0001193125-14-187237.txt : 20140507 0001193125-14-187237.hdr.sgml : 20140507 20140507150358 ACCESSION NUMBER: 0001193125-14-187237 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140507 DATE AS OF CHANGE: 20140507 EFFECTIVENESS DATE: 20140507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JPMORGAN TRUST II CENTRAL INDEX KEY: 0000763852 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04236 FILM NUMBER: 14820566 BUSINESS ADDRESS: STREET 1: C/O JPMORGAN DISTRIBUTION SERVICES, INC. STREET 2: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 800-480-4111 MAIL ADDRESS: STREET 1: C/O JPMORGAN DISTRIBUTION SERVICES, INC. STREET 2: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: ONE GROUP MUTUAL FUNDS DATE OF NAME CHANGE: 20000721 FORMER COMPANY: FORMER CONFORMED NAME: ONE GROUP DATE OF NAME CHANGE: 19931105 FORMER COMPANY: FORMER CONFORMED NAME: HELMSMAN FUND DATE OF NAME CHANGE: 19920703 0000763852 S000003477 JPMorgan Core Bond Fund C000009615 Select Class WOBDX C000009616 Class A PGBOX C000009617 Class B OBOBX C000009618 Class C OBOCX C000009619 Class R6 JCBUX C000033520 Class R5 JCBRX C000070638 Class R2 JCBZX 0000763852 S000003478 JPMorgan Core Plus Bond Fund C000009620 Select Class HLIPX C000009621 Class A ONIAX C000009622 Class B OINBX C000009623 Class C OBDCX C000009624 Class R6 JCPUX C000070639 Class R2 JCPZX C000077257 Institutional Class JCBIX 0000763852 S000003485 JPMorgan Government Bond Fund C000009631 Class R6 C000009632 Select Class HLGAX C000009633 Class A OGGAX C000009634 Class B OGGBX C000009635 Class C OGVCX C000070640 Class R2 JGBZX 0000763852 S000003486 JPMorgan High Yield Fund C000009636 Select Class OHYFX C000009637 Class A OHYAX C000009638 Class B OGHBX C000009639 Class C OGHCX C000009640 Class R6 JHYUX C000033521 Class R5 JYHRX C000070641 Class R2 JHYZX 0000763852 S000003488 JPMorgan Mortgage-Backed Securities Fund C000009646 Select Class OMBIX C000009647 Class A OMBAX C000009648 Class R6 JMBUX C000116212 Class C OBBCX 0000763852 S000003490 JPMorgan Short Duration Bond Fund C000009653 Select Class HLLVX C000009654 Class A OGLVX C000009655 Class B OVBBX C000009656 Class C OSTCX C000009657 Class R6 JSDUX 0000763852 S000003491 JPMorgan Treasury & Agency Fund C000009658 Class C C000009659 Select Class OGTFX C000009660 Class A OTABX C000009661 Class B ONTBX 0000763852 S000003492 JPMorgan Limited Duration Bond Fund C000009662 Select Class HLGFX C000009663 Class A ONUAX C000009664 Class B ONUBX C000009665 Class C OGUCX C000009666 Class R6 JUSUX 0000763852 S000003493 JPMorgan Arizona Municipal Bond Fund C000009667 Select Class OGAFX C000009668 Class A OAMAX C000009669 Class B OAMBX C000009670 Class C JCAMX 0000763852 S000003496 JPMorgan Michigan Municipal Bond Fund C000009679 Select Class WOMBX C000009680 Class A PEIAX C000009681 Class B OMIBX C000009682 Class C JMMCX 0000763852 S000003497 JPMorgan Municipal Income Fund C000009683 Select Class HLTAX C000009684 Class A OTBAX C000009685 Class B OTBBX C000009686 Class C OMICX 0000763852 S000003498 JPMorgan Ohio Municipal Bond Fund C000009687 Select Class HLOMX C000009688 Class A ONOHX C000009689 Class B OOHBX C000009690 Class C JOMCX 0000763852 S000003499 JPMorgan Short-Intermediate Municipal Bond Fund C000009691 Select Class PGUIX C000009692 Class A OSTAX C000009693 Class B OSTBX C000009694 Class C STMCX C000077258 Institutional Class JIMIX 0000763852 S000003500 JPMorgan Tax Free Bond Fund C000009695 Class C JTFCX C000009696 Select Class PRBIX C000009697 Class A PMBAX C000009698 Class B PUBBX 0000763852 S000003650 JPMorgan Multi-Cap Market Neutral Fund C000010141 Select Class OGNIX C000010142 Class A OGNAX C000010143 Class B OGNBX C000010144 Class C OGNCX 0000763852 S000003653 JPMorgan International Equity Index Fund C000010153 Select Class OIEAX C000010154 Class A OEIAX C000010155 Class B OGEBX C000010156 Class C OIICX C000070643 Class R2 JEIZX 0000763852 S000003654 JPMorgan Mid Cap Growth Fund C000010157 Select Class HLGEX C000010158 Class A OSGIX C000010159 Class B OGOBX C000010160 Class C OMGCX C000077259 Class R2 JMGZX C000106055 Class R5 JMGFX C000106056 Class R6 JMGMX 0000763852 S000003846 JPMorgan Equity Income Fund C000010743 Select Class HLIEX C000010744 Class A OIEIX C000010745 Class B OGIBX C000010746 Class C OINCX C000098140 Class R2 OIEFX C000098141 Class R5 OIERX C000109963 Class R6 OIEJX 0000763852 S000003847 JPMorgan Equity Index Fund C000010747 Select Class HLEIX C000010748 Class A OGEAX C000010749 Class B OGEIX C000010750 Class C OEICX 0000763852 S000003855 JPMorgan Intrepid Mid Cap Fund C000010792 Select Class WOOPX C000010793 Class A PECAX C000010794 Class B ODMBX C000010795 Class C ODMCX 0000763852 S000003856 JPMorgan Large Cap Growth Fund C000010797 Select Class SEEGX C000010798 Class A OLGAX C000010799 Class B OGLGX C000010800 Class C OLGCX C000070644 Class R2 JLGZX C000076449 Class R5 JLGRX C000093777 Class R6 JLGMX 0000763852 S000003857 JPMorgan Large Cap Value Fund C000010802 Select Class HLQVX C000010803 Class A OLVAX C000010804 Class B OLVBX C000010805 Class C OLVCX C000033523 Class R5 JLVRX C000070645 Class R2 JLVZX C000093778 Class R6 JLVMX 0000763852 S000003858 JPMorgan Market Expansion Enhanced Index Fund C000010807 Select Class PGMIX C000010808 Class A OMEAX C000010809 Class B OMEBX C000010810 Class C OMECX C000070646 Class R2 JMEZX 0000763852 S000003859 JPMorgan Small Cap Growth Fund C000010811 Select Class OGGFX C000010812 Institutional Class JISGX C000010813 Class A PGSGX C000010814 Class B OGFBX C000010815 Class C OSGCX C000070647 Class R2 JSGZX C000093779 Class R6 JGSMX 0000763852 S000003899 JPMorgan Small Cap Value Fund C000010893 Select Class PSOPX C000010894 Class A PSOAX C000010895 Class B PSOBX C000010896 Class C OSVCX C000010897 Class R6 JSVUX C000033524 Class R5 JSVRX C000070648 Class R2 JSVZX 0000763852 S000003901 JPMorgan Investor Growth Fund C000010902 Select Class ONIFX C000010903 Class A ONGAX C000010904 Class B OGIGX C000010905 Class C OGGCX 0000763852 S000003902 JPMorgan Investor Growth & Income Fund C000010906 Select Class ONGFX C000010907 Class A ONGIX C000010908 Class B ONEBX C000010909 Class C ONECX 0000763852 S000003903 JPMorgan Investor Balanced Fund C000010910 Select Class OIBFX C000010911 Class A OGIAX C000010912 Class B OGBBX C000010913 Class C OGBCX 0000763852 S000003904 JPMorgan Investor Conservative Growth Fund C000010914 Select Class ONCFX C000010915 Class A OICAX C000010916 Class B OICGX C000010917 Class C OCGCX 0000763852 S000003905 JPMorgan Liquid Assets Money Market Fund C000010918 Institutional Class IJLXX C000010919 Service OPSXX C000010920 Class B OPBXX C000010921 Class C OPCXX C000010922 Capital CJLXX C000010923 Morgan MJLXX C000010924 Premier PJLXX C000010925 Reserve HPIXX C000010926 Agency AJLXX C000010927 Investor HLPXX C000070649 E*Trade Class JLEXX 0000763852 S000003906 JPMorgan Municipal Money Market Fund C000010928 Institutional Class IJMXX C000010929 Morgan MJMXX C000010930 Premier HTOXX C000010931 Reserve OGIXX C000010932 Agency JMAXX C000010933 Service SJMXX C000017366 E*TRADE Class JMEXX 0000763852 S000003907 JPMorgan Michigan Municipal Money Market Fund C000010934 Morgan MMJXX C000010935 Premier WMIXX C000010936 Reserve PEMXX 0000763852 S000003908 JPMorgan Ohio Municipal Money Market Fund C000010937 Morgan JOMXX C000010938 Premier OGOXX C000010939 Reserve HOIXX C000078416 Service JOSXX 0000763852 S000003909 JPMorgan U.S. Government Money Market Fund C000010940 Institutional Class IJGXX C000010941 Capital OGVXX C000010942 Morgan MJGXX C000010943 Premier OGSXX C000010944 Reserve RJGXX C000010945 Agency OGAXX C000010946 Service SJGXX C000078417 Investor JGMXX C000078597 Direct JGDXX C000111395 Eagle Class JJGXX C000115393 IM MGMXX 0000763852 S000003910 JPMorgan U.S. Treasury Plus Money Market Fund C000010947 Institutional Class IJTXX C000010948 Class B OTBXX C000010949 Class C OTCXX C000010950 Morgan MJTXX C000010951 Premier PJTXX C000010952 Reserve HTIXX C000010953 Agency AJTXX C000010954 Investor HGOXX C000073384 Service JPVXX C000078598 Direct JUDXX C000111396 Eagle Class JRTXX C000115394 IM MJPXX DEFA14A 1 d721423ddefa14a.htm JPMORGAN TRUST II JPMorgan Trust II

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

x Definitive Additional Materials

 

¨ Soliciting Material Pursuant to Rule 14a-12

JPMorgan Trust II

 

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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On April 30, 2014, a definitive combined proxy statement was filed for the upcoming shareholder meeting scheduled for Tuesday, June 10, 2014 for the funds of JPMorgan Trust II (the “Trust”).

At the meeting, the Trust will seek approval to elect the current Board of Trustees. In addition, the shareholders of certain funds will consider the proposed changes set forth below (click the links below to be directed to the appropriate section):

 

  —   To elect the current thirteen (13) Trustees for the Trust
  —   Investment Objective Changes:
  ¡    JPMorgan Large Cap Growth Fund
  ¡    JPMorgan Mid Cap Growth Fund
  ¡    JPMorgan Equity Income Fund
  ¡    JPMorgan Market Expansion Enhanced Index Fund
  ¡    JPMorgan International Equity Index Fund
  —   Shareholder Proposal - JPMorgan Municipal Money Market Fund

In addition to the proposals submitted by the Funds for consideration by shareholders, a shareholder proposal for the JPMorgan Municipal Money Market Fund will also be considered if properly presented at the meeting (the “Shareholder Proposal”).

Shareholders of record as of March 21, 2014 will receive by mail (i) a proxy statement describing in detail the proposal and summarizing the Board’s considerations in recommending that shareholders approve the proposal(s) (other than the Shareholder Proposal for the JPMorgan Municipal Money Market Fund) and (ii) a proxy card and instructions on how to submit their vote.

For additional details on the Trust proxy statement, please see the Q&A below, the proxy statement and the other referenced materials.

Board of Trustee Recommendations

The Board of Trustees recommends voting “FOR” all Proposals except that the Board of Trustees recommends voting “AGAINST” the Shareholder Proposal.

INVESTMENT OBJECTIVE CHANGES:

What is being proposed?

 

Fund Name /

Effective Date

   Current Investment
Objective		  

Proposed

Investment

Objective

   Reason for Proposed Objective Change
JPMorgan Large Cap

Growth Fund

 

June 10, 2014, or such
later date that
shareholders approve
the change

   The Fund seeks a high level of long-term capital appreciation and growth of income by investing primarily in equity securities.   The Fund seeks long-term capital appreciation.  

A large-cap growth fund that has an income component in its investment objective is not representative of the funds in its large cap growth peer group. In general, “large-cap growth” securities do not produce income and many of the other “large-cap growth” funds in the Large Cap Growth Fund’s peer group, do not have an income component in their investment objective. The adviser believes, and the Board of Trustees concurs, that the new objective will provide portfolio management with more flexibility to seek attractive investment opportunities that may offer greater potential for improved performance.

 

In addition, the proposed investment objective eliminates the reference to equity securities in the objective though the Fund will continue to invest in equity securities. The reference to equity securities goes beyond the goal of the Fund by describing how the Fund intends to seek to meet its goal.

 

JPMorgan Mid Cap
Growth Fund

 

June 10, 2014, or such
later date that
shareholders approve
the change

   The Fund seeks growth of capital and secondarily, current income by investing primarily in equity securities.   The Fund seeks growth of capital.  

A mid-cap growth fund that has an income component in its investment objective, is not representative of the funds in its mid cap growth peer group. In general, “mid-cap growth” securities do not produce income and many of the other “mid-cap growth” funds in the Mid Cap Growth Fund’s peer group, do not have an income component in their investment objective. The adviser believes, and the Board of Trustees concurs, that the new objective will provide portfolio management with more flexibility to seek attractive investment opportunities that may offer greater potential for improved performance.

 

In addition, the proposed investment objective eliminates the reference to equity securities in the objective though the Fund will continue to invest in equity securities. The reference to equity securities goes beyond the goal of the Fund by describing how the Fund intends to seek to meet its goal.

 

JPMorgan Equity
Income Fund

 

June 10, 2014, or such
later date that
shareholders approve
the change

   The Fund seeks current income through regular payment of dividends with the secondary goal of achieving capital appreciation by investing primarily in equity securities.   The Fund seeks capital appreciation and current income.  

The adviser believes, and the Board of Trustees concurs, that the Fund’s investment objective should be revised to make current income and capital appreciation equally important components of the objective, while removing the specific reference to equity securities.

 

The adviser is recommending the change so that the Fund’s objective will more closely match the portfolio managers’ investment process.

 

In addition, the proposed investment objective eliminates the reference to equity securities in the objective though the Fund will continue to invest in equity securities. The reference to equity securities goes beyond the goal of the Fund by describing how the Fund intends to seek to meet its goal.

 

JPMorgan Market
Expansion Enhanced
Index Fund

 

June 10, 2014, or such
later date that
shareholders approve
the change

   The Fund seeks to provide a return that substantially duplicates the price and yield performance of domestically traded common stocks in the small- and mid-cap equity markets, as represented by a market capitalization weighted combination of the Standard & Poor’s SmallCap 600 Index and the Standard & Poor’s MidCap 400 Index.  

The Fund seeks to provide investment results that correspond to or incrementally exceed the total return performance of an index that tracks the performance of small- and mid-capitalization securities.

 

  

The adviser is recommending the change because the adviser believes the new objective will provide the Fund with more flexibility to change its benchmark which may result in greater potential for improved performance.

 

Please note the Fund is not changing its benchmark at this time.

JPMorgan
International Equity
Index Fund (Note:
More changes listed
below)

 

June 30, 2014, or such
later date that
shareholders approve
the change

   The Fund seeks to provide investment results that correspond to the aggregate price and dividend performance of the securities in the Morgan Stanley Capital International (MSCI) Europe, Australasia, Far East (EAFE) Gross Domestic Product (GDP) Index.   The Fund seeks to provide long-term capital appreciation.   The adviser is recommending the collective changes because the adviser believes that they would provide greater flexibility to the Fund to take advantage of investment opportunities in securities and countries that are limited by the Fund’s existing investment strategies and investment objective.

Do the proposed changes impact the way the Funds are managed?

For Funds other than the JPMorgan International Equity Index Fund, the Funds will continue to be managed using their current strategy. For the JPMorgan International Equity Index Fund, if the change to the Fund’s investment objective is approved, the Fund will be managed in accordance with the revised investment strategy set forth in the proxy statement.

Is the change subject to shareholder approval?

Yes, the changes are subject to approval by the shareholders of each Fund, which will be sought at a meeting of shareholders scheduled for June 10, 2014.

Has the Board of Trustees of the Funds approved the changes?

The Funds’ Board of Trustees approved the proposed changes on February 12, 2014.

How does the Board of Trustees recommend that shareholders vote for the changes to the investment objectives?

The Board of Trustees recommend a vote “FOR” the proposed investment objective changes.

When would the changes take effect?

For Funds other than the JPMorgan International Equity Index Fund, if the investment objective changes are approved by shareholders of each Fund, the change for that Fund is anticipated to be effective on or about June 10, 2014.

For the JPMorgan International Equity Index Fund, if the change to the Fund’s investment objective is approved by its shareholders, all of the changes described below are anticipated to be effective on or about June 30, 2014. Note, while these additional proposed changes do not require a shareholder vote, they will not be implemented unless shareholder approval is received on the investment objective change.

If the investment objective change to International Equity Index Fund is approved, what other changes will be implemented?

 

Fund Name   JPMorgan International Equity Index Fund  

JPMorgan International Research Enhanced Equity Fund

 

Benchmark   MSCI EAFE GDP Index (net of foreign withholding taxes)  

MSCI EAFE Index (net of foreign withholding taxes)

 

Investment Strategy - 80% Policy

 

Requires 60 days’ shareholder notice

  

Under normal circumstances, at least 80% of the Fund’s Assets will be invested in common stocks (including American Depositary Receipts), preferred stocks, convertible securities (provided they are traded on an exchange or over-the-counter), warrants, receipts and other equity securities that comprise the index or indices identified by the Fund.

 

   Under normal circumstances, the Fund invests at least 80% of its Assets in equity securities.
Investment Strategy - Additional Changes   See prospectus for current language.   See proxy for proposed language.

Why are we proposing these changes to International Equity Index Fund?

Collectively, these changes would provide greater flexibility to the Fund to take advantage of investment opportunities in securities and countries that are limited by the Fund’s existing investment strategies and investment objective.

For example, in the current benchmark, countries are assigned a weight based on the size of a country’s economy measured by GDP rather than the market capitalizations of companies domiciled in such countries. This can lead to the underweighting of large multinational companies that have large market capitalizations and are domiciled in countries with a smaller GDP.

What happens if the investment objective change is not approved by shareholders?

If the investment objective change is not approved by shareholders of the Fund, then none of the changes will be made.

ELECTION OF EACH OF THE CURRENT TRUSTEES:

Why do the Trustees for JPMorgan Trust II need to be elected?

Pursuant to conditions set forth in an order from the Securities and Exchange Commission, JPMorgan Trust II must hold a meeting of Fund shareholders at least every five calendar years at which the Board of Trustees will be elected. The last shareholder meeting to elect Trustees was held in 2009. As a result, this Meeting is being held in 2014 to address the requirements of the Order.

SHAREHOLDER PROPOSAL:

What is the shareholder proposal concerning the JPMorgan Municipal Money Market Fund?

Proposal 7 was submitted by a shareholder of the JPMorgan Municipal Money Market Fund for inclusion in the proxy statement. The shareholder proposal requests that the Board institute additional procedures for the JPMorgan Municipal Money Market Fund relating to genocide-free investing. The Fund is not responsible for the contents of the shareholder proposal. The Board recommends that shareholders vote “AGAINST” Proposal 7.

Which JPMorgan Fund does this proposal impact?

This request is specific to the JPMorgan Municipal Money Market Fund.

Why does the Board recommend that shareholders vote “Against” the proposal?

The Fund’s Board of Trustees recommends that shareholders vote “AGAINST” the proposal for the reasons set forth in the proxy statement. Should you receive questions from shareholders, please refer them to the information provided under “What is Proposal 7” and “Why does the Board recommend that Shareholders vote against Proposal 7?” in the proxy statement.

ADDITIONAL INFORMATION:

What happens if a shareholder needs a copy of a proxy statement, a proxy card or other proxy materials?

Shareholders can receive additional copies of any proxy materials, including proxy statements, proxy cards and voting instructions, by calling (866) 456-7052.

What happens if the shareholders do not vote their proxy?

All shareholders are encouraged to vote their shares. Computershare Fund Services, a proxy solicitor, has been retained to assist us with the shareholder solicitation process to the extent necessary with respect to the Proposals other than Proposal 7. Shareholders who do not vote their shares (except with respect to Proposal 7) may receive a telephone call or additional mailings encouraging them to vote their shares.

What can I and can’t I discuss with shareholders related to the upcoming proxy?

There are specific SEC regulations that govern communication activities during a shareholder proxy solicitation. Discussion of the shareholder proposals is limited to the information in the proxy statements and this Q&A. Also, please see the Do’s and Don’ts for guidelines regarding discussions with shareholders.

The below documents are available for your reference:

 

  —   Proxy Statement
  —   Solicitation Do’s and Don’ts
  —   Client Approved Frequently Asked Questions
  —   Home Office Email
  —   Original Communication

If there are any questions please contact IMA Product Management.