POS AMI 1 d218632dposami.htm JPMORGAN INSTITUTIONAL TRUST JPMorgan Institutional Trust
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON August 11, 2021
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. 51
 
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 supplements the Confidential Offering Memorandum Supplement dated June 28, 2021, filed as Amendment No. 50 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 August 11, 2021

to the Statement of Additional Information dated June 28, 2021, as supplemented

The purpose of this supplement is to announce the intention of the JPMorgan Institutional Trust (the “Trust”) to achieve a unified board with common membership across the Trust and the following other open-end registered investment companies, which are also advised by J.P. Morgan Investment Management Inc.:

JPMorgan Trust I, JPMorgan Trust II, JPMorgan Trust IV, J.P. Morgan Fleming Mutual Fund Group, Inc., J.P. Morgan Mutual Fund Investment Trust, JPMorgan Insurance Trust, Undiscovered Managers Funds, and J.P. Morgan Exchange-Traded Fund Trust (collectively, the “J.P. Morgan Funds,” the respective boards of which, the “J.P. Morgan Fund Boards”).

The Board of Trustees of the Trust has nominated and proposed for election the following sixteen individuals and plans to hold a special shareholder meeting to propose that its shareholders elect them to serve as the Trust’s new Board of Trustees (the “Election”):

John F. Finn, Stephen P. Fisher, Gary L. French, Kathleen M. Gallagher, Robert J. Grassi, Frankie D. Hughes, Raymond Kanner, Thomas P. Lemke, Lawrence R. Maffia, Mary E. Martinez, Marilyn McCoy, Dr. Robert A. Oden, Jr., Marian U. Pardo, Emily A. Youssouf, Robert F. Deutsch, and Nina O. Shenker (the “Nominees”).

In conjunction with the Election, the J.P. Morgan Fund Boards are proposing that the J.P. Morgan Funds’ shareholders elect the same sixteen nominees to their boards, which, if successful, will result in a unified board structure across all of the aforementioned open-end registered investment companies.

Information regarding the proposed Election of a unified board, including the participants in the solicitation of proxies and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the proxy materials to be filed with the Securities and Exchange Commission (“SEC”). Shareholders should read the proxy statement when it is available because it contains important information. The proxy statement will be mailed to shareholders of record, and shareholders will also be able to access the proxy statement, and any other relevant documents, on the SEC’s website at www.sec.gov once filed. The proxy statement also will be available at www.proxyvote.com and a paper copy can be obtained at no charge by calling 1-800-690-6903.

 

INVESTORS SHOULD RETAIN THIS SUPPLEMENT

WITH THE STATEMENT OF ADDITIONAL INFORMATION

FOR FUTURE REFERENCE

 

SUP-SAI-IBTCBT-821

PART C: OTHER INFORMATION
Item 23.
Exhibits 
Exhibits filed pursuant to Form N-1A:
(a)(1)
(a)(2)
(a)(3)
(b)
(c)
None.
(d)(1)
(d)(2)
(e)
Not applicable.
(f)
(g)(1)(a)
(g)(1)(b)
(g)(1)(c)
(g)(1)(d)
(g)(1)(e)
(g)(1)(f)
(g)(2)
(h)(1)(a)
(h)(1)(b)
(h)(1)(c)
(h)(1)(d)
(h)(1)(e)
(h)(2)(a)
(h)(2)(b)
(h)(2)(c)
(h)(3)
(h)(4)
(h)(5)(a)
(h)(5)(b)
(h)(6)(a)
(h)(6)(b)
(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)
(2)
(99)(a)
(99)(b)
(99)(c)
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. 11th 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 Amendment to the 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 11th day of August, 2021. 
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 Amendment to the registration statement has been signed below by the following persons in the capacities indicated on August 11, 2021.
 
John F. Finn*
John F. Finn
Trustee
 
Stephen P. Fisher*
Stephen P. Fisher
Trustee
 
Kathleen M. Gallagher*
Kathleen M. Gallagher
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
 
Mary E. Martinez*
Mary E. Martinez
Trustee
 
Marilyn McCoy*
Marilyn McCoy
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