JOINT FIDELITY BOND AGREEMENT
AGREEMENT made effective this 17th day of December, 2008, by and among
each of the Registrants listed on Schedule A to this Agreement (each a
"Registrant") and collectively, the "Registrants") and each an "Insured"
and collectively, the ("Insureds").
WHEREAS, each Registrant is a management investment company
registered under the Investment Company Act of 1940, as amended (the
"1940 Act"; and
WHEREAS, pursuant to the requirements of Rule 17g-1 under the
1940 Act, each Registrant is required to maintain a fidelity bond
against larceny and embezzlement covering certain of its officers and
employees; and
WHEREAS, Rule 17g-1 provides that a registered management
investment company may obtain a joint insured bond covering itself and
other persons, as specified in Rule 17g-1(b) under the 1940 Act,
including other registered investment companies that are managed and/or
whose shares are distributed by the same entities (or affiliates of
such entities); and
WHEREAS, each series of the Registrants is managed by
subsidiaries or affiliates of JPMorgan Chase & Co. ("JPMorgan"); and
WHEREAS, the Insureds have entered into a Registered Management
Investment Company Bond issued by St. ▇▇▇▇ Fire and Marine Insurance
Company ("Bond"); and
WHEREAS, the Insureds desire to provide for: (1) the method by
which the amount of coverage provided under the Bond will be determined
from time to time; and (2) an equitable and proportionate allocation of
any proceeds received under the Bond in the event that one or more
Insureds suffer loss and consequently are entitled to recover under the
Bond;
NOW THEREFORE, it is hereby agreed among the parties hereto
as follows:
1. Amount of Coverage Maintained. The amount of fidelity
bond coverage under the Bond shall at all times be at least equal in
amount to the total amount of coverage which each Registrant would
have been required to provide and maintain individually pursuant to
the schedule set forth in paragraph (d) of Rule 17g-1 under the 1940
Act had each Registrant not been a named Insured under the Bond.
2. Allocation of Recovery. In the event recovery is
received under the Bond as a result of loss sustained by more than
one of the Insureds each such Registrant shall receive an equitable
and proportionate share of the recovery which shall be at least equal
to the amount which that Registrant would have received had it provided
and maintained a single insured bond with the minimum coverage required
by Rule 17g-1(d)(1).
3. Allocation of Premiums. No premium shall be paid by a
Registrant under the Bond unless that Registrant's Board of Trustees/
Directors, including majority of those Trustees/Directors who are not
"interested persons" of the Registrant as defined by Section 2(a)(19) of
the 1940 Act, shall approve the portion of the premium to be paid by that
Registrant. The premium payable on the Bond shall be allocated among the
Insureds as determined by the Registrant's Boards of Trustees/Directors.
4. Amendment. This Agreement may not be amended or modified
in any manner except by a written agreement executed by the parties.
5. Applicable Law. This Agreement shall be construed and
the provisions thereof interpreted under and in accordance with the laws
of the State of New York.
6. Term. The term of this Agreement shall commence on the
date hereof and shall terminate upon the termination or cancellation of
the Bond.
IN WITNESS WHEREOF, each of the parties has caused this Agreement
to be executed in its name and behalf by its authorized representative
effective as of the day and year first above written.
▇.▇. ▇▇▇▇▇▇ Series Trust II
JPMorgan Institutional Trust
Pacholder High Yield Fund, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Schedule A: Registrants
▇.▇. ▇▇▇▇▇▇ Series Trust II
JPMorgan Institutional Trust
Pacholder High Yield Fund, Inc.