0001193125-24-029329.txt : 20240209 0001193125-24-029329.hdr.sgml : 20240209 20240209090657 ACCESSION NUMBER: 0001193125-24-029329 CONFORMED SUBMISSION TYPE: POS AMI PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20240209 DATE AS OF CHANGE: 20240209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JPMorgan Institutional Trust CENTRAL INDEX KEY: 0001303608 ORGANIZATION NAME: IRS NUMBER: 201491791 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: POS AMI SEC ACT: 1940 Act SEC FILE NUMBER: 811-21638 FILM NUMBER: 24611688 BUSINESS ADDRESS: STREET 1: 277 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10172 BUSINESS PHONE: 800-480-4111 MAIL ADDRESS: STREET 1: 277 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10172 0001303608 S000007337 JPMorgan Core Bond Trust C000020141 JPMorgan Core Bond Trust POS AMI 1 d779578dposami.htm JPMORGAN INSTITUTIONAL TRUST JPMorgan Institutional Trust
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON February 9, 2024
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. 60
 

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 and Confidential Offering Memorandum Supplement dated June 28, 2023, as supplemented November 20, 2023, filed as Amendment No. 58 and Amendment No. 59, respectively to the Registrant’s Registration Statement on Form N-1A (SEC File No. 811-21638).


JPMORGAN INSTITUTIONAL TRUST

JPMorgan Core Bond Trust

(the “Fund”)

Supplement dated February 9, 2024

to the current Confidential Offering Memorandum and Confidential Offering Memorandum Supplement, as supplemented

Portfolio Manager Retirement. Steven Lear previously announced his retirement from J.P. Morgan Investment Management Inc. Effective March 1, 2024, all references to Steven Lear will be removed from the Fund’s Confidential Offering Memorandum and Confidential Offering Memorandum Supplement.

 

INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE CONFIDENTIAL OFFERING MEMORANDUM AND CONFIDENTIAL OFFERING MEMORANDUM SUPPLEMENT FOR FUTURE REFERENCE

 

SUP-CBT-224


PART C OTHER INFORMATION
Item 28.
Exhibits
(a) Articles of Incorporation
(a)(1)
(a)(2)
(a)(3)
(b) By-laws
 
(c) Instruments Defining Rights of Security Holders: None.
(d) Investment Advisory Contracts
(d)(1)
(d)(2)
(e) Underwriting Contracts: Not applicable.
(f) Bonus or Profit Sharing Contracts
 
(g) Custodian Agreements
(g)(1)(a)
(g)(1)(b)
(g)(1)(c)
(g)(2)(a)
(g)(2)(b)
(h) Other Material Contracts
(h)(1)(a)
(h)(1)(b)
(h)(1)(c)
(h)(1)(d)

(h)(2)(a)
(h)(2)(b)
(h)(2)(c)
(h)(3)(a)
(h)(3)(b)
(h)(4)(a)
(h)(4)(b)
(h)(4)(c)
(h)(4)(d)
(h)(5)
(i) Legal Opinion: Not applicable.
(j) Other Opinions: Not applicable.
(k) Omitted Financial Statements: Not applicable.
(l) Initial Capital Agreements: Not applicable.
(m) Rule 12b-1 Plan: Not applicable.
(n) Rule 18f-3 Plan: Not applicable.
(o) Reserved.
(p) Codes of Ethics.
(p)(1)
(p)(2)
(q) Powers of Attorney
(q)(a)
(q)(b)
(q)(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 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 9th day of February, 2024.
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 February 9, 2024.
John F. Finn*

John F. Finn
Trustee
Stephen P. Fisher*

Stephen P. Fisher
Trustee
Gary L. French*

Gary L. French
Trustee
Kathleen M. Gallagher*

Kathleen M. Gallagher
Trustee
Robert J. Grassi*

Robert J. Grassi
Trustee
Frankie D. Hughes*

Frankie D. Hughes
Trustee
Raymond Kanner*

Raymond Kanner
Trustee
Thomas P. Lemke*

Thomas P. Lemke
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
Lawrence R. Maffia*

Lawrence R. Maffia
Trustee
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
Emily A. Youssouf*

Emily A. Youssouf
Trustee
Robert F. Deutsch*

Robert F. Deutsch
Trustee
Nina O. Shenker*

Nina O. Shenker
Trustee
Brian S. Shlissel*

Brian S. Shlissel
President and Principal Executive Officer

Exhibit Index
(d)(2)
Schedule A to the Investment Advisory Agreement (amended as of November 16, 2023).
(g)(1)(c)
Amended Schedule A to the Amended and Restated Global Custody and Fund Accounting Agreement (as of
November 16, 2023).
(h)(1)(d)
Amended Appendix A, dated as of November 16, 2023, to the Amended and Restated Transfer Agency Agreement
between the Trust and SS&C GIDS, Inc., dated November 16, 2023.
(h)(2)(c)
Schedule A to the Administration Agreement (amended as of November 16, 2023).
(h)(4)(d)
Amendment to the Global Securities Lending Agency Agreement effective as of November 16, 2023.

EX-99.(D)(2) 2 d779578dex99d2.htm SCHEDULE A TO THE INVESTMENT ADVISORY AGREEMENT (AMENDED AS OF NOVEMBER 16, 2023 Schedule A to the Investment Advisory Agreement (amended as of November 16, 2023

SCHEDULE A

TO THE ADVISORY AGREEMENT

FOR JPMORGAN INSTITUTIONAL TRUST

(Amended as of November 16, 2023)

 

Name

   Advisory Fee
(as a percentage of
average daily
net assets)
(annualized)
 

JPMorgan Intermediate Bond Trust1

     0.28 %* 

JPMorgan Core Bond Trust

     0.28 %* 

 

*

Advisory fee change effective 7/1/19.

* * *  * *

 

J.P. Morgan Investment Management Inc.
By:  

/s/ Brian S. Shlissel

Name:   Brian S. Shlissel
Title:   Managing Director
JPMorgan Institutional Trust
By:  

/s/ Timothy J. Clemens

Name:   Timothy J. Clemens
Title:   Treasurer

 

1 

To liquidate on or about January 31, 2024.

EX-99.(G)(1)(C) 3 d779578dex99g1c.htm AMENDED SCHEDULE A TO THE AMENDED AND RESTATED GLOBAL CUSTODY AND FUND Amended Schedule A to the Amended and Restated Global Custody and Fund

AMENDMENT

This Amendment (“Amendment”) to the Amended and Restated Global Custody and Fund Accounting Agreement between the trusts (each, a “Trust”) acting on behalf of each of the portfolios listed under their names in Schedule A (each, a “Customer” or a “Fund”) thereto and JPMorgan Chase Bank, N.A. (“Bank”) dated as of March 31, 2022, as amended (the “Principal Agreement”), is entered into as of December 19, 2023 (the “Effective Date”) as approved by the Board on February 8, 2024.

WHEREAS the parties hereto (the “Parties”) entered into the Principal Agreement pursuant to which Bank was appointed to provide certain custody and fund accounting services; and the Parties now wish to amend the Principal Agreement, as of the Effective Date.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the Parties hereby agree as follows:

 

1.

Definitions. Terms defined in the Principal Agreement shall, save to the extent that the context otherwise requires, bear the same respective meanings in this Amendment.

 

2.

Amendments. The Principal Agreement shall be amended as follows:

(A) Schedule A of the Principal Agreement is hereby replaced in its entirety by Schedule A to this Amendment (as attached).

(B) As modified and amended hereby, the Parties hereby ratify, approve and confirm the Principal Agreement in all respects, and save as varied by this Amendment, the Principal Agreement shall remain in full force and effect.

 

3.

Representations. Each Party represents to the other Parties that all representations contained in the Principal Agreement are true and accurate as of the date of this Amendment, and that such representations are deemed to be given or repeated by each Party, as the case may be, on the date of this Amendment.

 

4.

Entire Agreement. This Amendment and the Principal Agreement and any documents referred to in each of them, constitute the whole agreement between the Parties relating to their subject matter and supersede and extinguish any other drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter. If any of the provisions of this Amendment are inconsistent with or in conflict with any of the provisions of the Principal Agreement then, to the extent of any such inconsistency or conflict, the provisions of this Amendment shall prevail as between the Parties.

 

5.

Counterparts. This Amendment may be executed in any number of counterparts which together shall constitute one agreement. Each Party may enter into this Amendment by executing a counterpart and this Amendment shall not take effect until it has been executed by each Party.

 

6.

Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns.

 

7.

Law and Jurisdiction. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

[Signature Page Follows]

 

1


IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.

JPMORGAN INSTITUTIONAL TRUST

JPMORGAN TRUST I

JPMORGAN TRUST II

JPMORGAN TRUST IV

J.P. MORGAN FLEMING MUTUAL FUND GROUP, INC.

J.P. MORGAN MUTUAL FUND INVESTMENT TRUST

UNDISCOVERED MANAGERS FUNDS

 

By:  

/s/ Timothy J. Clemens

Name:   Timothy J. Clemens
Title:   Treasurer

JPMORGAN CHASE BANK, N.A.

 

By:  

/s/ Carl Mehldau

Name:   Carl Mehldau
Title:   Executive Director


Schedule A

List of Entities Covered by the Global Custody and Fund Accounting Agreement

as Approved by the Board on November 16, 2023

JPMorgan Institutional Trust

JPMorgan Intermediate Bond Trust1

JPMorgan Core Bond Trust

J.P. Morgan Fleming Mutual Fund Group, Inc

JPMorgan Mid Cap Value Fund

J.P. Morgan Mutual Fund Investment Trust

JPMorgan Growth Advantage Fund

JPMorgan Insurance Trust (removed as Party to the Principal Agreement)

JPMorgan Insurance Trust Core Bond Portfolio (liquidated on May 1, 2023)

JPMorgan Insurance Trust Global Allocation Portfolio (liquidated on April 25, 2023)

JPMorgan Insurance Trust Income Builder Portfolio (liquidated on April 25, 2023)

JPMorgan Insurance Trust Mid Cap Value Portfolio (liquidated on May 1, 2023)

JPMorgan Insurance Trust Small Cap Core Portfolio (liquidated on May 1, 2023)

JPMorgan Insurance Trust U.S. Equity Portfolio (liquidated on May 1, 2023)

JPMorgan Trust I

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

JPMorgan Access Balanced Fund

JPMorgan Access Growth Fund

JPMorgan California Municipal Money Market Fund

JPMorgan California Tax Free Bond Fund

JPMorgan Commodities Strategy Fund (liquidated August 30, 2018)

JPMorgan Corporate Bond Fund

JPMorgan Diversified Fund

JPMorgan Diversified Real Return Fund (liquidated on December 8, 2017)

JPMorgan Emerging Markets Corporate Debt Fund (liquidated on February 3, 2020)

JPMorgan Emerging Markets Debt Fund

JPMorgan Emerging Markets Equity Fund

JPMorgan Emerging Markets Strategic Debt Fund (liquidated on April 29, 2022)

JPMorgan Equity Focus Fund (liquidated on July 28, 2023)

JPMorgan Equity Low Volatility Income Fund (liquidated on June 4, 2018)

JPMorgan Europe 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 (liquidated on June 29, 2020)

JPMorgan Hedged Equity Fund

JPMorgan High Yield Municipal Fund (liquidated on July 14, 2023)

JPMorgan Income Builder Fund

JPMorgan Income Fund

JPMorgan Inflation Managed Bond Fund (liquidated on April 8, 2022)

JPMorgan International Advantage Fund (liquidated on February 26, 2021)

JPMorgan International Equity Fund

 

1 

To liquidate on or about January 31, 2024.


JPMorgan International Equity Income Fund (liquidated on August 8, 2019)

JPMorgan International Opportunities Fund (liquidated on October 2, 2017)

JPMorgan International Focus Fund

JPMorgan Developed International Value Fund

JPMorgan International Value SMA Fund (liquidated on June 8, 2018)

JPMorgan Managed Income Fund

JPMorgan Mid Cap Equity Fund

JPMorgan National Municipal Income Fund

JPMorgan New York Municipal Money Market Fund

JPMorgan New York Tax Free Bond Fund

JPMorgan Opportunistic Equity Long/Short Fund (liquidated on October 31, 2023)

JPMorgan Prime Money Market Fund

JPMorgan Research Market Neutral Fund

JPMorgan Short Duration Core Plus Fund

JPMorgan Small Cap Blend

JPMorgan Small Cap Equity Fund

JPMorgan Small Cap Sustainable Leaders Fund

JPMorgan SmartAllocation Equity Fund (liquidated on November 30, 2017)

JPMorgan SmartAllocation Income Fund (liquidated on November 30, 2017)

JPMorgan SmartRetirement Income Fund

JPMorgan SmartRetirement 2020 Fund

JPMorgan SmartRetirement 2025 Fund

JPMorgan SmartRetirement 2030 Fund

JPMorgan SmartRetirement 2035 Fund

JPMorgan SmartRetirement 2040 Fund

JPMorgan SmartRetirement 2045 Fund

JPMorgan SmartRetirement 2050 Fund

JPMorgan SmartRetirement 2055 Fund

JPMorgan SmartRetirement 2060 Fund

JPMorgan SmartRetirement Blend Income Fund

JPMorgan SmartRetirement Blend 2020 Fund

JPMorgan SmartRetirement Blend 2025 Fund

JPMorgan SmartRetirement Blend 2030 Fund

JPMorgan SmartRetirement Blend 2035 Fund

JPMorgan SmartRetirement Blend 2040 Fund

JPMorgan SmartRetirement Blend 2045 Fund

JPMorgan SmartRetirement Blend 2050 Fund

JPMorgan SmartRetirement Blend 2055 Fund

JPMorgan SmartRetirement Blend 2060 Fund

JPMorgan Strategic Income Opportunities Fund

JPMorgan Systematic Alpha Fund (liquidated on June 4, 2020)

JPMorgan Tax Aware Equity Fund2

JPMorgan Tax Aware Real Return Fund

JPMorgan Tax Aware Real Return SMA Fund (liquidated on September 20, 2019)

JPMorgan Tax Free Money Market Fund

JPMorgan Total Return Fund

JPMorgan Unconstrained Debt Fund

JPMorgan U.S. Applied Data Science Value Fund

JPMorgan U.S. Dynamic Plus Fund (liquidated on March 23, 2018)

JPMorgan U.S. Equity Fund

JPMorgan U.S. GARP Equity Fund

JPMorgan U.S. Large Cap Core Plus Fund

 

 

2 

To liquidate on or about December 18, 2023.


JPMorgan U.S. Research Enhanced Equity Fund

JPMorgan U.S. Small Company Fund

JPMorgan U.S. Sustainable Leaders Fund

JPMorgan U.S. Value Fund

JPMorgan Value Advantage Fund

Security Capital U.S. Core Real Estate Securities Fund (liquidated on December 8, 2017)

JPMorgan Trust II

JPMorgan Core Bond Fund

JPMorgan Core Plus Bond Fund

JPMorgan Equity Income Fund

JPMorgan Equity Index Fund

JPMorgan Government Bond Fund

JPMorgan High Yield Fund

JPMorgan International Research Enhanced Equity Fund (liquidated June 10, 2022)

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 (liquidated on July 28, 2023)

JPMorgan Liquid Assets Money Market Fund

JPMorgan Market Expansion Enhanced Index Fund (liquidated on May 6, 2022)

JPMorgan Mid Cap Growth Fund

JPMorgan Mortgage-Backed Securities Fund

JPMorgan Multi-Cap Market Neutral Fund (liquidated on March 28, 2018)

JPMorgan Municipal Money Market Fund

JPMorgan Ohio Municipal Bond Fund (liquidated on December 8, 2017)

JPMorgan Short Duration Bond Fund

JPMorgan Short-Intermediate Municipal Bond Fund

JPMorgan Small Cap Growth Fund

JPMorgan Small Cap Value Fund

JPMorgan SMID Cap Equity Fund

JPMorgan Sustainable Municipal Income Fund (liquidated on July 14, 2023)

JPMorgan Tax Free Bond Fund

JPMorgan Treasury & Agency Fund (liquidated on December 8, 2017)

JPMorgan U.S. Government Money Market Fund

JPMorgan U.S. Treasury Plus Money Market Fund

Undiscovered Managers Funds

JPMorgan Realty Income Fund (liquidated on May 20, 2022)

Undiscovered Managers Behavioral Value Fund

JPMorgan Trust IV

JPMorgan Core Focus SMA Fund (liquidated on February 15, 2023)

JPMorgan Emerging Markets Research Enhanced Equity Fund

JPMorgan Equity Premium Income Fund

JPMorgan Hedged Equity 2 Fund

JPMorgan Hedged Equity 3 Fund

JPMorgan Institutional Tax Free Money Market Fund

JPMorgan International Equity Plus Fund (liquidated on October 15, 2021)

JPMorgan International Hedged Equity Fund

JPMorgan Macro Opportunities Fund (liquidated on October 13, 2022)


JPMorgan Municipal SMA Fund

JPMorgan Preferred and Income Securities Fund

JPMorgan Securities Lending Money Market Fund

JPMorgan SmartRetirement 2065 Fund

JPMorgan SmartRetirement Blend 2015 Fund (liquidated October 25, 2023)

JPMorgan SmartRetirement Blend 2065 Fund

JPMorgan SmartSpending 2020 Fund (liquidated on April 25, 2022)

JPMorgan Ultra-Short Municipal Fund

EX-99.(H)(1)(D) 4 d779578dex99h1d.htm AMENDED APPENDIX A, DATED AS OF NOVEMBER 16, 2023, TO THE AMENDED AND RESTATED Amended Appendix A, dated as of November 16, 2023, to the Amended and Restated

Amendment to

Amended and Restated Transfer Agency Agreement

This amendment made on this 2nd day of January, 2024, to be effective November 16, 2023 (the “Effective Date”), hereby amends the Amended and Restated Transfer Agency Agreement (the “Agreement”), dated September 1, 2014, as amended from time to time, by and among SS&C GIDS, Inc. (“SS&C”) and each of the entities listed on Appendix A to the Agreement (the “Funds”).

WHEREAS, the parties hereto wish 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 this amendment, Appendix A is replaced with the new, attached Appendix A.

 

  3.

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

 

  4.

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.

[Remainder of page left blank; Appendix A and signatures on following page]


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 November 16, 2023

JPMorgan Institutional Trust – Delaware Statutory Trust

JPMorgan Core Bond Trust

JPMorgan Intermediate Bond Trust1

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 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 Markets Debt Fund

JPMorgan Emerging Markets Equity Fund

JPMorgan Europe Dynamic Fund

JPMorgan Federal Money Market Fund

JPMorgan Floating Rate Income Fund

JPMorgan Global Allocation Fund

JPMorgan Global Bond Opportunities Fund

JPMorgan Hedged Equity Fund

JPMorgan Income Builder Fund

JPMorgan Income Fund

JPMorgan International Equity Fund

JPMorgan International Focus Fund

JPMorgan Developed International Value Fund

JPMorgan Managed Income Fund

JPMorgan Mid Cap Equity Fund

JPMorgan National Municipal Income Fund

JPMorgan New York Municipal Money Market Fund

JPMorgan New York Tax Free Bond 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 Equity Fund

JPMorgan Small Cap Sustainable Leaders Fund

 

1 

To liquidate on or about January 31, 2024.


JPMorgan SmartRetirement Income 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 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 Tax Aware Equity Fund2

JPMorgan Tax Aware Real Return Fund

JPMorgan Tax Free Money Market Fund

JPMorgan Total Return Fund

JPMorgan U.S. Applied Data Science Value Fund

JPMorgan U.S. Equity Fund

JPMorgan U.S. GARP Equity Fund

JPMorgan U.S. Large Cap Core Plus Fund

JPMorgan U.S. Research Enhanced Equity Fund

JPMorgan U.S. Small Company Fund

JPMorgan U.S. Sustainable Leaders Fund

JPMorgan U.S. Value 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 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 Liquid Assets Money Market Fund

 

2 

To liquidate on or about December 18, 2023.


JPMorgan Mid Cap Growth Fund

JPMorgan Mortgage-Backed Securities 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 SMID Cap Equity 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 Emerging Markets Research Enhanced Equity Fund

JPMorgan Equity Premium Income Fund

JPMorgan Hedged Equity 2 Fund

JPMorgan Hedged Equity 3 Fund

JPMorgan Institutional Tax Free Money Market Fund

JPMorgan International Hedged Equity Fund

JPMorgan Municipal SMA Fund

JPMorgan Preferred and Income Securities Fund

JPMorgan Securities Lending Money Market Fund

JPMorgan SmartRetirement 2065 Fund

JPMorgan SmartRetirement Blend 2065 Fund

JPMorgan Ultra-Short Municipal Fund

Undiscovered Managers Funds – Massachusetts Business Trust

Undiscovered Managers Behavioral Value Fund


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

* * * * * *

 

JPMorgan Trust I

JPMorgan Trust II

JPMorgan Trust IV

Undiscovered Managers Funds

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

J.P. Morgan Mutual Fund Investment Trust

JPMorgan Institutional Trust

      SS&C GIDS, Inc.
By:   

/s/ Timothy J. Clemens

            By:   

/s/ Nick Wright

Name:    Timothy J. Clemens       Name:    Nick Wright
Title:    Treasurer       Title:    Authorized Signatory
EX-99.(H)(2)(C) 5 d779578dex99h2c.htm SCHEDULE A TO THE ADMINISTRATION AGREEMENT (AMENDED AS OF NOVEMBER 16, 2023). Schedule A to the Administration Agreement (amended as of November 16, 2023).

SCHEDULE A

TO THE ADMINISTRATION AGREEMENT

FOR JPMORGAN INSTITUTIONAL TRUST

(Amended as of November 16, 2023)

 

JPMorgan Intermediate Bond Trust1

 

JPMorgan Core Bond Trust

*  *  *  *  *

 

J.P. Morgan Investment Management, Inc.
By:  

/s/ Brian S. Shlissel

Name:   Brian S. Shlissel
Title:   Managing Director
JPMorgan Institutional Trust
By:  

/s/ Timothy J. Clemens

Name:   Timothy J. Clemens
Title:   Treasurer

 

1 

To liquidate on or about January 31, 2024.

EX-99.(H)(4)(D) 6 d779578dex99h4d.htm AMENDMENT TO THE GLOBAL SECURITIES LENDING AGENCY AGREEMENT Amendment to the Global Securities Lending Agency Agreement

AMENDMENT

TO THE AGENCY AGREEMENT

THIS AMENDMENT entered into on December 21, 2023 as approved by the Board on November 16, 2023 (the “Amendment”) hereby amends the Global Securities Lending Agency Agreement, dated October 4, 2018, as previously amended (the “Agency Agreement”), between 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 Institutional Trust, and Undiscovered Managers Funds (each, a “Trust”, and, collectively, the “Trusts”), each a registered management investment company organized and existing under the laws of Delaware, Massachusetts, or Maryland, each on behalf of their series portfolios listed as corresponding to such Trust’s name on Exhibit A severally and not jointly, (each series portfolio, a “Lender” and collectively, the “Lenders”) and Citibank, N.A. (“Agent”) (collectively, the “Parties”). All capitalized terms used but not defined herein shall have the meaning given to them in the Agency Agreement.

WHEREAS, the Parties desire to amend Schedule A to the Rider as set forth herein and,

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows:

 

  1.

Exhibit A

Exhibit A to the Agency Agreement is hereby deleted in its entirety and amended with the Exhibit A attached hereto to update Lender fund names under the Agency Agreement and.

 

  2.

Miscellaneous

(a) This Amendment supplements and further amends the Agency Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agency Agreement or any provisions of the Agency Agreement that directly cover or indirectly bear upon matters covered under this Amendment.

(b) Each reference to the Agency Agreement in that document and in every other agreement, contract or instrument to which the Parties are bound, shall hereafter be construed as a reference to the Agency Agreement as previously amended and further amended by this Amendment. Except as provided in this Amendment, the provisions of the Agency Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by each Party hereto.

(c) Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.

(d) This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.


Citibank, N.A., as Agent      

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 Institutional Trust

Undiscovered Managers Funds

 

on behalf of each series portfolio listed on Exhibit A to the Agency Agreement severally and not jointly, as Lender

By:   

/s/ William Mascaro

      By:   

/s/ Timothy J. Clemens

Name:    William Mascaro       Name:    Timothy J. Clemens
Title:    Managing Director       Title:    Treasurer


Exhibit A

to the Global Securities Lending Agency Agreement,

Between CITIBANK, N.A., As the Agent

and the Lender

LIST OF DESIGNATED ACCOUNTS

 

Registered Investment Company

  

Fund Name

  

Custody Account

Number(s)

J.P. Morgan Fleming Mutual Fund Group, Inc.    JPMorgan Mid Cap Value Fund    [REDACTED]
J.P. Morgan Mutual Fund Investment Trust    JPMorgan Growth Advantage Fund    [REDACTED]
JPMorgan Institutional Trust    JPMorgan Core Bond Trust    [REDACTED]
JPMorgan Institutional Trust    JPMorgan Intermediate Bond Trust1    [REDACTED]
JPMorgan Trust I    JPMorgan California Tax Free Bond Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Corporate Bond Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Diversified Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Emerging Markets Debt Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Emerging Markets Equity Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Europe Dynamic Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Floating Rate Income Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Global Allocation Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Global Bond Opportunities Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Hedged Equity Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Income Builder Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Income Fund    [REDACTED]
JPMorgan Trust I    JPMorgan International Equity Fund    [REDACTED]
JPMorgan Trust I    JPMorgan International Focus Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Developed International Value Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Managed Income Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Mid Cap Equity Fund    [REDACTED]
JPMorgan Trust I    JPMorgan National Municipal Income Fund    [REDACTED]
JPMorgan Trust I    JPMorgan New York Tax Free Bond Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Research Market Neutral Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Short Duration Core Plus Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Small Cap Blend Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Small Cap Equity Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Small Cap Sustainable Leaders Fund    [REDACTED]
JPMorgan Trust I    JPMorgan SmartRetirement Income Fund    [REDACTED]
JPMorgan Trust I    JPMorgan SmartRetirement 2020 Fund    [REDACTED]

 

1 

To liquidate on or about January 31, 2024.


JPMorgan Trust I    JPMorgan SmartRetirement 2025 Fund    [REDACTED]
JPMorgan Trust I    JPMorgan SmartRetirement 2030 Fund    [REDACTED]
JPMorgan Trust I    JPMorgan SmartRetirement 2035 Fund    [REDACTED]
JPMorgan Trust I    JPMorgan SmartRetirement 2040 Fund    [REDACTED]
JPMorgan Trust I    JPMorgan SmartRetirement 2045 Fund    [REDACTED]
JPMorgan Trust I    JPMorgan SmartRetirement 2050 Fund    [REDACTED]
JPMorgan Trust I    JPMorgan SmartRetirement 2055 Fund    [REDACTED]
JPMorgan Trust I    JPMorgan SmartRetirement 2060 Fund    [REDACTED]
JPMorgan Trust I    JPMorgan SmartRetirement Blend Income Fund    [REDACTED]
JPMorgan Trust I    JPMorgan SmartRetirement Blend 2020 Fund    [REDACTED]
JPMorgan Trust I    JPMorgan SmartRetirement Blend 2025 Fund    [REDACTED]
JPMorgan Trust I    JPMorgan SmartRetirement Blend 2030 Fund    [REDACTED]
JPMorgan Trust I    JPMorgan SmartRetirement Blend 2035 Fund    [REDACTED]
JPMorgan Trust I    JPMorgan SmartRetirement Blend 2040 Fund    [REDACTED]
JPMorgan Trust I    JPMorgan SmartRetirement Blend 2045 Fund    [REDACTED]
JPMorgan Trust I    JPMorgan SmartRetirement Blend 2050 Fund    [REDACTED]
JPMorgan Trust I    JPMorgan SmartRetirement Blend 2055 Fund    [REDACTED]
JPMorgan Trust I    JPMorgan SmartRetirement Blend 2060 Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Strategic Income Opportunities Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Tax Aware Equity Fund2    [REDACTED]
JPMorgan Trust I    JPMorgan Tax Aware Real Return Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Total Return Fund    [REDACTED]
JPMorgan Trust I    JPMorgan U.S. Applied Data Science Value Fund    [REDACTED]
JPMorgan Trust I    JPMorgan U.S. Equity Fund    [REDACTED]
JPMorgan Trust I    JPMorgan U.S. GARP Equity Fund    [REDACTED]
JPMorgan Trust I    JPMorgan U.S. Large Cap Core Plus Fund    [REDACTED]
JPMorgan Trust I    JPMorgan U.S. Research Enhanced Equity Fund    [REDACTED]
JPMorgan Trust I    JPMorgan U.S. Small Company Fund    [REDACTED]
JPMorgan Trust I    JPMorgan U.S. Sustainable Leaders Fund    [REDACTED]
JPMorgan Trust I    JPMorgan U.S. Value Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Unconstrained Debt Fund    [REDACTED]
JPMorgan Trust I    JPMorgan Value Advantage Fund    [REDACTED]
JPMorgan Trust II    JPMorgan Core Bond Fund    [REDACTED]
JPMorgan Trust II    JPMorgan Core Plus Bond Fund    [REDACTED]
JPMorgan Trust II    JPMorgan Equity Income Fund    [REDACTED]
JPMorgan Trust II    JPMorgan Equity Index Fund    [REDACTED]
JPMorgan Trust II    JPMorgan Government Bond Fund    [REDACTED]
JPMorgan Trust II    JPMorgan High Yield Fund    [REDACTED]
JPMorgan Trust II    JPMorgan Large Cap Growth Fund    [REDACTED]
JPMorgan Trust II    JPMorgan Large Cap Value Fund    [REDACTED]
JPMorgan Trust II    JPMorgan Mid Cap Growth Fund    [REDACTED]
JPMorgan Trust II    JPMorgan Mortgage-Backed Securities Fund    [REDACTED]
JPMorgan Trust II    JPMorgan Short Duration Bond Fund    [REDACTED]
JPMorgan Trust II    JPMorgan Short-Intermediate Municipal Bond Fund    [REDACTED]

 

2 

To liquidate on or about December 18, 2023.


JPMorgan Trust II    JPMorgan Small Cap Growth Fund    [REDACTED]
JPMorgan Trust II    JPMorgan Small Cap Value Fund    [REDACTED]
JPMorgan Trust II    JPMorgan SMID Cap Equity Fund    [REDACTED]
JPMorgan Trust II    JPMorgan Tax Free Bond Fund    [REDACTED]
JPMorgan Trust IV    JPMorgan Emerging Markets Research Enhanced Equity Fund    [REDACTED]
JPMorgan Trust IV    JPMorgan Equity Premium Income Fund    [REDACTED]
JPMorgan Trust IV    JPMorgan Hedged Equity 2 Fund    [REDACTED]
JPMorgan Trust IV    JPMorgan Hedged Equity 3 Fund    [REDACTED]
JPMorgan Trust IV    JPMorgan International Hedged Equity Fund    [REDACTED]
JPMorgan Trust IV    JPMorgan Macro Opportunities Fund    [REDACTED]
JPMorgan Trust IV    JPMorgan Preferred and Income Securities Fund    [REDACTED]
JPMorgan Trust IV    JPMorgan SmartRetirement 2065 Fund    [REDACTED]
JPMorgan Trust IV    JPMorgan SmartRetirement Blend 2065 Fund    [REDACTED]
JPMorgan Trust IV    JPMorgan Ultra-Short Municipal Fund    [REDACTED]
Undiscovered Managers Funds    Undiscovered Managers Behavioral Value Fund    [REDACTED]