UNDER THE INVESTMENT COMPANY ACT OF 1940 |
☒ |
Amendment No. 61 |
|
Prospective Investor |
Copy # ____________________ |
___________________________________________ |
DO NOT COPY OR CIRCULATE |
INSTITUTIONAL INVESTING |
|
ANNUAL FUND OPERATING EXPENSES
(Expenses that you pay each year as a percentage of the
value of your investment) |
|
|
Institutional |
Management Fees |
0.28% |
Distribution (Rule 12b-1) Fees |
NONE |
Other Expenses |
0.12 |
Remainder of Other Expenses |
0.12 |
Total Annual Fund Operating Expenses |
0.40 |
Fee Waivers and/or Expense Reimbursements 1 |
-0.25 |
Total Annual Fund Operating Expenses after Fee Waivers and/or Expense Reimbursements 1 |
0.15 |
WHETHER OR NOT YOU SELL YOUR SHARES, YOUR COST WOULD BE: | ||||
|
1 Year |
3 Years |
5 Years |
10 Years |
INSTITUTIONAL SHARES ($) |
15 |
103 |
199 |
481 |
YEAR-BY-YEAR RETURNS |
Best Quarter |
4th quarter, 2023 |
6.38% |
Worst Quarter |
1st quarter, 2022 |
-5.45% |
The Fund’s year-to-date total return |
through |
3/31/24 |
was |
-0.33% |
. |
AVERAGE ANNUAL TOTAL RETURNS
(For periods ended December 31, 2023) |
|||
|
Past
1 Year |
Past
5 Years |
Past
10 Years |
INSTITUTIONAL SHARES |
|
|
|
Return Before Taxes |
6.12 % |
1.82 % |
2.39 % |
Return After Taxes on Distributions |
4.44 |
0.35 |
0.86 |
Return After Taxes on Distributions and Sale of Fund Shares |
3.59 |
0.86 |
1.22 |
BLOOMBERG U.S. AGGREGATE INDEX (Reflects No Deduction for Fees, Expenses, or Taxes) |
5.53 |
1.10 |
1.81 |
Portfolio Manager |
Managed Fund Since |
Primary Title with
Investment Adviser |
Richard D. Figuly |
2015 |
Managing Director |
Justin Rucker |
2019 |
Managing Director |
Andrew Melchiorre |
2023 |
Managing Director |
Edward Fitzpatrick III |
2023 |
Managing Director |
Purchase minimums | |
To establish an account |
$10,000,000 |
To add to an account |
No minimum levels |
FUNDAMENTAL POLICIES |
The Fund’s investment strategy may involve “fundamental policies.” A policy is fundamental if it cannot be changed without the
consent of a majority of the outstanding shares of the Fund. The investment
objective for the Fund is fundamental. All other fundamental
policies are specifically identified in the Risk/Return Summary or in the Confidential Offering Memorandum Supplement. |
|
Core Bond Trust |
Asset-Backed, Mortgage-Related and Mortgage-Backed Securities
Risk |
• |
Credit Risk |
• |
Cyber Security Risk |
○ |
Derivatives Risk |
○ |
Foreign Issuer Risk |
• |
General Market Risk |
• |
Government Securities Risk |
• |
Industry and Sector Focus Risk |
• |
Interest Rate Risk |
• |
Inverse Floater Risk |
○ |
Loan Risk |
○ |
Prepayment Risk |
• |
Regulatory and Legal Risk |
○ |
Securities Lending Risk |
○ |
Transactions and Liquidity Risk |
• |
Volcker Rule Risk |
○ |
WHAT IS A DERIVATIVE? |
Derivatives are securities or contracts (like futures and options) that derive their value from the performance of underlying assets or
securities. |
WHAT IS A CASH EQUIVALENT? |
Cash equivalents are highly liquid, high-quality instruments with maturities of three months or less on the date they are purchased.
They include securities issued by the U.S. government, its agencies and
instrumentalities, repurchase agreements, certificates of
deposit, bankers’ acceptances, commercial paper, money market mutual
funds and bank deposit accounts. |
Core Bond Trust |
0.13% |
INSTRUMENT |
RISK TYPE |
Adjustable Rate Mortgage Loans (ARMs): Loans in a mortgage pool which provide for a fixed initial mortgage interest rate for a specified period of time, after which the rate may be subject to periodic adjustments. |
Credit
Interest Rate
Liquidity
Market
Political
Prepayment
Valuation |
Asset-Backed Securities: Securities secured by company receivables, home equity loans, truck and auto
loans, leases and credit card receivables or other securities backed by other
types of receivables or other assets. |
Credit
Interest Rate
Liquidity
Market
Political
Prepayment
Valuation |
Bank Obligations: Bankers’ acceptances, certificates of deposit and time deposits. Bankers’ acceptances are
bills of exchange or time drafts drawn on and accepted by a commercial bank.
Maturities are generally six months or less. Certificates of
deposit are negotiable certificates issued by a bank for a specified period of time and earning a specified return. Time deposits are non-negotiable receipts issued by a bank in
exchange for the deposit of funds. |
Credit
Currency
Interest Rate
Liquidity
Market
Political |
Borrowings: The Fund may borrow for temporary purposes and/or for investment purposes. Such a practice
will result in leveraging of the Fund’s assets and may cause the Fund to
liquidate portfolio positions when it would not be advantageous
to do so. The Fund must maintain continuous asset coverage of 300% of the amount borrowed, with the exception for borrowings not in excess of 5% of the Fund’s total assets made for
temporary administrative purposes. |
Credit
Interest Rate
Market |
Call and Put Options: A call option gives the buyer the right to buy, and obligates the seller of the option to
sell a security at a specified price at a future date. A put option gives the
buyer the right to sell, and obligates the seller of the option
to buy a security at a specified price at a future date. The Fund will sell only covered call and secured put options. |
Credit
Leverage
Liquidity
Management
Market |
Commercial Paper: Secured and unsecured short-term promissory notes issued by corporations and other
entities. Maturities generally vary from a few days to nine
months. |
Credit
Currency
Interest Rate
Liquidity
Market
Political
Valuation |
Convertible Securities: Bonds or preferred stock that
can convert to common stock including contingent convertible
securities. |
Credit Currency Interest Rate Liquidity Market Political Valuation |
INSTRUMENT |
RISK TYPE |
Corporate Debt Securities: May include bonds and other debt securities of domestic and foreign issuers,
including obligations of industrial, utility, banking and other corporate
issuers. |
Credit
Currency
Interest Rate
Liquidity
Market
Political
Valuation |
Credit Default Swaps (CDSs): A swap agreement between two parties pursuant to which one party pays the
other a fixed periodic coupon for the specified life of the agreement. The
other party makes no payment unless a credit event, relating to a
predetermined reference asset, occurs. If such an event occurs, the party will then make a payment to the first party, and the swap will terminate. |
Credit
Currency
Interest Rate
Leverage
Liquidity
Management
Market
Political
Valuation |
Custodial Receipts: The Fund may acquire securities in the form of custodial receipts that evidence
ownership of future interest payments, principal payments or both on certain
U.S. Treasury notes or bonds in connection with programs
sponsored by banks and brokerage firms. These are not considered to be U.S. government securities. These notes and bonds are held in custody by a bank on behalf of the owners of the
receipts. |
Credit
Liquidity
Market |
Demand Features: Securities that are subject to puts and standby commitments to purchase the securities
at a fixed price (usually with accrued interest) within a fixed period of time
following demand by the Fund. |
Liquidity
Management
Market |
Emerging Market Securities: Securities issued by issuers or governments in countries with emerging
economies or securities markets which may be undergoing significant evolution
and rapid development. |
Foreign Investment |
Exchange-Traded Funds (ETFs): Ownership interest in unit investment trusts, depositary receipts, and other
pooled investment vehicles that hold a portfolio of securities or stocks
designed to track the price performance and dividend yield of a
particular broad-based, sector or international index. ETFs include a wide range of investments. |
Investment Company
Market |
Foreign Investments: Equity and debt securities (e.g., bonds and commercial paper) of foreign entities and
obligations of foreign branches of U.S. banks and foreign banks. Foreign
securities may also include American Depositary Receipts (ADRs),
Global Depositary Receipts (GDRs), European Depositary Receipts
(EDRs) and American Depositary Securities. |
Foreign Investment
Liquidity
Market
Political
Prepayment
Valuation |
Inflation-Linked Debt Securities: Includes fixed and floating rate debt securities of varying maturities issued
by the U.S. government as well as securities issued by other entities such as
corporations, foreign governments and foreign
issuers. |
Credit
Currency
Interest Rate
Political |
Interfund Lending: Involves lending money and borrowing money for temporary purposes through a credit
facility. |
Credit
Interest Rate
Market |
Inverse Floating Rate Instruments: Leveraged variable debt instruments with interest rates that reset in the
opposite direction from the market rate of interest to which the inverse
floater is indexed. |
Credit
Leverage
Market |
Investment Company Securities: Shares of other
investment companies, including money market funds for which the
adviser and/or its affiliates serve as investment adviser or administrator. The adviser will waive certain fees when investing in funds for which it serves as investment adviser, to the extent required by law
or by contract. |
Investment Company Market |
INSTRUMENT |
RISK TYPE |
Loan Assignments and Participations: Assignments of, or participations in, all or a portion of loans to corporations or to governments, including governments of less developed countries. |
Credit
Currency
Extension
Foreign Investment
Interest Rate
Liquidity
Market
Political
Prepayment |
Mortgages (Directly Held): Debt instruments secured by real property. |
Credit
Environmental
Extension
Interest Rate
Liquidity
Market
Natural Event
Political
Prepayment
Valuation |
Mortgage-Backed Securities: Debt obligations secured by real estate loans and pools of loans including
collateralized mortgage obligations (CMOs), commercial mortgage- backed
securities (CMBSs), and other asset-backed
structures. |
Credit
Currency
Extension
Interest Rate
Leverage
Liquidity
Market
Political
Prepayment
Tax
Valuation |
Mortgage Dollar Rolls: A transaction in which the Fund sells securities for delivery in a current month and
simultaneously contracts with the same party to repurchase similar but not
identical securities on a specified future date.
|
Currency
Extension
Interest Rate
Leverage
Liquidity
Market
Political
Prepayment |
Municipal Securities: Securities issued by a state or political subdivision to obtain funds for various public
purposes. Municipal securities include, among others, private activity bonds
and industrial development bonds, as well as general obligation
notes, tax anticipation notes, bond anticipation notes, revenue
anticipation notes, other short-term tax-exempt obligations, municipal leases,
obligations of municipal housing authorities and single-family
revenue bonds. |
Credit
Interest Rate
Market
Natural Event
Political
Prepayment
Tax
Valuation |
New Financial Products: New options and futures
contracts and other financial products continue to be developed
and the Fund may invest in such options, contracts and products. |
Credit Liquidity Management Market |
INSTRUMENT |
RISK TYPE |
Obligations of Supranational Agencies: Obligations which are chartered to promote economic development and are supported by various governments and governmental agencies. |
Credit
Foreign Investment
Liquidity
Political
Valuation |
Options and Futures Transactions: The Fund may purchase and sell (a) exchange traded and over-the- counter put and call options on securities, indexes of securities and futures contracts on securities and
indexes of securities and (b) futures contracts on securities and indexes of
securities. |
Credit
Leverage
Liquidity
Management
Market |
Preferred Stock: A class of stock that generally pays a dividend at a specified rate and has preference over
common stock in the payment of dividends and in liquidation.
|
Market |
Private Placements, Restricted Securities and Other
Unregistered Securities: Securities not registered under the Securities Act of 1933, such as privately placed commercial paper and Rule 144A securities. |
Liquidity
Market
Valuation |
Real Estate Investment Trusts (REITs): Pooled investment vehicles which invest primarily in income producing real estate or real estate related loans or interest. |
Credit
Interest Rate
Liquidity
Management
Market
Political
Prepayment
Tax
Valuation |
Repurchase Agreements: The purchase of a security and the simultaneous commitment to return the
security to the seller at an agreed upon price on an agreed upon date. This is
treated as a loan. |
Credit
Liquidity
Market |
Reverse Repurchase Agreements: The sale of a security and the simultaneous commitment to buy the security back at an agreed upon price on an agreed upon date. This is treated as a borrowing by the Fund. |
Credit
Leverage
Market |
Securities Issued in Connection with Reorganizations and
Corporate Restructurings: In connection with reorganizing or restructuring of an issuer, an issuer may issue common stock or other securities to holders
of its debt securities. |
Market |
Securities Lending: The lending of up to 33 1∕3% of the Fund’s total assets. In return, the Fund will receive cash, other securities, and/or letters of credit as collateral. |
Credit
Leverage
Market |
Short-Term Funding Agreements: Agreements issued by banks and highly rated U.S. insurance companies such as Guaranteed Investment Contracts (GICs) and Bank Investment Contracts (BICs). |
Credit
Liquidity
Market |
Sovereign Obligations: Investments in debt obligations issued or guaranteed by a foreign sovereign
government, or its agencies, authorities or political
subdivisions. |
Credit
Foreign Investment
Liquidity
Political
Valuation |
Stripped Mortgage-Backed Securities: Derivative
multi-class mortgage securities which are usually structured with
two classes of shares that receive different proportions of the interest and principal from a pool of mortgage assets. These include Interest-Only (IO) and Principal-Only (PO) securities issued outside a
Real Estate Mortgage Investment Conduit (REMIC) or CMO structure.
|
Credit Liquidity Market Political Prepayment Valuation |
INSTRUMENT |
RISK TYPE |
Structured Investments: A security having a return tied to an underlying index or other security or asset
class. Structured investments generally are individually negotiated agreements
and may be traded over- the-counter. Structured investments are
organized and operated to restructure the investment
characteristics of the underlying security. |
Credit
Foreign Investment
Liquidity
Management
Market
Valuation |
Swaps and Related Swap Products: Swaps involve an exchange of obligations by two parties. Caps and floors
entitle a purchaser to a principal amount from the seller of the cap or floor
to the extent that a specified index exceeds or falls below a
predetermined interest rate or amount. The Fund may enter into these transactions to manage its exposure to changing interest rates and other factors. |
Credit
Currency
Interest Rate
Leverage
Liquidity
Management
Market
Political
Valuation |
Temporary Defensive Positions: To respond to unusual circumstances, the Fund may invest in cash and cash
equivalents for temporary defensive purposes. |
Credit
Interest Rate
Liquidity
Market |
Treasury Receipts: The Fund may purchase interests in separately traded interest and principal component
parts of U.S. Treasury obligations that are issued by banks or brokerage firms
and that are created by depositing U.S. Treasury notes and U.S.
Treasury bonds into a special account at a custodian bank. Receipts
include Treasury Receipts (TRs), Treasury Investment Growth Receipts (TIGRs),
and Certificates of Accrual on Treasury Securities
(CATS). |
Market |
Trust Preferreds: Securities with characteristics of both subordinated debt and preferred stock. Trust
preferreds are generally long term securities that make periodic fixed or
variable interest payments. |
Credit
Currency
Interest Rate
Liquidity
Market
Political
Valuation |
U.S. Government Agency Securities: Securities issued or guaranteed by agencies and instrumentalities of the
U.S. government. These include all types of securities issued by Ginnie Mae,
Fannie Mae and Freddie Mac, including funding notes, subordinated
benchmark notes, CMOs and REMICs. |
Credit
Government Securities
Interest Rate
Market |
U.S. Government Obligations: May include direct obligations of the U.S. Treasury, including Treasury bills,
notes and bonds, all of which are backed as to principal and interest payments
by the full faith and credit of the United States, and separately
traded principal and interest component parts of such obligations that are transferable through the Federal book-entry system known as Separate Trading of Registered Interest
and Principal of Securities (STRIPS) and Coupons Under Book Entry Safekeeping
(CUBES). |
Interest Rate
Market |
Variable and Floating Rate Instruments: Obligations with interest rates which are reset daily, weekly, quarterly or some other frequency and which may be payable to the Fund on demand or at the expiration
of a specified term. |
Credit
Liquidity
Market
Valuation |
When-Issued Securities, Delayed Delivery Securities and Forward Commitments: Purchase or contract to purchase securities at a fixed price for delivery at a future date. |
Credit Leverage Liquidity Market Valuation |
INSTRUMENT |
RISK TYPE |
Zero-Coupon, Pay-in-Kind and Deferred Payment
Securities: Zero-coupon securities are securities that are
sold at a discount to par value and on which interest payments are not made
during the life of the security. Pay-in-kind securities are
securities that have interest payable by delivery of additional securities. Deferred payment securities are zero-coupon debt securities which convert on a specified date to interest bearing
debt securities. |
Credit Currency Interest Rate Liquidity Market Political Valuation Zero-Coupon Securities |
|
Per share operating performance | ||||||
|
|
Investment operations |
Distributions | ||||
|
Net asset
value,
beginning
of period |
Net
investment
income
(loss) (a) |
Net realized
and unrealized
gains
(losses) on
investments |
Total from
investment
operations |
Net
investment
income |
Net
realized
gain |
Total
distributions |
JPMorgan Core Bond Trust |
|
|
|
|
|
|
|
Year Ended February 29, 2024 |
$8.84 |
$0.35 |
$(0.04) |
$0.31 |
$(0.35) |
$— |
$(0.35) |
Year Ended February 28, 2023 |
9.98 |
0.29 |
(1.14) |
(0.85) |
(0.29) |
— |
(0.29) |
Year Ended February 28, 2022 |
10.50 |
0.26 |
(0.45) |
(0.19) |
(0.26) |
(0.07) |
(0.33) |
Year Ended February 28, 2021 |
10.80 |
0.31 |
(0.03) |
0.28 |
(0.31) |
(0.27) |
(0.58) |
Year Ended February 29, 2020 |
9.97 |
0.34 |
0.87 |
1.21 |
(0.34) |
(0.04) |
(0.38) |
|
Ratios/Supplemental data | |||||
|
|
|
Ratios
to average net assets |
| ||
Net asset
value,
end of
period |
Total return(b) |
Net assets,
end of
period
(000's) |
Net
expenses(c) |
Net
investment
income
(loss) |
Expenses without
waivers and reimbursements |
Portfolio turnover rate |
|
|
|
|
|
|
|
$8.80 |
3.61% |
$2,313,452 |
0.15% |
4.00% |
0.40% |
30% |
8.84 |
(8.57) |
2,131,431 |
0.14 |
3.19 |
0.41 |
53 |
9.98 |
(1.92) |
2,073,952 |
0.14 |
2.46 |
0.40 |
66 |
10.50 |
2.57 |
2,220,686 |
0.14 |
2.89 |
0.40 |
66 |
10.80 |
12.32 |
2,059,714 |
0.14 |
3.25 |
0.41 |
32 |
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103 | |
104 | |
106 | |
107 | |
A-1 |
|
Fiscal
Year Ended | |
Fund |
February 28, 2023 |
February 29, 2024 |
Core Bond Trust |
53% |
30% |
|
Capital
Loss Carryforward Character | |
Fund |
Short-Term |
Long-Term |
Core Bond Trust |
$19,483 |
$49,745 |
J.P. Morgan Investment Management Inc. |
Investment Adviser, and Administrator |
J.P. Morgan Institutional Investments Inc. |
Placement Agent |
JPMorgan Chase Bank, N.A. |
Custodian, Fund Accountant, and Securities Lending Agent |
Name (Year of Birth; Term of Office,
and Length of Time Served)(1) |
Principal Occupation(s) During Past 5 Years (or longer) |
Number of Funds in Fund Complex Overseen by Trustee(2)
|
Other Trusteeships/ Directorships Held During the Past 5 Years (or
longer)(3) |
Independent Trustees |
|
|
|
John F. Finn (1947); Chair, since 2020; Trustee, since 1998. |
Chairman, Gardner, Inc. (supply chain management company serving industrial and consumer markets) (serving in various roles 1974–present). |
168 |
Director, Greif, Inc. (GEF) (industrial package products and services) (2007–2023); Trustee, Columbus Association for the Performing Arts (1988- present). |
Stephen P. Fisher (1959); Trustee, since 2018. |
Retired; Chairman and Chief Executive Officer, NYLIFE Distributors LLC (registered broker- dealer) (serving in various roles 2008- 2013); Chairman, NYLIM Service Company LLC (transfer agent) (2008- 2017); New York Life Investment Management LLC (registered investment adviser) (serving in various roles 2005- 2017); Chairman, IndexIQ Advisors LLC (registered investment adviser for ETFs) (2014-2017); President, MainStay VP Funds Trust (2007-2017), MainStay DefinedTerm Municipal Opportunities Fund (2011-2017) and Main- Stay Funds Trust (2007-2017) (registered investment companies). |
168 |
None. |
Name (Year of Birth; Term of Office,
and Length of Time Served)(1) |
Principal Occupation(s) During Past 5 Years (or longer) |
Number of Funds in Fund Complex Overseen by Trustee(2)
|
Other Trusteeships/ Directorships Held During the Past 5 Years (or
longer)(3) |
Gary L. French (1951); Trustee, since 2014. |
Real Estate Investor (2011-2020); Investment management industry Consultant and Expert Witness (2011-present); Senior Consultant for The Regulatory Fundamentals Group LLC (2011-2017). |
168 |
Independent Trustee, The China Fund, Inc. (2013- 2019); Exchange Traded Concepts Trust II (2012- 2014); Exchange Traded Concepts Trust I (2011- 2014). |
Kathleen M. Gallagher (1958); Trustee, since 2018. |
Retired; Chief Investment Officer – Benefit Plans, Ford Motor Company (serving in various roles 1985-2016). |
168 |
Non-Executive Director, Legal & General Investment Management (Holdings) (2018- present); Non-Executive Director, Legal & General Investment Management America (U.S. Holdings) (financial services and insurance) (2017- present); Advisory Board Member, State Street Global Advisors Total Portfolio Solutions (2017-present); Member, Client Advisory Council, Financial Engines, LLC (registered investment adviser) (2011-2016); Director, Ford Pension Funds Investment Management Ltd. (2007- 2016). |
Robert J. Grassi (1957); Trustee, since 2014. |
Sole Proprietor, Academy Hills Advisors LLC (2012- present); Pension Director, Corning Incorporated (2002- 2012). |
168 |
None. |
Frankie D. Hughes (1952); Trustee, since 2008. |
President, Ashland Hughes Properties (property management) (2014–present); President and Chief Investment Officer, Hughes Capital Management, Inc. (fixed income asset management) (1993– 2014). |
168 |
None. |
Name (Year of Birth; Term of Office,
and Length of Time Served)(1) |
Principal Occupation(s) During Past 5 Years (or longer) |
Number of Funds in Fund Complex Overseen by Trustee(2)
|
Other Trusteeships/ Directorships Held During the Past 5 Years (or
longer)(3) |
Raymond Kanner (1953); Trustee, since 2017. |
Retired; Managing Director and Chief Investment Officer, IBM Retirement Funds (2007–2016). |
168 |
Advisory Board Member, Penso Advisors, LLC (2020- present); Advisory Board Member, Los Angeles Capital (2018-present); Advisory Board Member, State Street Global Advisors Total Portfolio Solutions (2017-present); Acting Executive Director, Committee on Investment of Employee Benefit Assets (CIEBA) (2016-2017); Advisory Board Member, Betterment for Business (robo advisor) (2016– 2017); Advisory Board Member, BlueStar Indexes (index creator) (2013–2017); Director, Emerging Markets Growth Fund (registered investment company) (1997-2016); Member, Russell Index Client Advisory Board (2001- 2015). |
Thomas P. Lemke (1954); Trustee, since 2014. |
Retired since 2013. |
168 |
Independent Trustee of Advisors’ Inner Circle III fund platform, consisting of the following: (i) the Advisors’ Inner Circle Fund III, (ii) the Gallery Trust, (iii) the Schroder Series Trust, (iv) the Delaware Wilshire Private Markets Fund (since 2020), (v) Chiron Capital Allocation Fund Ltd., (vi) formerly the Winton Diversified Opportunities Fund (2014-2018), and (vii) Symmetry Panoramic Trust (since 2018). |
Lawrence R. Maffia (1950); Trustee, since 2014. |
Retired; Director and President, ICI Mutual Insurance Company (2006-2013). |
168 |
Director, ICI Mutual Insurance Company (1999-2013). |
Name (Year of Birth; Term of Office,
and Length of Time Served)(1) |
Principal Occupation(s) During Past 5 Years (or longer) |
Number of Funds in Fund Complex Overseen by Trustee(2)
|
Other Trusteeships/ Directorships Held During the Past 5 Years (or
longer)(3) |
Mary E. Martinez (1960); Vice Chair, since 2021; Trustee, since 2013. |
Associate, Special Properties, a Christie’s International Real Estate Affiliate (2010– present); Managing Director, Bank of America (asset management) (2007– 2008); Chief Operating Officer, U.S. Trust Asset Management, U.S. Trust Company (asset management) (2003–2007); President, Excelsior Funds (registered investment companies) (2004–2005). |
168 |
None. |
Marilyn McCoy (1948); Trustee, since 1999. |
Retired; Vice President of Administration and Planning, Northwestern University (1985– 2023). |
168 |
None. |
Dr. Robert A. Oden, Jr.
(1946); Trustee, since 1997. |
Retired; President, Carleton College (2002–2010); President, Kenyon College (1995–2002). |
168 |
Trustee, The Coldwater Conservation Fund; Trustee, American Museum of Fly Fishing (2013–present); Trustee and Vice Chair, Trout Unlimited (2017-2021); Trustee, Dartmouth- Hitchcock Medical Center (2011–2020). |
Marian U. Pardo (1946); Trustee, since 2013. |
Managing Director and Founder, Virtual Capital Management LLC (investment consulting) (2007– present); Managing Director, Credit Suisse Asset Management (portfolio manager) (2003–2006). |
168 |
Board Chair and Member, Board of Governors, Columbus Citizens Foundation (not-for-profit supporting philanthropic and cultural programs) (2006–present). |
Name (Year of Birth; Term of Office,
and Length of Time Served)(1) |
Principal Occupation(s) During Past 5 Years (or longer) |
Number of Funds in Fund Complex Overseen by Trustee(2)
|
Other Trusteeships/ Directorships Held During the Past 5 Years (or
longer)(3) |
Emily A. Youssouf (1951); Trustee, since 2014. |
Adjunct Professor (2011-present) and Clinical Professor (2009-2011), NYU Schack Institute of Real Estate; Board Member and Member of the Audit Committee (2013-present), Chair of Finance Committee (2019-present), Member of Related Parties Committee (2013-2018) and Member of the Enterprise Risk Committee (2015- 2018), PennyMac Financial Services, Inc.; Board Member (2005-2018), Chair of Capital Committee (2006-2016), Chair of Audit Committee (2005-2018), Member of Finance Committee (2005-2018) and Chair of IT Committee (2016-2018), NYC Health and Hospitals Corporation. |
168 |
Trustee, NYC School Construction Authority (2009-present); Board Member, NYS Job Development Authority (2008-present); Trustee and Chair of the Audit Committee of the Transit Center Foundation (2015-2019). |
Interested Trustees |
|
|
|
Robert F.
Deutsch(4)
(1957); Trustee, since 2014. |
Retired; Head of ETF Business for JPMorgan Asset Management (2013-2017); Head of Global Liquidity Business for JPMorgan Asset Management (2003-2013). |
168 |
Treasurer and Director of the JUST Capital Foundation (2017- present). |
Nina O.
Shenker(4)
(1957); Trustee, since 2022. |
Vice Chair (2017- 2021), General Counsel and Managing Director (2008-2016), Associate General Counsel and Managing Director (2004-2008), J.P. Morgan Asset & Wealth Management. |
168 |
Director and Member of Executive, Legal and Human Resources Committees; American Jewish Joint Distribution Committee (2018-present). |
Name of Trustee |
Dollar Range of Equity
Securities in Core Bond
Trust |
Aggregate Dollar Range of
Equity Securities in All
Registered Investment
Companies Overseen by the
Trustee in Family of
Investment Companies1,2 |
Independent Trustees |
|
|
John F. Finn |
None |
Over $100,000 |
Stephen P. Fisher |
None |
Over $100,000 |
Gary L. French |
None |
Over $100,000 |
Kathleen M. Gallagher |
None |
Over $100,000 |
Robert J. Grassi |
None |
Over $100,000 |
Frankie D. Hughes |
None |
Over $100,000 |
Raymond Kanner |
None |
Over $100,000 |
Thomas P. Lemke |
None |
Over $100,000 |
Lawrence R. Maffia |
None |
Over $100,000 |
Mary E. Martinez |
None |
Over $100,000 |
Marilyn McCoy |
None |
Over $100,000 |
Dr. Robert A. Oden, Jr. |
None |
Over $100,000 |
Marian U. Pardo |
None |
Over $100,000 |
Emily A. Youssouf |
None |
Over $100,000 |
Interested Trustees |
|
|
Robert Deutsch |
None |
Over $100,000 |
Nina O. Shenker |
None |
Over $100,000 |
Committee |
Fiscal Year
Ended February 29, 2024 |
Audit and Valuation Committee |
4 |
Compliance Committee |
4 |
Governance Committee |
6 |
Equity Committee |
7 |
ETF Committee |
4 |
Fixed Income Committee |
6 |
Money Market and Alternative Products Committee |
5 |
Name of Committee |
Members |
Committee Chair |
Audit and Valuation Committee |
Ms. Gallagher Mr. Maffia Mr. French Mr. Kanner |
Ms. Gallagher |
Compliance Committee |
Ms. Pardo Mr. Fisher Ms. Hughes Mr. Lemke |
Ms. Pardo |
Governance Committee |
Mr. Finn Ms. Martinez Ms. McCoy Dr. Oden |
Mr. Finn |
ETF Committee |
Mr. Deutsch Mr. Fisher Mr. Grassi Ms. Hughes Ms. Shenker Ms. Youssouf |
Mr. Deutsch |
Equity Committee |
Mr. Kanner Mr. French Mr. Maffia Ms. Pardo |
Mr. Kanner |
Fixed Income Committee |
Dr. Oden Mr. Grassi Ms. Hughes Ms. Martinez Ms. Shenker Ms. Youssouf |
Dr. Oden |
Money Market and Alternative Products Committee |
Mr. Fisher Mr. Deutsch Ms. Gallagher Mr. Lemke Ms. McCoy |
Mr. Fisher |
Name of Trustee |
Core
Bond Trust |
Total
Compensation Paid From
Fund Complex1 |
Independent Trustees |
|
|
John F. Finn |
$2,340 |
$660,000 |
Stephen P. Fisher |
2,002 |
485,000 |
Gary L. French |
1,876 |
420,0002 |
Kathleen M. Gallagher |
2,002 |
485,0003 |
Robert J. Grassi |
1,876 |
420,000 |
Frankie D. Hughes |
1,876 |
420,000 |
Raymond Kanner |
2,002 |
485,0004 |
Thomas P. Lemke |
1,876 |
420,0005 |
Lawrence R. Maffia |
1,876 |
420,000 |
Mary E. Martinez |
2,147 |
560,000 |
Marilyn McCoy |
1,876 |
420,0006 |
Dr. Robert A. Oden, Jr. |
2,002 |
485,000 |
Marian U. Pardo |
2,002 |
485,000 |
Emily A. Youssouf |
1,876 |
420,0002 |
Interested Trustees |
|
|
Robert Deutsch |
2,002 |
485,0007 |
Nina O. Shenker8 |
1,876 |
420,0006 |
Name (Year of Birth), Positions Held with the Trusts (Since) |
Principal Occupations During Past 5 Years |
Brian S. Shlissel (1964), President and Principal Executive Officer (2016) |
Managing Director and Chief Administrative Officer for J.P. Morgan pooled vehicles, J.P. Morgan Investment Management Inc. since 2014. |
Timothy J. Clemens (1975), Treasurer and Principal Financial Officer (2018) |
Managing Director, J.P. Morgan Investment Management Inc. Mr. Clemens has been with J.P. Morgan Investment Management Inc. since 2013. |
Gregory S. Samuels (1980), Secretary (2019) (formerly Assistant Secretary 2010-2019) |
Managing Director and Assistant General Counsel, JPMorgan Chase. Mr. Samuels has been with JPMorgan Chase since 2010. |
Stephen M. Ungerman (1953), Chief Compliance Officer (2005) |
Managing Director, JPMorgan Chase & Co. Mr. Ungerman has been with JPMorgan Chase & Co. since 2000. |
Kiesha Astwood-Smith (1973), Assistant Secretary (2021) |
Vice President and Assistant General Counsel, JPMorgan Chase since June 2021; Senior Director and Counsel, Equitable Financial Life Insurance Company (formerly, AXA Equitable Life Insurance Company) from September 2015 through June 2021. |
Matthew Beck (1988), Assistant Secretary (2021)* |
Vice President and Assistant General Counsel, JPMorgan Chase since May 2021; Senior Legal Counsel, Ultimus Fund Solutions from May 2018 through May 2021; General Counsel, The Nottingham Company from April 2014 through May 2018. |
Elizabeth A. Davin (1964), Assistant Secretary (2005)* |
Executive Director and Assistant General Counsel, JPMorgan Chase. Ms. Davin has been with JPMorgan Chase (formerly Bank One Corporation) since 2004. |
Jessica K. Ditullio (1962), Assistant Secretary (2005)* |
Executive Director and Assistant General Counsel, JPMorgan Chase. Ms. Ditullio has been with JPMorgan Chase (formerly Bank One Corporation) since 1990. |
Anthony Geron (1971), Assistant Secretary (2018) |
Vice President and Assistant General Counsel, JPMorgan Chase since September 2018; Lead Director and Counsel, AXA Equitable Life Insurance Company from 2015 to 2018 and Senior Director and Counsel, AXA Equitable Life Insurance Company from 2014 to 2015. |
Carmine Lekstutis (1980), Assistant Secretary (2011) |
Executive Director and Assistant General Counsel, JPMorgan Chase. Mr. Lekstutis has been with JPMorgan Chase since 2011. |
Max Vogel (1990),
Assistant Secretary (2021) |
Vice President and Assistant General Counsel, JPMorgan Chase since June 2021; Associate, Proskauer Rose LLP (law firm) from March 2017 to June 2021. |
Zachary E. Vonnegut-Gabovitch (1986), Assistant Secretary (2017) |
Executive Director and Assistant General Counsel, JPMorgan Chase. Mr. Vonnegut-Gabovitch has been with JPMorgan Chase since September 2016. |
Frederick J. Cavaliere (1978), Assistant Treasurer (2015)** |
Executive Director, J.P. Morgan Investment Management Inc. Mr. Cavaliere has been with JPMorgan since May 2006. |
Michael M. D’Ambrosio (1969), Assistant Treasurer (2012) |
Managing Director, J.P. Morgan Investment Management Inc. Mr. D’Ambrosio has been with J.P. Morgan Investment Management Inc. since 2012. |
Aleksandr Fleytekh (1972), Assistant Treasurer (2019) |
Executive Director, J.P. Morgan Investment Management Inc. Mr. Fleytekh has been with J.P. Morgan Investment Management Inc. since February 2012. |
Name (Year of Birth), Positions Held with the Trusts (Since) |
Principal Occupations During Past 5 Years |
Shannon Gaines (1977), Assistant Treasurer (2018)* |
Executive Director, J.P. Morgan Investment Management Inc. Mr. Gaines has been with J.P. Morgan Investment Management Inc. since January 2014. |
Jeffrey D. House (1972), Assistant Treasurer (2017)* |
Vice President, J.P. Morgan Investment Management Inc. Mr. House has been with J.P. Morgan Investment Management Inc. since July 2006. |
Michael Mannarino (1985), Assistant Treasurer (2020) |
Vice President, J.P. Morgan Investment Management Inc. Mr. Mannarino has been with J.P. Morgan Investment Management Inc. since 2014. |
Joseph Parascondola (1963), Assistant Treasurer (2011)** |
Executive Director, J.P. Morgan Investment Management Inc. Mr. Parascondola has been with J.P. Morgan Investment Management Inc. since 2006. |
Gillian I. Sands (1969), Assistant Treasurer (2012) |
Executive Director, J.P. Morgan Investment Management Inc. Ms. Sands has been with J.P. Morgan Investment Management Inc. since September 2012. |
|
Fiscal
Year Ended | |||||
|
February 28, 2022 |
February 28, 2023 |
February 29, 2024 | |||
Fund |
Paid |
Waived |
Paid |
Waived |
Paid |
Waived
|
Core Bond Trust |
$2,585 |
$(3,359) |
$2,391 |
$(3,278) |
$2,660 |
$(3,289) |
|
Non-Performance Based Fee Advisory Accounts | |||||
Registered
Investment Companies |
Other
Pooled Investment Vehicles |
Other
Accounts | ||||
Number
of Accounts |
Total
Assets ($thousands) |
Number
of Accounts |
Total
Assets ($thousands) |
Number
of Accounts |
Total Assets ($thousands) | |
Core Bond Trust |
|
|
|
|
|
|
Richard Figuly |
25 |
$89,762,412 |
15 |
$24,812,686 |
16 |
$4,477,549 |
Justin Rucker |
12 |
57,782,175 |
12 |
20,027,957 |
23 |
16,714,623 |
Andrew Melchiorre |
13 |
66,922,999 |
10 |
22,082,791 |
21 |
5,567,648 |
Edward Fitzpatrick III |
6 |
48,798,302 |
9 |
17,579,436 |
5 |
3,660,259 |
|
Performance Based Fee Advisory Accounts | |||||||
Registered
Investment Companies |
Other
Pooled Investment Vehicles |
Other
Accounts | ||||||
Number
of Accounts |
Total
Assets ($thousands) |
Number
of Accounts |
Total
Assets ($thousands) |
Number
of Accounts |
Total Assets ($thousands) | |||
Core Bond Trust |
|
|
|
|
|
| ||
Richard Figuly |
0 |
$0 |
0 |
$0
|
1 |
$1,990,943 | ||
Justin Rucker |
0 |
0 |
0 |
0 |
1 |
1,990,943 | ||
Andrew Melchiorre |
0 |
0 |
0 |
0 |
0 |
0 | ||
Edward Fitzpatrick III |
0 |
0 |
0 |
0 |
1 |
92,555 |
Name of Fund |
Benchmark |
Core Bond Trust |
Bloomberg U.S. Aggregate Bond Index |
|
Dollar Range of Shares in
the Fund | ||||||
Fund |
None |
$1-$10,000 |
$10,001 $50,000 |
$50,001- $100,000 |
$100,001- 500,000 |
$500,0001- 1,000,000 |
Over $1,000.000 |
Core Bond Trust |
|
|
|
|
|
|
|
Richard Figuly |
X |
|
|
|
|
|
|
Justin Rucker |
X |
|
|
|
|
|
|
Andrew Melchiorre |
X |
|
|
|
|
|
|
Edward Fitzpatrick III |
X |
|
|
|
|
|
|
|
Fiscal
Year Ended | ||
Fund |
February 28, 2022 |
February 28, 2023 |
February 29, 2024 |
Core Bond Trust | |||
Total Brokerage Commissions |
$— |
$6,160 |
$27,454 |
Brokerage Commissions to Affiliated Broker/ Dealers |
— |
— |
— |
Fund |
Name of
Broker-Dealer |
Value of
Securities Owned (000's) |
Core Bond Trust |
Bank of America Corp. |
$20,191 |
|
Bank of Montreal |
1,702 |
|
Barclays plc |
3,366 |
|
BNP Paribas SA |
6,714 |
|
Citigroup, Inc. |
5,309 |
|
Deutsche Bank AG |
5,158 |
|
Goldman Sachs Group, Inc. (The) |
13,139 |
|
Morgan Stanley |
11,060 |
|
Wells Fargo & Co. |
11,974 |
|
Fiscal
Year Ended | |||||
|
February 28, 2022 |
February 28, 2023 |
February 29, 2024 | |||
Fund |
Paid |
Waived |
Paid |
Waived |
Paid |
Waived
|
Core Bond Trust |
$— |
$(2,123) |
$1 |
$(2,024) |
$20 |
$(2,105) |
All Funds except Money Market Funds |
|
|
Tier One |
Up to $100 billion |
0.00375% |
Tier Two |
$100 billion to $175 billion |
0.0030% |
Tier Three |
Over $175 billion |
0.0020% |
Annual Minimums: |
|
$20,000 per Fund |
|
Fiscal
Year Ended | ||
Fund |
February 28, 2022 |
February 28, 2023 |
February 29, 2024 |
Core Bond Trust |
$53 |
$52 |
$54 |
All Funds except Money Market Funds: |
|
|
Tier One |
Up to $100 billion |
0.00375% | ||
Tier Two |
$100 billion to $175 billion |
0.0030% | ||
Tier Three |
$175 billion to $600 billion |
0.0020% | ||
Tier Four |
Over $600 billion |
0.0015% | ||
Annual Minimums: |
|
| ||
All Funds |
$20,000
per
Fund |
|
JPMorgan Chase & Co. |
Monthly |
30 days after month end |
Rockwell Automation Inc. |
Monthly |
30 days after month end |
Detroit Symphony Orchestra |
Monthly |
30 days after month end |
New England Pension Consultants |
Monthly |
30 days after month end |
Alan Biller |
Monthly |
30 days after month end |
BNY Mellon |
Monthly |
30 days after month end |
Timken Company |
Monthly |
30 days after month end |
University of Illinois |
Monthly |
10 days after month end |
Wayne State University |
Monthly |
10 days after month end |
Exelon Corporation |
Monthly |
10 days after month end |
Name of Fund |
Name and Address of Shareholder |
Percentage Held |
JPMORGAN CORE BOND TRUST | ||
INSTITUTIONAL SHARES |
JPMIM AS AGENT FOR* CONCORDIA RETIREMENT PLAN JPMIT CORE BOND TRUST ATTN CLIENT SERVICES 1111 POLARIS PKWY # OH1-0084 COLUMBUS OH 43240-2031 |
12.80% |
|
|
|
|
JPMIM AS AGENT FOR* UNIVERSITY OF WISCONSIN FOUNDATION ATTN CLIENT SERVICES 1111 POLARIS PKWY OH1-0084 COLUMBUS OH 43240-2031 |
11.11% |
|
|
|
|
JPMIM AS AGENT FOR* CARPENTERS HEALTH AND WELFARE TRUST FUND FOR CALIFORNIA ATTN CLIENT SERVICES 1111 POLARIS PKWY # OH1-0084 COLUMBUS OH 43240-2031 |
7.43% |
|
|
|
|
JPMIM AS AGENT FOR* NEBRASKA METHODIST HEALTH SYSTEM ATTN CLIENT SERVICES 1111 POLARIS PKWY OH1-0084 COLUMBUS OH 43240-2031 |
6.97% |
|
|
|
|
JPMIM AS AGENT FOR* THE LUTHERAN CHURCH - MISSOURI SYNOD FOUNDATION ATTN: CLIENT SERVICES 1111 POLARIS PKWY # OH1-0084 COLUMBUS OH 43240-2031 |
6.51% |
A-1 |
A short-term obligation rated ‘A-1’ is rated in the highest category by S&P Global
Ratings. The obligor’s capacity to meet its financial commitments on the obligation is
strong. Within this category, certain obligations are designated with a plus
sign (+). This indicates that the obligor’s capacity to meet its financial
commitments on these obligations is extremely strong. |
A-2 |
A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than obligations in higher rating
categories. However, the obligor’s capacity to meet its financial
commitments on the obligation is satisfactory. |
A-3 |
A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to weaken an
obligor’s capacity to meet its financial commitments on the
obligation. |
B |
A short-term obligation rated ‘B' is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial
commitments; however, it faces major ongoing uncertainties that could lead to the
obligor's inadequate capacity to meet its financial commitments.
|
C |
A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is
dependent upon favorable business, financial, and economic conditions for the obligor
to meet its financial commitments on the obligation. |
D |
A short-term obligation rated ‘D’ is in default or in breach of an imputed promise. For
non-hybrid capital instruments, the ‘D’ rating category is used when payments on
an obligation are not made on the date due, unless S&P Global Ratings
believes that such payments will be made within any stated grace period.
However, any stated grace period longer than five business days will be treated
as five business days. The ‘D’ rating also will be used upon the
filing of a bankruptcy petition or the taking of a similar action and where
default on an obligation is a virtual certainty, for example due to automatic stay
provisions. A rating on an obligation is lowered to ‘D’ if it is subject to a
distressed debt restructuring. |
F1 |
HIGHEST SHORT-TERM CREDIT QUALITY. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to
denote any exceptionally strong credit feature. |
F2 |
GOOD SHORT-TERM CREDIT QUALITY. Good intrinsic capacity for timely payment of financial commitments. |
F3 |
FAIR SHORT-TERM CREDIT QUALITY. The intrinsic capacity for timely payment of financial commitments is adequate. |
B |
SPECULATIVE SHORT-TERM CREDIT QUALITY. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions. |
C |
HIGH SHORT-TERM DEFAULT RISK. Default is a real possibility. |
RD |
RESTRICTED DEFAULT. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only. |
D |
DEFAULT. Indicates a broad-based default event for an entity, or the default of a short-
term obligation. |
P-1 |
Ratings of Prime-1 reflect a superior ability to repay short-term debt obligations. |
P-2 |
Ratings of Prime-2 reflect a strong ability to repay short-term debt obligations. |
P-3 |
Ratings of Prime-3 reflect an acceptable ability to repay short-term obligations. |
NP |
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime
rating categories. |
R-1 (high) |
Highest credit quality. The capacity for the payment of short-term financial obligations
as they fall due is exceptionally high. Unlikely to be adversely affected by future
events. |
R-1 (middle) |
Superior credit quality. The capacity for the payment of short-term financial obligations
as they fall due is very high. Differs from R-1 (high) by a relatively modest degree.
Unlikely to be significantly vulnerable to future events. |
R-1 (low) |
Good credit quality. The capacity for the payment of short-term financial obligations as
they fall due is substantial. Overall strength is not as favorable as higher rating
categories. May be vulnerable to future events, but qualifying negative factors
are considered manageable. |
R-2 (high) |
Upper end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events. |
R-2 (middle) |
Adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events or may be
exposed to other factors that could reduce credit quality. |
R-2 (low) |
Lower end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events.
A number of challenges are present that could affect the issuer’s ability to meet such
obligations. |
R-3 |
Lowest end of adequate credit quality. There is a capacity for the payment of short-term
financial obligations as they fall due. May be vulnerable to future events and the
certainty of meeting such obligations could be impacted by a variety of
developments. |
R-4 |
Speculative credit quality. The capacity for the payment of short-term financial obligations as they fall due is uncertain. |
R-5 |
Highly speculative credit quality. There is a high level of uncertainty as to the capacity
to meet short-term financial obligations as they fall due. |
D |
When the issuer has filed under any applicable bankruptcy, insolvency or winding up statute or there is a failure to satisfy an obligation after the exhaustion of grace periods,
a downgrade to D may occur. DBRS Morningstar may also use SD (Selective Default)
in cases where only some securities are impacted, such as the case of a “distressed
exchange.” |
AAA |
An obligation rated ‘AAA’ has the highest rating assigned by S&P Global Ratings. The
obligor’s capacity to meet its financial commitments on the obligation is extremely
strong. |
AA |
An obligation rated ‘AA’ differs from the highest-rated obligations only to a small
degree. The obligor’s capacity to meet its financial commitments on the obligation is
very strong. |
A |
An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than obligations in higher-rated categories.
However, the obligor’s capacity to meet its financial commitments on the
obligation is still strong. |
BBB |
An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse
economic conditions or changing circumstances are more likely to weaken the obligor’s
capacity to meet its financial commitments on the obligation.
|
BB,B,CCC,CC and C |
Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant
speculative characteristics. ‘BB’ indicates the least degree of speculation and
‘C’ the highest. While such obligations will likely have some
quality and protective characteristics, these may be outweighed by large
uncertainties or major exposure to adverse conditions. |
BB |
An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues.
However, it faces major ongoing uncertainties or exposure to adverse business,
financial, or economic conditions that could lead to the obligor’s inadequate capacity
to meet its financial commitments on the obligation. |
B |
An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’,
but the obligor currently has the capacity to meet its financial commitments on the
obligation. Adverse business, financial, or economic conditions will likely
impair the obligor’s capacity or willingness to meet its financial
commitments on the obligation. |
CCC |
An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent
upon favorable business, financial, and economic conditions for the obligor to meet its
financial commitments on the obligation. In the event of adverse business,
financial, or economic conditions, the obligor is not likely to have the
capacity to meet its financial commitments on the obligation.
|
CC |
An obligation rated ‘CC’ is currently highly vulnerable to nonpayment. The ‘CC’ rating
is used when a default has not yet occurred but S&P Global Ratings expects default to
be a virtual certainty, regardless of the anticipated time to
default. |
C |
An obligation rated ‘C’ is currently highly vulnerable to nonpayment, and the obligation
is expected to have lower relative seniority or lower ultimate recovery compared with
obligations that are rated higher. |
D |
An obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid
capital instruments, the ‘D’ rating category is used when payments on an
obligation are not made on the date due, unless S&P Global Ratings believes
that such payments will be made within five business days in the absence of a
stated grace period or within the earlier of the stated grace period or 30
calendar days. The ‘D’ rating also will be used upon the filing of a
bankruptcy petition or the taking of similar action and where default on an
obligation is a virtual certainty, for example due to automatic stay provisions. A
rating on an obligation is lowered to ‘D’ if it is subject to a distressed debt
restructuring. |
AAA |
HIGHEST CREDIT QUALITY. ‘AAA’ ratings denote the lowest expectation of default
risk. They are assigned only in cases of exceptionally strong capacity for payment of
financial commitments. This capacity is highly unlikely to be adversely affected
by foreseeable events. |
AA |
VERY HIGH CREDIT QUALITY. ‘AA’ ratings denote expectations of very low default
risk. They indicate very strong capacity for payment of financial commitments. This
capacity is not significantly vulnerable to foreseeable events.
|
A |
HIGH CREDIT QUALITY. ‘A’ ratings denote expectations of low default risk. The
capacity for payment of financial commitments is considered strong. This capacity may,
nevertheless, be more vulnerable to adverse business or economic conditions than
is the case for higher ratings. |
BBB |
GOOD CREDIT QUALITY. ‘BBB’ ratings indicate that expectations of default risk are
currently low. The capacity for payment of financial commitments is considered
adequate, but adverse business or economic conditions are more likely to impair this
capacity. |
BB |
SPECULATIVE. ‘BB’ ratings indicate an elevated vulnerability to default risk,
particularly in the event of adverse changes in business or economic conditions over
time; however, business or financial flexibility exists that supports the
servicing of financial commitments. |
B |
HIGHLY SPECULATIVE. ‘B’ ratings indicate that material default risk is present, but a
limited margin of safety remains. Financial commitments are currently being met;
however, capacity for continued payment is vulnerable to deterioration in the business
and economic environment. |
CCC |
SUBSTANTIAL CREDIT RISK. Default is a real possibility. |
CC |
VERY HIGH LEVELS OF CREDIT RISK. Default of some kind appears probable. |
C |
NEAR DEFAULT. A default or default-like process has begun, or the issuer is in standstill, or for a closed funding vehicle, payment capacity is irrevocably impaired.
Conditions that are indicative of a ‘C’ category rating for an issuer
include: |
|
●the issuer has entered into a grace or cure period following
non-payment of a material financial obligation;
●the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; ●the formal announcement by the issuer or their agent of a
distressed debt exchange; ●a closed financing vehicle where payment capacity is irrevocably impaired such that it is not expected to pay interest and/or principal in full during the life of the transaction, but where no payment default is imminent. |
RD |
RESTRICTED DEFAULT. ‘RD’ ratings indicate an issuer that in Fitch’s opinion has
experienced: |
|
●an uncured payment default or distressed debt exchange on a
bond, loan or other material financial obligation, but
●has not entered into bankruptcy filings, administration, receivership, liquidation or
other formal winding-up procedure, and
●has not otherwise ceased operating. This would include: ●the selective payment default on a specific class or currency
of debt; ●the uncured expiry of any applicable grace period, cure period or default forbearance
period following a payment default on a bank loan, capital markets security or other
material financial obligation;
●the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; ordinary execution of a distressed debt exchange on one or more material financial obligations. |
D |
DEFAULT. ‘D’ ratings indicate an issuer that in Fitch Ratings’ opinion has entered
into bankruptcy filings, administration, receivership, liquidation or other formal
winding-up procedure or that has otherwise ceased business. |
Aaa |
Obligations rated Aaa are judged to be of the highest quality, with minimal risk. |
Aa |
Obligations rated Aa are judged to be of high quality and are subject to very low credit
risk. |
A |
Obligations rated A are judged to be upper-medium-grade and are subject to low credit risk. |
Baa |
Obligations rated Baa are subject to moderate credit risk. They are considered medium- grade and as such may possess certain speculative characteristics. |
Ba |
Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk. |
B |
Obligations rated B are considered speculative and are subject to high credit risk. |
Caa |
Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk. |
Ca |
Obligations rated Ca are highly speculative and are likely in, or very near, default, with
some prospect of recovery in principal and interest. |
C |
Obligations rated C are the lowest-rated class of bonds and are typically in default, with
little prospect for recovery of principal or interest. |
AAA |
Highest credit quality. The capacity for the payment of financial obligations is exceptionally high and unlikely to be adversely affected by future events. |
AA |
Superior credit quality. The capacity for the payment of financial obligations is considered high. Credit quality differs from AAA only to a small degree. Unlikely to be
significantly vulnerable to future events. |
A |
Good credit quality. The capacity for the payment of financial obligations is substantial,
but of lesser credit quality than AA. May be vulnerable to future events, but qualifying
negative factors are considered manageable. |
BBB |
Adequate credit quality. The capacity for the payment of financial obligations is considered acceptable. May be vulnerable to future events. |
BB |
Speculative, non-investment grade credit quality. The capacity for the payment of financial obligations is uncertain. Vulnerable to future events. |
B |
Highly speculative credit quality. There is a high level of uncertainty as to the capacity
to meet financial obligations. |
CCC/CC/C |
Very highly speculative credit quality. In danger of defaulting on financial obligations.
There is little difference between these three categories, although CC and C ratings are
normally applied to obligations that are seen as highly likely to default, or
subordinated to obligations rated in the CCC to B range. Obligations in respect
of which default has not technically taken place but is considered inevitable
may be rated in the C category. |
D |
When the issuer has filed under any applicable bankruptcy, insolvency or winding up statute or there is a failure to satisfy an obligation after the exhaustion of grace periods,
a downgrade to D may occur. DBRS Morningstar may also use SD (Selective Default)
in cases where only some securities are impacted, such as the case of a “distressed
exchange.” |
AAA |
An insurer rated ‘AAA’ has extremely strong financial security characteristics. ‘AAA’ is
the highest insurer financial strength rating assigned by S&P Global Ratings.
|
AA |
An insurer rated ‘AA’ has very strong financial security characteristics, differing only
slightly from those rated higher. |
A |
An insurer rated ‘A’ has strong financial security characteristics, but is somewhat more
likely to be affected by adverse business conditions than are insurers with higher
ratings. |
BBB |
An insurer rated ‘BBB’ has good financial security characteristics, but is more likely to
be affected by adverse business conditions than are higher-rated insurers. |
BB, B, CCC, and CC |
An insurer rated ‘BB’ or lower is regarded as having vulnerable characteristics that may
outweigh its strengths, ‘BB’ indicates the least degree of vulnerability within
the range and ‘CC’ the highest. |
BB |
An insurer rated ‘BB’ has marginal financial security characteristics. Positive attributes
exist, but adverse business conditions could lead to insufficient ability to meet financial
commitments. |
B |
An insurer rated ‘B’ has weak financial security characteristics. Adverse business
conditions will likely impair its ability to meet financial commitments. |
CCC |
An insurer rated ‘CCC’ has very weak financial security characteristics, and is
dependent on favorable business conditions to meet financial commitments. |
CC |
An insurer rated ‘CC’ has extremely weak financial security characteristics and is likely
not to meet some of its financial commitments. |
SD and D |
An insurer rated ‘SD’ (selective default) or ‘D’ is in default on one or more of its
insurance policy obligations.
The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the
taking of similar action if payments on a policy obligation are at risk. A
‘D’ rating is assigned when S&P Global Ratings believes that the
default will be a general default and that the obligor will fail to pay
substantially all of its obligations in full in accordance with the policy
terms. An ‘SD’ rating is assigned when S&P Global Ratings
believes that the insurer has selectively defaulted on a specific class of
policies but it will continue to meet its payment obligations on other classes
of obligations. An ‘SD’ includes the completion of a distressed debt
restructuring. Claim denials due to lack of coverage or other legally permitted
defenses are not considered defaults. |
AAA |
EXCEPTIONALLY STRONG. ‘AAA’ IFS Ratings denote the lowest expectation of ceased or interrupted payments. They are assigned only in the case of exceptionally strong capacity to meet policyholder and contract obligations. This capacity is highly
unlikely to be adversely affected by foreseeable events. |
AA |
VERY STRONG. ‘AA’ IFS Ratings denote a very low expectation of ceased or interrupted payments. They indicate very strong capacity to meet policyholder and contract obligations. This capacity is not significantly vulnerable to foreseeable events. |
A |
STRONG. ‘A’ IFS Ratings denote a low expectation of ceased or interrupted payments.
They indicate strong capacity to meet policyholder and contract obligations. This
capacity may, nonetheless, be more vulnerable to changes in circumstances or in
economic conditions than is the case for higher ratings. |
BBB |
GOOD. ‘BBB’ IFS Ratings indicate that there is currently a low expectation of ceased
or interrupted payments. The capacity to meet policyholder and contract obligations on
a timely basis is considered adequate, but adverse changes in circumstances and
economic conditions are more likely to impact this capacity. |
BB |
MODERATELY WEAK. ‘BB’ IFS Ratings indicate that there is an elevated vulnerability to ceased or interrupted payments, particularly as the result of adverse
economic or market changes over time. However, business or financial alternatives may
be available to allow for policyholder and contract obligations to be met in a
timely manner. |
B |
WEAK. ‘B’ IFS Ratings indicate two possible conditions. If obligations are still being
met on a timely basis, there is significant risk that ceased or interrupted payments could
occur in the future, but a limited margin of safety remains. Capacity for
continued timely payments is contingent upon a sustained, favorable business and
economic environment, and favorable market conditions. Alternatively, a
‘B’ IFS Rating is assigned to obligations that have experienced
ceased or interrupted payments, but with the potential for extremely high
recoveries. Such obligations would possess a recovery assessment of
‘RR1’ (Outstanding). |
CCC |
VERY WEAK. ‘CCC’ IFS Ratings indicate two possible conditions. If obligations are
still being met on a timely basis, there is a real possibility that ceased or interrupted
payments could occur in the future. Capacity for continued timely payments is
solely reliant upon a sustained, favorable business and economic environment,
and favorable market conditions. Alternatively, a ‘CCC’ IFS Rating
is assigned to obligations that have experienced ceased or interrupted payments,
and with the potential for average to superior recoveries. Such obligations
would possess a recovery assessment of ‘RR2’ (Superior),
‘RR3’ (Good), and ‘RR4’ (Average). |
CC |
EXTREMELY WEAK. ‘CC’ IFS Ratings indicate two possible conditions. If obligations are still being met on a timely basis, it is probable that ceased or interrupted
payments will occur in the future. Alternatively, a ‘CC’ IFS Rating is assigned to
obligations that have experienced ceased or interrupted payments, with the
potential for average to below-average recoveries. Such obligations would
possess a recovery assessment of ‘RR4’ (Average) or
‘RR5’ (Below Average). |
C |
DISTRESSED. ‘C’ IFS Ratings indicate two possible conditions. If obligations are still
being met on a timely basis, ceased or interrupted payments are imminent. Alternatively,
a ‘C’ IFS Rating is assigned to obligations that have experienced
ceased or interrupted payments, and with the potential for below average to poor
recoveries. Such obligations would possess a recovery assessment of
‘RR5’ (Below Average) or ‘RR6’ (Poor). |
F1 |
Insurers are viewed as having a strong capacity to meet their near-term obligations. When an insurer rated in this rating category is designated with a (+) sign, it is viewed
as having a very strong capacity to meet near-term obligations. |
F2 |
Insurers are viewed as having a good capacity to meet their near-term obligations. |
F3 |
Insurers are viewed as having an adequate capacity to meet their near-term obligations. |
B |
Insurers are viewed as having a weak capacity to meet their near-term obligations. |
C |
Insurers are viewed as having a very weak capacity to meet their near-term obligations. |
RR1 |
OUTSTANDING RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR1’ rated securities have characteristics consistent with securities historically recovering 91%–100% of
current principal and related interest. |
RR2 |
SUPERIOR RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR2’ rated securities have characteristics consistent with securities historically recovering 71%–90% of current
principal and related interest. |
RR3 |
GOOD RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR3’ rated securities have characteristics consistent with securities historically recovering 51%–70% of current
principal and related interest. |
RR4 |
AVERAGE RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR4’ rated securities have characteristics consistent with securities historically recovering 31%–50% of current
principal and related interest. |
RR5 |
BELOW AVERAGE RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR5’ rated securities have characteristics consistent with securities historically recovering 11%–
30% of current principal and related interest. |
RR6 |
POOR RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR6’ rated securities have characteristics consistent with securities historically recovering 0%–10% of current
principal and related interest. |
Aaa |
Insurance companies rated Aaa are judged to be of the highest quality, subject to the
lowest level of credit risk. |
Aa |
Insurance companies rated Aa are judged to be of high quality and are subject to very low credit risk. |
A |
Insurance companies rated A are judged to be upper-medium grade and are subject to low credit risk. |
Baa |
Insurance companies rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. |
Ba |
Insurance companies rated Ba are judged to be speculative and are subject to substantial
credit risk. |
B |
Insurance companies rated B are considered speculative and are subject to high credit risk. |
Caa |
Insurance companies rated Caa are judged to be speculative of poor standing and are subject to very high credit risk. |
Ca |
Insurance companies rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest. |
C |
Insurance companies rated C are the lowest rated and are typically in default, with little
prospect for recovery of principal or interest. |
P-1 |
Ratings of Prime-1 reflect a superior ability to repay short-term debt obligations. |
P-2 |
Ratings of Prime-2 reflect a strong ability to repay short-term debt obligations. |
P-3 |
Ratings of Prime-3 reflect an acceptable ability to repay short-term obligations. |
P-4 |
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime
rating categories. |
SP-1 |
Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation. |
SP-2 |
Satisfactory capacity to pay principal and interest, with some vulnerability to adverse
financial and economic changes over the term of the notes. |
SP-3 |
Speculative capacity to pay principal and interest. |
D |
‘D’ is assigned upon failure to pay the note when due, completion of a distressed
debt restructuring, or the filing of a bankruptcy petition or the taking of
similar action and where default on an obligation is a virtual certainty, for
example, due to automatic stay provisions. |
MIG 1 |
This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support or demonstrated broad-based access to the market for refinancing. |
MIG 2 |
This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group. |
MIG 3 |
This designation denotes acceptable credit quality. Liquidity and cash-flow protection
may be narrow, and market access for refinancing is likely to be less
well-established. |
SG |
This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection. |
VMIG 1 |
This designation denotes superior credit quality. Excellent protection is afforded by the
superior short-term credit strength of the liquidity provider and structural and legal
protections that ensure the timely payment of purchase price upon
demand. |
VMIG 2 |
This designation denotes strong credit quality. Good protection is afforded by the strong
short-term credit strength of the liquidity provider and structural and legal protections
that ensure the timely payment of purchase price upon demand.
|
VMIG 3 |
This designation denotes acceptable credit quality. Adequate protection is afforded by
the satisfactory short-term credit strength of the liquidity provider and structural and
legal protections that ensure the timely payment of purchase price upon
demand. |
SG |
This designation denotes speculative-grade credit quality. Demand features rated in this
category may be supported by a liquidity provider that does not have a sufficiently
strong short-term rating or may lack the structural or legal protections
necessary to ensure the timely payment of purchase price upon
demand. |
Pfd-1 |
Preferred shares rated Pfd-1 are generally of superior credit quality, and are supported
by entities with strong earnings and balance sheet characteristics. Pfd-1 ratings
generally correspond with issuers with a AAA or AA category reference
point1.
|
Pfd-2 |
Preferred shares rated Pfd-2 are generally of good credit quality. Protection of dividends
and principal is still substantial, but earnings, the balance sheet and coverage ratios are
not as strong as Pfd-1 rated companies. Generally, Pfd-2 ratings correspond with
issuers with an A category or higher reference point. |
Pfd-3 |
Preferred shares rated Pfd-3 are generally of adequate credit quality. While protection of
dividends and principal is still considered acceptable, the issuing entity is more
susceptible to adverse changes in financial and economic conditions, and there
may be other adverse conditions present which detract from debt protection.
Pfd-3 ratings generally correspond with issuers with a BBB category or higher
reference point. |
Pfd-4 |
Preferred shares rated Pfd-4 are generally speculative, where the degree of protection
afforded to dividends and principal is uncertain, particularly during periods of economic
adversity. Issuers with preferred shares rated Pfd-4 generally correspond with
issuers with a BB category or higher reference point. |
Pfd-5 |
Preferred shares rated Pfd-5 are generally highly speculative and the ability of the entity
to maintain timely dividend and principal payments in the future is highly uncertain.
Entities with a Pfd-5 rating generally correspond with issuers with a B category
or higher reference point. Preferred shares rated Pfd-5 often have
characteristics that, if not remedied, may lead to default. |
D |
When the issuer has filed under any applicable bankruptcy, insolvency or winding up or
the issuer is in default per the legal documents, a downgrade to D may occur. Because
preferred share dividends are only payable when approved, the non-payment of a
preferred share dividend does not necessarily result in a D. DBRS Morningstar
may also use SD (Selective Default) in cases where only some securities are
impacted, such as the case of a “distressed exchange”. See the
Default Definition document posted on the website for more
information. |
(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)(1) |
|
(q)(2) |
|
(q)(3) |
JPMorgan Institutional Trust | |
By: |
Brian S. Shlissel* |
|
Name: Brian S. Shlissel |
|
Title: President and Principal Executive Officer |
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 |
(g)(1)(c) |
Form of Amended Schedule A to the Amended and Restated Global Custody and Fund Accounting Agreement (as of
February 8, 2024). |
(g)(2)(b) |
Form of Amendment to Third Party Securities Lending Rider (as of February 8, 2024). |
(h)(1)(b) |
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. |
(h)(1)(d) |
Form of Amendment to Schedule A of the Amended and Restated Transfer Agency Agreement between the Trust and
SS&C GIDS, Inc. (successor in interest to DST Asset Manager Solutions, Inc.) as of
February 8, 2024. |
(h)(4)(d) |
Form of Amendment to the Global Securities Lending Agency Agreement (as of February 8, 2024). |
(h)(5) |
Fee Waiver Agreement, dated June 28, 2024.
|
(p)(2) |
Code of Ethics of JPMAM, including JPMIM.
|
(q)(1) |
Powers of Attorney for the Trustees.
|
(q)(2) |
Power of Attorney for Brian S. Shlissel.
|
(q)(3) |
Power of Attorney for Timothy J. Clemens. |
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 [ ] (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: |
| |
Name: | ||
Title: |
JPMORGAN CHASE BANK, N.A.
By: |
| |
Name: | ||
Title: |
Schedule A
List of Entities Covered by the Global Custody and Fund Accounting Agreement
as Approved by the Board on February 8, 2024
JPMorgan Institutional Trust
JPMorgan Intermediate Bond Trust(liquidated on January 31, 2024)
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 Fund1
JPMorgan Access Growth Fund2
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 May 15, 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 Fund2
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 Fund(liquidated on December 18, 2023)
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 April 24, 2024. |
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
This Schedule A supersedes and replaces any previously executed Schedule A between the parties.
* * * * * *
JPMorgan Trust I JPMorgan Trust II Undiscovered Managers Funds J.P. Morgan Fleming Mutual Fund Group, Inc. J.P. Morgan Mutual Fund Investment Trust JPMorgan Institutional Trust JPMorgan Trust IV | ||
By: | /s/ | |
Name: |
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Title: |
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Date: |
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JPMorgan Chase Bank, N.A. | ||
By: | /s/ | |
Name: |
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Title: |
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Date: |
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AMENDMENT TO
THIRD PARTY SECURITIES LENDING RIDER
THIS AMENDMENT entered into on [ ] as approved by the Board on February 8, 2024 (the Amendment) hereby amends the Third Party Securities Lending Rider, dated October 4, 2018, as previously amended 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), on behalf of each series listed on Schedule A thereto severally and not jointly (each, a Lender), JPMorgan Chase Bank, N.A. (J.P. Morgan), and Citibank, N.A. (Agent), as amended (the Rider).
WITNESSETH:
WHEREAS, the parties entered into the Rider pursuant to which J.P. Morgan was appointed to provide certain Services described therein;
WHEREAS, the parties desire to amend Schedule A to the Rider as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby agree as follows:
1. Definitions. Unless otherwise defined herein, defined terms used in this Amendment shall have the meaning ascribed to such terms in the Rider.
2. Amendments.
i. The Rider shall be amended as follows:
(A) Schedule A to the Rider is hereby deleted in its entirety and replaced with Schedule A attached hereto.
(B) Save as modified by this Amendment, the Rider is confirmed and shall remain in full force and effect.
3. Representations. Each party represents to the other parties that all representations contained in the Rider 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 Rider and any documents referred to in each of them, constitutes the whole agreement between the parties relating to their subject matter and supersedes and extinguishes 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 Rider then, to the extent of any such inconsistency or conflict, the provisions of this Amendment shall prevail as between the parties. Each reference to the Rider shall hereafter be construed as a reference to the Rider as previously amended and further amended by this Amendment. Except as provided in this Amendment, the provisions of the Rider 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.
5. Counterparts. This Amendment may be executed in any number of counterparts which together shall constitute one agreement. Each party hereto may enter into this Amendment by executing a counterpart and this Amendment shall not take effect until it has been executed by all parties.
6. Law and Jurisdiction. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.
JPMorgan Chase Bank, N.A. | 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: |
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By: |
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Name: | Name: | |||||||
Title: | Title: |
Citibank, N.A., as Agent | ||
By: |
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Name: | ||
Title: |
SCHEDULE A
List of Lenders & 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 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 Fund1 | [REDACTED] | ||
JPMorgan Trust I | JPMorgan SmartRetirement Income Fund | [REDACTED] | ||
JPMorgan Trust I | JPMorgan SmartRetirement 2020 Fund | [REDACTED] | ||
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] |
1 | To liquidate on or about April 24, 2024. |
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 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] | ||
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] |
Amendment to
Amended and Restated Transfer Agency Agreement
This amendment made on this [ ] day of [ ], 2024, to be effective February 8, 2024 (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 February 8, 2024
JPMorgan Institutional Trust Delaware Statutory 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 Trust I Delaware Statutory Trust
JPMorgan 100% U.S. Treasury Securities Money Market Fund
JPMorgan Access Balanced Fund1
JPMorgan Access Growth Fund2
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 Fund2
1 | To liquidate on or about May 15, 2024. |
2 | To liquidate on or about April 24, 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 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
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: |
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By: |
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Name: |
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Name: |
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Title: |
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Title: |
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Amendment to
Amended and Restated Transfer Agency Agreement
This amendment made on this [ ] day of [ ], 2024, to be effective February 8, 2024 (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 February 8, 2024
JPMorgan Institutional Trust Delaware Statutory 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 Trust I Delaware Statutory Trust
JPMorgan 100% U.S. Treasury Securities Money Market Fund
JPMorgan Access Balanced Fund1
JPMorgan Access Growth Fund2
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 Fund2
1 | To liquidate on or about May 15, 2024. |
2 | To liquidate on or about April 24, 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 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
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 |
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SS&C GIDS, Inc. | ||||||
By: |
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By: |
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Name: |
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Name: |
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Title: |
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Title: |
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AMENDMENT
TO THE AGENCY AGREEMENT
THIS AMENDMENT entered into on [ ] as approved by the Board on February 8, 2024 (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 Trusts 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: |
|
By: |
| |||
Name: | Name: | |||||
Title: | Title: |
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 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 Fund1 | [REDACTED] | ||
JPMorgan Trust I | JPMorgan SmartRetirement Income Fund | [REDACTED] | ||
JPMorgan Trust I | JPMorgan SmartRetirement 2020 Fund | [REDACTED] | ||
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] |
1 | To liquidate on or about April 24, 2024. |
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 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] | ||
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] |
June 28, 2024
JPMorgan Institutional Trust
277 Park Avenue
New York, NY 10172
Dear Sirs:
J.P. Morgan Investment Management Inc. (JPMIM) hereby agrees to waive fees owed to JPMIM or to reimburse the Fund listed on Schedule A for the time periods so indicated. JPMIM will waive fees or reimburse expenses to the extent total operating expenses exceed the rate of average daily net assets also indicated on Schedule A. This expense limitation does not include acquired fund fees and expenses, dividend and interest1 expenses on securities sold short, interest, taxes, placement related expenses (if any), expenses related to Trustee elections, expenses related to litigation and potential litigation, and extraordinary expenses not incurred in the ordinary course of the Funds business. In addition, the Fund may invest in one or more money market funds advised by JPMIM or its affiliates (affiliated money market funds). JPMIM hereby contractually agrees to waive fees and/or reimburse expenses in an amount sufficient to offset the respective net fees for advisory, administration and/or shareholder services that JPMIM and/or its affiliates collect from the affiliated money market funds on the Funds investment in such money market funds. This waiver does not apply to the Funds investments in affiliated money market funds made with cash received as collateral from securities lending borrowers.
The JPMorgan Service Providers understand and intend that the Fund will rely on this agreement in preparing and filings their registration statements on Form N-1A and in accruing the Funds expenses for purposes of calculating net asset value and for other purposes, and expressly permit the Fund to do so.
Please acknowledge acceptance on the enclosed copy of this letter.
Very truly yours, | ||
J.P. Morgan Investment Management Inc. | ||
By: | /s/ Brian S. Shlissel | |
Managing Director | ||
Accepted By: | ||
JPMorgan Institutional Trust | ||
By: | /s/ Timothy J. Clemens | |
Treasurer |
1 | In calculating the interest expense on short sales for purposes of this exclusion, the Fund will recognize all economic elements of interest costs, including premium and discount adjustments. |
SCHEDULE A
Fund Name |
Fiscal Year End |
Expense Cap | ||||
JPMorgan Core Bond Trust1 |
Last day of February | 0.15 | % |
Code of Ethics for JPMAM
Last Revision Date: April 26, 2023
Last Review Date: April 26, 2023
Effective Date: April 26, 2023
TABLE OF CONTENTS
1. Summary |
3 | |
2. Amendments to Previous Version Distributed April 26, 2023 |
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 |
7 | |
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 Gifts & Entertainment |
8 | |
9.4 Political Contributions and Activities |
10 | |
9.5 Charitable Contributions |
10 | |
9.6 Outside Interests |
11 | |
10. Training |
11 | |
11. Escalation Guidelines |
11 | |
11.1 Violation Prior to Material Violation |
11 | |
11.2 Material Violations |
12 | |
12. Defined Terms |
12 |
2 |
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1. | Summary |
This Code of Ethics for JPMorgan Asset Management (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. In addition to the Code, J.P. Morgan Chase & Co. (JPMC) has a firmwide Code of Conduct that applies to all employees globally, including all JPMAM employees. In the event that a difference exists between any of the standards identified in the JPMC Code of Conduct and the Code, the more restrictive provision shall apply.
JPMAM hereby adopts the message from Jamie Dimon that was included in the JPMC Code of Conduct as it embodies JPMAMs ethical standards:
JPMorgan Chase is deeply committed to being straightforward, accountable and honest in all of our business dealings at all times.
The Code of Conduct represents our shared obligation to operate with the highest level of integrity and ethical conduct. We do the right thing even when its not easy. We have zero tolerance for unethical behavior, and we abide by the letter and spirit of the laws and regulations everywhere we do business. Personal accountability and ownership are priorities at our firm.
Our Code of Conduct and firm policies are designed to encourage honest business relationships, enabling us to continually build on our proud heritage. That is why its important to speak up when you see something that doesnt seem right.
We all must do our part to preserve the values that have made JPMorgan Chase the respected company it is today. If you see or suspect illegal or unethical conduct, report it immediately.
Remember, your actions matter.
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) or any other person who provides investment advice on JPMAMs behalf and is subject to JPMAMs supervision or control.
Supervised Persons must comply with applicable Federal Securities Laws1 and promptly report any known or suspected violations of the Code promptly to the Compliance Department or Code of Conduct Reporting Hotline, which shall report any such violation promptly to the Chief Compliance Officer (CCO) of the applicable legal entity, 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 to notify 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.
1 | And/or any other applicable non-US securities laws governing their jurisdiction. |
3 |
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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 Laws.
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 advisers fiduciary obligations and those of its Supervised Persons.
2. | Amendments to Previous Version Distributed April 26, 2023 |
Removed Section 9.3: Reporting Procedures for Value Added Investors, including the definition of this term in Section 12.
3. | Scope |
This Code applies to all Supervised Persons of JPMAM.
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 a Covered Account in which any Reportable Securities are held for the Access Persons direct or indirect benefit as well as all pertinent Covered Account details (e.g., account title, account number.).
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 |
4 |
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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.
2) | Annual Report |
Must be submitted at least once each 12-month period. Thereafter on or before 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 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; |
5 |
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c) | Transaction Reports are not required for accounts maintained at Approved or Preferred Brokers or for accounts which are approved for statement tracking |
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. JPMAMs 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.
JPMC Transactions: Preclearance is no longer required for JPMC Securities (common stock, bonds, restricted stock units and employee stock options), except for Window List personnel, who are employees that are in possession, or have the potential to come into possession through the nature of their job duties, with material non-public information (MNPI) on JPMC.
5.1 | Approved Broker Requirement |
All self-directed Associated Accounts must be maintained with a JPMC Approved Broker.
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 firms 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 conflict of interest.
These Blackout Periods apply 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. For Reportable Funds, only named Portfolio Managers of such funds are subject to a minimum holding period.
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.
6 |
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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 firms 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.
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 employees group head and senior management. Violations will be reported quarterly to the affected Funds Board of Directors.
Violations by Supervised Persons of the Code, the JPMC Code of Conduct or any laws or regulations that relate to JPMAMs 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 licensing 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 Compliance action taken as a result of that violation; |
c) | A record of all written acknowledgments of the violation for each person who is currently, or was within the past five years 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 were within the past five years 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 5. 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 firms operations (and investments where the firm is deemed to have control), which laws include 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 MNPI.
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 | Gifts & Business Hospitality |
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 business 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.
Gifts and business hospitality 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 business hospitality, 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.
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Anything of Value AOV provided to U.S. (federal, state and local) and non-U.S.) government officials must be pre-cleared by Global Anti-Corruption Compliance to ensure that they comply with jurisdictional restrictions.
Gifts
Supervised Persons are only permitted to give gifts valued up to 100 USD, in the individual and the aggregate, 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. In addition, All gifts provided to U.S. federal, state and local government officials must be pre-cleared by Global Anti-Corruption Compliance to ensure that they comply with jurisdictional restrictions.
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 prohibited.
Business Hospitality
Business hospitality 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). Business hospitality is considered a prohibited gift unless both the employee and business contact are present and the employees participation is related to his or her position and duties within JPMAM. Spouses, family members and personal acquaintances should not participate in business hospitality activities unless such participation is customary under the circumstances.
Supervised Persons may act as a host for business hospitality to clients and prospects if such hospitality is: (1) business related; (2) is not prohibited by law; and (3) in an amount that is reasonable and customary. Frequent and/or lavish business hospitality is prohibited.
Supervised Persons are limited to accepting 250 USD in meals and business hospitality from a client or counterparty per calendar year, with limited exceptions. Once the 250 USD 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 LOB Compliance.
Supervised Persons must receive written pre-clearance from Compliance before providing any other type of Business Hospitality to an ERISA Fiduciary or Union Official. aside from meals that conform to the AWM Expense Procedure (e.g., golf, sporting events, cultural or social events, concerts, leisure activities, etc.)
Supervised Persons are required to log all business hospitality subject to reporting into Reliances Gift and Entertainment Module for approval or iComply in the case of Government Officials. Violations are subject to the Global Anti-Corruption Compliance Violation Framework or Market Conduct Violation Framework, as required.
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Supervised Persons travel and lodging expenses must be paid by JPMAM. Exceptions may be provided in very limited circumstances and require written pre- clearance from both an AMOC / AMCOC member and LOB Compliance.
Sponsorships and Events
Both the sponsorship of distributor events and JPMAM hosting educational events for financial advisors who sell our funds are subject to internal policy. Sponsorships and events may require review by LOB Compliance and regional governance committees or designees.
Sponsorships and events at (i) the request of or (ii) for the benefit of a federal, state and local government officials require pre-clearance from Global Anti-Corruption Compliance.
9.4 | Political Contributions and Activities |
In accordance with Advisers Act Rule 206(4)-5, AM-Affiliated 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, AM-Affiliated 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 and internal transfers 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 Global Anti-Corruption Violation Framework.
9.5 | Charitable Contributions |
Charitable contributions made on behalf of JPMC must adhere to the requirements of the Charitable Donations Standard Firmwide and the AWM Expense Procedures and be precleared with Compliance.
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9.6 | Outside Interests |
A Supervised Persons outside interests must not reflect adversely on the firm or give rise to a real or apparent conflict of interest with the Supervised Persons 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 interest 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 individuals 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 firms businesses. |
More specific guidelines are set forth under the JPMC Code of Conduct, Outside Interest Policy Firmwide, and Procedures for preclearance of Outside Interests are available on the Firmwide Policy & Standard Portal. Employees are reminded of their responsibility to obtain preclearance of their Outside Interests. 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 interest 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 or personal relationship that might present a conflict of interest or harm the reputation of the firm. Personal conflicts of interest can be disclosed through the access persons reporting process.
10. | Training |
Compliance provides in-person and/or online training to Supervised Persons on an ongoing basis. Compliance determines the training topics that will be covered during training sessions based on the work responsibilities of Supervised Persons, applicable regulatory requirements and risk assessments. Compliance may, from time to time, distribute Compliance Bulletins reinforcing or clarifying prior guidance, communicating new regulatory developments or the adoption or amendment of policies, procedures or controls.
11. | Escalation Guidelines |
JPMCs Compliance Violation Framework 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.
11.1 | Personal Account Dealing and Access Persons Violations |
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 that 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.
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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 Compliances Violations records. Additionally, HR is notified of all material violations and follows their established guidelines for disciplining the employee and recording such events in the employees 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 employees receipt of a material violation is considered when determining the employees annual compensation and eligibility for promotion.
12. | Defined Terms |
Access Persons | Access Persons of JPMAM include:
1) Employees of any of the Registered Investment Advisers within JPMAM.
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;
3) 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 Advisers, sometimes referred to as dual-hatted employees; or
4) 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. | |
AM-Affiliated Persons |
1) All employees of AM and members of the AM Operating Committee;
2) All employees aligned with or that support the AM business (i.e., AM Audit, AM
3) Legal, AM Compliance, AM Risk, AM Finance and AM Technology Operations);
4) All directors and officers of the U.S. registered investment advisors of JPMAM; and
5) The spouse, domestic partner or dependent child of AM-Affiliated Persons. | |
Connected Person | Individuals who, based on their relationship with a Supervised Person, are subject to provisions of this Policy including, but not limited to:
The Supervised Persons spouse, domestic partner or minor children (even if financially independent)
Anyone to whom the Supervised Person provides significant financial support or for which the Supervised Person, or anyone listed above, has or shares the power, directly or indirectly, to make investment decisions |
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Covered Account | Is an account in the name of or for the direct or indirect benefit of a Supervised Person or a Supervised Persons 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 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.
JPMorgan Funds Limited
JPMorgan Asset Management (Asia Pacific) Ltd.
Highbridge Capital Management, LLC
55I, LLC (55ip)
JPMorgan Alternatives Adviser, Inc.
JPMAM also includes the following foreign registered, but not SEC registered, adviser: | |
JPMorgan Asset Management (Canada) Inc. |
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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. | |
LOB Compliance | Line of Business Compliance | |
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 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 employees of JPMAM (or other person occupying a similar status or performing similar functions).
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 JPMAMs supervision and control;
4) All Access Persons |
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J.P. Morgan Exchange-Traded Fund Trust
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 IV
Undiscovered Managers Funds
(each, a Trust)
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints Brian S. Shlissel, Timothy J. Clemens, Frederick J. Cavaliere, Michael M. DAmbrosio, Jessica K. Ditullio, Elizabeth A. Davin, Gregory S. Samuels, Carmine Lekstutis, Zachary E. Vonnegut-Gabovitch, Anthony Geron, Matthew J. Beck, Kiesha T. Atwood-Smith and Max Vogel, 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-facts 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 and all amendments or supplements thereto or other instruments or documents in connection therewith, and withdrawals thereof, and to file the same, with any or 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 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/ Robert F. Deutsch |
/s/ Thomas P. Lemke | |||
Robert F. Deutsch Trustee |
Thomas P. Lemke Trustee | |||
/s/ John F. Finn |
/s/ Lawrence R. Maffia | |||
John F. Finn Trustee |
Lawrence R. Maffia Trustee | |||
/s/ Stephen P. Fisher |
/s/ Mary E. Martinez | |||
Stephen P. Fisher Trustee |
Mary E. Martinez Trustee | |||
/s/ Gary L. French |
/s/ Marilyn McCoy | |||
Gary L. French Trustee |
Marilyn McCoy Trustee | |||
/s/Kathleen M. Gallagher |
/s/ Robert A. Oden, Jr. | |||
Kathleen M. Gallagher Trustee |
Robert A. Oden, Jr. Trustee | |||
/s/ Robert J. Grassi |
/s/ Marian U. Pardo | |||
Robert J. Grassi Trustee |
Marian U. Pardo Trustee | |||
/s/ Frankie D. Hughes |
/s/ Nina O. Shenker | |||
Frankie D. Hughes Trustee |
Nina O. Shenker Trustee | |||
/s/ Raymond Kanner |
/s/ Emily A. Youssouf | |||
Raymond Kanner Trustee |
Emily A. Youssouf Trustee |
Dated: February 8, 2024
J.P. Morgan Exchange-Traded Fund Trust
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 IV
Undiscovered Managers Funds
(each, a Trust)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints Timothy J. Clemens, Elizabeth A. Davin, Jessica K. Ditullio, Carmine Lekstutis, Gregory S. Samuels, Zachary E. Vonnegut-Gabovitch, Anthony Geron, Matthew J. Beck, Kiesha T. Astwood-Smith, Max Vogel, Frederick J. Cavaliere and Michael M. DAmbrosio, and each of them, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such attorney-in-fact in such attorney-in-facts 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 Trusts, 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 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 might or could do in person in his capacity as an officer of the Trusts, 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.
/s/ Brian S. Shlissel |
||||
Brian S. Shlissel | Dated: February 8, 2024 |
J.P. Morgan Exchange-Traded Fund Trust
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 IV
Undiscovered Managers Funds
(each, a Trust)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints Brian S. Shlissel, Elizabeth A. Davin, Jessica K. Ditullio, Carmine Lekstutis, Gregory S. Samuels, Zachary E. Vonnegut-Gabovitch, Anthony Geron, Matthew J. Beck, Kiesha T. Astwood-Smith, Max Vogel, Frederick J. Cavaliere and Michael M. DAmbrosio, and each of them, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such attorney-in-fact in such attorney-in-facts 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 Trusts, 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 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 might or could do in person in his capacity as an officer of the Trusts, 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.
/s/ Timothy J. Clemens |
||||
Timothy J. Clemens | Dated: February 8, 2024 |
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