UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-21295
JPMorgan Trust I
(Exact name of registrant as specified in charter)
270 Park Avenue
New York, NY 10017
(Address of principal executive offices) (Zip code)
Frank J. Nasta
270 Park Avenue
New York, NY 10017
(Name and Address of Agent for Service)
Registrant’s telephone number, including area code: (800) 480-4111
Date of fiscal year end: December 31
Date of reporting period: January 1, 2013 through December 31, 2013
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).
Annual Report
J.P. Morgan Specialty Funds
December 31, 2013
Security Capital U.S. Core Real Estate Securities Fund
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CONTENTS
Investments in a Fund are not bank deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money if you sell when the Fund’s share price is lower than when you invested.
Past performance is no guarantee of future performance. The general market views expressed in this report are opinions based on market and other conditions through the end of the reporting period and are subject to change without notice. These views are not intended to predict the future performance of a Fund or the securities markets. References to specific securities and their issuers are for illustrative purposes only and are not intended to be, and should not be interpreted as, recommendations to purchase or sell such securities. Such views are not meant as investment advice and may not be relied on as an indication of trading intent on behalf of any Fund.
Prospective investors should refer to the Fund’s prospectus for a discussion of the Fund’s investment objectives, strategies and risks. Call J.P. Morgan Funds Service Center at 1-800-480-4111 for a prospectus containing more complete information about the Fund, including management fees and other expenses. Please read it carefully before investing.
CEO’S LETTER
JANUARY 23, 2014 (Unaudited)
Dear Shareholder,
Equities markets in developed economies performed strongly in the face of periodic spikes in volatility throughout the twelve months ended December 31, 2013. Healthy corporate earnings and incremental but steady improvements in a range of economic indicators provided a positive backdrop for investors seeking returns in the low interest rate environment. While political discord in Washington injected volatility into the market, a bipartisan budget agreement at the end of the year relieved much of the political uncertainty created by partisan brinkmanship over the so-called fiscal cliff and the partial shutdown of the federal government in October. In the first half of the year, the U.S. Federal Reserve (“Fed”) announced its intention to taper off its $85 billion in monthly asset purchases and the statement weakened investor sentiment and set off widespread speculation about the timing and magnitude of such a move. The Fed followed through in December, deciding to reduce its monthly purchases by $10 billion. The news, along with robust gains in jobs, housing and consumer sentiment, drove U.S. equities to new highs. The S&P 500 stock index hit seven closing highs in the final month of the reporting period, finishing 2013 with its best performance since 1997.
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Overseas, the European Central Bank reaffirmed its commitment to accommodative monetary policy and to the euro itself. In the second quarter of the year, the European Union (EU) returned to positive growth and at the end of the year, Ireland became the first nation to exit from its European Union bailout program. The Fed’s decision to curb its asset purchases also sent equities higher in Europe, as investors viewed the move as a sign of further economic stability. In Japan, equity markets rebounded to their best year since 1988, benefitting from Prime Minister Shinzo Abe’s efforts to revive the economy. Low returns on bonds and short-term debt instruments also drove investors into stocks.
Emerging market equities were weaker overall. As of December 31, 2013, the MSCI Emerging Markets Index returned -2.3% for the year. China’s economy showed signs of slower growth during the year and the Fed’s decision to taper its asset purchase program set off speculation that the maturation of the emerging markets credit cycle would push yield-seeking investors to rotate into developed markets.
Taper Talk Pressures Bonds
Fixed income markets generally remained weak during the year, as central bankers across the globe held interest rates at
historic lows. However, benchmark bond yields rose on an annual basis for the first time since 2009. During the year, the Fed’s talk of tapering off its Quantitative Easing (QE) program hurt fixed income markets. U.S. Treasury security yields continued to be low from a historical perspective, but ended the period higher. The yield for 10-year U.S. Treasury securities ended December 31, 2013 at 3.04%, while the yields for 2- and 30-year U.S. Treasury securities finished the reporting period at 0.38% and 3.96%, respectively. High-yield debt returned 7.4% for the year, as measured by the Barclays US High Yield Corporate Index, while other U.S. debt securities and emerging market debt both had negative returns.
While global economic growth accelerated during the year, the U.S. recovery in particular showed stronger fundamentals and the Fed’s decision to taper its QE program was a response to the improved picture. Europe emerged from its lengthy recession and the worst of the fiscal crises seem to be behind it, though unemployment remains strikingly high in many EU nations. Japan made progress toward ending persistent deflation, but Tokyo’s monetary and fiscal stimulus has sharply weakened the yen, putting other Asian exporting nations — notably China and South Korea — at a competitive disadvantage. Emerging market economies may face further headwinds as foreign investment shrinks and economic growth moderates from recent strength. Moreover, political instability — already apparent in Thailand and Turkey — may surface in other emerging market nations as governments struggle to deliver improved living standards and respond to demands for political reforms.
The Long-Term Lens
We welcome the Fed’s move to curb its QE program as a sign that the U.S. economy’s need for artificial stimulus is waning. While a repeat of the equity performance we experienced in 2013 may be a tall order, we believe stocks in the U.S. and Europe may continue to show gains. In the fixed-income market, persistent weakness has led to attractive valuations in some sectors. The past year’s market swings and intermittent volatility underlined the importance of maintaining a long-term view of your investment portfolio and the benefits derived from diversified holdings.
On behalf of everyone at J.P. Morgan Asset Management, thank you for your continued support. We look forward to managing your investment needs for years to come. Should you have any questions, please visit www.jpmorganfunds.com or contact the J.P. Morgan Funds Service Center at 1-800-480-4111.
Sincerely yours,
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George C.W. Gatch
CEO, Global Funds Management
J.P. Morgan Asset Management
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DECEMBER 31, 2013 | | J.P. MORGAN SPECIALTY FUNDS | | | | | 1 | |
J.P. Morgan Specialty Funds
MARKET OVERVIEW
TWELVE MONTHS ENDED DECEMBER 31, 2013
Returns for U.S. real estate investment trusts (REITs) underperformed the broader equity market in 2013 for the first time in five years, with the Wilshire U.S. Real Estate Securities Index posting a gain of 2.15%, compared with a 32.39% return for the Standard & Poor’s 500 Index. While the REIT sector overall had a strong start to the year, the U.S. Federal Reserve Board’s announcement in late-May that it might begin tapering its monthly asset purchases later in the year left investors worried about the impact on financial markets.
Despite the volatility in REIT valuations, the fundamental and financial positioning of publicly traded real estate companies remained strongly positive, the Fund’s manager believe. Low borrowing costs, accommodating debt markets, low levels of new construction and stable-to-improving rent/occupancy levels represent a potent force behind long-term real estate values, in the opinion of the Fund’s managers.
By major property type, lodging/resorts and industrial/office and self-storage companies were the relative outperformers, while the weakest sectors were residential, health care and retail were relative underperformers.
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2 | | | | J.P. MORGAN SPECIALTY FUNDS | | DECEMBER 31, 2013 |
Security Capital U.S. Core Real Estate Securities Fund
FUND COMMENTARY
TWELVE MONTHS ENDED DECEMBER 31, 2013 (Unaudited)
| | | | |
REPORTING PERIOD RETURN: | |
Fund (Select Class Shares)* | | | 0.69% | |
Wilshire U.S. Real Estate Securities Index | | | 2.15% | |
Barclays REIT Bond Index | | | –0.05% | |
Security Capital U.S. Core Real Estate Securities Composite Benchmark | | | 0.95% | |
| |
Net Assets as of 12/31/2013 (In Thousands) | | $ | 56,386 | |
INVESTMENT OBJECTIVE**
The Security Capital U.S. Core Real Estate Securities Fund (the “Fund”) seeks a risk-adjusted total return over the long term by investing primarily in real estate securities.
WHAT WERE THE MAIN DRIVERS OF THE FUND’S PERFORMANCE?
The Fund (Select Class Shares) posted a modestly positive absolute return, outperforming the Barclays REIT Bond Index, yet underperforming the Wilshire U.S. Real Estate Securities Index (“WILRESI”) and the Security Capital U.S. Core Real Estate Securities Composite Benchmark for the year. The Fund invests in equity and fixed income securities and, therefore, its performance is compared to multiple benchmarks, including broad-based equity and fixed income benchmarks as well as a blended composite benchmark.
The majority of the return of the Fund for the reporting period was sourced from its common equity holdings, which represented 59% of the portfolio at year end. Individual common stock holdings that contributed to performance relative to the WILRESI included: Host Hotels and Resorts Inc., an owner-operator of luxury properties mainly in North America and Europe; Healthcare Realty Trust Inc., which is primarily focused on outpatient facilities; and RLJ Lodging Trust, which holds a portfolio of full-service hotels.
Individual common stock holdings that detracted from performance relative to the WILRESI included: Equity Residential, an
owner-operator of apartment properties; Mack-Cali Realty Corp., a commercial property owner and manager; and Avalonbay Communities Inc., which owns and operates multifamily communities.
Among the fixed income investments, the Fund’s bond investments outperformed the Barclays REIT Bond Index for the reporting period, benefiting from the profitable sale of a targeted convertible debt investment. The Fund continues to position its debt holdings with a more defensive shorter-maturity stance, with average duration of 2.0 years in the portfolio, compared with the Barclays REIT Bond Index’s average duration of 6.9 years. The Fund’s targeted preferred equity investments garnered a positive absolute return for the reporting period, outperforming the Wells Fargo Hybrid and Preferred Securities REIT Index (“WHPSR”), which was burdened by weaker performance from highly-rated, low coupon preferreds issued over the last two years. The Fund remained overweight to preferred securities relative to the composite blended benchmark.
HOW WAS THE FUND POSITIONED?
The Fund’s portfolio managers utilized a bottom-up process to inform both security selection and security type (common equity, preferred equity or debt). They relied on proprietary cash flow models, extensive field work and internal real estate market research to target what they believed to be attractive long-term investment opportunities, emphasizing quality real estate portfolios, flexible balance sheets and transparent business models.
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DECEMBER 31, 2013 | | J.P. MORGAN SPECIALTY FUNDS | | | | | 3 | |
Security Capital U.S. Core Real Estate Securities Fund
FUND COMMENTARY
TWELVE MONTHS ENDED DECEMBER 31, 2013 (Unaudited) (continued)
| | | | | | | | |
TOP TEN HOLDINGS OF THE PORTFOLIO*** | |
| 1. | | | Simon Property Group, Inc. | | | 6.1 | % |
| 2. | | | Prologis, Inc. | | | 3.9 | |
| 3. | | | Equity Residential | | | 3.7 | |
| 4. | | | Health Care REIT, Inc., 5.875%, 05/15/15 | | | 3.6 | |
| 5. | | | AvalonBay Communities, Inc. | | | 2.8 | |
| 6. | | | Public Storage | | | 2.6 | |
| 7. | | | Vornado Realty Trust | | | 2.6 | |
| 8. | | | HCP, Inc. | | | 2.5 | |
| 9. | | | Host Hotels & Resorts, Inc. | | | 2.5 | |
| 10. | | | Health Care REIT, Inc. | | | 2.4 | |
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PORTFOLIO COMPOSITION BY SECURITY TYPE*** | |
Common Stocks | | | 59.4 | % |
Preferred Stocks | | | 21.6 | |
Corporate Bonds | | | 16.4 | |
Short-Term Investment | | | 2.6 | |
* | | The return shown is based on net asset values calculated for shareholder transactions and may differ from the return shown in the financial highlights, which reflects adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America. |
** | | The adviser seeks to achieve the Fund’s objective. There can be no guarantee it will be achieved. |
*** | | Percentages indicated are based on total investments as of December 31, 2013. The Fund’s portfolio composition is subject to change. |
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GEOGRAPHIC DIVERSIFICATION | |
| | Security Capital U.S. Core Real Estate Securities Fund (a) | | | NCREIF (b) | |
East | | | 34.6 | % | | | 34.3 | % |
Northeast | | | 21.9 | | | | 20.5 | % |
Mideast | | | 12.7 | | | | 13.8 | % |
West | | | 29.0 | % | | | 34.9 | % |
Pacific | | | 23.4 | | | | 29.2 | % |
Mountain | | | 5.6 | | | | 5.7 | % |
South | | | 19.6 | % | | | 21.3 | % |
Southeast | | | 11.7 | | | | 10.4 | % |
Southwest | | | 7.9 | | | | 10.9 | % |
Midwest | | | 13.0 | % | | | 9.5 | % |
East North Central | | | 10.1 | | | | 7.7 | % |
West North Central | | | 2.9 | | | | 1.8 | % |
Non-U.S. | | | 3.8 | % | | | 0.0 | % |
(a) | | Percentages indicated are based on total investments as of December 31, 2013. The Fund’s portfolio composition is subject to change. |
(b) | | Reflects the industry average of institutions belonging to the National Council of Real Estate Investment Fiduciaries. |
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4 | | | | J.P. MORGAN SPECIALTY FUNDS | | DECEMBER 31, 2013 |
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AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2013 | |
| | | |
| | INCEPTION DATE OF CLASS | | | 1 YEAR | | | SINCE INCEPTION | |
CLASS A SHARES | | | 8/31/11 | | | | | | | | | |
Without Sales Charge | | | | | | | 0.46 | % | | | 6.01 | % |
With Sales Charge* | | | | | | | (4.84 | ) | | | 3.60 | |
CLASS C SHARES | | | 8/31/11 | | | | | | | | | |
Without CDSC | | | | | | | (0.04 | ) | | | 5.48 | |
With CDSC** | | | | | | | (1.04 | ) | | | 5.48 | |
CLASS R5 SHARES | | | 8/31/11 | | | | 0.94 | | | | 6.51 | |
CLASS R6 SHARES | | | 8/31/11 | | | | 0.98 | | | | 6.56 | |
SELECT SHARES | | | 8/31/11 | | | | 0.69 | | | | 6.29 | |
* | | Sales Charge for Class A Shares is 5.25%. |
** | | Assumes a 1% CDSC (contingent deferred sales charge) for the one year period and 0% CDSC thereafter. |
LIFE OF FUND PERFORMANCE (8/31/11 TO 12/31/13)
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The performance quoted is past performance and is not a guarantee of future results. Mutual funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For up-to-date month-end performance information please call 1-800-480-4111.
The Fund commenced operations on August 31, 2011.
The graph illustrates comparative performance for $1,000,000 invested in Select Class Shares of the Security Capital U.S. Core Real Estate Securities Fund, the Wilshire US Real Estate Securities Index, Barclays Investment Grade REIT Index, U.S. Core Real Estate Securities Composite Benchmark and the Lipper Real Estate Funds Index from August 31, 2011 to December 31, 2013. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, if any, and does not include a sales charge. The performance of the indices, other than the Lipper Real Estate Funds Index, does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends and capital gain distributions of the securities included in the benchmark, if applicable. The performance of the Lipper Real Estate Funds Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses incurred by the Fund. The Wilshire US Real Estate Securities Index is an unmanaged, float-adjusted market capitalization-weighted index comprising publicly traded REITs and real estate operating
companies, not including special purpose REITs. It is comprised of major companies engaged in the equity ownership and operation of commercial real estate. The Barclays Investment Grade REIT Index publicly includes issued U.S. corporate and secured notes that meet the specified maturity, liquidity, and quality requirements. To qualify, bonds must be SEC-registered or 144a securities with registration rights and only includes the portion of the Barclays U.S. Corporate Index deemed to be a Real Estate Investment Trust. The U.S. Core Real Estate Securities Composite Benchmark is a composite benchmark comprised of unmanaged indices that includes 60% Wilshire US Real Estate Securities Index, 10% Wells Fargo Hybrid and Preferred Securities REIT Index and 30% Barclays Investment Grade REIT Index. The Lipper Real Estate Funds Index represents the total returns of the funds in the indicated category as defined by Lipper, Inc. Investors cannot invest directly in an index.
Select Class Shares have a $1,000,000 minimum initial investment.
Fund performance may reflect the waiver of the Fund’s fees and reimbursement of expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower. Also, performance shown in this section does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemptions of Fund shares.
The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.
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DECEMBER 31, 2013 | | J.P. MORGAN SPECIALTY FUNDS | | | | | 5 | |
Security Capital U.S. Core Real Estate Securities Fund
SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF DECEMBER 31, 2013
(Amounts in thousands)
| | | | | | | | |
SHARES | | | SECURITY DESCRIPTION | | VALUE($) | |
| | | | | | | | |
| Common Stocks — 59.4% | |
| | | | Apartments — 0.6% | | | | |
| 6 | | | Home Properties, Inc. | | | 316 | |
| | | | | | | | |
| | | | Diversified — 4.8% | | | | |
| 6 | | | Digital Realty Trust, Inc. | | | 287 | |
| 27 | | | Duke Realty Corp. | | | 401 | |
| 17 | | | Liberty Property Trust | | | 586 | |
| 17 | | | Vornado Realty Trust | | | 1,466 | |
| | | | | | | | |
| | | | | | | 2,740 | |
| | | | | | | | |
| | | | Health Care — 7.0% | | | | |
| 39 | | | HCP, Inc. | | | 1,434 | |
| 25 | | | Health Care REIT, Inc. | | | 1,342 | |
| 20 | | | Ventas, Inc. | | | 1,167 | |
| | | | | | | | |
| | | | | | | 3,943 | |
| | | | | | | | |
| | | | Hotels — 5.0% | | | | |
| 2 | | | Hilton Worldwide Holdings, Inc. (a) | | | 48 | |
| 73 | | | Host Hotels & Resorts, Inc. | | | 1,412 | |
| 30 | | | RLJ Lodging Trust | | | 723 | |
| 46 | | | Sunstone Hotel Investors, Inc. | | | 614 | |
| | | | | | | | |
| | | | | | | 2,797 | |
| | | | | | | | |
| | | | Industrial — 3.9% | | | | |
| 60 | | | Prologis, Inc. | | | 2,205 | |
| | | | | | | | |
| | | | Multifamily — 10.6% | | | | |
| 48 | | | Apartment Investment & Management Co., Class A | | | 1,246 | |
| 13 | | | AvalonBay Communities, Inc. | | | 1,553 | |
| 41 | | | Equity Residential | | | 2,104 | |
| 3 | | | Essex Property Trust, Inc. | | | 396 | |
| 30 | | | UDR, Inc. | | | 704 | |
| | | | | | | | |
| | | | | | | 6,003 | |
| | | | | | | | |
| | | | Office — 7.2% | | | | |
| 9 | | | Alexandria Real Estate Equities, Inc. | | | 545 | |
| 33 | | | BioMed Realty Trust, Inc. | | | 599 | |
| 9 | | | Boston Properties, Inc. | | | 910 | |
| 25 | | | Brookfield Office Properties, Inc. | | | 479 | |
| 28 | | | Douglas Emmett, Inc. | | | 651 | |
| 5 | | | Kilroy Realty Corp. | | | 268 | |
| 7 | | | SL Green Realty Corp. | | | 611 | |
| | | | | | | | |
| | | | | | | 4,063 | |
| | | | | | | | |
| | | | Regional Malls — 11.4% | | | | |
| 49 | | | General Growth Properties, Inc. | | | 984 | |
| 22 | | | Macerich Co. (The) | | | 1,287 | |
| 23 | | | Simon Property Group, Inc. | | | 3,470 | |
| 10 | | | Taubman Centers, Inc. | | | 665 | |
| | | | | | | | |
| | | | | | | 6,406 | |
| | | | | | | | |
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SHARES | | | SECURITY DESCRIPTION | | VALUE($) | |
| | | | | | | | |
| | | | | | | | |
| | | | Shopping Centers — 4.8% | | | | |
| 3 | | | Brixmor Property Group, Inc. (a) | | | 51 | |
| 46 | | | DDR Corp. | | | 709 | |
| 52 | | | Kimco Realty Corp. | | | 1,021 | |
| 11 | | | Regency Centers Corp. | | | 502 | |
| 15 | | | Weingarten Realty Investors | | | 413 | |
| | | | | | | | |
| | | | | | | 2,696 | |
| | | | | | | | |
| | | | Storage — 4.1% | | | | |
| 27 | | | CubeSmart | | | 429 | |
| 10 | | | Extra Space Storage, Inc. | | | 431 | |
| 10 | | | Public Storage | | | 1,479 | |
| | | | | | | | |
| | | | | | | 2,339 | |
| | | | | | | | |
| | | | Total Common Stocks (Cost $32,953) | | | 33,508 | |
| | | | | | | | |
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PRINCIPAL AMOUNT($) | | | | | | |
| Corporate Bonds — 16.4% | |
| | | | Health Care — 9.7% | | | | |
| | | | HCP, Inc., | | | | |
| 500 | | | Series E, 6.000%, 06/15/14 | | | 512 | |
| 900 | | | 6.000%, 03/01/15 | | | 952 | |
| 250 | | | 6.300%, 09/15/16 | | | 282 | |
| | | | Health Care REIT, Inc., | | | | |
| 175 | | | 3.625%, 03/15/16 | | | 183 | |
| 1,888 | | | 5.875%, 05/15/15 | | | 2,012 | |
| 458 | | | 6.200%, 06/01/16 | | | 509 | |
| 350 | | | Healthcare Realty Trust, Inc., 6.500%, 01/17/17 | | | 393 | |
| 580 | | | Senior Housing Properties Trust, 4.300%, 01/15/16 | | | 604 | |
| | | | | | | | |
| | | | | | | 5,447 | |
| | | | | | | | |
| | | | Industrial — 2.4% | | | | |
| | | | ProLogis LP, | | | | |
| 78 | | | 4.500%, 08/15/17 | | | 84 | |
| 1,100 | | | 5.625%, 11/15/16 | | | 1,224 | |
| 60 | | | 6.625%, 05/15/18 | | | 70 | |
| | | | | | | | |
| | | | | | | 1,378 | |
| | | | | | | | |
| | | | Office — 3.8% | | | | |
| 275 | | | Brandywine Operating Partnership LP, 5.700%, 05/01/17 | | | 303 | |
| 100 | | | CommonWealth REIT, 6.250%, 08/15/16 | | | 106 | |
| 900 | | | Kilroy Realty LP, 5.000%, 11/03/15 | | | 959 | |
| 700 | | | Reckson Operating Partnership LP, 6.000%, 03/31/16 | | | 758 | |
| | | | | | | | |
| | | | | | | 2,126 | |
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SEE NOTES TO FINANCIAL STATEMENTS.
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6 | | | | J.P. MORGAN SPECIALTY FUNDS | | DECEMBER 31, 2013 |
| | | | | | | | |
PRINCIPAL AMOUNT($) | | | SECURITY DESCRIPTION | | VALUE($) | |
| | | | | | | | |
| Corporate Bonds — Continued | |
| | | | Shopping Centers — 0.5% | | | | |
| 200 | | | DDR Corp., 7.500%, 04/01/17 | | | 233 | |
| 70 | | | Equity One, Inc., 6.000%, 09/15/16 | | | 78 | |
| | | | | | | | |
| | | | | | | 311 | |
| | | | | | | | |
| | | | Total Corporate Bonds (Cost $9,155) | | | 9,262 | |
| | | | | | | | |
| | |
SHARES | | | | | | |
| Preferred Stocks ($25 par value) — 21.7% | |
| | | | Apartments — 0.5% | | | | |
| 12 | | | Campus Crest Communities, Inc., Series A, 8.000%, 02/09/17 @ | | | 295 | |
| | | | | | | | |
| | | | Diversified — 0.6% | | | | |
| 3 | | | Duke Realty Corp., Series L, 6.600%, 02/03/14 @ | | | 58 | |
| 6 | | | PS Business Parks, Inc., Series S, 6.450%, 01/18/17 @ | | | 141 | |
| 2 | | | PS Business Parks, Inc., Series T, 6.000%, 05/14/17 @ | | | 43 | |
| 2 | | | Vornado Realty Trust, Series G, 6.625%, 02/03/14 @ | | | 55 | |
| 2 | | | Vornado Realty Trust, Series K, 5.700%, 07/18/17 @ | | | 36 | |
| | | | | | | | |
| | | | | | | 333 | |
| | | | | | | | |
| | | | Hotels — 2.9% | | | | |
| 12 | | | Ashford Hospitality Trust, Inc., Series D, 8.450%, 02/03/14 @ | | | 290 | |
| 31 | | | Strategic Hotels & Resorts, Inc., Series B, 8.250%, 02/03/14 @ | | | 724 | |
| 24 | | | Sunstone Hotel Investors, Inc., Series D, 8.000%, 04/06/16 @ | | | 590 | |
| | | | | | | | |
| | | | | | | 1,604 | |
| | | | | | | | |
| | | | Industrial — 0.7% | | | | |
| 9 | | | STAG Industrial, Inc., Series A, 9.000%, 11/02/16 @ | | | 239 | |
| 7 | | | Terreno Realty Corp., Series A, 7.750%, 07/19/17 @ | | | 169 | |
| | | | | | | | |
| | | | | | | 408 | |
| | | | | | | | |
| | | | Multifamily — 0.1% | | | | |
| 2 | | | Equity Lifestyle Properties, Inc., Series C, 6.750%, 09/07/17 @ | | | 53 | |
| | | | | | | | |
| | | | Office — 3.9% | | | | |
| 2 | | | Alexandria Real Estate Equities, Inc., Series E, 6.450%, 03/15/17 @ | | | 35 | |
| 15 | | | Boston Properties, Inc., 5.250%, 03/27/18 @ | | | 281 | |
| 10 | | | Brandywine Realty Trust, Series E, 6.900%, 04/11/17 @ | | | 218 | |
| | | | | | | | |
SHARES | | | SECURITY DESCRIPTION | | VALUE($) | |
| | | | | | | | |
| | | | | | | | |
| | | | Office — Continued | | | | |
| 11 | | | CommonWealth REIT, 7.500%, 11/15/19 | | | 231 | |
| 34 | | | Corporate Office Properties Trust, Series L, 7.375%, 06/27/17 @ | | | 805 | |
| 20 | | | Hudson Pacific Properties, Inc., Series B, 8.375%, 12/10/15 @ | | | 524 | |
| 5 | | | SL Green Realty Corp., Series I, 6.500%, 08/10/17 @ | | | 110 | |
| | | | | | | | |
| | | | | | | 2,204 | |
| | | | | | | | |
| | | | Regional Malls — 8.1% | | | | |
| 39 | | | CBL & Associates Properties, Inc., Series D, 7.375%, 02/03/14 @ | | | 926 | |
| 59 | | | General Growth Properties, Inc., Series A, 6.375%, 02/13/18 @ | | | 1,195 | |
| 8 | | | Glimcher Realty Trust, 6.875%, 03/27/18 @ | | | 173 | |
| 4 | | | Glimcher Realty Trust, Series G, 8.125%, 02/03/14 @ | | | 99 | |
| 18 | | | Glimcher Realty Trust, Series H, 7.500%, 08/10/17 @ | | | 406 | |
| 25 | | | Taubman Centers, Inc., Series J, 6.500%, 08/14/17 @ | | | 519 | |
| 63 | | | Taubman Centers, Inc., Series K, 6.250%, 03/15/18 @ | | | 1,246 | |
| | | | | | | | |
| | | | | | | 4,564 | |
| | | | | | | | |
| | | | Shopping Centers — 3.7% | | | | |
| 8 | | | DDR Corp., Series H, 7.375%, 02/03/14 @ | | | 212 | |
| 7 | | | DDR Corp., Series J, 6.500%, 08/01/17 @ | | | 148 | |
| 3 | | | DDR Corp., Series K, 6.250%, 04/09/18 @ | | | 53 | |
| 17 | | | Inland Real Estate Corp., Series A, 8.125%, 10/06/16 @ | | | 437 | |
| 14 | | | Kite Realty Group Trust, Series A, 8.250%, 12/07/15 @ | | | 354 | |
| 14 | | | Regency Centers Corp., Series 6, 6.625%, 02/16/17 @ | | | 302 | |
| 13 | | | Urstadt Biddle Properties, Inc., Series F, 7.125%, 10/24/17 @ | | | 291 | |
| 12 | | | Weingarten Realty Investors, Series F, 6.500%, 02/03/14 @ | | | 272 | |
| | | | | | | | |
| | | | | | | 2,069 | |
| | | | | | | | |
| | | | Storage — 1.2% | | | | |
| 16 | | | CubeSmart, Series A, 7.750%, 11/02/16 @ | | | 395 | |
| 8 | | | Public Storage, Series Q, 6.500%, 04/14/16 @ | | | 187 | |
| 4 | | | Public Storage, Series R, 6.350%, 07/26/16 @ | | | 97 | |
| | | | | | | | |
| | | | | | | 679 | |
| | | | | | | | |
| | | | Total Preferred Stocks (Cost $13,154) | | | 12,209 | |
| | | | | | | | |
SEE NOTES TO FINANCIAL STATEMENTS.
| | | | | | | | |
| | | |
DECEMBER 31, 2013 | | J.P. MORGAN SPECIALTY FUNDS | | | | | 7 | |
Security Capital U.S. Core Real Estate Securities Fund
SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF DECEMBER 31, 2013 (continued)
(Amounts in thousands)
| | | | | | | | |
SHARES | | | SECURITY DESCRIPTION | | VALUE($) | |
| | | | | | | | |
| Short-Term Investment — 2.6% | |
| | | | Investment Company — 2.6% | | | | |
| 1,488 | | | JPMorgan Prime Money Market Fund, Institutional Class Shares, 0.010% (b) (l) (Cost $1,488) | | | 1,488 | |
| | | | | | | | |
| | | | Total Investments — 100.1% (Cost $56,750) | | | 56,467 | |
| | | | Liabilities in Excess of Other Assets — (0.1)% | | | (81 | ) |
| | | | | | | | |
| | | | NET ASSETS — 100.0% | | $ | 56,386 | |
| | | | | | | | |
Percentages indicated are based on net assets.
NOTES TO SCHEDULE OF PORTFOLIO INVESTMENTS:
| | |
REIT | | — Real Estate Investment Trust |
| |
(a) | | — Non-income producing security. |
(b) | | — Investment in affiliate. Money market fund registered under the Investment Company Act of 1940, as amended, and advised by J.P. Morgan Investment Management Inc. |
(l) | | — The rate shown is the current yield as of December 31, 2013. |
@ | | — The date shown reflects the next call date on which the issuer may redeem the security at par value. The coupon rate for this security is based on par value and is currently in effect as of December 31, 2013. |
SEE NOTES TO FINANCIAL STATEMENTS.
| | | | | | |
| | | |
8 | | | | J.P. MORGAN SPECIALTY FUNDS | | DECEMBER 31, 2013 |
STATEMENT OF ASSETS AND LIABILITIES
AS OF DECEMBER 31, 2013
(Amounts in thousands, except per share amounts)
| | | | |
| | U.S. Core Real Estate Securities Fund | |
ASSETS: | | | | |
Investments in non-affiliates, at value | | $ | 54,979 | |
Investments in affiliates, at value | | | 1,488 | |
| | | | |
Total investment securities, at value | | | 56,467 | |
Receivables: | | | | |
Fund shares sold | | | 40 | |
Interest and dividends from non-affiliates | | | 352 | |
Dividends from affiliates | | | — | (a) |
| | | | |
Total Assets | | | 56,859 | |
| | | | |
| |
LIABILITIES: | | | | |
Payables: | | | | |
Investment securities purchased | | | 293 | |
Fund shares redeemed | | | 94 | |
Accrued liabilities: | | | | |
Investment advisory fees | | | 9 | |
Shareholder servicing fees | | | 10 | |
Distribution fees | | | 1 | |
Custodian and accounting fees | | | 13 | |
Audit Fees | | | 39 | |
Other | | | 14 | |
| | | | |
Total Liabilities | | | 473 | |
| | | | |
Net Assets | | $ | 56,386 | |
| | | | |
(a) | Amount rounds to less than $1,000. |
SEE NOTES TO FINANCIAL STATEMENTS.
| | | | | | | | |
| | | |
DECEMBER 31, 2013 | | J.P. MORGAN SPECIALTY FUNDS | | | | | 9 | |
STATEMENT OF ASSETS AND LIABILITIES
AS OF DECEMBER 31, 2013 (continued)
(Amounts in thousands, except per share amounts)
| | | | |
| | U.S. Core Real Estate Securities Fund | |
NET ASSETS: | | | | |
Paid-in-Capital | | $ | 57,518 | |
Accumulated undistributed (distributions in excess of) net investment income | | | 69 | |
Accumulated net realized gains (losses) | | | (918 | ) |
Net unrealized appreciation (depreciation) | | | (283 | ) |
| | | | |
Total Net Assets | | $ | 56,386 | |
| | | | |
| |
Net Assets: | | | | |
Class A | | $ | 4,270 | |
Class C | | | 88 | |
Class R5 | | | 58 | |
Class R6 | | | 7,630 | |
Select | | | 44,340 | |
| | | | |
Total | | $ | 56,386 | |
| | | | |
| |
Outstanding units of beneficial interest (shares) | | | | |
($0.0001 par value; unlimited number of shares authorized): | | | | |
Class A | | | 272 | |
Class C | | | 5 | |
Class R5 | | | 4 | |
Class R6 | | | 485 | |
Select | | | 2,820 | |
| |
Net Asset Value (a): | | | | |
Class A — Redemption price per share | | $ | 15.70 | |
Class C — Offering price per share (b) | | | 15.70 | |
Class R5 — Offering and redemption price per share | | | 15.73 | |
Class R6 — Offering and redemption price per share | | | 15.74 | |
Select — Offering and redemption price per share | | | 15.72 | |
Class A maximum sales charge | | | 5.25 | % |
Class A maximum public offering price per share | | | | |
[net asset value per share/(100% — maximum sales charge)] | | $ | 16.57 | |
| | | | |
| |
Cost of investments in non-affiliates | | $ | 55,262 | |
Cost of investments in affiliates | | | 1,488 | |
(a) | Per share amounts may not recalculate due to rounding of net assets and/or shares outstanding. |
(b) | Redemption price for Class C Shares varies based upon length of time the shares are held. |
SEE NOTES TO FINANCIAL STATEMENTS.
| | | | | | |
| | | |
10 | | | | J.P. MORGAN SPECIALTY FUNDS | | DECEMBER 31, 2013 |
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2013
(Amounts in thousands)
| | | | |
| | U.S. Core Real Estate Securities Fund | |
INVESTMENT INCOME: | | | | |
Interest income from non-affiliates | | $ | 265 | |
Dividend income from non-affiliates | | | 1,353 | |
Dividend income from affiliates | | | 6 | |
| | | | |
Total investment income | | | 1,624 | |
| | | | |
| |
EXPENSES: | | | | |
Investment advisory fees | | | 333 | |
Administration fees | | | 47 | |
Distribution fees: | | | | |
Class A | | | 11 | |
Class C | | | 1 | |
Shareholder servicing fees: | | | | |
Class A | | | 11 | |
Class C | | | — | (a) |
Class R5 | | | — | (a) |
Select | | | 116 | |
Custodian and accounting fees | | | 37 | |
Professional fees | | | 58 | |
Trustees’ and Chief Compliance Officer’s fees | | | 1 | |
Printing and mailing costs | | | 12 | |
Registration and filing fees | | | 76 | |
Transfer agent fees | | | 14 | |
Other | | | 7 | |
| | | | |
Total expenses | | | 724 | |
| | | | |
Less amounts waived | | | (47 | ) |
Less expense reimbursements | | | (169 | ) |
| | | | |
Net expenses | | | 508 | |
| | | | |
Net investment income (loss) | | | 1,116 | |
| | | | |
| |
REALIZED/UNREALIZED GAINS (LOSSES): | | | | |
Net realized gain (loss) on transactions from investments in non-affiliates | | | 734 | |
Change in net unrealized appreciation/depreciation of investments in non-affiliates | | | (2,160 | ) |
| | | | |
Net realized/unrealized gains (losses) | | | (1,426 | ) |
| | | | |
Change in net assets resulting from operations | | $ | (310 | ) |
| | | | |
(a) | Amount rounds to less than $1,000. |
SEE NOTES TO FINANCIAL STATEMENTS.
| | | | | | | | |
| | | |
DECEMBER 31, 2013 | | J.P. MORGAN SPECIALTY FUNDS | | | | | 11 | |
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIODS INDICATED
(Amounts in thousands)
| | | | | | | | |
| | U.S. Core Real Estate Securities Fund | |
| | Year Ended 12/31/2013 | | | Year Ended 12/31/2012 | |
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS: | | | | | | | | |
Net investment income (loss) | | $ | 1,116 | | | $ | 769 | |
Net realized gain (loss) | | | 734 | | | | 639 | |
Change in net unrealized appreciation/depreciation | | | (2,160 | ) | | | 1,635 | |
| | | | | | | | |
Change in net assets resulting from operations | | | (310 | ) | | | 3,043 | |
| | | | | | | | |
| | |
DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Class A | | | | | | | | |
From net investment income | | | (73 | ) | | | (60 | ) |
From net realized gains | | | (114 | ) | | | (67 | ) |
Return of capital | | | (4 | ) | | | | |
Class C | | | | | | | | |
From net investment income | | | (1 | ) | | | (1 | ) |
From net realized gains | | | (2 | ) | | | (1 | ) |
Return of capital | | | — | (a) | | | | |
Class R5 | | | | | | | | |
From net investment income | | | (2 | ) | | | (1 | ) |
From net realized gains | | | (1 | ) | | | (1 | ) |
Return of capital | | | — | (a) | | | | |
Class R6 | | | | | | | | |
From net investment income | | | (124 | ) | | | (1 | ) |
From net realized gains | | | (196 | ) | | | (1 | ) |
Return of capital | | | (5 | ) | | | | |
Select | | | | | | | | |
From net investment income | | | (900 | ) | | | (685 | ) |
From net realized gains | | | (1,187 | ) | | | (712 | ) |
Return of capital | | | (44 | ) | | | | |
| | | | | | | | |
Total distributions to shareholders | | | (2,653 | ) | | | (1,530 | ) |
| | | | | | | | |
| | |
CAPITAL TRANSACTIONS: | | | | | | | | |
Change in net assets resulting from capital transactions | | | 13,941 | | | | 33,947 | |
| | | | | | | | |
| | |
NET ASSETS: | | | | | | | | |
Change in net assets | | | 10,978 | | | | 35,460 | |
Beginning of period | | | 45,408 | | | | 9,948 | |
| | | | | | | | |
End of period | | $ | 56,386 | | | $ | 45,408 | |
| | | | | | | | |
Accumulated undistributed (distributions in excess of) net investment income | | $ | 69 | | | $ | 48 | |
| | | | | | | | |
(a) | Amount rounds to less than $1,000. |
SEE NOTES TO FINANCIAL STATEMENTS.
| | | | | | |
| | | |
12 | | | | J.P. MORGAN SPECIALTY FUNDS | | DECEMBER 31, 2013 |
| | | | | | | | |
| | U.S. Core Real Estate Securities Fund | |
| | Year Ended 12/31/2013 | | | Year Ended 12/31/2012 | |
CAPITAL TRANSACTIONS: | | | | | | | | |
Class A | | | | | | | | |
Proceeds from shares issued | | $ | 488 | | | $ | 1,020 | |
Distributions reinvested | | | 191 | | | | 127 | |
Cost of shares redeemed | | | (96 | ) | | | (60 | ) |
| | | | | | | | |
Change in net assets resulting from Class A capital transactions | | $ | 583 | | | $ | 1,087 | |
| | | | | | | | |
Class C | | | | | | | | |
Proceeds from shares issued | | $ | 33 | | | $ | — | |
Distributions reinvested | | | 3 | | | | 2 | |
Cost of shares redeemed | | | — | (a) | | | — | |
| | | | | | | | |
Change in net assets resulting from Class C capital transactions | | $ | 36 | | | $ | 2 | |
| | | | | | | | |
Class R5 | | | | | | | | |
Distributions reinvested | | $ | 3 | | | $ | 2 | |
| | | | | | | | |
Change in net assets resulting from Class R5 capital transactions | | $ | 3 | | | $ | 2 | |
| | | | | | | | |
Class R6 | | | | | | | | |
Proceeds from shares issued | | $ | 9,609 | | | $ | — | |
Distributions reinvested | | | 325 | | | | 2 | |
Cost of shares redeemed | | | (1,702 | ) | | | — | |
| | | | | | | | |
Change in net assets resulting from Class R6 capital transactions | | $ | 8,232 | | | $ | 2 | |
| | | | | | | | |
Select | | | | | | | | |
Proceeds from shares issued | | $ | 11,609 | | | $ | 31,899 | |
Distributions reinvested | | | 2,005 | | | | 1,334 | |
Cost of shares redeemed | | | (8,527 | ) | | | (379 | ) |
| | | | | | | | |
Change in net assets resulting from Select capital transactions | | $ | 5,087 | | | $ | 32,854 | |
| | | | | | | | |
Total change in net assets resulting from capital transactions | | $ | 13,941 | | | $ | 33,947 | |
| | | | | | | | |
(a) | Amount rounds to less than $1,000. |
SEE NOTES TO FINANCIAL STATEMENTS.
| | | | | | | | |
| | | |
DECEMBER 31, 2013 | | J.P. MORGAN SPECIALTY FUNDS | | | | | 13 | |
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIODS INDICATED (continued)
(Amounts in thousands)
| | | | | | | | |
| | U.S. Core Real Estate Securities Fund | |
| | Year Ended 12/31/2013 | | | Year Ended 12/31/2012 | |
SHARE TRANSACTIONS: | | | | | | | | |
Class A | | | | | | | | |
Issued | | | 30 | | | | 62 | |
Reinvested | | | 12 | | | | 8 | |
Redeemed | | | (6 | ) | | | (4 | ) |
| | | | | | | | |
Change in Class A Shares | | | 36 | | | | 66 | |
| | | | | | | | |
Class C | | | | | | | | |
Issued | | | 2 | | | | — | |
Reinvested | | | — | (a) | | | — | (a) |
Redeemed | | | — | (a) | | | — | |
| | | | | | | | |
Change in Class C Shares | | | 2 | | | | — | (a) |
| | | | | | | | |
Class R5 | | | | | | | | |
Reinvested | | | 1 | | | | — | (a) |
| | | | | | | | |
Change in Class R5 Shares | | | 1 | | | | — | (a) |
| | | | | | | | |
Class R6 | | | | | | | | |
Issued | | | 564 | | | | — | |
Reinvested | | | 20 | | | | — | (a) |
Redeemed | | | (102 | ) | | | — | |
| | | | | | | | |
Change in Class R6 Shares | | | 482 | | | | — | (a) |
| | | | | | | | |
Select | | | | | | | | |
Issued | | | 679 | | | | 1,984 | |
Reinvested | | | 125 | | | | 82 | |
Redeemed | | | (510 | ) | | | (23 | ) |
| | | | | | | | |
Change in Select Shares | | | 294 | | | | 2,043 | |
| | | | | | | | |
(a) | Amount rounds to less than 1,000. |
SEE NOTES TO FINANCIAL STATEMENTS.
| | | | | | |
| | | |
14 | | | | J.P. MORGAN SPECIALTY FUNDS | | DECEMBER 31, 2013 |
THIS PAGE IS INTENTIONALLY LEFT BLANK
| | | | | | | | |
| | | |
DECEMBER 31, 2013 | | J.P. MORGAN SPECIALTY FUNDS | | | | | 15 | |
FINANCIAL HIGHLIGHTS
FOR THE PERIODS INDICATED
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Per share operating performance | |
| | | | | Investment operations | | | Distributions | |
| | Net asset value, beginning of period | | | Net investment income (loss) | | | Net realized and unrealized gains (losses) on investments | | | Total from investment operations | | | Net investment income | | | Net realized gain | | | Return of capital | | | Total distributions | |
U.S. Core Real Estate Securities Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year Ended December 31, 2013 | | $ | 16.36 | | | $ | 0.29 | (f) | | $ | (0.21 | ) | | $ | 0.08 | | | $ | (0.28 | ) | | $ | (0.44 | ) | | $ | (0.02 | ) | | $ | (0.74 | ) |
Year Ended December 31, 2012 | | | 14.98 | | | | 0.34 | (f) | | | 1.62 | | | | 1.96 | | | | (0.29 | ) | | | (0.29 | ) | | | — | | | | (0.58 | ) |
August 31, 2011 (g) through December 31, 2011 | | | 15.00 | | | | 0.35 | (f) | | | (0.23 | ) | | | 0.12 | | | | (0.10 | ) | | | — | (h) | | | (0.04 | ) | | | (0.14 | ) |
| | | | | | | | |
Class C | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year Ended December 31, 2013 | | | 16.37 | | | | 0.22 | (f) | | | (0.22 | ) | | | — | (h) | | | (0.21 | ) | | | (0.44 | ) | | | (0.02 | ) | | | (0.67 | ) |
Year Ended December 31, 2012 | | | 15.00 | | | | 0.25 | (f) | | | 1.62 | | | | 1.87 | | | | (0.21 | ) | | | (0.29 | ) | | | — | | | | (0.50 | ) |
August 31, 2011 (g) through December 31, 2011 | | | 15.00 | | | | 0.11 | (f) | | | (0.01 | ) | | | 0.10 | | | | (0.06 | ) | | | — | (h) | | | (0.04 | ) | | | (0.10 | ) |
| | | | | | | | |
Class R5 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year Ended December 31, 2013 | | | 16.39 | | | | 0.37 | (f) | | | (0.22 | ) | | | 0.15 | | | | (0.35 | ) | | | (0.44 | ) | | | (0.02 | ) | | | (0.81 | ) |
Year Ended December 31, 2012 | | | 15.00 | | | | 0.41 | (f) | | | 1.62 | | | | 2.03 | | | | (0.35 | ) | | | (0.29 | ) | | | — | | | | (0.64 | ) |
August 31, 2011 (g) through December 31, 2011 | | | 15.00 | | | | 0.16 | (f) | | | (0.02 | ) | | | 0.14 | | | | (0.10 | ) | | | — | (h) | | | (0.04 | ) | | | (0.14 | ) |
| | | | | | | | |
Class R6 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year Ended December 31, 2013 | | | 16.39 | | | | 0.43 | (f) | | | (0.26 | ) | | | 0.17 | | | | (0.36 | ) | | | (0.44 | ) | | | (0.02 | ) | | | (0.82 | ) |
Year Ended December 31, 2012 | | | 15.00 | | | | 0.42 | (f) | | | 1.62 | | | | 2.04 | | | | (0.36 | ) | | | (0.29 | ) | | | — | | | | (0.65 | ) |
August 31, 2011 (g) through December 31, 2011 | | | 15.00 | | | | 0.16 | (f) | | | (0.02 | ) | | | 0.14 | | | | (0.10 | ) | | | — | (h) | | | (0.04 | ) | | | (0.14 | ) |
| | | | | | | | |
Select | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year Ended December 31, 2013 | | | 16.38 | | | | 0.33 | (f) | | | (0.21 | ) | | | 0.12 | | | | (0.32 | ) | | | (0.44 | ) | | | (0.02 | ) | | | (0.78 | ) |
Year Ended December 31, 2012 | | | 15.00 | | | | 0.41 | (f) | | | 1.59 | | | | 2.00 | | | | (0.33 | ) | | | (0.29 | ) | | | — | | | | (0.62 | ) |
August 31, 2011 (g) through December 31, 2011 | | | 15.00 | | | | 0.19 | (f) | | | (0.05 | ) | | | 0.14 | | | | (0.10 | ) | | | — | (h) | | | (0.04 | ) | | | (0.14 | ) |
(a) | Annualized for periods less than one year. |
(b) | Not annualized for periods less than one year. |
(c) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
(d) | Includes earnings credits and interest expense, if applicable, each of which is less than 0.01% unless otherwise noted. |
(e) | Portfolio turnover is calculated by dividing the lesser of total purchases or sales of portfolio securities for the reporting period by the monthly average value of portfolio securities owned during the reporting period. Excluded from both the numerator and denominator are amounts relating to derivatives and securities whose maturities or expiration dates at the time of acquisition were one year or less. |
(f) | Calculated based upon average shares outstanding. |
(g) | Commencement of operations. |
(h) | Amount rounds to less than $0.01. |
(i) | Certain non-recurring expenses incurred by the Fund were not annualized for the period ended December 31, 2011. |
(j) | The Net investment income (loss) ratios for Class A and Select Class are disproportionate due to the timing of shareholder capital transactions and when the Fund earned income over the period. |
(k) | Ratios are disproportionate between classes due to the size of net assets and fixed expense. |
SEE NOTES TO FINANCIAL STATEMENTS.
| | | | | | |
| | | |
16 | | | | J.P. MORGAN SPECIALTY FUNDS | | DECEMBER 31, 2013 |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Ratios/Supplemental data | |
| | | | | | | | | Ratios to average net assets (a) | | | | |
Net asset value, end of period | | | Total return (excludes sales charge) (b)(c) | | | Net assets, end of period (000’s) | | | Net expenses (d) | | | Net investment income (loss) | | | Expenses without waivers, reimbursements and earnings credits | | | Portfolio turnover rate (b)(e) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 15.70 | | | | 0.46 | % | | $ | 4,270 | | | | 1.17 | % | | | 1.75 | % | | | 1.56 | % | | | 106 | % |
| 16.36 | | | | 13.14 | | | | 3,867 | | | | 1.17 | | | | 2.11 | | | | 2.33 | | | | 74 | |
| 14.98 | | | | 0.83 | | | | 2,548 | | | | 1.18 | (i) | | | 7.03 | (i)(j) | | | 5.74 | (i)(k) | | | 8 | |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 15.70 | | | | (0.04 | ) | | | 88 | | | | 1.67 | | | | 1.30 | | | | 2.05 | | | | 106 | |
| 16.37 | | | | 12.53 | | | | 57 | | | | 1.67 | | | | 1.56 | | | | 2.90 | | | | 74 | |
| 15.00 | | | | 0.69 | | | | 50 | | | | 1.68 | (i) | | | 2.29 | (i) | | | 11.12 | (i)(k) | | | 8 | |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 15.73 | | | | 0.87 | | | | 58 | | | | 0.72 | | | | 2.18 | | | | 1.11 | | | | 106 | |
| 16.39 | | | | 13.65 | | | | 57 | | | | 0.72 | | | | 2.52 | | | | 1.94 | | | | 74 | |
| 15.00 | | | | 1.01 | | | | 50 | | | | 0.73 | (i) | | | 3.24 | (i) | | | 10.27 | (i)(k) | | | 8 | |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 15.74 | | | | 0.98 | | | | 7,630 | | | | 0.67 | | | | 2.60 | | | | 1.04 | | | | 106 | |
| 16.39 | | | | 13.70 | | | | 57 | | | | 0.67 | | | | 2.57 | | | | 1.89 | | | | 74 | |
| 15.00 | | | | 1.02 | | | | 51 | | | | 0.68 | (i) | | | 3.29 | (i) | | | 10.22 | (i)(k) | | | 8 | |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 15.72 | | | | 0.69 | | | | 44,340 | | | | 0.92 | | | | 1.98 | | | | 1.31 | | | | 106 | |
| 16.38 | | | | 13.42 | | | | 41,370 | | | | 0.92 | | | | 2.53 | | | | 1.91 | | | | 74 | |
| 15.00 | | | | 0.97 | | | | 7,249 | | | | 0.93 | (i) | | | 3.82 | (i)(j) | | | 9.39 | (i)(k) | | | 8 | |
SEE NOTES TO FINANCIAL STATEMENTS.
| | | | | | | | |
| | | |
DECEMBER 31, 2013 | | J.P. MORGAN SPECIALTY FUNDS | | | | | 17 | |
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2013
1. Organization
JPMorgan Trust I (the “Trust”) was formed on November 12, 2004, as Delaware statutory trust, pursuant to a Declaration of Trust dated November 5, 2004 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company.
The following is a separate fund of the Trust (the “Fund”) covered by this report:
| | | | |
Fund | | Classes Offered | | Diversified/Non-Diversified |
Security Capital U.S. Core Real Estate Securities Fund | | Class A, Class C, Class R5, Class R6 and Select Class | | Non-Diversified |
The investment objective of the Fund is to seek a risk-adjusted total return over the long term by investing primarily in real estate securities.
Class A Shares generally provide for a front-end sales charge while Class C Shares provide for a contingent deferred sales charge (“CDSC”). No sales charges are assessed with respect to Class R5, Class R6 and Select Class Shares. All classes of shares have equal rights as to earnings, assets and voting privileges, except that each class may bear different distribution and shareholder servicing fees and each class has exclusive voting rights with respect to its distribution plan and shareholder servicing agreements. Certain Class A Shares, for which front-end sales charges have been waived, may be subject to a CDSC as described in the Fund’s prospectus.
2. Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The policies are in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
A. Valuation of Investments — Equity securities listed on a North American, Central American, South American or Caribbean securities exchange shall generally be valued at the last sale price on the exchange on which the security is principally traded that is reported before the time when the net assets of the Fund are valued. Securities listed on the NASDAQ Stock Market LLC are generally valued at the NASDAQ Official Closing Price. Fixed income securities (other than certain short-term investments maturing in less than 61 days) are valued each day based on prices received from independent or affiliated pricing services approved by the Board of Trustees or third party broker-dealers. The pricing services or broker-dealers use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services or broker-dealers may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services or broker-dealers also utilize proprietary valuation models which may consider market transactions in comparable securities and the various relationships between securities in determining fair value and/or market characteristics such as benchmark yield curves, option-adjusted spreads, credit spreads, estimated default rates, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair values. Generally, short-term investments of sufficient credit quality maturing in less than 61 days are valued at amortized cost, which approximates fair value. Investments in open-end investment companies are valued at each investment company’s net asset value per share (“NAV”) as of the report date.
Certain investments of the Fund may, depending upon market conditions, trade in relatively thin markets and/or in markets that experience significant volatility. As a result of these conditions, the prices used by the Fund to value these securities may differ from the value that would be realized if these securities were sold, and the differences could be material. Futures and options are generally valued on the basis of available market quotations. Swaps and other derivatives are valued daily, primarily using independent or affiliated pricing services approved by the Board of Trustees. If valuations are not available from such pricing services or values received are deemed not representative of fair value, values will be obtained from a third party broker-dealer or counterparty.
Securities or other assets for which market quotations are not readily available or for which market quotations are deemed to not represent the fair value of the security or asset at the time of pricing (including certain illiquid securities) are fair valued in accordance with procedures established by and under the supervision and responsibility of the Board of Trustees. The Board of Trustees has established an Audit and Valuation Committee to assist with the oversight of the valuation of the Fund’s securities. JPMorgan Funds Management, Inc. (the “Administrator” or “JPMFM”) (“JPMorgan”), has established a Valuation Committee (“VC”) that is comprised of senior representatives from JPMFM, J.P. Morgan Investment Management Inc., (“JPMIM”), and J.P. Morgan Asset Management’s Legal, Compliance and Risk Management groups and the Fund’s Chief Compliance Officer. The VC’s responsibilities include making determinations regarding Level 3 fair value measurements (“Fair Values”) and/or providing recommendations for approval to the Board of Trustees’ Audit and Valuation Committee, in accordance with the Fund’s valuation policies.
The VC or Board of Trustees, as applicable, primarily employs a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. The VC or Board of Trustees may also use an income-based valuation approach in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Valuations may be based upon current market prices of securities that are comparable in coupon, rating, maturity and industry.
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18 | | | | J.P. MORGAN SPECIALTY FUNDS | | DECEMBER 31, 2013 |
It is possible that the estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and such differences could be material. JPMFM and JPMIM are responsible for monitoring developments that may impact Fair Values and for discussing and assessing Fair Values on an ongoing, and at least a quarterly, basis with the VC and Board of Trustees, as applicable. The appropriateness of Fair Values is assessed based on results of unchanged price review and consideration of macro or security specific events, back testing and broker and vendor due diligence.
Valuations reflected in this report are as of the report date. As a result, changes in valuation due to market events and/or issuer related events after the report date and prior to issuance of the report, are not reflected herein.
The various inputs that are used in determining the fair value of the Fund’s investments are summarized into the three broad levels listed below.
Ÿ | | Level 1 — quoted prices in active markets for identical securities |
Ÿ | | Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) |
Ÿ | | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input, both individually and in the aggregate, that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following table represents each valuation input as presented on the Schedule of Portfolio Investments (“SOI”) (amounts in thousands):
| | | | | | | | | | | | | | | | |
| | Level 1 Quoted prices | | | Level 2 Other significant observable inputs | | | Level 3 Significant unobservable inputs | | | Total | |
Investments in Securities | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 33,508 | | | $ | — | | | $ | — | | | $ | 33,508 | |
Preferred Stocks | | | 12,209 | | | | — | | | | — | | | | 12,209 | |
Corporate Bonds | | | — | | | | 9,262 | | | | — | | | | 9,262 | |
Short-Term Investment | | | | | | | | | | | | | | | | |
Investment Company | | | 1,488 | | | | — | | | | — | | | | 1,488 | |
| | | | | | | | | | | | | | | | |
Total Investments in Securities | | $ | 47,205 | | | $ | 9,262 | | | $ | — | | | $ | 56,467 | |
| | | | | | | | | | | | | | | | |
There were no transfers among any levels during the year ended December 31, 2013.
B. Security Transactions and Investment Income — Investment transactions are accounted for on the trade date (the date the order to buy or sell is executed). Securities gains and losses are calculated on a specifically identified cost basis. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts for amortization of premiums and accretion of discounts. Dividend income, net of foreign taxes withheld, if any, are recorded on the ex-dividend date or when the Fund first learns of the dividend.
To the extent such information is publicly available, the Fund records distributions received in excess of income earned from underlying investments as a reduction of cost of investments and/or realized gain. Such amounts are based on estimates if actual amounts are not available and actual amounts of income, realized gain and return of capital may differ from the estimated amounts. The Fund adjusts the estimated amounts of the components of distributions (and consequently their net investment income) as necessary once the issuers provide information about the actual composition of the distributions.
C. Allocation of Income and Expenses — Expenses directly attributable to a fund are charged directly to that fund, while the expenses attributable to more than one fund of the Trust are allocated among the respective funds. In calculating the NAV of each class, investment income, realized and unrealized gains and losses and expenses, other than class specific expenses, are allocated daily to each class of shares based upon the proportion of net assets of each class at the beginning of each day.
D. Federal Income Taxes — The Fund is treated as a separate taxable entity for Federal income tax purposes. The Fund’s policy is to comply with the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to regulated investment companies and to distribute to shareholders all of its distributable net investment income and net realized gain on investments. Accordingly, no provision for Federal income tax is necessary. Management has reviewed the Fund’s tax positions for all open tax years and has determined that as of December 31, 2013, no liability for income tax is required in the Fund’s financial statements for net unrecognized tax benefits. However, management’s conclusions may be subject to future review based on changes in, or the interpretation of, the accounting standards or tax laws and regulations. The Fund’s Federal tax returns for the prior three fiscal years, or since inception if shorter, remain subject to examination by the Internal Revenue Service.
E. Distributions to Shareholders — Distributions from net investment income are generally declared and paid quarterly and are declared separately for each class. No class has preferential dividend rights; differences in per share rates are due to differences in separate class expenses. Net realized capital gains, if any, are distributed at least annually. The amount of distributions from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations, which may differ from GAAP. To the extent these “book/tax” differences are permanent in nature (i.e., that they result from other than timing of recognition — “temporary differences”), such amounts are reclassified within the capital accounts based on their Federal tax-basis treatment.
| | | | | | | | |
| | | |
DECEMBER 31, 2013 | | J.P. MORGAN SPECIALTY FUNDS | | | | | 19 | |
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2013 (continued)
The following amounts were reclassified within the capital accounts (amounts in thousands):
| | | | | | | | | | | | |
| | Paid-in-Capital | | | Accumulated undistributed (distributions in excess of) net investment income | | | Accumulated net realized gains (losses) | |
| | $ | (— | )(a) | | $ | 5 | | | $ | (5 | ) |
The reclassifications for the Fund relate primarily to redesignation of distributions.
(a) | Amount rounds to less than $1,000. |
3. Fees and Other Transactions with Affiliates
A. Investment Advisory Fee — Pursuant to the Investment Advisory Agreement, Security Capital Research & Management Incorporated (the “Adviser”) acts as the investment adviser to the Fund. The Adviser is a direct, wholly-owned subsidiary of JPMorgan Asset Management Holdings Inc. The Adviser supervises the investments of the Fund and for such services is paid a fee. The fee is accrued daily and paid monthly based on the Fund’s average daily net assets at an annual rate of 0.60%.
B. Administration Fee — Pursuant to an Administration Agreement, the Administrator, an indirect, wholly-owned subsidiary of JPMorgan provides certain administration services to the Fund. In consideration of these services, the Administrator receives a fee accrued daily and paid monthly at an annual rate of 0.15% of the first $25 billion of the average daily net assets of all funds in the J.P. Morgan Funds Complex covered by the Administration Agreement (excluding certain funds of funds and money market funds) and 0.075% of the average daily net assets in excess of $25 billion of all such funds. For the year ended December 31, 2013, the effective rate was 0.08% of the Fund’s average daily net assets, notwithstanding any fee waivers and/or expense reimbursements.
The Administrator waived Administration fees as outlined in Note 3.F.
JPMorgan Chase Bank, N.A. (“JPMCB”), a wholly-owned subsidiary of JPMorgan, serves as the Fund’s sub-administrator (the “Sub-administrator”). For its services as Sub-administrator, JPMCB receives a portion of the fees payable to the Administrator.
C. Distribution Fees — Pursuant to a Distribution Agreement, JPMorgan Distribution Services, Inc. (the “Distributor”), a wholly-owned subsidiary of JPMorgan, serves as the Trust’s exclusive underwriter and promotes and arranges for the sale of the Fund’s shares.
The Board of Trustees has adopted a Distribution Plan (the “Distribution Plan”) for Class A and Class C Shares of the Fund in accordance with Rule 12b-1 under the 1940 Act. The Distribution Plan provides that each Fund shall pay distribution fees, including payments to the Distributor, at annual rates of 0.25% and 0.75% of the average daily net assets of Class A and Class C Shares, respectively.
In addition, the Distributor is entitled to receive the front-end sales charges from purchases of Class A Shares and the CDSC from the redemptions of Class C Shares and certain Class A Shares for which front-end sales charges have been waived. For the year ended December 31, 2013, the Distributor retained the following amounts (in thousands):
| | | | | | | | |
| | Front-End Sales Charges | | | CDSC | |
| | $ | — | (a) | | $ | — | |
(a) | Amount rounds to less than $1,000. |
D. Shareholder Servicing Fees — The Trust, on behalf of the Fund, has entered into a Shareholder Servicing Agreement with the Distributor under which the Distributor provides certain support services to the shareholders. The Class R6 Shares do not participate in the Shareholder Servicing Agreement. For performing these services, the Distributor receives a fee that is accrued daily and paid monthly equal to a percentage of the average daily net assets as shown in the table below:
| | | | | | | | | | | | | | | | |
| | Class A | | | Class C | | | Class R5 | | | Select Class | |
| | | 0.25 | % | | | 0.25 | % | | | 0.05 | % | | | 0.25 | % |
The Distributor has entered into shareholder services contracts with affiliated and unaffiliated financial intermediaries who provide shareholder services and other related services to their clients or customers who invest in the Fund under which the Distributor will pay all or a portion of such fees earned to financial intermediaries for performing such services.
The Distributor waived Shareholder Servicing fees as outlined in Note 3.F.
E. Custodian and Accounting Fees — JPMCB provides portfolio custody and accounting services to the Fund. The amounts paid directly to JPMCB by the Fund for custody and accounting services are included in Custodian and accounting fees in the Statement of Operations. Payments to the custodian may be reduced by credits earned by the Fund, based on uninvested cash balances held by the custodian. Such earnings credits, if any, are presented separately in the Statement of Operations.
Interest expense, if any, paid to the custodian related to cash overdrafts is included in Interest expense to affiliates in the Statement of Operations.
| | | | | | |
| | | |
20 | | | | J.P. MORGAN SPECIALTY FUNDS | | DECEMBER 31, 2013 |
F. Waivers and Reimbursements — The Adviser, Administrator and Distributor have contractually agreed to waive fees and/or reimburse the Fund to the extent that total annual operating expenses (excluding acquired fund fees and expenses, dividend expenses related to short sales, interest, taxes, expenses related to litigation and potential litigation, extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed the percentages of the Fund’s respective average daily net assets as shown in the table below:
| | | | | | | | | | | | | | | | | | | | |
| | Class A | | | Class C | | | Class R5 | | | Class R6 | | | Select Class | |
| | | 1.18 | % | | | 1.68 | % | | | 0.73 | % | | | 0.68 | % | | | 0.93 | % |
The expense limitation agreement was in effect for the year ended December 31, 2013. The contractual expense limitation percentages in the table above are in place until at least April 30, 2014.
For the year ended December 31, 2013, the Fund’s service providers waived fees and/or reimbursed expenses for the Fund as follows (amounts in thousands). None of these parties expect the Fund to repay any such waived fees and reimbursed expenses in future years.
| | | | | | | | | | | | | | | | |
| | Contractual Waivers | | | | |
| | Administration | | | Shareholder Servicing | | | Total | | | Contractual Reimbursements | |
| | $ | 41 | | | $ | — | | | $ | 41 | | | $ | 169 | |
Additionally, the Fund may invest in one or more money market funds advised by the Adviser or its affiliates. The Adviser, Administrator and Distributor, as shareholder servicing agent, waive fees in an amount sufficient to offset the respective fees each charges to the affiliated money market fund on the Fund’s investment in such affiliated money market fund. A portion of the waiver and/or reimbursement is voluntary.
The amount of waivers resulting from investments in these money market funds for the year ended December 31, 2013 was approximately $6,000.
G. Other — Certain officers of the Trust are affiliated with the Adviser, the Administrator and the Distributor. Such officers, with the exception of the Chief Compliance Officer, receive no compensation from the Fund for serving in their respective roles.
The Board of Trustees appointed a Chief Compliance Officer to the Fund in accordance with Federal securities regulations. The Fund, along with other affiliated funds, makes reimbursement payments, on a pro-rata basis, to the Administrator for a portion of the fees associated with the Office of the Chief Compliance Officer. Such fees are included in Trustees’ and Chief Compliance Officer’s fees in the Statement of Operations.
The Trust adopted a Trustee Deferred Compensation Plan (the “Plan”) which allows the Independent Trustees to defer the receipt of all or a portion of compensation related to performance of their duties as Trustees. The deferred fees are invested in various J.P. Morgan Funds until distribution in accordance with the Plan.
During the year ended December 31, 2013, the Fund may have purchased securities from an underwriting syndicate in which the principal underwriter or members of the syndicate are affiliated with the Adviser.
The Fund may use related party broker-dealers. For the year ended December 31, 2013, the Fund did not incur any brokerage commissions with broker-dealers affiliated with the Adviser.
The Securities and Exchange Commission (“SEC”) has granted an exemptive order permitting the Fund to engage in principal transactions with J.P. Morgan Securities, Inc., an affiliated broker, involving taxable money market instruments, subject to certain conditions.
4. Investment Transactions
During the year ended December 31, 2013, purchases and sales of investments (excluding short-term investments) were as follows (amounts in thousands):
| | | | | | | | |
| | Purchases (excluding U.S. Government) | | | Sales (excluding U.S. Government) | |
| | $ | 68,619 | | | $ | 54,554 | |
During the year ended December 31, 2013, there were no purchases or sales of U.S. Government securities.
5. Federal Income Tax Matters
For Federal income tax purposes, the cost and unrealized appreciation (depreciation) in value of investment securities held at December 31, 2013 were as follows (amounts in thousands):
| | | | | | | | | | | | | | | | |
| | Aggregate Cost | | | Gross Unrealized Appreciation | | | Gross Unrealized Depreciation | | | Net Unrealized Appreciation (Depreciation) | |
| | $ | 57,565 | | | $ | 972 | | | $ | 2070 | | | $ | (1,098 | ) |
The difference between book and tax basis appreciation (depreciation) on investments is primarily attributed to wash sale loss deferrals.
| | | | | | | | |
| | | |
DECEMBER 31, 2013 | | J.P. MORGAN SPECIALTY FUNDS | | | | | 21 | |
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2013 (continued)
The tax character of distributions paid during the year ended December 31, 2013 was as follows (amounts in thousands):
| | | | | | | | | | | | | | | | |
| | Ordinary Income | | | Net Long-Term Capital Gains | | | Return of Capital | | | Total Distributions Paid | |
| | $ | 1,577 | | | $ | 1,023 | | | $ | 53 | | | $ | 2,653 | |
The tax character of distributions paid during the year ended December 31, 2012 was as follows (amounts in thousands):
| | | | | | | | | | | | |
| | Ordinary Income | | | Net Long-Term Capital Gains | | | Total Distributions Paid | |
| | $ | 1,351 | | | $ | 179 | | | $ | 1,530 | |
As of December 31, 2013, the components of net assets (excluding paid-in-capital) on a tax basis were as follows (amounts in thousands):
| | | | | | | | | | | | |
| | Current Distributable Ordinary Income | | | Current Distributable Long-Term Capital Gain or (Tax Basis Capital Loss Carryover) | | | Unrealized Appreciation (Depreciation) | |
| | $ | — | | | $ | — | | | $ | (1,098 | ) |
The cumulative timing differences primarily consist of wash sale loss deferrals, Deferred REIT Dividends and post-October loss deferrals.
Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized by the Fund are carried forward indefinitely, and retain their character as short-term and/or long-term losses.
As of December 31, 2013, the Fund did not have any post-enactment net capital loss carryforwards.
6. Borrowings
The Fund relies upon an exemptive order granted by the SEC (the “Order”) permitting the establishment and operation of an Interfund Lending Facility (the “Facility”). The Facility allows the Fund to directly lend and borrow money to or from any other fund relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are taken primarily for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to the Fund’s borrowing restrictions. The Interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. The Order was granted to JPMorgan Trust II and may be relied upon by the Fund because the Fund and the series of JPMorgan Trust II are all investment companies in the same “group of investment companies” (as defined in Section 12 (d)(1)(G) of the 1940 Act).
In addition, the Trust and JPMCB have entered into a financing arrangement. Under this arrangement, JPMCB provides an unsecured, uncommitted credit facility in the aggregate amount of $100 million to certain of the J.P. Morgan Funds, including the Fund. Advances under the arrangement are taken primarily for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to the Fund’s borrowing restrictions. Interest on borrowings is payable at a rate determined by JPMCB at the time of borrowing. This agreement has been extended until November 10, 2014.
The Fund had no borrowings outstanding from another fund or from the unsecured, uncommitted credit facility at December 31, 2013 or at any time during the year then ended.
Interest expense paid, if any, as a result of borrowings from another fund or from the unsecured, uncommitted credit facility is included in Interest expense to affiliates in the Statement of Operations.
7. Risks, Concentrations and Indemnifications
In the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown. The amount of exposure would depend on future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
Additionally, the Fund has shareholders, which are accounts maintained by financial intermediaries on behalf of their clients, that own a significant portion of the Fund’s outstanding shares.
Significant shareholder transactions by these shareholders, if any, may impact the Fund’s performance.
Because the Fund may invest a substantial portion of their assets in REITs, the Fund may be subject to certain risks similar to those associated with direct investments in real estate. REITs may be affected by changes in the value of their underlying properties and by defaults by tenants. REITs depend generally on their ability to generate cash flow to make distributions to shareholders, and certain REITs have self-liquidation provisions by which mortgages held may be paid in full and distributions of capital returns may be made at any time.
The Fund is subject to interest rate and credit risk. The value of debt securities may decline as interest rates increase. The Fund could lose money if the issuer of a fixed income security is unable to pay interest or repay principal when it is due. The ability of the issuers of debt to meet their obligations may be affected by the economic and political developments in a specific industry or region.
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22 | | | | J.P. MORGAN SPECIALTY FUNDS | | DECEMBER 31, 2013 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees of JPMorgan Trust I and Shareholders of Security Capital U.S. Core Real Estate Securities Fund:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Security Capital U.S. Core Real Estate Securities Fund (a separate Fund of JPMorgan Trust I) (hereafter referred to as the “Fund”) at December 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
February 26, 2014
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DECEMBER 31, 2013 | | J.P. MORGAN SPECIALTY FUNDS | | | | | 23 | |
TRUSTEES
(Unaudited)
The Funds’ Statement of Additional Information includes additional information about the Funds’ Trustees and is available, without charge, upon request by calling 1-800-480-4111 or on the J.P. Morgan Funds’ website at www.jpmorganfunds.com.
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Name (Year of Birth); Positions With the Funds (1) | | Principal Occupations During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Trustee (2) | | Other Directorships Held Outside Fund Complex During Past 5 Years |
Independent Trustees | | |
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John F. Finn (1947); Trustee of Trust since 2005; Trustee of heritage One Group Mutual Funds since 1998. | | Chairman (1985-present), President and Chief Executive Officer, Gardner, Inc. (supply chain management company serving industrial and consumer markets) (1974-present). | | 170 | | Director, Cardinal Health, Inc. (CAH) (1994-present); Director, Greif, Inc. (GEF) (industrial package products and services) (2007-present); Trustee, Columbus Association for the Performing Arts. |
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Dr. Matthew Goldstein (1941); Chairman since 2013; Trustee of Trust since 2005; Trustee of heritage J.P. Morgan Funds since 2003. | | Professor, City University of New York (effective 7/1/13); Chancellor, City University of New York (1999-2013); President, Adelphi University (New York) (1998-1999). | | 170 | | Trustee, Museum of Jewish Heritage (2011-present). |
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Robert J. Higgins (1945); Trustee of Trust since 2005; Trustee of heritage J.P. Morgan Funds since 2002. | | Retired; Director of Administration of the State of Rhode Island (2003-2004); President — Consumer Banking and Investment Services, Fleet Boston Financial (1971-2001). | | 170 | | None |
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Peter C. Marshall (1942); Trustee of Trust since 2005; Trustee of heritage One Group Mutual Funds since 1985. | | Self-employed business consultant (2002-present). | | 170 | | None |
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Mary E. Martinez (1960); Trustee of Trust 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). | | 170 | | None |
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Marilyn McCoy* (1948); Trustee of Trust since 2005; Trustee of heritage One Group Mutual Funds since 1999. | | Vice President of Administration and Planning, Northwestern University (1985-present). | | 170 | | Trustee, Carleton College (2003-present). |
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Mitchell M. Merin (1953); Trustee of Trust since 2013. | | Retired (2005-Present); President and Chief Operating Officer, Morgan Stanley Investment Management, Member Morgan Stanley & Co. Management Committee (registered investment adviser) (1998-2005). | | 170 | | Director, Sun Life Financial (SLF) (2007 to Present) (financial services and insurance); Trustee, Trinity College, Hartford, CT (2002-2010). |
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William G. Morton, Jr. (1937); Trustee of Trust since 2005; Trustee of heritage J.P. Morgan Funds since 2003. | | Retired; Chairman Emeritus (2001-2002), and Chairman and Chief Executive Officer, Boston Stock Exchange (1985-2001). | | 170 | | Director, Radio Shack Corp. (1987-2008); Director, National Organization of Investment Professionals; Trustee of the Stratton Mountain School (2001-present). |
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Dr. Robert A. Oden, Jr. (1946); Trustee of Trust since 2005; Trustee of heritage One Group Mutual Funds since 1997. | | Retired; President, Carleton College (2002-2010); President, Kenyon College (1995-2002). | | 170 | | Trustee, American University in Cairo (1999-present); Chairman, Dartmouth-Hitchcock Medical Center (2011-present); Trustee, American Schools of Oriental Research (2011-present); Trustee, American Museum of Fly Fishing. |
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24 | | | | J.P. MORGAN SPECIALTY FUNDS | | DECEMBER 31, 2013 |
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Name (Year of Birth); Positions With the Funds (1) | | Principal Occupations During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Trustee (2) | | Other Directorships Held Outside Fund Complex During Past 5 Years |
Independent Trustees (continued) | | |
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Marian U. Pardo** (1946); Trustee of Trust since 2013. | | Managing Director and Founder, Virtual Capital Management LLC (Investment Consulting) (2007-present); Managing Director, Credit Suisse Asset Management (portfolio manager) (2003-2006). | | 170 | | Member, Board of Governors, Columbus Citizens Foundation (not-for-profit supporting philanthropic and cultural programs) (2006-present). |
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Frederick W. Ruebeck (1939); Trustee of Trust since 2005; Trustee of heritage One Group Mutual Funds since 1994. | | Consultant (2000-present); Adviser, JP Greene & Associates, LLC (broker-dealer) (2000-2009); Chief Investment Officer, Wabash College (2004-present); Director of Investments, Eli Lilly and Company (pharmaceuticals) (1988-1999). | | 170 | | Trustee, Wabash College (1988-present); Chairman, Indianapolis Symphony Orchestra Foundation (1994-present). |
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James J. Schonbachler (1943); Trustee of Trust since 2005; Trustee of heritage J.P. Morgan Funds since 2001. | | Retired; Managing Director of Bankers Trust Company (financial services) (1968-1998). | | 170 | | None |
Interested Trustee Not Affiliated With the Adviser | | | | |
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Frankie D. Hughes*** (1952), Trustee of Trust since 2008. | | President and Chief Investment Officer, Hughes Capital Management, Inc. (fixed income asset management) (1993-present). | | 170 | | Trustee, The Victory Portfolios (2000-2008) (Investment companies). |
(1) | The Trustees serve for an indefinite term, subject to the Trust’s current retirement policy, which is age 75 for all Trustees, except that the Board has determined Mr. Morton should continue to serve until December 31, 2014. In order to fill the vacancies created by the retirement of Fergus Reid, III, William J. Armstrong, and Leonard J. Spalding Jr., effective December 31, 2012, the Board appointed Ms. Martinez and Mr. Merin to serve as Trustees effective January 1, 2013 and Ms. Pardo to serve as Trustee effective February 1, 2013. |
(2) | 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 registered investment companies. The J.P. Morgan Funds Complex for which the Board of Trustees serves currently includes eleven registered investment companies (170 funds), including JPMorgan Mutual Fund Group which liquidated effective November 29, 2012 and is in the process of winding up its affairs. |
* | Ms. McCoy has served as Vice President of Administration and Planning for Northwestern University since 1985. William M. Daley was the Head of Corporate Responsibility for JPMorgan Chase & Co. prior to January 2011 and served as a member of the Board of Trustees of Northwestern University from 2005 through 2010. JPMIM, the Fund’s investment adviser, is a wholly-owned subsidiary of JPMorgan Chase & Co. Two members of the Board of Trustees of Northwestern University are executive officers of registered investment advisers (not affiliated with JPMorgan) that are under common control with sub-advisers to certain J.P. Morgan Funds. |
** | In connection with prior employment with JPMorgan Chase, Ms. Pardo is the recipient of non-qualified pension plan payments from JPMorgan Chase in the amount of approximately $2,055 per month, which she irrevocably waived effective January 1, 2013, and deferred compensation payments from JPMorgan Chase in the amount of approximately $7,294 per year, which ended in January 2013. In addition, Ms. Pardo receives payments from a fully funded qualified plan, which is not an obligation of JPMorgan Chase. |
*** | Ms. Hughes is treated as an “interested person” based on the portfolio holdings of clients of Hughes Capital Management, Inc. |
The contact address for each of the Trustees is 270 Park Avenue, New York, NY 10017.
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DECEMBER 31, 2013 | | J.P. MORGAN SPECIALTY FUNDS | | | | | 25 | |
OFFICERS
(Unaudited)
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Name (Year of Birth), Positions Held with the Trust (Since) | | Principal Occupations During Past 5 Years |
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Robert L. Young (1963),
President and Principal Executive Officer (2013)** | | Chief Operating Officer and Director, J.P. Morgan Investment Management Inc. since 2010; Senior Vice President, J.P. Morgan Funds (2005-2010), Chief Operating Officer, J.P. Morgan Funds (2005-2010); Director and various officer positions for JPMorgan Funds Management, Inc. (formerly One Group Administrative Services) and JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.) from 1999 to present. Mr. Young has been with JPMorgan Chase & Co. (formerly Bank One Corporation) since 1997. |
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Joy C. Dowd (1972), Treasurer and Principal Financial Officer (2010) | | Assistant Treasurer of the Trusts from 2009 to 2010; Executive Director, JPMorgan Funds Management, Inc. from February 2011; Vice President, JPMorgan Funds Management, Inc. from December 2008 to February 2011; prior to joining JPMorgan Chase, Ms. Dowd worked in MetLife’s investments audit group from 2005 through 2008. |
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Frank J. Nasta (1964), Secretary (2008) | | Managing Director and Associate General Counsel, JPMorgan Chase since 2008; Previously, Director, Managing Director, General Counsel and Corporate Secretary, J. & W. Seligman & Co. Incorporated; Secretary of each of the investment companies of the Seligman Group of Funds and Seligman Data Corp.; Director and Corporate Secretary, Seligman Advisors, Inc. and Seligman Services, Inc. |
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Stephen M. Ungerman (1953), Chief Compliance Officer (2005) | | Managing Director, JPMorgan Chase & Co.; Mr. Ungerman has been with JPMorgan Chase & Co. since 2000. |
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Kathryn A. Jackson (1962), AML Compliance Officer (2012)* | | Vice President and AML Compliance Manager for JPMorgan Asset Management Compliance since 2011; Senior On-Boarding Specialist for JPMorgan Distribution Services, Inc. in Global Liquidity from 2008 to 2011; prior to joining JPMorgan, Ms. Jackson was a Financial Services Analyst responsible for on-boarding, compliance and training with Nationwide Securities LLC and 1717 Capital Management Company, both registered broker-dealers, from 2005 until 2008. |
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Elizabeth A. Davin (1964), Assistant Secretary (2005)** | | Executive Director and Assistant General Counsel, JPMorgan Chase since February 2012; formerly Vice President and Assistant General Counsel, JPMorgan Chase from 2005 until February 2012; Senior Counsel, JPMorgan Chase (formerly Bank One Corporation) from 2004 to 2005. |
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Jessica K. Ditullio (1962), Assistant Secretary (2005)** | | Executive Director and Assistant General Counsel, JPMorgan Chase since February 2011; Ms. Ditullio has served as an attorney with various titles for JPMorgan Chase (formerly Bank One Corporation) since 1990. |
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John T. Fitzgerald (1975), Assistant Secretary (2008) | | Executive Director and Assistant General Counsel, JPMorgan Chase since February 2011; formerly, Vice President and Assistant General Counsel, JPMorgan Chase from 2005 until February 2011. |
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Carmine Lekstutis (1980), Assistant Secretary (2011) | | Vice President and Assistant General Counsel, JPMorgan Chase since 2011; Associate, Skadden, Arps, Slate, Meagher & Flom LLP (law firm) from 2006 to 2011. |
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Gregory S. Samuels (1980), Assistant Secretary (2010) | | Vice President and Assistant General Counsel, JPMorgan Chase since 2010; Associate, Ropes & Gray (law firm) from 2008 to 2010; Associate, Clifford Chance LLP (law firm) from 2005 to 2008. |
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Pamela L. Woodley (1971), Assistant Secretary (2012) | | Vice President and Assistant General Counsel, JPMorgan Chase since November 2004. |
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Michael M. D’Ambrosio (1969),
Assistant Treasurer (2012) | | Executive Director, JPMorgan Funds Management, Inc. from July 2012; prior to joining JPMorgan Chase, Mr. D’Ambrosio was a Tax Director at PricewaterhouseCoopers LLP since 2006. |
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Joseph Parascondola (1963), Assistant Treasurer (2011) | | Vice President, JPMorgan Funds Management, Inc. since August 2006. |
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Matthew J. Plastina (1970), Assistant Treasurer (2011) | | Vice President, JPMorgan Funds Management, Inc. since August 2010; prior to August 2010, Vice President and Controller, Legg Mason Global Asset Management. |
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Julie A. Roach (1971),
Assistant Treasurer (2012)** | | Vice President, JPMorgan Funds Management, Inc. from August 2012; prior to joining JPMorgan Chase, Ms. Roach was a Senior Manager with Deloitte since 2001. |
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Gillian I. Sands (1969),
Assistant Treasurer (2012) | | Vice President, JPMorgan Funds Management, Inc. from September 2012; Assistant Treasurer, Wells Fargo Funds Management (2007-2009). |
The contact address for each of the officers, unless otherwise noted, is 270 Park Avenue, New York, NY 10017.
* | The contact address for the officer is 500 Stanton Christiana Road, Ops 1, Floor 02, Newark, DE 19173-2107. |
** | The contact address for the officer is 460 Polaris Parkway, Westerville, OH 43082. |
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26 | | | | J.P. MORGAN SPECIALTY FUNDS | | DECEMBER 31, 2013 |
SCHEDULE OF SHAREHOLDER EXPENSES
(Unaudited)
Hypothetical $1,000 Investment
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption fees and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples assume that you had a $1,000 investment in each Class at the beginning of the reporting period, July 1, 2013, and continued to hold your shares at the end of the reporting period, December 31, 2013.
Actual Expenses
For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by
$1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. The examples also assume all dividends and distributions have been reinvested.
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| | Beginning Account Value July 1, 2013 | | | Ending Account Value December 31, 2013 | | | Expenses Paid During the Period* | | | Annualized Expense Ratio | |
U.S. Core Real Estate Securities Fund | | | | | | | | | | | | | | | | |
Class A | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 967.20 | | | $ | 5.80 | | | | 1.17 | % |
Hypothetical | | | 1,000.00 | | | | 1,019.31 | | | | 5.96 | | | | 1.17 | |
Class C | | | | | | | | | | | | | | | | |
Actual | | | 1,000.00 | | | | 964.70 | | | | 8.27 | | | | 1.67 | |
Hypothetical | | | 1,000.00 | | | | 1,016.79 | | | | 8.49 | | | | 1.67 | |
Class R5 | | | | | | | | | | | | | | | | |
Actual | | | 1,000.00 | | | | 969.20 | | | | 3.57 | | | | 0.72 | |
Hypothetical | | | 1,000.00 | | | | 1,021.58 | | | | 3.67 | | | | 0.72 | |
Class R6 | | | | | | | | | | | | | | | | |
Actual | | | 1,000.00 | | | | 970.00 | | | | 3.33 | | | | 0.67 | |
Hypothetical | | | 1,000.00 | | | | 1,021.83 | | | | 3.41 | | | | 0.67 | |
Select | | | | | | | | | | | | | | | | |
Actual | | | 1,000.00 | | | | 968.30 | | | | 4.56 | | | | 0.92 | |
Hypothetical | | | 1,000.00 | | | | 1,020.57 | | | | 4.69 | | | | 0.92 | |
* | Expenses are equal to each Class’ respective annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
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DECEMBER 31, 2013 | | J.P. MORGAN SPECIALTY FUNDS | | | | | 27 | |
BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENT
(Unaudited)
The Board of Trustees has established various standing committees, composed of Trustees with diverse backgrounds, to which the Board of Trustees has assigned specific subject matter responsibilities to further enhance the effectiveness of the Board’s oversight and decision making. The Board of Trustees and its investment committees (money market and alternative products, equity, and fixed income) meet regularly throughout the year and consider factors that are relevant to their annual consideration of investment advisory agreements at each meeting. They also meet for the specific purpose of considering advisory contract annual renewals. The Board of Trustees held meetings in person in June and August 2013, at which the Trustees considered the continuation of the investment advisory agreement for the Fund whose annual report is contained herein (the “Advisory Agreement”). At the June meeting, the Board’s investment committees met to review and consider performance, expense and related information for the J.P. Morgan Funds. Each investment committee reported to the full Board, which then considered the investment committee’s preliminary findings. At the August meeting, the Trustees continued their review and consideration. The Trustees, including a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) of any party to the Advisory Agreement or any of their affiliates, approved the continuation of the Advisory Agreement on August 22, 2013.
As part of their review of the investment advisory arrangements for the J.P. Morgan Funds, the Trustees considered and reviewed performance and other information about the Fund received from the Adviser. This information included the Fund’s performance as compared to the performance of its peers and benchmarks and analyses by the Adviser of the Fund’s performance. In addition, the Trustees have engaged an independent consultant to report on the performance of certain J.P. Morgan Funds at each of the Trustees’ regular meetings. The Adviser also periodically provides comparative information regarding the Fund’s expense ratios and those of its peer group. In addition, in preparation for the June and August meetings, the Trustees requested, received and evaluated extensive materials from the Adviser, including, with respect to the Fund, performance and expense information compiled by Lipper Inc. (“Lipper”), an independent provider of investment company data. Before voting on the proposed Advisory Agreement, the Trustees reviewed the proposed agreement with representatives of the Adviser, counsel to the Trust and independent legal counsel and received a memorandum from independent legal counsel discussing the legal standards for their consideration of the proposed agreement. The Trustees also discussed the proposed agreement in executive session with counsel to the Trust and independent legal counsel at which no representatives of the Adviser were present. Set forth below is a summary of the material factors evaluated by the Trustees in determining whether to approve the Advisory Agreement.
The Trustees considered information provided with respect to the Fund over the course of the year. Each Trustee attributed different weights to the various factors and no factor alone was considered determinative. From year to year, the Trustees consider and place emphasis on relevant information in light of changing circumstances in market and economic conditions. The Trustees determined that the compensation to be received by the Adviser from the Fund under the Advisory Agreement was fair and reasonable and that the continuance of the investment advisory contract was in the best interests of the Fund and its shareholders.
The factors summarized below were considered and discussed by the Trustees in reaching their conclusions:
Nature, Extent and Quality of Services Provided by the Adviser
The Trustees received and considered information regarding the nature, extent and quality of the services provided to the Fund under the Advisory Agreement. The Trustees took into account information furnished throughout the year at Trustee meetings, as well as the materials furnished specifically in connection with this annual review process. The Trustees considered the background and experience of the Adviser’s senior management and the expertise of, and the amount of attention given to the Fund by, investment personnel of the Adviser. In addition, the Trustees reviewed the qualifications, backgrounds and responsibilities of the portfolio management team primarily responsible for the day-to-day management of the Fund and the infrastructure supporting the team. The Trustees also considered information provided by the Adviser and JPMorgan Distribution Services, Inc. (“JPMDS”) about the structure and distribution strategy of the Fund. The Trustees also reviewed information relating to the Adviser’s risk governance model and reports showing the Adviser’s compliance structure and ongoing compliance processes. The Trustees also considered the quality of the administrative services provided by JPMorgan Funds Management, Inc. (“JPMFM”), an affiliate of the Adviser.
The Trustees also considered its knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as Trustees of the J.P. Morgan Funds. In addition, they considered the overall reputation and capabilities of the Adviser and its affiliates, the commitment of the Adviser to provide high quality service to the Fund, their overall confidence in the Adviser’s integrity and the Adviser’s responsiveness to questions or concerns raised by them, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Fund.
Based on these considerations and other factors, the Trustees concluded that they were satisfied with the nature, extent and quality of the investment advisory services provided to the Fund by the Adviser.
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28 | | | | J.P. MORGAN SPECIALTY FUNDS | | DECEMBER 31, 2013 |
Costs of Services Provided and Profitability to the Adviser and its Affiliates
The Trustees received and considered information regarding the profitability to the Adviser and its affiliates in providing services to the Fund. The Trustees reviewed and discussed this data. The Trustees recognized that this data is not audited and represents the Adviser’s determination of its and its affiliates’ revenues from the contractual services provided to the Fund, less expenses of providing such services. Expenses include direct and indirect costs and are calculated using an allocation methodology developed by the Adviser. The Trustees also recognized that it is difficult to make comparisons of profitability from fund investment advisory contracts because comparative information is not generally publicly available and is affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the fact that publicly-traded fund managers’ operating profits and net income are net of distribution and marketing expenses. Based on their review, the Trustees concluded that the profitability to the Adviser under the Advisory Agreement was not unreasonable in light of the services and benefits provided to the Fund.
Fall-Out Benefits
The Trustees reviewed information regarding potential “fallout” or ancillary benefits received by the Adviser and its affiliates as a result of their relationship with the Fund. The Board also reviewed the Adviser’s allocation of fund brokerage for the J.P. Morgan Funds complex, including allocations to brokers who provide research to the Adviser.
The Trustees also considered that JPMFM and JPMDS, affiliates of the Adviser, earn fees from the Fund for providing administrative and shareholder services. These fees were shown separately in the profitability analysis presented to the Trustees. The Trustees also considered the payments of Rule 12b-1 fees to JPMDS, which also acts as the Fund’s distributor and that these fees are in turn generally paid to financial intermediaries that sell the Fund, including financial intermediaries that are affiliates of the Adviser. The Trustees also considered the fees paid to JPMorgan Chase Bank, N.A. (“JPMCB”) for custody and fund accounting and other related services.
Economies of Scale
The Trustees noted that the proposed investment advisory fee schedule for the Fund does not contain breakpoints. The Trustees considered whether it would be appropriate to add advisory fee breakpoints and the Trustees concluded that the current fee structure was reasonable in light of the fee waivers and expense limitations that JPMFM and JPMDS have in place that serve to limit the overall net expense ratio at competitive levels. The Trustees also recognized that the fee schedule for
the administrative services provided by JPMFM does include a fee breakpoint, which is tied to the overall level of non-money market fund assets excluding certain funds-of-funds, as applicable, advised by the Adviser, and that the Fund benefits from that breakpoint. The Trustees concluded that shareholders benefited from the lower expense ratios which resulted from these factors.
Independent Written Evaluation of the Fund’s Chief Compliance Officer
The Trustees noted that, upon their direction, the Chief Compliance Officer for the Fund had prepared an independent written evaluation in order to assist the Trustees in determining the reasonableness of the proposed management fees. The Trustees considered the written evaluation in determining whether to continue the Advisory Agreement.
Fees Relative to Adviser’s Other Clients
The Trustees received and considered information about the nature and extent of investment advisory services and fee rates offered to other clients of the Adviser for investment management styles substantially similar to that of the Fund. The Trustees also considered the complexity of investment management for the Fund relative to the Adviser’s other clients and the differences in the nature and extent of the services provided to the different clients. The Trustees concluded that the fee rates charged to the Fund in comparison to those charged to the Adviser’s other clients were reasonable.
Investment Performance
The Trustees received and considered absolute and/or relative performance for the Fund in a report prepared by Lipper. The Trustees considered the total return performance information, which included the ranking of the Fund within a performance universe made up of funds with the same Lipper investment classification and objective (the “Universe Group”) by total return for the applicable one-year period. The Trustees reviewed a description of Lipper’s methodology for selecting mutual funds in the Fund’s Universe Group. The Lipper materials provided to the Trustees highlighted information with respect to certain representative classes to assist the Trustees in their review. As part of this review, the Trustees also reviewed the Fund’s performance against its benchmark and considered the performance information provided for the Fund at regular Board meetings by the Adviser. The Lipper performance data noted by the Trustees as part of their review and the determinations made by the Trustees with respect to the Fund’s performance for certain representative classes are summarized below:
The Trustees noted that the Fund’s performance was in the fifth quintile for both Class A and Select Class shares for the one-year period ended December 31, 2012. The Trustees discussed
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DECEMBER 31, 2013 | | J.P. MORGAN SPECIALTY FUNDS | | | | | 29 | |
BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENT
(Unaudited) (continued)
the performance and investment strategy of the Fund with the Adviser and, based upon this discussion and various other factors, concluded that they were satisfied with the Adviser’s analysis of the Fund’s performance. The Trustees requested, however, that the Fund’s Adviser provide additional Fund performance information to be reviewed with members of the equity committee at each of their regular meetings over the course of the next year.
Advisory Fees and Expense Ratios
The Trustees considered the contractual advisory fee rate paid by the Fund to the Adviser and compared that rate to the information prepared by Lipper concerning management fee rates paid by other funds in the same Lipper category as the Fund. The Trustees recognized that Lipper reported the Fund’s management fee rate as the combined contractual advisory fee and administration fee rates. The Trustees also reviewed information about other expenses and the expense ratios for
the Fund. The Trustees considered the fee waiver and/or expense reimbursement arrangements currently in place for the Fund and considered the net advisory fee rate after taking into account any waivers and/or reimbursements. The Trustees recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The Trustees’ determinations as a result of the review of the Fund’s advisory fees and expense ratios for certain representative classes are summarized below:
The Trustees noted that the Fund’s net advisory fee for both Class A and Select Class shares was in the first quintile, and that the actual total expenses for Class A and Select Class shares were in the first and second quintiles, respectively, of the Universe Group. After considering the factors identified above, in light of this information, the Trustees concluded that the advisory fee was reasonable.
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30 | | | | J.P. MORGAN SPECIALTY FUNDS | | DECEMBER 31, 2013 |
Tax Letter
(Unaudited)
Certain tax information for the J.P. Morgan Portfolio is required to be provided to shareholders based upon the Fund’s income and distributions for the taxable year ended December 31, 2013. The information and distributions reported in this letter may differ from the information and taxable distributions reported to the shareholders for the calendar year ending December 31, 2013. The information necessary to complete your income tax returns for the calendar year ending December 31, 2013 will be provided under separate cover.
Long Term Capital Gain Notice
The Fund distributed approximately $1,023,000 or the maximum amount allowable as long-term capital gain dividends for the purpose of the dividend paid deduction on its respective tax return for the year ended December 31, 2013.
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DECEMBER 31, 2013 | | J.P. MORGAN SPECIALTY FUNDS | | | | | 31 | |
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Rev. January 2011
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FACTS | | WHAT DOES J.P. MORGAN FUNDS DO WITH YOUR PERSONAL INFORMATION? |
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Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
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What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ¡Social Security number and account balances ¡transaction history and account transactions ¡checking account information and wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice. |
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How? | | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons J.P. Morgan Funds chooses to share; and whether you can limit this sharing. |
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Reasons we can share your personal information | | Does J.P. Morgan Funds share? | | Can you limit this sharing? |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No |
For marketing purposes — to offer our products and services to you | | Yes | | No |
For joint marketing with other financial companies | | No | | We don’t share |
For our affiliates’ everyday business purposes — information about your transactions and experiences | | No | | We don’t share |
For our affiliates’ everyday business purposes — information about your creditworthiness | | No | | We don’t share |
For nonaffiliates to market to you | | No | | We don’t share |
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Questions? | | Call 1-800-480-4111 or go to www.jpmorganfunds.com |
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Who we are |
Who is providing this notice? | | J.P. Morgan Funds |
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What we do |
How does J.P. Morgan Funds protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We authorize our employees to access your information only when they need it to do their work and we require companies that work for us to protect your information. |
How does J.P. Morgan Funds collect my personal information? | | We collect your personal information, for example, when you: ¡open an account or provide contact information ¡give us your account information or pay us by check ¡make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates and other companies. |
Why can’t I limit all sharing? | | Federal law gives you the right to limit only ¡sharing for affiliates’ everyday business purposes – information about your creditworthiness ¡affiliates from using your information to market to you ¡sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
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Definitions |
Affiliates | | Companies related by common ownership or control. They can be financial and nonfinancial companies. ¡J.P. Morgan Funds does not share with our affiliates. |
Nonaffiliates | | Companies not related by common ownership or control. They can be financial and nonfinancial companies. ¡J.P. Morgan Funds does not share with nonaffiliates so they can market to you. |
Joint Marketing | | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ¡J.P. Morgan Funds doesn’t jointly market. |
J.P. Morgan Funds are distributed by JPMorgan Distribution Services, Inc., which is an affiliate of JPMorgan Chase & Co. Affiliates of JPMorgan Chase & Co. receive fees for providing various services to the funds.
Contact JPMorgan Distribution Services, Inc. at 1-800-480-4111 for a fund prospectus. You can also visit us at www.jpmorganfunds.com. Investors should carefully consider the investment objectives and risk as well as charges and expenses of the mutual fund before investing. The prospectus contains this and other information about the mutual fund. Read the prospectus carefully before investing.
Investors may obtain information about the Securities Investor Protection Corporation (SIPC), including the SIPC brochure by visiting www.sipc.org or by calling SIPC at 202-371-8300.
Each Fund files a complete schedule of its fund holdings for the first and third quarters of its fiscal year with the SEC on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330. Shareholders may request the Form N-Q without charge by calling 1-800-480-4111 or by visiting the J.P. Morgan Funds’ website at www.jpmorganfunds.com.
A description of each Fund’s policies and procedures with respect to the disclosure of each Fund’s holdings is available in the prospectus and Statement of Additional Information.
A copy of proxy policies and procedures is available without charge upon request by calling 1-800-480-4111 and on the Funds’ website at www.jpmorganfunds.com. A description of such policies and procedures is on the SEC’s website at www.sec.gov. The Trustees have delegated the authority to vote proxies for securities owned by the Funds to the Adviser. A copy of the Funds’ voting record for the most recent 12-month period ended June 30 is available on the SEC’s website at www.sec.gov or at the Funds’ website at www.jpmorganfunds.com no later than August 31 of each year. The Funds’ proxy voting record will include, among other things, a brief description of the matter voted on for each fund security, and will state how each vote was cast, for example, for or against the proposal.
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J.P. Morgan Asset Management is the marketing name for the asset management business of JPMorgan Chase & Co. Those businesses include, but are not limited to, J.P. Morgan Investment Management Inc., Security Capital Research & Management Incorporated and J.P. Morgan Alternative Asset Management, Inc.
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| | © JPMorgan Chase & Co., 2014. All rights reserved. December 2013. | | AN-USRE-1213 |
ITEM 2. CODE OF ETHICS.
Disclose whether, as of the end of the period covered by the report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. If the registrant has not adopted such a code of ethics, explain why it has not done so.
The registrant must briefly describe the nature of any amendment, during the period covered by the report, to a provision of its code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item. The registrant must file a copy of any such amendment as an exhibit pursuant to Item 12(a)(1), unless the registrant has elected to satisfy paragraph (f) of this Item by positing its code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by undertaking to provide its code of ethics to any person without charge, upon request, pursuant to paragraph (f)(3) of this Item.
If the registrant has, during the period covered by the report, granted a waiver, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or third party, that relates to one or more items set forth in paragraph (b) of this Item, the registrant must briefly describe the nature of the waiver, the name of the person to whom the waiver was granted, and the date of the waiver.
The Registrant has adopted a code of ethics that applies to the Registrant’s principal executive officer and principal financial officer. There were no amendments to the code of ethics or waivers granted with respect to the code of ethics in the period covered by the report.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant’s board of directors has determined that the registrant either:
(i) Has at least one audit committee financial expert serving on its audit committee; or
(ii) Does not have an audit committee financial expert serving on its audit committee.
The Registrant’s Board of Trustees has determined that the Registrant has at least one audit committee financial expert serving on its audit committee. The Securities and Exchange Commission has stated that the designation or identification of a person as an audit committee financial expert pursuant to this Item 3 of Form N-CSR does not impose on such person any duties, obligations or liabilities that are greater than the duties, obligations and liabilities imposed on such person as a member of the Audit Committee and the Board of Trustees in the absence of such designation or identification.
(2) If the registrant provides the disclosure required by paragraph (a)(1)(i) of this Item, it must disclose the name of the audit committee financial expert and whether that person is “independent.” In order to be considered “independent” for purposes of this Item, a member of an audit committee may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer; or
(ii) Be an “interested person” of the investment company as defined in Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
The audit committee financial expert is Mitch Merin. He is not an “interested person” of the Registrant and is also “independent” as defined by the U.S. Securities and Exchange Commission for purposes of audit committee financial expert determinations.
(3) If the registrant provides the disclosure required by paragraph (a)(1)(ii) of this Item, it must explain why it does not have an audit committee financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption Audit Fees, the aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
AUDIT FEES
2013 – $41,835
2012 – $41,300
(b) Disclose, under the caption Audit-Related Fees, the aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
AUDIT-RELATED FEES
2013 – $5,020
2012 – $12,000
Audit-related fees consists of semi-annual financial statement reviews and security count procedures performed as required under Rule 17f-2 of the Investment Company Act of 1940 during the Registrant’s fiscal year.
(c) Disclose, under the caption Tax Fees, the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
TAX FEES
2013 – $12,220
2012 – $11,750
The tax fees consist of fees billed in connection with preparing the federal regulated investment company income tax returns for the Registrant for the tax years ended December 31, 2013 and 2012, respectively.
For the last fiscal year, no tax fees were required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.
(d) Disclose, under the caption All Other Fees, the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
ALL OTHER FEES
2013 – Not applicable
2012 – Not applicable
(e) (1) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
Pursuant to the Registrant’s Audit Committee Charter and written policies and procedures for the pre-approval of audit and non-audit services (the “Pre-approval Policy”), the Audit Committee pre-approves all audit and non-audit services performed by the Registrant’s independent public registered accounting firm for the Registrant. In addition, the Audit Committee pre-approves the auditor’s engagement for non-audit services with the Registrant’s investment adviser (not including a sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by another investment adviser) and any Service Affiliate in accordance with paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, if the engagement relates directly to the operations and financial reporting of the Registrant. Proposed services may be pre-approved either 1) without consideration of specific case-by-case services or 2) require the specific pre-approval of the
Audit Committee. Therefore, initially the Pre-approval Policy listed a number of audit and non-audit services that have been approved by the Audit Committee, or which were not subject to pre-approval under the transition provisions of Sarbanes-Oxley Act of 2002 (the “Pre-approval List”). The Audit Committee annually reviews and pre-approves the services included on the Pre-approval List that may be provided by the independent public registered accounting firm without obtaining additional specific pre-approval of individual services from the Audit Committee. The Audit Committee adds to, or subtracts from, the list of general pre-approved services from time to time, based on subsequent determinations. All other audit and non-audit services not on the Pre-approval List must be specifically pre-approved by the Audit Committee.
One or more members of the Audit Committee may be appointed as the Committee’s delegate for the purposes of considering whether to approve such services. Any pre-approvals granted by the delegate will be reported, for informational purposes only, to the Audit Committee at its next scheduled meeting. The Audit Committee’s responsibilities to pre-approve services performed by the independent public registered accounting firm are not delegated to management.
(2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
2013 – 0.0%
2012 – 0.0%
(f) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.
None.
(g) Disclose the aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant.
The aggregate non-audit fees billed by the independent registered public accounting firm for services rendered to the Registrant, and rendered to Service Affiliates, for the last two calendar year ends were:
2013 – $33.7 million
2012 – $33.0 million
(h) Disclose whether the registrant’s audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
The Registrant’s Audit Committee has considered whether the provision of the non-audit services that were rendered to Service Affiliates that were not pre-approved (not requiring pre-approval) is compatible with maintaining the independent public registered accounting firm’s independence. All services provided by the independent public registered accounting firm to the Registrant or to Service Affiliates that were required to be pre-approved were pre-approved as required.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
(a) If the registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act (17CFR 240.10A-3), state whether or not the registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)). If the registrant has such a committee, however designated, identify each committee member. If the entire board of directors is acting as the registrant’s audit committee as specified in Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)), so state.
(b) If applicable, provide the disclosure required by Rule 10A-3(d) under the Exchange Act (17CFR 240.10A-3(d)) regarding an exemption from the listing standards for all audit committees.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
File Schedule I — Investments in securities of unaffiliated issuers as of the close of the reporting period as set forth in Section 210.12-12 of Regulation S-X, unless the schedule is included as part of the report to shareholders filed under Item 1 of this Form.
Included in Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on this Form N-CSR must, unless it invests exclusively in non-voting securities, describe the policies and procedures that it uses to determine how to vote proxies relating to portfolio securities, including the procedures that the company uses when a vote presents a conflict between the interests of its shareholders, on the one hand, and those of the company’s investment adviser; principal underwriter; or any affiliated person (as defined in Section 2(a)(3) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules thereunder) of the company, its investment adviser, or its principal underwriter, on the other. Include any policies and procedures of the company’s investment adviser, or any other third party, that the company uses, or that are used on the company’s behalf, to determine how to vote proxies relating to portfolio securities.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
(a) If the registrant is a closed-end management investment company, provide the information specified in paragraph (b) of this Item with respect to any purchase made by or on behalf of the registrant or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of shares or other units of any class of the registrant’s equity securities that is registered by the registrant pursuant to Section 12 of the Exchange Act (15 U.S.C. 781).
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Describe any material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR 240.14a-101), or this Item.
No material changes to report.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant’s principal executive and principal financial officers, or persons performing similar functions, regarding the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR 270.30a-3(c))) as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).
The Registrant’s principal executive and principal financial officers have concluded, based on their evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant’s disclosure controls and procedures are reasonably designed to ensure that information required to be
disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
(b) Disclose any change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
There were no changes in the Registrant’s internal control over financial reporting that occurred during the last fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
ITEM 12. EXHIBITS.
(a) File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.
(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit.
Code of Ethics applicable to its Principal Executive and Principal Financial Officers pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 attached hereto.
(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2).
Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 are attached hereto.
(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.
Not applicable.
(b) A separate or combined certification for each principal executive officer and principal officer of the registrant as required by Rule 30a-2(b) under the Act of 1940.
Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
JPMorgan Trust I
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By: | | /s/ Robert L. Young |
| | Robert L. Young |
| | President and Principal Executive Officer |
| | March 7, 2014 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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By: | | /s/ Robert L. Young |
| | Robert L. Young |
| | President and Principal Executive Officer |
| | March 7, 2014 |
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By: | | /s/ Joy C. Dowd |
| | Joy C. Dowd |
| | Treasurer and Principal Financial Officer |
| | March 7, 2014 |