UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
(RULE 14c-101)
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
Of the Securities Exchange Act of 1934
(Amendment No. ___________)
Check the appropriate box:
o | Preliminary information statement. |
o | Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)). |
x | Definitive information statement. |
J.P. Morgan Fleming Series Trust
(Name of Registrant as Specified in its Charter)
Payment of filing fee (check the appropriate box):
x | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies: |
| |
(2) | Aggregate number of securities to which transaction applies: |
________________________________________________________________________________
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) Proposed maximum aggregate value of transaction:
(5) | Total fee paid: _____________________________________________________________ |
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
(1) | Amount previously paid: |
(2) | Form, schedule or registration statement no.: |
(3) | Filing party: |
(4) | Date filed: |
JPMorgan Multi-Manager Small Cap Growth Fund
245 Park Avenue, New York, New York 10167
Toll-Free (800) 480-4111
![](https://capedge.com/proxy/DEF 14C/0001145443-06-003779/georgecwgatchsig.jpg)
George C.W. Gatch
President, JPMorgan Funds
JPMorgan Multi-Manager Small Cap Growth Fund
245 Park Avenue,
New York, New York 10167
Toll-Free (800) 480-4111
AND JPMORGAN FUND COMPLEX
Name of Trustee | Ownership of Multi-Manager Small Cap Growth Fund | Aggregate Ownership of All Registered Investment Companies to be Overseen by Trustee in JPMorgan Fund Complex* | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Non-Interested Trustee | ||||||||||
Cheryl Ballenger | None | None | ||||||||
Jerry B. Lewis | None | None | ||||||||
John R. Rettberg | None | None | ||||||||
Ken Whipple | None | None | ||||||||
Interested Trustee | ||||||||||
John F. Ruffle† | over $100,000** | over $100,000** |
* | A Fund Complex means two or more registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services, or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other investment companies. The JPMorgan Fund Complex for which the Trustees serve includes four investment companies with 13 separate portfolios. |
** | Securities valued as of December 31, 2005. |
† | The Board has designated Mr. Ruffle an “interested person” at his request because, until his retirement in 1993, he was an executive officer of the parent company of the Trust’s investment adviser. |
Strafe & Co* | 6.81 | % | ||||
BOIA-One Group Operations | ||||||
1111 Polaris Parkway | ||||||
P.O. Box 711234 | ||||||
Columbus OH 43271-0001 |
* | The shareholder of record is a subsidiary or affiliate of JPMorgan Chase & Co. (a “JPMorgan Affiliate”). Typically, the shares are held for the benefit of underlying accounts for which the JPMorgan Affiliate may have voting or investment power. To the extent that JPMorgan Affiliates own 25% or more of a class of shares of a Fund, JPMorgan Chase & Co. may be deemed to be a “controlling person” of such shares under the 1940 Act. |
daily and may be paid monthly, equal to a percentage of the Growth Fund’s average daily net assets as specified in the Multi-Manager Funds Prospectus. JPMIM may voluntarily agree to waive a portion of the fees payable to it on a month-to-month basis.
Fiscal Year Ended June 30, 2006 | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Fund | Paid/ Accrued | Waived | |||||||||
Multi-Manager Small Cap Growth Fund | $ | 1,420 | N/A |
JPMORGAN MULTI-MANAGER SMALL CAP GROWTH FUND | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Subadviser and Address | | Year Founded/ Assets Under Management as of June 30, 2006 | | Portfolio Manager(s) | | Employment Experience | ||||||||||
Clarivest Asset Management LLC 11452 El Camino Real, Suite 250, San Diego, CA 92130 | 2006 $296.867 million | Stacey Nutt, Ph.D. Chief Executive Officer Portfolio Manager | Stacey Nutt is the Chief Executive Officer and portfolio manager at ClariVest. Prior to joining ClariVest in March of 2006 Mr. Nutt was a lead portfolio manager for the Systematic Group at Nicholas Applegate Capital Management, LLC. Prior to joining Nicholas Applegate in 1999 he was a Research Director at Vestek Systems, Inc. | |||||||||||||
Todd N. Wolter, CFA Portfolio Manager | Todd Wolter is a portfolio manager for U.S. small and small/mid cap portfolios. Prior to joining ClariVest in March of 2006, Mr. Wolter was a portfolio manager for the Systematic Group at Nicholas Applegate Capital Management, LLC. Prior to joining Nicholas Applegate in 2000 he was a risk analyst at Credit Suisse Asset Management. |
Registered Investment Companies | Other Pooled Investment Vehicles | Other Accounts | |||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Accounts | | Total Assets | | Number of Accounts | | Total Assets | | Number of Accounts | | Total Assets | ||||||||||||||||
Stacey Nutt | None | None | None | None | 6 | $ | 293,671,744 | ||||||||||||||||||||
Todd N. Wolter | None | None | None | None | 6 | $ | 293,671,744 |
Registered Investment Companies | Other Pooled Investment Vehicles | Other Accounts | |||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Accounts | | Total Assets | | Number of Accounts | | Total Assets | | Number of Accounts | | Total Assets | ||||||||||||||||
Stacey Nutt | None | None | None | None | None | None | |||||||||||||||||||||
Todd N. Wolter | None | None | None | None | None | None |
1. | The individual managing the trade will allocate the securities across the accounts, considering account size, diversification, cash availability, and other factors, including, where appropriate, the value of having a round lot in the portfolio. |
2. | Orders for the same security entered on behalf of more than one client will generally be aggregated (i.e., blocked or bunched) subject to the aggregation being in the best interests of all participating clients. |
3. | When a trade is to be executed for an individual account and the trade is not in the best interests of other accounts, then the trade will only be performed for that account. This is true even if the Portfolio Managers believe that a larger size block trade would lead to best overall price for the security being transacted. |
4. | In the event an order is “partially filled”, the allocation shall be made in the best interests of all the clients in the order, taking into account all relevant factors, including, but not limited to, the size of each client’s allocation, odd lots, price movement effects on cash requirements, clients’ liquidity needs and previous allocations. Normally, ClariVest seeks to ensure that accounts will get a pro-rata allocation based on the initial allocation. |
5. | When ClariVest transacts in limited investment opportunities for advisory accounts, ClariVest takes into account cash availability and need, eligibility (per NASD Rule 2790), suitability, investment objectives and guidelines and other factors deemed appropriate in making investment allocation decisions. |
| None | | $1–$10,000 | | $10,001– $50,000 | | $50,001– $100,000 | | $100,001– $500,000 | | $500,001– $1,000,000 | | over $1,000,000 | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Stacey Nutt | X | |||||||||||||||||||||||||||||
Todd N. Wolter | X |
Name | Position with Advisor | Principal Occupation | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Stacey Nutt | Chief Executive Officer, Portfolio Manager | Chief Executive Officer, Portfolio Manager | ||||||||
Jeff Jacobson | Chief Operations Officer, Chief Financial Officer | Chief Operations Officer, Chief Financial Officer | ||||||||
Tiffany Barzal | General Counsel, Chief Compliance Officer | General Counsel, Chief Compliance Officer |
between
J. P. MORGAN INVESTMENT MANAGEMENT INC.
and
CLARIVEST ASSET MANAGEMENT LLC
(i) | regularly report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the investment program, compliance of the Subadviser Assets with the Prospectus, the 1940 Act and the Code, and on other topics as may reasonably be requested by the Board or the Adviser, including attendance at Board meetings, as reasonably requested, to present such reports to the Board; |
(ii) | comply with valuation procedures adopted by Board, including any amendments thereto, and consult with the Trust’s pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may require fair valuation; |
(iii) | provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Subadviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Subadviser Assets which may be reasonably necessary, under applicable laws, to allow the Trust or its agent to present historical performance information concerning the Subadviser’s similarly managed accounts and funds, for inclusion in the Trust’s Prospectus and any other reports and materials prepared by the Trust or its agent, in accordance with regulatory requirements or as requested by applicable federal or state regulatory authorities; |
(iv) | provide reasonable assistance to the Adviser with respect to the Subadviser Assets in connection with the annual audit of the Fund’s financial statements, including, but not limited to: (i) providing broker contacts as needed for obtaining trade confirmations; (ii) providing copies of term loans and swap agreements, within a reasonable time after the execution of such agreements; (iii) providing assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and (iv) obtaining market quotations for investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means. |
(i) | Custody of the Client’s assets will be maintained with the Custodian. The Adviser will be solely responsible for paying all fees or charges of the Custodian. All Adviser funds (both deposits and withdrawals), including the Subadviser Assets, must be sent/wired to the Custodian, not to Subadviser. The Adviser authorizes the Subadviser to give the Custodian instructions for the purchase and sale of any security included in the Subadviser Assets and to give the Custodian instructions related to corporate actions for the conversion, redemption, exchange or retention of any security, cash or cash equivalent or other investment for the Adviser. Subadviser is not, and shall not be construed to be, a Custodian of any of Adviser’s assets at any time and under any circumstances. |
(ii) | The term “Custodian” for purposes of this Agreement shall mean the financial institution or institutions designated from time to time by the Adviser maintaining assets of the Adviser. |
(iii) | The Adviser authorizes and directs the Subadviser to instruct the Custodian on the Adviser’s behalf to: (i) send the Adviser periodically a statement showing all transactions occurring on behalf of the Adviser during the period covered by the account statement and the funds, securities and other property of the Adviser at the end of the period; and (ii) provide the Subadviser with copies of all periodic statements and other reports that the Custodian sends to the Adviser. |
borne by the Trust, except to the extent specifically assumed by the Subadviser. The expenses to be borne by the Trust include, without limitation, the following: organizational costs, taxes, interest, brokerage fees and commissions, Trustees’ fees, Securities and Exchange Commission fees and state Blue Sky qualification fees, advisory fees, charges of custodians, transfer and dividend disbursing agents’ fees, certain insurance premiums, industry association fees, outside auditing and legal expenses, costs of independent pricing services, costs of maintaining existence, costs attributable to investor services (including, without limitation, telephone and personnel expenses), costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing stockholders, costs of stockholders’ reports and meetings, and any extraordinary expenses.
as a whole or for the Fund’s failure to qualify as a regulated investment company under the Code if the securities and other holdings of the Subadviser Assets would not be in such violation or failing to so qualify if the Subadviser Assets were deemed a separate series of the Trust or a separate regulated investment company under the Code. The Adviser or Trust’s Administrator shall promptly provide the Subadviser with copies of the Trust’s Declaration of Trust, By-Laws, current Prospectus and any written policies or procedures adopted by the Board applicable to the Subadviser Assets and any amendments or revisions thereto. Subadviser shall supply such reports or other documentation as reasonably requested from time to time by the Adviser to evidence Subadviser’s compliance with such Prospectus, policies or procedures.
by the Trust’s accounting agent. Compensation for any partial period shall be pro-rated based on the length of the period.
third parties whom the party reasonably believes are not under an obligation of confidentiality to the other party to this Agreement; (c) placed in public domain without fault of the party or its affiliates; or (d) independently developed by the party without reference or reliance upon the nonpublic information.
J.P. Morgan Investment Management Inc. | ||||
Attest: | By: /s/ George C.W. Gatch | |||
Managing Director (Title) | ||||
/s/ Stephen M. Benham | 12/8/06 Date: | |||
ClariVest Asset Management, LLC | ||||
Attest: | By: /s/ Tiffany Barzal | |||
General Counsel, CCO (Title) | ||||
/s/ Jeff Jacobson | 12/5/2006 Date: |
Fee Schedule
Fund | Rate | |||||
---|---|---|---|---|---|---|
JPMorgan Multi-Manager Small Cap Growth Fund | 0.55 | % |
STMT-MULTIPS-1206