, subject to the terms and

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	conditions set forth under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934. A Supervised Person who has questions regarding the definition of this term should consult the Compliance Department. Please note: Any report required under section 5. Reporting Requirements may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the security to which the report relates.
Client	Is any entity (e.g. person, corporation or Fund) for which JPMAM provides a service or has a fiduciary responsibility.
Federal Securities Laws	Are the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes- Oxley Act of 2002, the Investment Company Act of 1940 (“1940 Act”), the Advisers Act, Title V of the Gramm-Leach-Bliley Act (1999), any rules adopted by the Securities and Exchange Commission (“SEC”) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted there under by the SEC or the Department of the Treasury.
Fund	Is an investment company registered under the Investment Company Act of 1940.
Initial Public Offering	Is an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.
JPMAM	Is the abbreviation for JPMorgan Asset Management, a marketing name for the Asset Management subsidiaries of JPMorgan Chase & Co. Within the context of this document, JPMAM refers to the following U.S. registered investment advisers of JPMorgan Asset Management:
	J.P. Morgan Alternative Asset Management, Inc.
	JPMorgan Asset Management (UK) Ltd.
	J.P. Morgan Investment Management Inc.
	Security Capital Research & Management Inc.
	Bear Stearns Asset Management Inc.
	JF International Management, Inc.
	JPMorgan Funds Limited
Limited Offering	Is an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rules 504, 505 or 506 there under.
Proprietary	Within the context of this Code of Ethics is:
	(1) any research conducted by AM or its affiliates
	(2) any non-public information pertaining to AM or its affiliates
	(3) all JPM managed and sub-advised mutual funds
Reportable Fund	Is any JPMorgan Proprietary Fund, including sub-advised funds
Reportable Security	Is a security as defined under section 202(a)(18) of the Advisers Act held for the direct or indirect benefit of an Access Person, including any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any

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	security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing. Excluded from this definition are:
	1)  Direct obligations of the Government of the United States;
	2)  Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;
	3)  Shares issued by money market funds; and
	4)  Shares issued by open-end funds other than reportable funds
Supervised Persons	1)  Any partner, officer, director (or other person occupying a similar status or performing similar functions) and employees of JPMAM;
	2)  All employees of entities affiliated with JPMAM that have been authorized by the Office of the Corporate Secretary to act in an official capacity on behalf of a legal entity within JPMAM, sometimes referred to as “dual hatted” employees;
	3)  Certain consultants, as well as any other persons who provide advice on behalf of JPMAM and are subject to JPMAM’s supervision and control; and
	4)  All Access Persons
Value–Added Investor	Is an executive level officer (i.e., president, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or Partner) or director of a company, who, due to the nature of his/her position, may obtain material, non-public information.

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EX-99.(99)(A)

JPMorgan Trust I

JPMorgan Trust II

JPMorgan Trust III

JPMorgan Trust IV

Undiscovered Managers Funds

J.P. Morgan Fleming Mutual Fund Group, Inc.

JPMorgan Institutional Trust

J.P. Morgan Mutual Fund Investment Trust

JPMorgan Insurance Trust

J.P. Morgan Access Multi-Strategy Fund, L.L.C.

J.P. Morgan Access Multi-Strategy Fund II

(each, a “Trust”)

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that effective January 1, 2020, the undersigned constitutes and appoints Brian S. Shlissel, Timothy J. Clemens, Jessica K. Ditullio, Elizabeth A. Davin, Gregory S. Samuels, Carmine Lekstutis, Zachary E. Vonnegut-Gabovitch, Anthony Geron, Keri E. Riemer and Michael M. D’Ambrosio, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such attorney-in-fact in such attorney-in-fact’s name, place and stead, to sign any and all registration statements, including registration statements on Form N-1A, Form N-2 and Form N-14, or other filings made with the Securities and Exchange Commission or any state regulatory agency or authority applicable to the above named Trust, and any amendments or supplements thereto, and withdrawals thereof, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission or any state regulatory agency or authority, as appropriate, granting unto said attorney-in-fact and agent full power and authority, as appropriate, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person in his or her capacity as a Trustee or Director of a Trust, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Powers of Attorney may be signed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

/s/ John F. Finn	/s/ Peter C. Marshall
John F. Finn Trustee	Peter C. Marshall Trustee
/s/ Stephen P. Fisher	/s/ Mary E. Martinez
Stephen P. Fisher Trustee	Mary E. Martinez Trustee
/s/ Kathleen M. Gallagher	/s/ Marilyn McCoy
Kathleen M. Gallagher Trustee	Marilyn McCoy Trustee
/s/ Dennis Harrington	/s/ Mitchell M. Merin
Dennis Harrington Trustee	Mitchell M. Merin. Trustee

/s/ Frankie D. Hughes	/s/ Robert A. Oden, Jr.
Frankie D. Hughes Trustee	Robert A. Oden, Jr. Trustee
/s/ Raymond Kanner	/s/ Marian U. Pardo
Raymond Kanner Trustee	Marian U. Pardo Trustee

Dated: November 19, 2019