As filed with the U.S. Securities and Exchange Commission on March 17, 2009
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x
Pre-Effective Amendment No.
Post-Effective Amendment No.
JPMorgan Trust II
(Exact Name of Registrant as Specified in Charter)
245 Park Avenue
New York, New York 10167
(Address of Principal Executive Offices)
(800) 480-4111
(Registrant’s Area Code and Telephone Number)
Frank J. Nasta, Esq.
J.P. Morgan Investment Management Inc.
245 Park Avenue
New York, NY 10167
(Name and Address of Agent for Service)
With copies to: | With copies to: |
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
(Approximate Date of Proposed Public Offering)
TITLE OF SECURITIES BEING REGISTERED:
Shares of beneficial interest of Registrant
Calculation of Registration Fee under the Securities Act of 1933: No filing fee is due because of reliance on Section 24(f) of the Investment Company Act of 1940, which permits registration of an indefinite number of securities.
It is proposed that this filing will become effective on April 15, 2009 pursuant to Rule 488 under the Securities Act of 1933.
JPMorgan Dynamic Small Cap Growth Fund
JPMorgan Diversified Mid Cap Growth Fund
JPMorgan Mid Cap Value Fund
JPMorgan Capital Growth Fund
JPMorgan Diversified Mid Cap Value Fund
Undiscovered Managers Small Cap Growth Fund
New York, New York 10167
Trust II and Undiscovered Managers Funds and the Board of Directors of J.P. Morgan Fleming Mutual Fund Group, Inc. (collectively, the “Boards”) related to the proposed Reorganizations. On February 18, 2009, the JPMorgan Funds Boards of Trustees approved the proposed Reorganizations and concurred that the proposed Reorganizations are in the best interest of each Acquired Fund and Acquiring Fund (as defined below).
Acquired Fund | Acquiring Fund | |||||
---|---|---|---|---|---|---|
JPMorgan Capital Growth Fund | JPMorgan Diversified Mid Cap Growth Fund (to be renamed JPMorgan Mid Cap Growth Fund if the Reorganization is approved) | |||||
JPMorgan Diversified Mid Cap Value Fund | JPMorgan Mid Cap Value Fund | |||||
Undiscovered Managers Small Cap Growth Fund | JPMorgan Dynamic Small Cap Growth Fund |
To vote by Telephone: | To vote by Internet: | |||||
---|---|---|---|---|---|---|
(1) Read the Proxy Statement/Prospectus and have your proxy card at hand. | (1) Read the Proxy Statement/Prospectus and have your proxy card at hand. | |||||
(2) Call the 1-800 number that appears on your proxy card. | (2) Go to the website that appears on your proxy card. | |||||
(3) Enter the control number set forth on the proxy card and follow the simple instructions. | (3) Enter the control number set forth on the proxy card and follow the simple instructions. |
President
JPMorgan Trust I
JPMorgan Trust II
Undiscovered Managers Funds
JPMorgan Dynamic Small Cap Growth Fund
JPMorgan Diversified Mid Cap Growth Fund
JPMorgan Mid Cap Value Fund
JPMorgan Capital Growth Fund
JPMorgan Diversified Mid Cap Value Fund
Undiscovered Managers Small Cap Growth Fund
New York, New York 10167
To Be Held on June 15, 2009
shares of the corresponding Acquiring Fund to which each such shareholder is entitled in the liquidation of the Acquired Fund.
Acquired Fund | Acquiring Fund | |||||
---|---|---|---|---|---|---|
JPMorgan Capital Growth Fund | JPMorgan Diversified Mid Cap Growth Fund (to be renamed JPMorgan Mid Cap Growth Fund if the Reorganization is approved) | |||||
JPMorgan Diversified Mid Cap Value Fund | JPMorgan Mid Cap Value Fund | |||||
Undiscovered Managers Small Cap Growth Fund | JPMorgan Dynamic Small Cap Growth Fund |
To vote by Telephone: | To vote by Internet: | |||||
---|---|---|---|---|---|---|
(1) Read the Proxy Statement/Prospectus and have your proxy card at hand. | (1) Read the Proxy Statement/Prospectus and have your proxy card at hand. | |||||
(2) Call the 1-800 number that appears on your proxy card. | (2) Go to the website that appears on your proxy card. | |||||
(3) Enter the control number set forth on the proxy card and follow the simple instructions. | (3) Enter the control number set forth on the proxy card and follow the simple instructions. |
Secretary
JPMorgan Trust I
JPMorgan Trust II
Undiscovered Managers Funds
JPMorgan Capital Growth Fund
JPMorgan Diversified Mid Cap Value Fund
Undiscovered Managers Small Cap Growth Fund
JPMorgan Dynamic Small Cap Growth Fund
JPMorgan Diversified Mid Cap Growth Fund
JPMorgan Mid Cap Value Fund
collectively, the “Acquiring Funds”)
New York, New York 10167
Acquired Fund | Acquiring Fund | |||||
---|---|---|---|---|---|---|
JPMorgan Capital Growth Fund | JPMorgan Diversified Mid Cap Growth Fund (to be renamed JPMorgan Mid Cap Growth Fund if the Reorganization is approved) | |||||
JPMorgan Diversified Mid Cap Value Fund | JPMorgan Mid Cap Value Fund | |||||
Undiscovered Managers Small Cap Growth Fund | JPMorgan Dynamic Small Cap Growth Fund |
Acquired Fund | Class A | Class B | Class C | Select Class | Class R2 | Institutional Class | Ultra | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
JPMorgan Capital Growth Fund | X | X | X | X | X | |||||||||||||||||||||||||
JPMorgan Diversified Mid Cap Value Fund | X | X | X | X | X | |||||||||||||||||||||||||
Undiscovered Managers Small Cap Growth Fund | X | X |
Acquired Fund | Acquiring Fund | |||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
JPMorgan Capital Growth Fund | JPMorgan Diversified Mid Cap Growth Fund | |||||||||||||||||||||||||
Class A | → | Class A | ||||||||||||||||||||||||
Class B | → | Class B | ||||||||||||||||||||||||
Class C | → | Class C | ||||||||||||||||||||||||
Select Class | → | Select Class | ||||||||||||||||||||||||
Class R2 | → | Class R2* | ||||||||||||||||||||||||
JPMorgan Diversified Mid Cap Value Fund | JPMorgan Mid Cap Value Fund | |||||||||||||||||||||||||
Class A | → | Class A | ||||||||||||||||||||||||
Class B | → | Class B | ||||||||||||||||||||||||
Class C | → | Class C | ||||||||||||||||||||||||
Select Class | → | Select Class | ||||||||||||||||||||||||
Ultra | → | Institutional Class | ||||||||||||||||||||||||
Undiscovered Managers Small Cap Growth Fund | JPMorgan Dynamic Small Cap Growth Fund | |||||||||||||||||||||||||
Class A | → | Class A | ||||||||||||||||||||||||
Institutional Class | → | Select Class |
* | Class R2 will be added to the JPMorgan Diversified Mid Cap Growth Fund to accommodate the Reorganization, if approved. |
(202) 551-8090. Reports and other information about each of the Funds are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. You may obtain copies of this information, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, 100 F Street N.E., Washington, D.C. 20549.
Page | ||||||
---|---|---|---|---|---|---|
PROPOSAL | 1 | |||||
SUMMARY | 4 | |||||
Proposed Reorganizations | 4 | |||||
Effect of Proposed Reorganizations of Acquired Funds | 6 | |||||
Comparison of Investment Objectives and Main Investment Strategies | 6 | |||||
Comparison of Fees and Expenses | 8 | |||||
Comparison of Sales Load, Distribution and Shareholder Servicing Arrangements | 19 | |||||
Comparison of Purchase, Redemption and Exchange Policies and Procedures | 19 | |||||
COMPARISON OF INVESTMENT OBJECTIVES, STRATEGIES AND PRINCIPAL RISKS OF INVESTING IN THE FUNDS | 24 | |||||
Principal Risks of Investing in the Funds | 28 | |||||
Investment Restrictions | 31 | |||||
INFORMATION ABOUT THE REORGANIZATIONS | 31 | |||||
The Reorganization Agreements | 31 | |||||
Description of the Acquiring Funds’ Shares | 33 | |||||
Reasons for the Reorganizations and Board Considerations | 34 | |||||
Federal Income Tax Consequences | 36 | |||||
INFORMATION ABOUT MANAGEMENT OF THE ACQUIRING FUNDS | 40 | |||||
Additional Compensation to Financial Intermediaries | 41 | |||||
Performance of the Acquiring Funds | 41 | |||||
ADDITIONAL INFORMATION ABOUT THE ACQUIRING FUNDS AND ACQUIRED FUNDS | �� | 49 | ||||
Financial Highlights | 49 | |||||
Distributor | 50 | |||||
Administrator | 50 | |||||
FORM OF ORGANIZATION | 50 | |||||
CAPITALIZATION | 51 | |||||
DIVIDENDS AND DISTRIBUTIONS | 55 | |||||
OTHER BUSINESS | 55 | |||||
SHAREHOLDER COMMUNICATIONS WITH THE BOARD | 55 | |||||
VOTING INFORMATION | 56 | |||||
Proxy Solicitation | 56 | |||||
Quorum | 57 | |||||
Vote Required | 57 |
Page | ||||||
---|---|---|---|---|---|---|
Effect of Abstentions and Broker “Non-Votes” | 58 | |||||
Adjournments | 58 | |||||
Shareholder Proposals | 58 | |||||
Record Date, Outstanding Shares and Interests of Certain Persons | 59 | |||||
LEGAL MATTERS | 59 | |||||
APPENDIX A — Legal Proceedings and Additional Fee and Expense Information Affecting the JPMorgan Trust II and J.P. Morgan Fleming Mutual Fund Group, Inc. Acquiring Funds | A-1 | |||||
APPENDIX B — Form of Reorganization Agreement Among Series of J.P. Morgan Fleming Mutual Fund Group, Inc., JPMorgan Trust I, JPMorgan Trust II and Undiscovered Managers Funds | B-1 | |||||
APPENDIX C — How to Do Business with the Acquiring Funds | C-1 | |||||
APPENDIX D — Comparison of Investment Objectives, Main Investment Strategies and Investment Restrictions, and Information Regarding Fund Managers and Acquiring Funds’ Investment Processes | D-1 | |||||
APPENDIX E — Financial Highlights of the Acquiring Funds | E-1 | |||||
APPENDIX F — Similarities and Differences in the Forms of Organization of JPMorgan Trust I, JPMorgan Trust II, Undiscovered Managers Funds and J.P. Morgan Fleming Mutual Fund Group, Inc. | F-1 | |||||
APPENDIX G — Record Date, Outstanding Shares and Interests of Certain Persons | G-1 |
expenses and expenses related to the Boards’ deferred compensation plan) at the level in effect prior to the Reorganization for the acquired class until October 31, 2010. There is no guarantee such waivers/reimbursements will be continued after October 31, 2010.
Acquired Fund | Acquiring Fund | |||||
---|---|---|---|---|---|---|
JPMorgan Capital Growth Fund | JPMorgan Diversified Mid Cap Growth Fund (to be renamed JPMorgan Mid Cap Growth Fund if the Reorganization is approved) | |||||
JPMorgan Diversified Mid Cap Value Fund | JPMorgan Mid Cap Value Fund | |||||
Undiscovered Managers Small Cap Growth Fund | JPMorgan Dynamic Small Cap Growth Fund |
the outstanding shares entitled to vote constitutes a quorum for the Meeting. Shareholders of the Trust I Acquired Fund and the Trust II Acquired Fund are entitled to one vote for each dollar of Net Asset Value represented by such Shareholders’ shares as of the Record Date and a proportionate fractional vote with respect to the remainder of the Net Asset Value of such shares, if any. With respect to the Undiscovered Managers Acquired Fund, 40% of shares entitled to vote, if present in person or represented by proxy, will constitute a quorum for the Meeting. Shareholders of the Undiscovered Managers Acquired Fund are entitled to one vote for each share and fractional shares are entitled to proportional voting rights. For each Acquired Fund, shares of all classes vote together as a single class. See “VOTING INFORMATION” below.
be changed by a vote of a Fund’s shareholders, while a Fund’s board of trustees has the ability to change non-fundamental policies without a shareholder vote.
JPMorgan Diversified Mid Cap Growth Fund1
JPMorgan Mid Cap Value Fund
1 | To be renamed the JPMorgan Mid Cap Growth Fund if the Reorganization is approved. |
2 | The Board of Trustees of JPMorgan Diversified Mid Cap Growth Fund has recommended that the current shareholders of JPMorgan Diversified Mid Cap Growth Fund approve a change in its investment objective such that it would be non-fundamental and identical to that of the JPMorgan Capital Growth Fund: capital growth over the long term. Existing shareholders of JPMorgan Diversified Mid Cap Growth Fund will vote whether to adopt this change at a shareholder meeting on June 15, 2009. |
JPMorgan Dynamic Small Cap Growth Fund
ANNUAL FUND OPERATING EXPENSES (%) (expenses that are deducted from Fund assets) | JPMorgan Capital Growth Fund | JPMorgan Diversified Mid Cap Growth Fund | JPMorgan Diversified Mid Cap Growth Fund (Pro Forma Combined) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Class A Shares | Class B Shares | Class C Shares | Select Class Shares | Class R2 Shares | Class A Shares | Class B Shares | Class C Shares | Select Class Shares | Class A Shares | Class B Shares | Class C Shares | Select Class Shares | Class R2 Shares | ||||||||||||||||||||||||||||||||||||||||||||||
Management Fee | 0.40 | % | 0.40 | % | 0.40 | % | 0.40 | % | 0.40 | % | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % | |||||||||||||||||||||||||||||||
Distribution (Rule 12b-1) Fees | 0.25 | % | 0.75 | % | 0.75 | % | 0.00 | % | 0.50 | % | 0.25 | % | 0.75 | % | 0.75 | % | 0.00 | % | 0.25 | % | 0.75 | % | 0.75 | % | 0.00 | % | 0.50 | % | |||||||||||||||||||||||||||||||
Shareholder Service Fees | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | |||||||||||||||||||||||||||||||
Other Expenses1 | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.27 | % | 0.27 | % | 0.27 | % | 0.27 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | |||||||||||||||||||||||||||||||
Acquired Fund Fees and Expenses | 0.01 | % | 0.01 | % | 0.01 | % | 0.01 | % | 0.01 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | |||||||||||||||||||||||||||||||
Total Annual Fund Operating Expenses | 1.16 | %2 | 1.66 | %2 | 1.66 | %2 | 0.91 | %2 | 1.41 | %2 | 1.42 | % | 1.92 | % | 1.92 | % | 1.17 | % | 1.40 | % | 1.90 | % | 1.90 | % | 1.15 | % | 1.65 | % | |||||||||||||||||||||||||||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | %3 | 0.00 | %3 | 0.00 | %3 | 0.00 | %3 | 0.00 | %3 | (0.18 | %)4 | (0.03 | %)4 | (0.03 | %)4 | (0.18 | %)4 | (0.25 | %)5 | (0.25 | %)5 | (0.25 | %)5 | (0.25 | %)5 | (0.25 | %)5 | |||||||||||||||||||||||||||||||
Net Expenses | 1.16 | % | 1.66 | % | 1.66 | % | 0.91 | % | 1.41 | % | 1.24 | % | 1.89 | % | 1.89 | % | 0.99 | % | 1.15 | % | 1.65 | % | 1.65 | % | 0.90 | % | 1.40 | % |
1 | “Other Expenses” are based on the actual amounts incurred during the 12 months ended 12/31/08. |
2 | The Total Annual Operating Expenses included in the fee table are different from the ratio of expenses to average net assets that appear in the Financial Highlights. The Financial Highlights are based on the fiscal year ended 6/30/08, and do not include Acquired Fund Fees and Expenses. |
3 | JPMIM, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Boards’ deferred compensation plan) exceed 1.35%, 1.85%, 1.85%, 0.93% and 1.40% of the average daily net assets of Class A, Class B, Class C, Select Class and Class R2 Shares, respectively, through 10/31/09. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses, and Net Expenses would have been 1.15%, 1.65%, 1.65%, 0.90% and 1.40% of the average daily net assets of Class A, Class B, Class C, Select Class and Class R2 Shares, respectively. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time. |
4 | JPMIA, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Boards’ deferred compensation plan) exceed 1.24%, 1.99%, 1.99% and 0.99% of the average daily net assets of Class A, Class B, Class C and Select Class Shares, respectively, through 10/31/09. Due to the contractual expense cap on the Fund’s Ultra Shares (not shown in this proxy statement/prospectus) which currently requires fund level waivers (i.e., waivers that apply to all share classes of the Fund), the “Net Expenses” for the Class B and Class C Shares are further below their contractual expense caps than they would otherwise be. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time. |
5 | JPMIA, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to limit total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board’s deferred compensation plan) from exceeding 1.24, 1.85%, 1.85%, 0.93% and 1.40% of the average daily net assets of Class A, Class B, Class C, Select Class and Class R2 shares, respectively, through 10/31/10. In addition, as described in this proxy/prospectus, JPMIA, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to prevent Net Expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board’s deferred compensation plan) for each class of shares of the JPMorgan Diversified Mid Cap Growth Fund post-Reorganization from exceeding the expense level of the corresponding acquired class of shares in effect prior to the Reorganization. As of March 1, 2009, as a result of declining assets, the expense levels for the Class A, Class B and Class C, Select Class and Class R2 shares of the JPMorgan Capital Growth Fund are 1.26%, 1.76%, 1.76%, 0.93% and 1.40% (excluding Acquired Fund Fees and Expenses), respectively; as a result, the final expense limits post-Reorganization may be lower than the amounts listed above. |
• | 5% return each year, |
• | net expenses through the expiration of each Fund’s and the combined Fund’s contractual expense caps, respectively, and total annual operating expenses thereafter, and |
• | all dividends and distributions are reinvested. |
If You Sell Your Shares, Your Cost Would Be: | ||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
JPMorgan Capital Growth Fund | JPMorgan Diversified Mid Cap Growth Fund | JPMorgan Diversified Mid Cap Growth Fund (Pro Forma Combined) | ||||||||||||||||||||||||||||||||||||||||||||||||||
1 Year | 3 Years | 5 Years | 10 Years | 1 Year | 3 Years | 5 Years | 10 Years | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||||||||||||||||||||||||||||
Class A* | $ | 637 | $ | 874 | $ | 1,130 | $ | 1,860 | $ | 645 | $ | 934 | $ | 1,244 | $ | 2,123 | $ | 636 | $ | 922 | $ | 1,228 | $ | 2,096 | ||||||||||||||||||||||||||||
Class B** | $ | 669 | $ | 823 | $ | 1,102 | $ | 1,832 | $ | 692 | $ | 900 | $ | 1,234 | $ | 2,111 | $ | 668 | $ | 873 | $ | 1,203 | $ | 2,072 | ||||||||||||||||||||||||||||
Class C** | $ | 269 | $ | 523 | $ | 902 | $ | 1,965 | $ | 292 | $ | 600 | $ | 1,034 | $ | 2,241 | $ | 268 | $ | 573 | $ | 1,003 | $ | 2,202 | ||||||||||||||||||||||||||||
Select Class | $ | 93 | $ | 290 | $ | 504 | $ | 1,120 | $ | 101 | $ | 354 | $ | 626 | $ | 1,404 | $ | 92 | $ | 341 | $ | 609 | $ | 1,375 | ||||||||||||||||||||||||||||
Class R2 | $ | 144 | $ | 446 | $ | 771 | $ | 1,691 | N/A | N/A | N/A | N/A | $ | 143 | $ | 496 | $ | 873 | $ | 1,934 |
If You Do Not Sell Your Shares, Your Cost for Class B and Class C Shares Would Be: | ||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
JPMorgan Capital Growth Fund | JPMorgan Diversified Mid Cap Growth Fund | JPMorgan Diversified Mid Cap Growth Fund (Pro Forma Combined) | ||||||||||||||||||||||||||||||||||||||||||||||||||
1 Year | 3 Years | 5 Years | 10 Years | 1 Year | 3 Years | 5 Years | 10 Years | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||||||||||||||||||||||||||||
Class B | $ | 169 | $ | 523 | $ | 902 | $ | 1,832 | $ | 192 | $ | 600 | $ | 1,034 | $ | 2,111 | $ | 168 | $ | 573 | $ | 1,003 | $ | 2,072 | ||||||||||||||||||||||||||||
Class C | $ | 169 | $ | 523 | $ | 902 | $ | 1,965 | $ | 192 | $ | 600 | $ | 1,034 | $ | 2,241 | $ | 168 | $ | 573 | $ | 1,003 | $ | 2,202 |
* | Assumes sales charge is deducted when shares are purchased. |
** | Assumes applicable deferred sales charge is deducted when shares are sold. |
*** | Reflects conversion of Class B shares to Class A shares after they have been owned for eight years. |
ANNUAL FUND OPERATING EXPENSES (%) (expenses that are deducted from Fund assets) | JPMorgan Diversified Mid Cap Value Fund | JPMorgan Mid Cap Value Fund | JPMorgan Mid Cap Value Fund (Pro Forma Combined) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Class A Shares | Class B Shares | Class C Shares | Select Class Shares | Ultra Class Shares | Class A Shares | Class B Shares | Class C Shares | Select Class Shares | Institutional Class Shares | Class A Shares | Class B Shares | Class C Shares | Select Class Shares | Institutional Class Shares | |||||||||||||||||||||||||||||||||||||||||||||||||
Management Fee | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % | |||||||||||||||||||||||||||||||||
Distribution (Rule 12b-1) Fees | 0.25 | % | 0.75 | % | 0.75 | % | 0.00 | % | 0.00 | % | 0.25 | % | 0.75 | % | 0.75 | % | 0.00 | % | 0.00 | % | 0.25 | % | 0.75 | % | 0.75 | % | 0.00 | % | 0.00 | % | |||||||||||||||||||||||||||||||||
Shareholder Service Fees | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.00 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.10 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.10 | % | |||||||||||||||||||||||||||||||||
Other Expenses1 | 0.31 | % | 0.31 | % | 0.31 | % | 0.31 | % | 0.31 | % | 0.28 | % | 0.28 | % | 0.28 | % | 0.28 | % | 0.28 | % | 0.28 | % | 0.28 | % | 0.28 | % | 0.28 | % | 0.28 | % | |||||||||||||||||||||||||||||||||
Total Annual Fund Operating Expenses | 1.46 | %2 | 1.96 | %2 | 1.96 | %2 | 1.21 | %2 | 0.96 | %2 | 1.43 | %2 | 1.93 | %2 | 1.93 | %2 | 1.18 | %2 | 1.03 | %2 | 1.43 | % | 1.93 | % | 1.93 | % | 1.18 | % | 1.03 | % | |||||||||||||||||||||||||||||||||
Fee Waiver and/or Expense Reimbursement | (0.22 | %)3 | (0.12 | %)3 | (0.12 | %)3 | (0.22 | %)3 | (0.12 | %)3 | (0.18 | %)4 | (0.18 | %)4 | (0.18 | %)4 | (0.18 | %)4 | (0.28 | %)4 | (0.19 | %)5 | (0.18 | %)5 | (0.18 | %)5 | (0.19 | %)5 | (0.28 | %)5 | |||||||||||||||||||||||||||||||||
Net Expenses | 1.24 | % | 1.84 | % | 1.84 | % | 0.99 | % | 0.84 | % | 1.25 | % | 1.75 | % | 1.75 | % | 1.00 | % | 0.75 | % | 1.24 | % | 1.75 | % | 1.75 | % | 0.99 | % | 0.75 | % |
1 | “Other Expenses” are based on the actual amounts incurred during the 12 months ended 12/31/08. |
2 | The Total Annual Operating Expenses included in the fee table are different from the ratio of expenses to average net assets that appear in the Financial Highlights. The Financial Highlights are based on the fiscal year ended 6/30/08. |
3 | JPMIA, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expense |
related to the Boards’ deferred compensation plan) exceed 1.24%, 1.99%, 1.99%, 0.99% and 0.84% of the average daily net assets of Class A, Class B, Class C, Select Class and Ultra Shares, respectively, through 10/31/09. Due to the contractual expense cap on the Fund’s Ultra Shares which currently requires fund level waivers (i.e., waivers that apply to all share classes of the Fund), the “Net Expenses” for the Class B and Class C Shares are further below their contractual expense cap than they would otherwise be. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time. |
4 | JPMIM, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Boards’ deferred compensation plan) exceed 1.25%, 2.00%, 2.00%, 1.00% and 0.75% of the average daily net assets of Class A, Class B, Class C, Select Class and Institutional Class Shares, respectively, through 10/31/09. Due to the contractual expense cap on the Fund’s Institutional Class Shares which currently requires fund level waivers (i.e., waivers that apply to all Share Classes of the Fund), the “Net Expenses” for the Class B and Class C Shares are further below their contractual expense cap than they would otherwise be. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time. |
5 | JPMIM, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Boards’ deferred compensation plan) exceed 1.24%, 1.99%, 1.99%, 0.99% and 0.75% of the average daily net assets of Class A, Class B, Class C, Select Class and Institutional Class Shares, respectively, through 10/31/10. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time. |
• | 5% return each year, |
• | net expenses through the expiration of each Fund’s and the combined Fund’s contractual expense caps, respectively, and total annual operating expenses thereafter, and |
• | all dividends and distributions are reinvested. |
If You Sell Your Shares, Your Cost Would Be: | ||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
JPMorgan Diversified Mid Cap Value Fund | JPMorgan Mid Cap Value Fund | JPMorgan Mid Cap Value Fund (Pro Forma Combined) | ||||||||||||||||||||||||||||||||||||||||||||||||||
1 Year | 3 Years | 5 Years | 10 Years | 1 Year | 3 Years | 5 Years | 10 Years | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||||||||||||||||||||||||||||
Class A* | $ | 645 | $ | 942 | $ | 1,261 | $ | 2,162 | $ | 646 | $ | 937 | $ | 1,249 | $ | 2,133 | $ | 645 | $ | 936 | $ | 1,248 | $ | 2,133 | ||||||||||||||||||||||||||||
Class B** | $ | 687 | $ | 904 | $ | 1,246 | $ | 2,146 | $ | 678 | $ | 889 | $ | 1,225 | $ | 2,110 | $ | 678 | $ | 889 | $ | 1,225 | $ | 2,110 | ||||||||||||||||||||||||||||
Class C** | $ | 287 | $ | 604 | $ | 1,046 | $ | 2,276 | $ | 278 | $ | 589 | $ | 1,025 | $ | 2,239 | $ | 278 | $ | 589 | $ | 1,025 | $ | 2,239 | ||||||||||||||||||||||||||||
Select Class | $ | 101 | $ | 362 | $ | 644 | $ | 1,446 | $ | 102 | $ | 357 | $ | 632 | $ | 1,416 | $ | 101 | $ | 356 | $ | 631 | $ | 1,415 | ||||||||||||||||||||||||||||
Ultra | $ | 86 | $ | 294 | $ | 519 | $ | 1,167 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||||||
Institutional Class | N/A | N/A | N/A | N/A | $ | 77 | $ | 300 | $ | 541 | $ | 1,234 | $ | 77 | $ | 300 | $ | 541 | $ | 1,234 |
If You Do Not Sell Your Shares, Your Cost for Class B and Class C Shares Would Be: | ||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
JPMorgan Diversified Mid Cap Value Fund | JPMorgan Mid Cap Value Fund | JPMorgan Mid Cap Value Fund (Pro Forma Combined) | ||||||||||||||||||||||||||||||||||||||||||||||||||
1 Year | 3 Years | 5 Years | 10 Years | 1 Year | 3 Years | 5 Years | 10 Years | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||||||||||||||||||||||||||||
Class B | $ | 187 | $ | 604 | $ | 1,046 | $ | 2,146 | $ | 178 | $ | 589 | $ | 1,025 | $ | 2,110 | $ | 178 | $ | 589 | $ | 1,025 | $ | 2,110 | ||||||||||||||||||||||||||||
Class C | $ | 187 | $ | 604 | $ | 1,046 | $ | 2,276 | $ | 178 | $ | 589 | $ | 1,025 | $ | 2,239 | $ | 178 | $ | 589 | $ | 1,025 | $ | 2,239 |
* | Assumes sales charge is deducted when shares are purchased. |
** | Assumes applicable deferred sales charge is deducted when shares are sold. |
*** | Reflects conversion of Class B shares to Class A shares after they have been owned for eight years. |
ANNUAL FUND OPERATING EXPENSES (%) (expenses that are deducted from Fund assets) | Undiscovered Managers Small Cap Growth Fund | JPMorgan Dynamic Small Cap Growth Fund | JPMorgan Dynamic Small Cap Growth Fund (Pro Forma Combined) | ||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Class A Shares | Institutional Class Shares | Class A Shares | Select Class Shares | Class A Shares | Select Class Shares | ||||||||||||||||||||||
Management Fee | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % | |||||||||||||||
Distribution (Rule 12b-1) Fees | 0.25 | % | 0.00 | % | 0.25 | % | 0.00 | % | 0.25 | % | 0.00 | % | |||||||||||||||
Shareholder Service Fees | 0.25 | % | 0.10 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | |||||||||||||||
Other Expenses1 | 0.41 | % | 0.41 | % | 0.87 | % | 0.87 | % | 0.68 | % | 0.68 | % | |||||||||||||||
Total Annual Fund Operating Expenses | 1.56 | %2 | 1.16 | %2 | 2.02 | %2 | 1.77 | %2 | 1.83 | % | 1.58 | % | |||||||||||||||
Fee Waiver and/or Expense Reimbursement | (0.06 | %) | (0.16 | %) | (0.52 | %) | (0.67 | %) | (0.33 | %) | (0.58 | %) | |||||||||||||||
Net Expenses | 1.50 | %3 | 1.00 | %3 | 1.50 | %4 | 1.10 | %4 | 1.50 | %5 | 1.00 | %5 |
1 | “Other Expenses” are based on the actual amounts incurred during the 12 months ended 12/31/08. |
2 | The Total Annual Operating Expenses included in the fee table are different from the ratio of expenses to average net assets that appear in the Financial Highlights. The Financial Highlights are based on a fiscal year ended 8/31/08 and 6/30/08 for the Undiscovered Managers Small Cap Growth Fund and JPMorgan Dynamic Small Cap Growth Fund, respectively. |
3 | JPMIM, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Boards’ deferred compensation plan) exceed 1.50% and 1.00% of the average daily net assets of Class A and Institutional Class Shares, respectively, through 10/31/09. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time. |
4 | JPMIM, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Boards’ deferred compensation plan) exceed 1.50% and 1.10% of the average daily net assets of Class A Shares and Select Class Shares, through 10/31/09. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time. |
5 | JPMIM, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Boards’ deferred compensation plan) exceed 1.50% and 1.00% of the average daily net assets of Class A and Select Class Shares, respectively, through 10/31/10. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time. |
• | 5% return each year, |
• | net expenses through the expiration of each Fund’s and the combined Fund’s contractual expense caps, respectively, and total annual operating expenses thereafter, and |
• | all dividends and distributions are reinvested. |
Whether or Not You Sell Your Shares, Your Cost Would Be: | ||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Undiscovered Managers Small Cap Growth Fund | JPMorgan Dynamic Small Cap Growth Fund | JPMorgan Dynamic Small Cap Growth Fund (Pro Forma Combined) | ||||||||||||||||||||||||||||||||||||||||||||||||||
1 Year | 3 Years | 5 Years | 10 Years | 1 Year | 3 Years | 5 Years | 10 Years | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||||||||||||||||||||||||||||
Class A* | $ | 670 | $ | 986 | $ | 1,325 | $ | 2,279 | $ | 670 | $ | 1,078 | $ | 1,510 | $ | 2,710 | $ | 670 | $ | 1,040 | $ | 1,434 | $ | 2,535 | ||||||||||||||||||||||||||||
Institutional Class | $ | 102 | $ | 353 | $ | 623 | $ | 1,395 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||||||
Select Class | N/A | N/A | N/A | N/A | $ | 112 | $ | 492 | $ | 897 | $ | 2,028 | $ | 102 | $ | 442 | $ | 806 | $ | 1,829 |
* | Assumes sales charge is deducted when shares are purchased. |
Ultra Shares | Institutional Class Shares | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Purchase Policies and Procedures | Ultra Shares may be purchased by investors (i) whose investments in a Fund are made and directed on their behalf by investment representatives at JPMIM, JPMIA, or JPMorgan Chase Bank, N.A. or their affiliates (the Investment Manager) pursuant to a discretionary investment management agreement or trust agreement that provides for discretionary investment management services between the Investment Manager and the investor (a Discretionary Account) and (ii) whose Discretionary Account’s initial investment in the JPMorgan Diversified Mid Cap Value Fund is at least $5,000,000. Ultra Shares also may be purchased by 401(k) and other retirement plans administered by the Retirement Plan Services affiliate of JPMorgan Chase Bank, N.A. Accounts may be opened with the Fund’s transfer agent either directly or through a Financial Intermediary. | Institutional Class Shares may be purchased directly from the Fund through JPMDS by institutional investors such as corporations, pension and profit sharing plans and foundations that meet the minimum investment requirement for purchases of Institutional Class Shares. Institutional Class Shares may also be purchased through your Financial Intermediary or any other organization, including affiliates of JPMorgan Chase authorized to act in a fiduciary, advisory, custodial or agency capacity for its clients or customers. Financial Intermediaries or such other organizations may impose eligibility requirements for each of their clients or customers investing in the Fund, including investment minimum requirements, which may be the same or differ from the requirements for investors purchasing directly from the Fund. |
Ultra Shares | Institutional Class Shares | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Investment Minimums | Ultra Shares are subject to a $5,000,000 minimum investment requirement for all investors except 401(k) and other retirement plans administered by the Retirement Services affiliate of JPMorgan Chase Bank, N.A. You are required to maintain a minimum account balance equal to the minimum initial investment in the Fund. A Financial Intermediary may impose different investment minimums. There are no minimum levels for subsequent purchases. | Institutional Class Shares are subject to a $3,000,000 minimum investment requirement. An investor can combine purchases of Institutional Class Shares of other JPMorgan Funds (except for money market funds) in order to meet the minimum. There are no minimum levels for subsequent purchases. Investment minimums may be waived for certain types of retirement accounts (e.g., 401(k) and 403(b)) as well as for certain wrap fee accounts. The Funds reserve the right to waive any investment minimum. | ||||||||
Exchange Policies and Procedures | Ultra Shares of the Funds may be exchanged for Ultra Shares of other JPMorgan Funds or any other class of the same Fund, subject to any investment minimum or eligibility requirements. | Institutional Class Shares of the Fund may be exchanged for Institutional Class Shares of another non-money market JPMorgan Fund or for another class of the same Fund. All exchanges are subject to meeting any investment minimum or eligibility requirements. |
Institutional Class Shares | Select Class Shares | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Purchase Policies and Procedures | Institutional Class Shares may be purchased directly from the Fund through JPMDS by institutional investors such as corporations, pension and profit sharing plans and foundations that meet the minimum investment requirement for purchases of Institutional Class Shares. Institutional Class Shares may also be purchased through your Financial Intermediary or any other organization, including affiliates of JPMorgan Chase authorized to act in a fiduciary, advisory, custodial or agency capacity for its clients or customers. Financial Intermediaries or such other organizations may impose eligibility requirements for each of their clients or customers investing in the Fund, including investment minimum requirements, which may be the same or may differ from the requirements for investors purchasing directly from the Fund. | Select Class Shares may be purchased directly from the Fund through JPMDS by institutional investors such as corporations, pension and profit sharing plans and foundations that meet the minimum investment requirement for purchases of Select Class Shares. Select Class Shares may also be purchased through your Financial Intermediary or any other organization, including affiliates of JPMorgan Chase authorized to act in a fiduciary, advisory, custodial or agency capacity for its clients or customers. Financial Intermediaries or such other organizations may impose eligibility requirements for each of their clients or customers investing in the Fund, including investment minimum requirements, which may be the same or may differ from the requirements for investors purchasing directly from the Fund. Select Class Shares may also be purchased directly from the Fund by officers, directors or trustees, retirees and employees and their immediate families (i.e., spouses, domestic partners, children, grandchildren, parents, grandparents and any dependent of the person, as defined in section 152 of the Internal Revenue Code) of: a. JPMorgan Funds. b. JPMorgan Chase and its subsidiaries and affiliates. |
Institutional Class Shares | Select Class Shares | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Investment Minimums | Institutional Class Shares are subject to a $3,000,000 minimum investment requirement. An investor can combine purchases of Institutional Class Shares of other JPMorgan Funds (except for money market funds) in order to meet the minimum. There are no minimum levels for subsequent purchases. Investment minimums may be waived for certain types of retirement accounts (e.g., 401(k) and 403(b)) as well as for certain wrap fee accounts. The Funds reserve the right to waive any investment minimum. | Select Class Shares are subject to a $1,000,000 minimum investment requirement. An investor can combine purchases of Select Class Shares of other JPMorgan Funds in order to meet the minimum. A Financial Intermediary may impose different investment minimums. There are no minimum levels for subsequent purchases. Officers, directors or trustees, retirees and employees and their immediate families of JPMorgan Funds and JPMorgan Chase and its subsidiaries and affiliates may also open new Select Class Shares accounts subject to a $2,500 minimum investment requirement provided such accounts are opened directly from the Fund and not through a Financial Intermediary. Investment minimums may be waived for certain types of retirement accounts (e.g., 401(k) and 403(b)) as well as for certain wrap fee accounts. The Fund reserves the right to waive any investment minimum. | ||||||||
Exchange Policies and Procedures | Institutional Class Shares of the Fund may be exchanged for Institutional Class Shares of another non-money market JPMorgan Fund or for another class of the same Fund. All exchanges are subject to meeting any investment minimum or eligibility requirements. | Select Class Shares of the Fund may be exchanged for Select Class Shares of another non-money market JPMorgan Fund or for another class of the same Fund. All exchanges are subject to meeting any investment minimum or eligibility requirements. |
PRINCIPAL RISKS OF INVESTING IN THE FUNDS
JPMorgan Diversified Mid Cap Growth Fund
JPMorgan Capital Growth Fund | JPMorgan Diversified Mid Cap Growth Fund | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Investment Objective | The Fund seeks capital growth over the long term. | The Fund seeks growth of capital and secondarily, current income by investing primarily in equity securities.1 |
1 | The Board of Trustees of JPMorgan Diversified Mid Cap Growth Fund has recommended that the current shareholders of JPMorgan Diversified Mid Cap Growth Fund approve a change in its investment objective such that it would be non-fundamental and identical to that of the JPMorgan Capital Growth Fund: capital growth over the long term. Existing shareholders of JPMorgan Diversified Mid Cap Growth Fund will vote whether to adopt this change at a shareholder meeting on June 15, 2009. |
JPMorgan Capital Growth Fund | JPMorgan Diversified Mid Cap Growth Fund | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Main Investment Strategy | The Fund invests primarily in common stocks of mid cap companies which its adviser, JPMIM, believes are capable of achieving sustained growth. Under normal circumstances, the Fund invests at least 80% of its Assets in a broad portfolio of common stocks of companies with market capitalizations equal to those within the universe of Russell Midcap® Growth Index stocks at the time of purchase. “Assets” means net assets, plus the amount of borrowings for investment purposes. The Fund may engage in securities lending. | The Fund invests primarily in common stocks of mid cap companies which its adviser, JPMIA, believes are capable of achieving sustained growth. Under normal circumstances, at least 80% of the Fund’s Assets will be invested in equity securities of mid cap companies, including common stocks and debt securities and preferred stocks that are convertible to common stocks. “Assets” means net assets, plus the amount of borrowings for investment purposes. Mid cap companies are companies with market capitalizations similar to those within the universe of the Russell Midcap® Growth Index at the time of purchase. The Fund may engage in securities lending. | ||||||||
Principal Risks* | • Derivatives Risk • Equity Market Risk • Growth Investing Risk • High Portfolio Turnover Risk • Mid Cap Company Risk • Redemption Risk • Securities Lending Risk • Temporary Defensive Positions Risk | • Derivatives Risk • Equity Market Risk • Growth Investing Risk • Mid Cap Company Risk • Redemption Risk • Securities Lending Risk • Temporary Defensive Positions Risk |
* | The Principal Risks descriptions are found in “Principal Risks of Investing in the Funds” beginning on page 28. |
JPMorgan Mid Cap Value Fund
JPMorgan Diversified Mid Cap Value Fund | JPMorgan Mid Cap Value Fund | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Investment Objective | The Fund seeks capital appreciation with the secondary goal of achieving current income by investing primarily in equity securities. | The Fund seeks growth from capital appreciation. | ||||||||
Main Investment Strategy | Under normal circumstances, at least 80% of the Fund’s Assets will be invested in equity securities of mid cap companies, including common stock and debt securities and preferred stocks both of which are convertible into common stocks. “Assets” means net assets, plus the amount of borrowings for investment purposes. Mid cap companies are companies with market capitalizations similar to those within the universe of the Russell Midcap® Value Index at the time of purchase. The Fund’s investments are primarily in common stocks and real estate investment trusts (“REITs”). The Fund may engage in securities lending. | Under normal circumstances, the Fund invests at least 80% of its Assets in equity securities of mid cap companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. Mid cap companies are companies with market capitalizations between $1 billion to $20 billion at the time of purchase. The Fund’s investments are primarily in common stocks and REITs. The Fund may engage in securities lending. | ||||||||
Principal Risks* | • Derivatives Risk • Equity Market Risk • Mid Cap Company Risk • Real Estate Securities Risk • Redemption Risk • Securities Lending Risk • Temporary Defensive Positions Risk • Value Investing Risk | • Derivatives Risk • Equity Market Risk • Mid Cap Company Risk • Real Estate Securities Risk • Redemption Risk • Securities Lending Risk • Temporary Defensive Positions Risk • Value Investing Risk |
* | The Principal Risks descriptions are found in “Principal Risks of Investing in the Funds” beginning on page 28. |
JPMorgan Dynamic Small Cap Growth Fund
Undiscovered Managers Small Cap Growth Fund | JPMorgan Dynamic Small Cap Growth Fund | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Investment Objective | Long-term capital appreciation | The Fund seeks capital growth over the long term. | ||||||||
Main Investment Strategy | The Fund seeks to achieve its objective by investing primarily in common stocks of small cap, U.S. companies with market capitalizations equal to those within the universe of the Russell 2000® Growth Index or with market capitalizations of less than $3.5 billion at the time of purchase. Under normal circumstances, the Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in common stocks of small cap companies. The Fund’s adviser, JPMIM, will utilize a combination of qualitative analysis and quantitative metrics in order to seek to achieve target returns that are higher than the Fund’s benchmark while maintaining a moderate risk profile. | Under normal circumstances, the Fund invests at least 80% of its Assets in equity securities of small cap companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. Small cap companies are companies with market capitalizations equal to those within the universe of the Russell 2000® Growth Index and/or with market capitalizations of less than $3.5 billion at the time of purchase. The Fund invests primarily in common stocks. The Fund’s adviser, JPMIM, will utilize a combination of qualitative analysis and quantitative metrics in order to seek to achieve target returns which are higher than the Fund’s benchmark while maintaining a moderate risk profile. The Fund may engage in securities lending. | ||||||||
Principal Risks* | • Common Stocks and Other Equity Securities Risk • Derivatives Risk • Equity Market Risk • Growth Investing Risk • Redemption Risk • Small Companies Risk • Temporary Defensive Positions Risk | • Derivatives Risk • Equity Market Risk • Growth Investing Risk • High Portfolio Turnover Risk • Redemption Risk • Securities Lending Risk • Small Cap Company Risk • Temporary Defensive Positions Risk |
* | The Principal Risks descriptions are found in “Principal Risks of Investing in the Funds” beginning on page 28. |
and creditworthiness of the issuer. In particular, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management of the underlying properties. REITs may be more volatile and/or more illiquid than other types of equity securities. A Fund will indirectly bear its proportionate share of expenses, including management fees, paid by each REIT in which it invests in addition to the expenses of the Fund.
susceptible to particular economic events or competitive factors than large capitalization companies. This may cause unexpected and frequent decreases in the value of a Fund’s investments.
close of business on June 26, 2009, or on another date as the parties may agree (“Closing Date”). The net asset value per share of each Acquired Fund and the net asset value per share of the Acquiring Fund will be determined by dividing the Fund’s assets, less liabilities, by the total number of its outstanding shares on a class-by-class basis. The method of valuation employed will be in accordance with the valuation procedures of the Acquiring Funds (which are identical to those of the Acquired Funds), and are described in the Acquiring Funds’ prospectuses and Statements of Additional Information.
cost of any proxy soliciting, but excluding brokerage fees and brokerage expenses related to the disposition and acquisition of Fund assets incurred in connection with the Reorganization.
• | the elimination of overlapping or similar product offerings; |
• | the similarity of the investment objectives, strategies, policies and restrictions of the Acquired Funds in the Reorganizations with those of the Acquiring Funds; |
• | the investment performance of the Acquiring Funds as compared to that of the Acquired Funds; |
• | the relative size of the Acquiring and Acquired Funds; |
• | the effect the Reorganizations would have on annual fund operating expenses, shareholder fees and expenses; |
• | the direct and indirect federal income tax consequences of the Reorganizations, including the availability of capital loss carryforwards; |
• | JPMIM or JPMIA, as applicable, JPMFM and JPMDS will waive their fees and/or reimburse expenses of the Funds in an amount sufficient to offset the costs incurred by the Funds relating to the Reorganizations. These waivers and reimbursements will not include brokerage fees and brokerage expenses related to the disposition and acquisition of Fund assets; |
• | any potential dilutive factors of the Reorganizations; and |
• | potential alternatives to the proposed Reorganizations such as selling or liquidating the Acquired Funds. |
Reorganization. Therefore, in certain circumstances, former shareholders of a Fund may pay taxes sooner, or pay more taxes, than they would have had a Reorganization not occurred.
Reorganization since that would depend on the realization of gains prior to the expiration of such losses.
JPMorgan Diversified Mid Cap Growth Fund | 0.65% |
JPMorgan Mid Cap Value Fund | 0.53% | |||||
JPMorgan Dynamic Small Cap Growth Fund | 0.34% |
JPMIM and JPMIA are affiliated through their parent entity, JPMorgan Chase. Furthermore, although the adviser will change, the investment advisory agreement for the Acquiring Fund is similar to that of the Acquired Fund.
reflect the deduction of the maximum front-end sales load and the performance for Class B and Class C Shares reflects the deduction of the applicable contingent deferred sales load.
Best Quarter | 4th quarter, 1999 | 28.45 | % | Worst Quarter | 4th quarter, 2008 | –27.10 | % |
1 | The Fund’s fiscal year end is 6/30. |
Past 1 Year | Past 5 Years | Past 10 Years | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
CLASS A SHARES | ||||||||||||||
Return Before Taxes | –46.90 | –3.02 | 0.45 | |||||||||||
Return After Taxes on Distributions | –47.15 | –4.45 | –1.09 | |||||||||||
Return After Taxes on Distributions and Sale of Fund Shares | –30.16 | –2.24 | 0.26 | |||||||||||
CLASS B SHARES Return Before Taxes | –49.29 | –3.05 | 0.42 | 3 | ||||||||||
CLASS C SHARES Return Before Taxes | –45.29 | –2.60 | 0.31 | |||||||||||
SELECT CLASS SHARES | ||||||||||||||
Return Before Taxes | –43.77 | –1.70 | 1.26 | |||||||||||
RUSSELL MIDCAP® GROWTH INDEX1,ˆ | ||||||||||||||
(Reflects No Deduction for Fees, Expenses or Taxes) | –44.32 | –2.33 | –0.19 | |||||||||||
LIPPER MID-CAP GROWTH FUNDS INDEX2,ˆ | ||||||||||||||
(Reflects No Deduction for Taxes) | –44.04 | –1.18 | 0.49 |
may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
1 | The Russell Midcap® Growth Index is an unmanaged index which measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of the mutual fund expenses, including sales charges if applicable. |
2 | The performance of the Lipper Mid-Cap Growth Funds Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund. |
3 | Class B Shares automatically convert to Class A Shares after eight years. Therefore, the performance in the “Past 10 Years” column represents a combination of Class A and Class B operating expenses. |
ˆ | Investors cannot invest directly in an index. |
Best Quarter | 3rd quarter, 1999 | 17.94 | % | Worst Quarter | 4th quarter, 2008 | –21.62 | % |
1 | The Fund’s fiscal year end is 6/30. |
Past 1 Year | Past 5 Years | Past 10 Years | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
CLASS A SHARES* | ||||||||||||||
Return Before Taxes | –36.75 | –0.20 | 8.35 | |||||||||||
CLASS B SHARES* | ||||||||||||||
Return Before Taxes | –38.57 | –0.04 | 8.44 | |||||||||||
CLASS C SHARES* | ||||||||||||||
Return Before Taxes | –34.57 | 0.35 | 8.46 | |||||||||||
SELECT CLASS SHARES* | ||||||||||||||
Return Before Taxes | –33.06 | 1.15 | 9.17 | |||||||||||
INSTITUTIONAL CLASS SHARES | ||||||||||||||
Return Before Taxes | –32.90 | 1.39 | 9.36 | |||||||||||
Return After Taxes on Distributions | –33.46 | 0.52 | 7.43 | |||||||||||
Return After Taxes on Distributions and Sale of Fund Shares | –20.69 | 1.26 | 7.29 | |||||||||||
RUSSELL MIDCAP® VALUE INDEX1,ˆ | ||||||||||||||
(Reflects No Deduction for Fees, Expenses or Taxes) | –38.44 | 0.33 | 4.44 | |||||||||||
LIPPER MID-CAP VALUE FUNDS INDEX2,ˆ | ||||||||||||||
(Reflects No Deduction for Taxes) | –39.71 | –1.24 | 3.95 |
of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
* | Historical performance shown for Class A, Class B, Class C and Select Class Shares prior to their inception on 4/30/01 is based on the performance of the Fund’s Institutional Class Shares, which invest in the same portfolio of securities. During these periods the actual returns of Class A, Class B, Class C and Select Class Shares would have been lower than shown because Class A, Class B, Class C and Select Class Shares have higher expenses than Institutional Class Shares. |
1 | The Russell Midcap® Value Index is an unmanaged index which measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of the mutual fund expenses, including sales charges if applicable. |
2 | The performance of the Lipper Mid-Cap Value Funds Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund. |
ˆ | Investors cannot invest directly in an index. |
Best Quarter | 4th quarter, 1999 | 24.00 | % | Worst Quarter | 4th quarter, 2008 | –26.98 | % |
1 | The Fund’s fiscal year end is 6/30. |
Past 1 Year | Past 5 Years | Past 10 Years | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
CLASS A SHARES | ||||||||||||||
Return Before Taxes | –46.67 | –4.27 | 0.66 | |||||||||||
Return After Taxes on Distributions | –46.67 | –5.31 | –0.27 | |||||||||||
Return After Taxes on Distributions and Sale of Fund Shares | –30.33 | –3.57 | 0.47 | |||||||||||
SELECT CLASS SHARES* | ||||||||||||||
Return Before Taxes | –43.54 | –2.86 | 1.58 | |||||||||||
RUSSELL 2000® GROWTH INDEX1,ˆ | ||||||||||||||
(Reflects No Deduction for Fees, Expenses or Taxes) | –38.54 | –2.35 | –0.76 | |||||||||||
LIPPER SMALL-CAP GROWTH FUNDS INDEX2,ˆ | ||||||||||||||
(Reflects No Deduction for Taxes) | –42.62 | –4.06 | 0.92 |
* | Historical performance shown for the Select Class Shares prior to their inception on 4/5/99 is based on the performance of the Fund’s Class A Shares, which invest in the same portfolio of securities. The actual returns of Select Class Shares would have been different than those shown because Select Class Shares have different expenses than Class A Shares. |
1 | The Russell 2000® Growth Index is an unmanaged index which measures the performance of those Russell 2000 Index companies with higher price-to-book ratios and higher forecasted growth values. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of the mutual fund expenses, including sales charges if applicable. |
2 | The performance of the Lipper Small-Cap Growth Funds Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund. |
ˆ | Investors cannot invest directly in an index. |
THE ACQUIRING FUNDS AND ACQUIRED FUNDS
statements are included in the respective Fund’s annual report, which is incorporated by reference. All unaudited interim financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. In addition, all such adjustments are of a normal recurring nature.
JPMorgan Capital Growth Fund | JPMorgan Diversified Mid Cap Growth Fundˆ | Pro Forma Adjustments | JPMorgan Diversified Mid Cap Growth Fund (Pro Forma Combined) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Class A | ||||||||||||||||||
Net Assets (000’s) | $ | 268,191 | $ | 223,543 | $ | — | $ | 491,734 | ||||||||||
Shares Outstanding (000’s) | 11,368 | 18,592 | 10,944 | 40,904 | ||||||||||||||
Net Asset Value Per Share | $ | 23.59 | $ | 12.02 | $ | — | $ | 12.02 | ||||||||||
Class B | ||||||||||||||||||
Net Assets (000’s) | $ | 7,870 | $ | 27,927 | $ | — | $ | 35,797 | ||||||||||
Shares Outstanding (000’s) | 377 | 2,921 | 446 | 3,744 | ||||||||||||||
Net Asset Value Per Share | $ | 20.87 | $ | 9.56 | $ | — | $ | 9.56 | ||||||||||
Class C | ||||||||||||||||||
Net Assets (000’s) | $ | 12,376 | $ | 12,794 | $ | — | $ | 25,170 | ||||||||||
Shares Outstanding (000’s) | 605 | 1,171 | 528 | 2,304 | ||||||||||||||
Net Asset Value Per Share | $ | 20.46 | $ | 10.92 | $ | — | $ | 10.92 | ||||||||||
Select Class | ||||||||||||||||||
Net Assets (000’s) | $ | 286,070 | $ | 247,132 | $ | — | $ | 533,202 | ||||||||||
Shares Outstanding (000’s) | 11,252 | 19,329 | 11,115 | 41,696 | ||||||||||||||
Net Asset Value Per Share | $ | 25.42 | $ | 12.79 | $ | — | $ | 12.79 | ||||||||||
Class R2 | ||||||||||||||||||
Net Assets(000’s) | $ | 47 | $ | — | $ | — | $ | 47 | ||||||||||
Shares Outstanding (000’s) | 2 | — | 2 | 4 | ||||||||||||||
Net Asset Value Per Share | $ | 23.58 | $ | — | $ | — | $ | 12.02 |
ˆ | The Fund’s Class R2 Shares have not yet commenced operations as of the date of this Proxy Statement/Prospectus, and there are not currently any Net Assets, Shares Outstanding, and Net Asset Value Per Share for the Fund’s Class R2 Shares. |
JPMorgan Diversified Mid Cap Value Fund | JPMorgan Mid Cap Value Fund | Pro Forma Adjustments | JPMorgan Mid Cap Value Fund (Pro Forma Combined) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Class A | ||||||||||||||||||
Net Assets (000’s) | $ | 82,919 | $ | 1,689,117 | $ | — | $ | 1,772,036 | ||||||||||
Shares Outstanding (000’s) | 14,457 | 110,098 | (9,052 | ) | 115,503 | |||||||||||||
Net Asset Value Per Share | $ | 5.74 | $ | 15.34 | $ | — | $ | 15.34 | ||||||||||
Class B | ||||||||||||||||||
Net Assets (000’s) | $ | 17,902 | $ | 103,606 | $ | — | $ | 121,508 | ||||||||||
Shares Outstanding (000’s) | 3,446 | 6,914 | (2,252 | ) | 8,108 | |||||||||||||
Net Asset Value Per Share | $ | 5.20 | $ | 14.99 | $ | — | $ | 14.99 | ||||||||||
Class C | ||||||||||||||||||
Net Assets (000’s) | $ | 8,208 | $ | 322,124 | $ | — | $ | 330,332 | ||||||||||
Shares Outstanding (000’s) | 1,581 | 21,440 | (1,035 | ) | 21,986 | |||||||||||||
Net Asset Value Per Share | $ | 5.19 | $ | 15.02 | $ | — | $ | 15.02 | ||||||||||
Select Class | ||||||||||||||||||
Net Assets (000’s) | $ | 66,973 | $ | 583,247 | $ | — | $ | 650,220 | ||||||||||
Shares Outstanding (000’s) | 11,754 | 37,728 | (7,422 | ) | 42,060 | |||||||||||||
Net Asset Value Per Share | $ | 5.70 | $ | 15.46 | $ | — | $ | 15.46 | ||||||||||
Ultra* | ||||||||||||||||||
Net Assets (000’s) | $ | 2,649 | $ | — | $ | (2,649 | ) | $ | — | |||||||||
Shares Outstanding (000’s) | 464 | — | (464 | ) | — | |||||||||||||
Net Asset Value Per Share | $ | 5.71 | $ | — | $ | — | — | |||||||||||
Institutional Class* | �� | |||||||||||||||||
Net Assets (000’s) | $ | — | $ | 1,161,529 | $ | 2,649 | $ | 1,164,178 | ||||||||||
Shares Outstanding (000’s) | — | 74,672 | 170 | 74,842 | ||||||||||||||
Net Asset Value Per Share | $ | — | $ | 15.56 | $ | — | $ | 15.56 |
* | If the Reorganization is approved by shareholders, Ultra shareholders of JPMorgan Diversified Mid Cap Value Fund will receive Institutional Class Shares of JPMorgan Mid Cap Value Fund when the Reorganization is completed on the Closing Date. |
Undiscovered Managers Small Cap Growth Fund | JPMorgan Dynamic Small Cap Growth Fund | Pro Forma Adjustments | JPMorgan Dynamic Small Cap Growth Fund (Pro Forma Combined) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Class A | ||||||||||||||||||
Net Assets (000’s) | $ | 101 | $ | 50,417 | $ | — | $ | 50,518 | ||||||||||
Shares Outstanding (000’s) | 24 | 4,602 | (15 | ) | 4,611 | |||||||||||||
Net Asset Value Per Share | $ | 4.23 | $ | 10.96 | $ | — | $ | 10.96 | ||||||||||
Select Class* | ||||||||||||||||||
Net Assets (000’s) | $ | — | $ | 23,904 | $ | 14,749 | $ | 38,653 | ||||||||||
Shares Outstanding (000’s) | 2,080 | 1,284 | 3,364 | |||||||||||||||
Net Asset Value Per Share | $ | — | $ | 11.49 | $ | — | $ | 11.49 | ||||||||||
Institutional Class* | ||||||||||||||||||
Net Assets (000’s) | $ | 14,749 | $ | — | $ | (14,749 | ) | $ | — | |||||||||
Shares Outstanding (000’s) | 3,414 | — | (3,414 | ) | — | |||||||||||||
Net Asset Value Per Share | $ | 4.32 | $ | — | $ | — | $ | — |
* | If the Reorganization is approved by shareholders, Institutional Class shareholders of Undiscovered Managers Small Cap Growth Fund will receive Select Class Shares of JPMorgan Dynamic Small Cap Growth Fund when the Reorganization is completed on the Closing Date. |
Governance Committee no less frequently than monthly. The Governance Committee will periodically review such communications and determine how to respond, if at all. Other members of the Board will receive, no less frequently than quarterly, a summary of all shareholder communications received during the prior quarter, which summary shall identify the substance of such communications.
solicitation. In addition, JPMIA and JPMIM may reimburse persons holding shares in their names or in the names of their nominees for expenses incurred in forwarding solicitation material to their beneficial owners.
the proxy materials for the next meeting are sent to shareholders. The submission of a proposal does not guarantee its inclusion in the proxy statement and is subject to limitations under the federal securities laws. The JPMorgan Funds are not required to hold regular meetings of shareholders, and in order to minimize costs, do not intend to hold meetings of the shareholders unless required by applicable law, regulation, regulatory policy, or unless otherwise deemed advisable by the Board of the Fund’s management. Therefore, it is not practicable to specify a date by which proposals must be received in order to be incorporated in an upcoming proxy statement for a meeting of shareholders.
LEGAL PROCEEDINGS AND ADDITIONAL FEE AND EXPENSE
INFORMATION AFFECTING THE JPMORGAN TRUST II AND
J.P. MORGAN FLEMING MUTUAL FUND GROUP, INC. ACQUIRING FUNDS
settlement in principle has been reached for the purpose of resolving all remaining claims in the litigation in Maryland. The settlement is subject to court approval.
non-Reduced Rate Funds, Rule 12b-1 distribution fees, fees paid to vendors not affiliated with JPMIA that provide services to the Funds and other fees and expenses of the Funds. The “Net Expense Ratio” is Gross Expenses less any fee waivers or expense reimbursements to achieve the Reduced Rates, if applicable, or other fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIA and/or its affiliates, as applicable.
Class | Net Expense Ratio | Gross Expense Ratio | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
JPMorgan Diversified Mid Cap Growth Fund | A | 1.15 | % | 1.40 | % | |||||||||
B | 1.65 | % | 1.90 | % | ||||||||||
C | 1.65 | % | 1.90 | % | ||||||||||
Select | 0.90 | % | 1.15 | % | ||||||||||
R2 | 1.40 | % | 1.65 | % | ||||||||||
JPMorgan Mid Cap Value Fund | A | 1.24 | 1.43 | |||||||||||
B | 1.75 | 1.93 | ||||||||||||
C | 1.75 | 1.93 | ||||||||||||
Select | 0.99 | 1.18 | ||||||||||||
Institutional | 0.75 | 1.03 |
• | On 7/1/09, you invest $10,000 in the Fund and you will hold the shares for the entire 10 year period; |
• | Your investment has a 5% return each year; |
• | The Fund’s operating expenses remain at the levels discussed below and are not affected by increases or decreases in Fund assets over time; |
• | At the time of purchase, any applicable initial sales charges (loads) are deducted; |
• | There is no sales charge (load) on reinvested dividends; and |
• | The annual costs are calculated using the Net Expense Ratios for the period through the expiration of any fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIA and/or its affiliates; and the Gross Expense Ratios thereafter. |
Class A | Class C1 | ||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Period Ended | | Annual Costs | | Gross Cumulative Return | | Net Cumulative Return | | Net Annual Return | | Annual Costs | | Gross Cumulative Return | | Net Cumulative Return | | Net Annual Return | |||||||||||||||||||
June 30, 2010 | $ | 636 | –0.51 | % | –1.60 | % | –1.60 | % | $ | 168 | 5.00 | % | 3.35 | % | 3.35 | % | |||||||||||||||||||
June 30, 2011 | 140 | 4.46 | 1.94 | 3.60 | 199 | 10.25 | 6.55 | 3.10 | |||||||||||||||||||||||||||
June 30, 2012 | 145 | 9.68 | 5.61 | 3.60 | 206 | 15.76 | 9.86 | 3.10 | |||||||||||||||||||||||||||
June 30, 2013 | 151 | 15.17 | 9.41 | 3.60 | 212 | 21.55 | 13.26 | 3.10 | |||||||||||||||||||||||||||
June 30, 2014 | 156 | 20.93 | 13.35 | 3.60 | 219 | 27.63 | 16.77 | 3.10 | |||||||||||||||||||||||||||
June 30, 2015 | 162 | 26.97 | 17.43 | 3.60 | 225 | 34.01 | 20.39 | 3.10 | |||||||||||||||||||||||||||
June 30, 2016 | 167 | 33.32 | 21.66 | 3.60 | 232 | 40.71 | 24.13 | 3.10 | |||||||||||||||||||||||||||
June 30, 2017 | 173 | 39.99 | 26.04 | 3.60 | 239 | 47.75 | 27.97 | 3.10 | |||||||||||||||||||||||||||
June 30, 2018 | 180 | 46.99 | 30.58 | 3.60 | 247 | 55.13 | 31.94 | 3.10 | |||||||||||||||||||||||||||
June 30, 2019 | 186 | 54.34 | 35.28 | 3.60 | 255 | 62.89 | 36.03 | 3.10 |
1 | The disclosure and numbers for Class C Shares shown above assume that the shareholder did not redeem the shares. With redemption, the numbers for Class C Shares for the first year (period ended June 30, 2010) would be as follows: |
Annual Costs | | Gross Cumulative Return | | Net Cumulative Return | | Net Annual Return | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
$268 | 4.00% | 2.35% | 2.35% |
Class B1 | |||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Annual Costs | Gross Cumulative Return | Net Cumulative Return | Net Annual Return | ||||||||||||||||||||||||||||||||
Period Ended | | Without Redemp- tion | | With Redemp- tion2 | | Without Redemp- tion | | With Redemp- tion2 | | Without Redemp- tion | | With Redemp- tion2 | | Without Redemp- tion | | With Redemp- tion2 | |||||||||||||||||||
June 30, 2010 | $ | 168 | $ | 668 | 5.00 | % | 0.00 | % | 3.35 | % | –1.65 | % | 3.35 | % | –1.65 | % | |||||||||||||||||||
June 30, 2011 | 199 | 599 | 10.25 | 6.25 | 6.55 | 2.55 | 3.10 | –0.77 | |||||||||||||||||||||||||||
June 30, 2012 | 206 | 506 | 15.76 | 12.76 | 9.86 | 6.86 | 3.10 | 0.28 | |||||||||||||||||||||||||||
June 30, 2013 | 212 | 512 | 21.55 | 18.55 | 13.26 | 10.26 | 3.10 | 0.37 | |||||||||||||||||||||||||||
June 30, 2014 | 219 | 419 | 27.63 | 25.63 | 16.77 | 14.77 | 3.10 | 1.33 | |||||||||||||||||||||||||||
June 30, 2015 | 225 | 325 | 34.01 | 33.01 | 20.39 | 19.39 | 3.10 | 2.24 | |||||||||||||||||||||||||||
June 30, 2016 | 232 | 232 | 40.71 | 40.71 | 24.13 | 24.13 | 3.10 | 3.10 | |||||||||||||||||||||||||||
June 30, 2017 | 239 | 239 | 47.75 | 47.75 | 27.97 | 27.97 | 3.10 | 3.10 | |||||||||||||||||||||||||||
June 30, 2018 | 182 | 182 | 55.13 | 55.13 | 32.58 | 32.58 | 3.60 | 3.60 | |||||||||||||||||||||||||||
June 30, 2019 | 189 | 189 | 62.89 | 62.89 | 37.35 | 37.35 | 3.60 | 3.60 |
1 | Class B shares automatically convert to Class A shares after eight years. |
2 | The “With Redemption” numbers for each period assume that the shareholder redeemed at the end of the period stated and did not redeem in prior periods. |
Select Class | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Period Ended | | Annual Costs | | Gross Cumulative Return | | Net Cumulative Return | | Net Annual Return | |||||||||||
June 30, 2010 | $ | 92 | 5.00 | % | 4.10 | % | 4.10 | % | |||||||||||
June 30, 2011 | 122 | 10.25 | 8.11 | 3.85 | |||||||||||||||
June 30, 2012 | 127 | 15.76 | 12.27 | 3.85 | |||||||||||||||
June 30, 2013 | 132 | 21.55 | 16.59 | 3.85 | |||||||||||||||
June 30, 2014 | 137 | 27.63 | 21.08 | 3.85 | |||||||||||||||
June 30, 2015 | 142 | 34.01 | 25.74 | 3.85 | |||||||||||||||
June 30, 2016 | 147 | 40.71 | 30.58 | 3.85 | |||||||||||||||
June 30, 2017 | 153 | 47.75 | 35.61 | 3.85 | |||||||||||||||
June 30, 2018 | 159 | 55.13 | 40.83 | 3.85 | |||||||||||||||
June 30, 2019 | 165 | 62.89 | 46.25 | 3.85 |
Class R2 | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Period Ended | | Annual Costs | | Gross Cumulative Return | | Net Cumulative Return | | Net Annual Return | |||||||||||
June 30, 2010 | $ | 143 | 5.00 | % | 3.60 | % | 3.60 | % | |||||||||||
June 30, 2011 | 174 | 10.25 | 7.07 | 3.35 | |||||||||||||||
June 30, 2012 | 180 | 15.76 | 10.66 | 3.35 | |||||||||||||||
June 30, 2013 | 186 | 21.55 | 14.36 | 3.35 | |||||||||||||||
June 30, 2014 | 192 | 27.63 | 18.20 | 3.35 | |||||||||||||||
June 30, 2015 | 198 | 34.01 | 22.16 | 3.35 | |||||||||||||||
June 30, 2016 | 205 | 40.71 | 26.25 | 3.35 | |||||||||||||||
June 30, 2017 | 212 | 47.75 | 30.48 | 3.35 | |||||||||||||||
June 30, 2018 | 219 | 55.13 | 34.85 | 3.35 | |||||||||||||||
June 30, 2019 | 226 | 62.89 | 39.37 | 3.35 |
Class A | Class C1 | ||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Period Ended | | Annual Costs | | Gross Cumulative Return | | Net Cumulative Return | | Net Annual Return | | Annual Costs | | Gross Cumulative Return | | Net Cumulative Return | | Net Annual Return | |||||||||||||||||||
June 30, 2010 | $ | 645 | –0.51 | % | –1.69 | % | –1.69 | % | $ | 178 | 5.00 | % | 3.25 | % | 3.25 | % | |||||||||||||||||||
June 30, 2011 | 143 | 4.46 | 1.82 | 3.57 | 202 | 10.25 | 6.42 | 3.07 | |||||||||||||||||||||||||||
June 30, 2012 | 148 | 9.68 | 5.46 | 3.57 | 209 | 15.76 | 9.69 | 3.07 | |||||||||||||||||||||||||||
June 30, 2013 | 153 | 15.17 | 9.22 | 3.57 | 215 | 21.55 | 13.05 | 3.07 | |||||||||||||||||||||||||||
June 30, 2014 | 159 | 20.93 | 13.12 | 3.57 | 222 | 27.63 | 16.53 | 3.07 | |||||||||||||||||||||||||||
June 30, 2015 | 165 | 26.97 | 17.16 | 3.57 | 228 | 34.01 | 20.10 | 3.07 | |||||||||||||||||||||||||||
June 30, 2016 | 171 | 33.32 | 21.34 | 3.57 | 235 | 40.71 | 23.79 | 3.07 | |||||||||||||||||||||||||||
June 30, 2017 | 177 | 39.99 | 25.67 | 3.57 | 243 | 47.75 | 27.59 | 3.07 | |||||||||||||||||||||||||||
June 30, 2018 | 183 | 46.99 | 30.16 | 3.57 | 250 | 55.13 | 31.51 | 3.07 | |||||||||||||||||||||||||||
June 30, 2019 | 189 | 54.34 | 34.81 | 3.57 | 258 | 62.89 | 35.54 | 3.07 |
1 | The disclosure and numbers for Class C Shares shown above assume that the shareholder did not redeem the shares. With redemption, the numbers for Class C Shares for the first year (period ended June 30, 2010) would be as follows: |
Annual Costs | | Gross Cumulative Return | | Net Cumulative Return | | Net Annual Return | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
$278 | 4.00% | 2.25% | 2.25% |
Class B1 | |||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Annual Costs | Gross Cummulative Return | Net Cummulative Return | Net Annual Return | ||||||||||||||||||||||||||||||||
Period Ended | | Without Redemp- tion | | With Redemp- tion2 | | Without Redemp- tion | | With Redemp- tion2 | | Without Redemp- tion | | With Redemp- tion2 | | Without Redemp tion | | With Redemp- tion2 | |||||||||||||||||||
June 30, 2010 | $ | 178 | $ | 678 | 5.00 | % | 0.00 | % | 3.25 | % | –1.75 | % | 3.25 | % | –1.75 | % | |||||||||||||||||||
June 30, 2011 | 202 | 602 | 10.25 | 6.25 | 6.42 | 2.42 | 3.07 | –0.80 | |||||||||||||||||||||||||||
June 30, 2012 | 209 | 509 | 15.76 | 12.76 | 9.69 | 6.69 | 3.07 | 0.25 | |||||||||||||||||||||||||||
June 30, 2013 | 215 | 515 | 21.55 | 18.55 | 13.05 | 10.05 | 3.07 | 0.33 | |||||||||||||||||||||||||||
June 30, 2014 | 222 | 422 | 27.63 | 25.63 | 16.53 | 14.53 | 3.07 | 1.30 | |||||||||||||||||||||||||||
June 30, 2015 | 228 | 328 | 34.01 | 33.01 | 20.10 | 19.10 | 3.07 | 2.21 | |||||||||||||||||||||||||||
June 30, 2016 | 235 | 235 | 40.71 | 40.71 | 23.79 | 23.79 | 3.07 | 3.07 | |||||||||||||||||||||||||||
June 30, 2017 | 243 | 243 | 47.75 | 47.75 | 27.59 | 27.59 | 3.07 | 3.07 | |||||||||||||||||||||||||||
June 30, 2018 | 186 | 186 | 55.13 | 55.13 | 32.14 | 32.14 | 3.57 | 3.57 | |||||||||||||||||||||||||||
June 30, 2019 | 192 | 192 | 62.89 | 62.89 | 36.86 | 36.86 | 3.57 | 3.57 |
1 | Class B shares automatically convert to Class A shares after eight years. |
2 | The “With Redemption” numbers for each period assume that the shareholder redeemed at the end of the period stated and did not redeem in prior periods. |
Select Class | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Period Ended | | Annual Costs | | Gross Cumulative Return | | Net Cumulative Return | | Net Annual Return | |||||||||||
June 30, 2010 | $ | 101 | 5.00 | % | 4.01 | % | 4.01 | % | |||||||||||
June 30, 2011 | 125 | 10.25 | 7.98 | 3.82 | |||||||||||||||
June 30, 2012 | 130 | 15.76 | 12.11 | 3.82 | |||||||||||||||
June 30, 2013 | 135 | 21.55 | 16.39 | 3.82 | |||||||||||||||
June 30, 2014 | 140 | 27.63 | 20.84 | 3.82 | |||||||||||||||
June 30, 2015 | 145 | 34.01 | 25.45 | 3.82 | |||||||||||||||
June 30, 2016 | 151 | 40.71 | 30.25 | 3.82 | |||||||||||||||
June 30, 2017 | 157 | 47.75 | 35.22 | 3.82 | |||||||||||||||
June 30, 2018 | 163 | 55.13 | 40.39 | 3.82 | |||||||||||||||
June 30, 2019 | 169 | 62.89 | 45.75 | 3.82 |
Institutional Class | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Period Ended | | Annual Costs | | Gross Cumulative Return | | Net Cumulative Return | | Net Annual Return | |||||||||||
June 30, 2010 | $ | 77 | 5.00 | % | 4.25 | % | 4.25 | % | |||||||||||
June 30, 2011 | 110 | 10.25 | 8.39 | 3.97 | |||||||||||||||
June 30, 2012 | 114 | 15.76 | 12.69 | 3.97 | |||||||||||||||
June 30, 2013 | 118 | 21.55 | 17.17 | 3.97 | |||||||||||||||
June 30, 2014 | 123 | 27.63 | 21.82 | 3.97 | |||||||||||||||
June 30, 2015 | 128 | 34.01 | 26.65 | 3.97 | |||||||||||||||
June 30, 2016 | 133 | 40.71 | 31.68 | 3.97 | |||||||||||||||
June 30, 2017 | 138 | 47.75 | 36.91 | 3.97 | |||||||||||||||
June 30, 2018 | 144 | 55.13 | 42.34 | 3.97 | |||||||||||||||
June 30, 2019 | 150 | �� | 62.89 | 48.00 | 3.97 |
JPMORGAN TRUST I
JPMORGAN TRUST II
UNDISCOVERED MANAGERS FUNDS
1. | REORGANIZATIONS |
Fund a number of full and fractional shares of beneficial interest of the Acquiring Fund of the respective class (the “Merger Shares”) set forth on Schedule A having an aggregate net asset value equal to the value of the properties and assets of the Acquired Fund attributable to the shares of the Acquired Fund on such date less the value of the liabilities of the Acquired Fund attributable to those shares of the Acquired Fund as of the time and date set forth in paragraph 3.1, determined by dividing the value of such Acquired Fund’s net assets (computed in the manner and as of the time and date set forth in paragraph 2.1) by the net asset value of one share of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“Closing Date”).
of the Acquired Fund. To complete the liquidation, the Acquired Trust, on behalf of the Acquired Fund, shall (a) distribute to its Shareholders of record as of the Closing Date, as defined in paragraph 3.1 (“Acquired Fund Shareholders”), on a pro rata basis, the Acquiring Fund Shares received by the Acquired Trust, on behalf of the Acquired Fund, pursuant to paragraph 1.1 and (b) completely liquidate. Such liquidation shall be accomplished, with respect to the Acquired Fund Shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of Acquiring Fund Shares to be so credited to Acquired Fund Shareholders shall be equal to the aggregate net asset value of the Acquired Fund Shares owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund Shares will be canceled on the books of the Acquired Fund. The Acquiring Funds shall not issue certificates representing Acquiring Fund Shares in connection with such exchange.
2. | VALUATION |
as set forth in paragraph 2.1, by the net asset value of the Acquiring Fund Shares, determined as set forth in paragraph 2.2.
3. | CLOSING AND CLOSING DATE |
of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request.
4. | REPRESENTATIONS AND WARRANTIES |
of the Acquired Fund (true and correct copies of which have been furnished to the Acquiring Trust, on behalf of the Acquired Fund) present fairly, in all material respects, the financial condition of the Acquired Fund as of such date in accordance with GAAP, and there are no known contingent, accrued or other liabilities of each such Acquired Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date that are not disclosed therein.
change in the Acquired Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Acquired Fund of indebtedness, other than the incurrence of indebtedness in the ordinary course of business in accordance with the Acquired Fund’s investment restrictions. For the purposes of this subparagraph (j), a decline in net asset value per share of Acquired Fund Shares due to declines in market values of securities held by the Acquired Fund, the discharge of Acquired Fund liabilities, or the redemption of Acquired Fund Shares by Shareholders of the Acquired Fund shall not constitute a material adverse change.
the Acquired Fund, as provided in paragraph 3.3. No Acquired Fund has outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquired Fund Shares, nor is there outstanding any security convertible into any of the Acquired Fund Shares. The Acquired Fund will review its Assets to ensure that at any time prior to the Closing Date its Assets do not include any assets that the Acquiring Fund is not permitted, or reasonably believes to be unsuitable for it, to acquire, including without limitation any security that, prior to its acquisition by the Acquired Fund, is unsuitable for the Acquiring Fund to acquire.
their individual capacity solely with respect to their [trust/corporation], represents and warrants as follows:
requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.
issued and delivered to the Acquired Fund, for the account of the Acquired Fund Shareholders, pursuant to this Agreement will on the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly and legally issued Acquiring Fund Shares and be fully paid and non-assessable by the Acquiring Trust, on behalf of the Acquiring Fund.
5. | COVENANTS |
being understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions, and any other distribution that may be advisable.
such of the state blue sky or securities laws as may be necessary in order to continue its operations after the Closing Date.
6. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND |
7. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND |
8. | FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE ACQUIRED FUND |
Fund and Acquired Fund each will be a “party to a reorganization” within the meaning of Section 368(b) of the Code; (ii) under Section 1032 of the Code, no gain or loss will be recognized by the Acquiring Fund upon the receipt of the assets of the Acquired Fund in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund; (iii) under Section 362(b) of the Code, the Acquiring Fund’s tax basis in the assets of the Acquired Fund acquired by the Acquiring Fund in the Reorganization will be the same as the tax basis of such assets in the hands of the Acquired Fund immediately prior to the Reorganization; (iv) under Section 1223(2) of the Code, the holding periods of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the periods during which such assets were held by the Acquired Fund; (v) under Section 361 of the Code, no gain or loss will be recognized by the Acquired Fund upon the transfer of its assets to the Acquiring Fund in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund, or upon the distribution (whether actual or constructive) of Acquiring Fund Shares by the Acquired Fund to the shareholders of the Acquired Fund in liquidation; (vi) under Section 354 of the Code, the shareholders of the Acquired Fund will not recognize a gain or loss upon the exchange of their shares of the Acquired Fund for Acquiring Fund Shares; (vii) under Section 358 of the Code, the aggregate tax basis of Acquiring Fund Shares that the shareholders of the Acquired Fund receive in connection with the Reorganization will be the same as the aggregate tax basis of their respective shares in the Acquired Fund exchanged therefor; (viii) under Section 1223(1) of the Code, the holding period for the shares of the Acquiring Fund that a shareholder of the Acquired Fund receives in the Reorganization will include the period during which the Acquired Fund Shares exchanged therefor were held by such shareholder, provided that on the date of the exchange it held such Acquired Fund Shares as capital assets; and (ix) the Acquiring Fund will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and Regulations thereunder. Ropes & Gray LLP (or other suitable counsel) will express no view with respect to the effect of the transaction on any transferred asset as to which any unrealized gain or loss is required to be recognized under federal income tax principles (i) at the end of a taxable year or upon the termination thereof, or (ii) upon the transfer of such asset regardless of whether such a transfer would otherwise be a non-taxable transaction. The opinion will be subject to receipt of and based on certain factual certifications made by officers of the Acquiring Fund and the Acquired Fund and will also be based on customary assumptions. It is possible that the Internal Revenue Service could disagree with Ropes & Gray LLP’s (or other suitable counsel’s) opinion. Notwithstanding anything herein to the contrary, neither the Acquiring Trust nor the Acquired Trust may waive the conditions set forth in this paragraph 8.5.
the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof; (e) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated thereby will not, violate the Charter or bylaws of the Acquiring Trust or Acquired Trust or result in a violation of the terms and provision of the agreements to which the Acquiring Trust and the Acquired Trust or the Acquiring Fund or the Acquired Fund is a party or by which neither the Acquiring Trust, the Acquired Trust, the Acquiring Fund nor the Acquired Fund is bound that are listed in an annex to such opinion and, to the knowledge of such counsel, no consent, approval, authorization or order of any United States federal or Delaware or Maryland state court or governmental body is required for the consummation by the Acquiring Trust, the Acquired Trust, the Acquiring Fund and the Acquired Fund of the transactions contemplated by the Agreement, except such as have been obtained; (f) to the knowledge of such counsel, based on discussions with officers of the Acquiring Trust and Acquired Trust but without other independent investigation, there is no litigation or administrative proceeding or investigation of or before any court or governmental body presently pending or threatened as to the Acquiring Trust and Acquired Trust or the Acquiring Fund or Acquired Fund or any of their respective properties or assets; to the knowledge of such counsel, based on discussions with officers of the Acquiring Trust and Acquired Trust but without other independent investigation, neither the Acquiring Trust and Acquired Trust nor the Acquiring Fund or Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects either of their respective businesses; and, to the knowledge of such counsel, based on discussions with officers of the Acquiring Trust and Acquired Trust but without other independent investigation, there is no legal or governmental proceeding relating to the Acquiring Trust, Acquired Trust, the Acquiring Fund or the Acquired Fund pending on or before the date of mailing of the Proxy Statement/Prospectus or the date hereof which is required to be disclosed in the Registration Statement which is not disclosed therein; (g) the Acquiring Trust and the Acquired Trust are registered with the Commission as an investment company under the 1940 Act; and (h) the Registration Statement has become effective under the 1933 Act and, to the knowledge of such counsel, (1) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (2) no proceedings for that purpose have been instituted or threatened by the Commission.
Acquired Trust, on behalf of the Acquired Fund) substantially to the effect that, based upon certain facts and certifications made by the Acquiring Trust, on behalf of the Acquiring Fund, and their authorized officers, (a) The Acquiring Trust is duly organized and validly existing under the laws of Delaware and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Charter and bylaws of the Acquiring Trust; the Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Agreement and the execution and delivery to the Acquired Fund by and on behalf of the Acquiring Fund of the Assumption Instrument, the Acquiring Fund will have duly assumed such liabilities; (b) the Acquired Trust is a duly organized and validly existing under the laws of Delaware and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Charter and bylaws of the Acquired Trust; the Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Agreement and the execution and delivery to the Acquiring Fund by and on behalf of the Acquired Fund of the Transfer Instruments against payment therefore, the Acquired Fund will have duly transferred such assets to the Acquiring Fund; (c) this Agreement has been duly authorized, executed and delivered on behalf of the Acquiring Fund and the Acquired Fund and, assuming the Registration Statement and Proxy Statement comply with applicable federal securities laws, constitutes the valid and binding obligation of the Acquiring Fund and Acquired Fund, enforceable against the Acquiring Fund and Acquired Fund in accordance with its terms, subject to bankruptcy, insolvency, moratorium reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (d) the Acquiring Fund Shares to be issued for transfer to the Acquired Fund’s shareholders as provided by this Agreement are duly authorized for issuance and, when issued and delivered by the Acquiring Fund against delivery of all of the assets of the Acquired Fund as set forth in this Agreement, will be validly issued and outstanding and fully paid and nonassessable shares in the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof; (e) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated thereby will not, violate the Charter or bylaws of the Acquiring Trust or Acquired Trust or result in a violation of the terms and provision of the agreements to which the Acquiring Trust and the Acquired Trust or the Acquiring Fund or the Acquired Fund is a
party or by which neither the Acquiring Trust, the Acquired Trust, the Acquiring Fund nor the Acquired Fund is bound that are listed in an annex to such opinion and, to the knowledge of such counsel, no consent, approval, authorization or order of any United States federal or Delaware state court or governmental body is required for the consummation by the Acquiring Trust, the Acquired Trust, the Acquiring Fund and the Acquired Fund of the transactions contemplated by the Agreement, except such as have been obtained; (f) to the knowledge of such counsel, based on discussions with officers of the Acquiring Trust and Acquired Trust but without other independent investigation, there is no litigation or administrative proceeding or investigation of or before any court or governmental body presently pending or threatened as to the Acquiring Trust and Acquired Trust or the Acquiring Fund or Acquired Fund or any of their respective properties or assets; to the knowledge of such counsel, based on discussions with officers of the Acquiring Trust and Acquired Trust but without other independent investigation, neither the Acquiring Trust and Acquired Trust nor the Acquiring Fund or Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects either of their respective businesses; and, to the knowledge of such counsel, based on discussions with officers of the Acquiring Trust and Acquired Trust but without other independent investigation, there is no legal or governmental proceeding relating to the Acquiring Trust, Acquired Trust, the Acquiring Fund or the Acquired Fund pending on or before the date of mailing of the Proxy Statement/Prospectus or the date hereof which is required to be disclosed in the Registration Statement which is not disclosed therein; (g) the Acquiring Trust and the Acquired Trust are registered with the Commission as an investment company under the 1940 Act; and (h) the Registration Statement has become effective under the 1933 Act and, to the knowledge of such counsel, (1) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (2) no proceedings for that purpose have been instituted or threatened by the Commission.
provisions of the 1940 Act and the Charter and bylaws of the Acquiring Trust; the Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Agreement and the execution and delivery to the Acquired Fund by and on behalf of the Acquiring Fund of the Assumption Instrument, the Acquiring Fund will have duly assumed such liabilities; (b) the Acquired Trust is a duly organized and validly existing under the laws of Massachusetts and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Charter and bylaws of the Acquired Trust; the Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Agreement and the execution and delivery to the Acquiring Fund by and on behalf of the Acquired Fund of the Transfer Instruments against payment therefore, the Acquired Fund will have duly transferred such assets to the Acquiring Fund; (c) this Agreement has been duly authorized, executed and delivered on behalf of the Acquiring Fund and the Acquired Fund and, assuming the Registration Statement and Proxy Statement comply with applicable federal securities laws, constitutes the valid and binding obligation of the Acquiring Fund and Acquired Fund, enforceable against the Acquiring Fund and Acquired Fund in accordance with its terms, subject to bankruptcy, insolvency, moratorium reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (d) the Acquiring Fund Shares to be issued for transfer to the Acquired Fund’s shareholders as provided by this Agreement are duly authorized for issuance and, when issued and delivered by the Acquiring Fund against delivery of all of the assets of the Acquired Fund as set forth in this Agreement, will be validly issued and outstanding and fully paid and nonassessable shares in the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof; (e) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated thereby will not, violate the Charter or bylaws of the Acquiring Trust or Acquired Trust or result in a violation of the terms and provision of the agreements to which the Acquiring Trust and the Acquired Trust or the Acquiring Fund or the Acquired Fund is a party or by which neither the Acquiring Trust, the Acquired Trust, the Acquiring Fund nor the Acquired Fund is bound that are listed in an annex to such opinion and, to the knowledge of such counsel, no consent, approval, authorization or order of any United States federal or Delaware or Massachusetts state court or governmental body is required for the consummation by the Acquiring Trust, the Acquired Trust, the Acquiring Fund and the Acquired Fund of the
transactions contemplated by the Agreement, except such as have been obtained; (f) to the knowledge of such counsel, based on discussions with officers of the Acquiring Trust and Acquired Trust but without other independent investigation, there is no litigation or administrative proceeding or investigation of or before any court or governmental body presently pending or threatened as to the Acquiring Trust and Acquired Trust or the Acquiring Fund or Acquired Fund or any of their respective properties or assets; to the knowledge of such counsel, based on discussions with officers of the Acquiring Trust and Acquired Trust but without other independent investigation, neither the Acquiring Trust and Acquired Trust nor the Acquiring Fund or Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects either of their respective businesses; and, to the knowledge of such counsel, based on discussions with officers of the Acquiring Trust and Acquired Trust but without other independent investigation, there is no legal or governmental proceeding relating to the Acquiring Trust, Acquired Trust, the Acquiring Fund or the Acquired Fund pending on or before the date of mailing of the Proxy Statement/Prospectus or the date hereof which is required to be disclosed in the Registration Statement which is not disclosed therein; (g) the Acquiring Trust and the Acquired Trust are registered with the Commission as an investment company under the 1940 Act; and (h) the Registration Statement has become effective under the 1933 Act and, to the knowledge of such counsel, (1) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (2) no proceedings for that purpose have been instituted or threatened by the Commission.
9.0 | INDEMNIFICATION |
materially misleading statement, breach of duty or other act wrongfully done or attempted to be committed by the Acquiring Trust or its Trustees or officers prior to the Closing Date, provided that such indemnification by the Acquiring Fund is not (i) in violation of any applicable law or (ii) otherwise prohibited as a result of any applicable order or decree issued by any governing regulatory authority or court of competent jurisdiction.
10.0 | BROKERAGE FEES AND BROKERAGE EXPENSES |
in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in the disqualification of such party as a “regulated investment company” within the meaning of Section 851 of the Code.
11. | ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES |
12. | TERMINATION |
13. | AMENDMENTS |
14. | NOTICES |
15. | HEADINGS; GOVERNING LAW; SEVERABILITY; ASSIGNMENT; LIMITATION OF LIABILITY; RULE 145 |
affixed upon the certificates issued to such person (if any) such legends as may be reasonably believed by counsel to the Acquiring Fund to be required by law, and, further, the Acquiring Fund will issue stop transfer instructions to its transfer agent with respect to the Acquiring Fund Shares. The Acquired Fund shall provide the Acquiring Fund on the Closing Date with the name of any Acquired Fund Shareholder who is to the knowledge of the Acquired Fund an affiliate of the Acquired Fund on such date.
16. | MASSACHUSETTS BUSINESS TRUST |
[JPMorgan Trust I, on behalf of its series on Schedule A] | [JPMorgan Trust II, on behalf of its series on Schedule A] | |||||
By: | By: | |||||
Name: | Name: | |||||
Title: | Title: | |||||
[J.P. Morgan Fleming Mutual Fund Group, Inc., on behalf of its series on Schedule A] | [Undiscovered Managers Funds, on behalf of its series on Schedule A] | |||||
By: | By: | |||||
Name: | Name: | |||||
Title: | Title: |
[J.P. Morgan Investment Management Inc.] | [JPMorgan Investment Advisors Inc.] | |||||
By: | By: | |||||
Name: | Name: | |||||
Title: | Title: |
JPMorgan Distribution Services Inc. | JPMorgan Funds Management Inc. | |||||
By: | By: | |||||
Name: | Name: | |||||
Title: | Title: |
Acquired Fund | Acquiring Fund | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
JPMorgan Diversified Mid Cap Value Fund | JPMorgan Mid Cap Value Fund | |||||||||
Class A | → | Class A | ||||||||
Class B | → | Class B | ||||||||
Class C | → | Class C | ||||||||
Select Class | → | Select Class | ||||||||
Ultra | → | Institutional Class |
Acquired Fund | Acquiring Fund | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
JPMorgan Capital Growth Fund | JPMorgan Diversified Mid Cap Growth Fund (to be renamed JPMorgan Mid Cap Growth Fund if the Reorganization is approved) | |||||||||
Class A | → | Class A | ||||||||
Class B | → | Class B | ||||||||
Class C | → | Class C | ||||||||
Select Class | → | Select Class | ||||||||
Class R2 | → | Class R2 |
Acquired Fund | Acquiring Fund | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Undiscovered Managers Small Cap Growth Fund | JPMorgan Dynamic Small Cap Growth Fund | |||||||||
Class A | → | Class A | ||||||||
Institutional Class | → | Select Class |
HOW TO DO BUSINESS WITH THE ACQUIRING FUNDS
• | Through your Financial Intermediary. Financial Intermediaries may include financial advisors, investment advisers, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others, including various affiliates of JPMorgan Chase, that have entered into agreements with JPMDS as Distributor and/or shareholder servicing agent. Shares purchased this way will typically be held for you by the Financial Intermediary; or |
• | Directly from the Funds through JPMDS. |
• | Through your Financial Intermediary or any other organization, including affiliates of JPMorgan Chase authorized to act in a fiduciary, advisory, custodial or agency capacity for its clients or customers. Financial Intermediaries or such other organizations may impose eligibility requirements for each of their clients or customers investing in the Fund, including investment minimum requirements, which may be the same or differ from the requirements for investors purchasing directly from the Fund; |
• | Directly from the Fund by officers, directors or trustees, retirees and employees and their immediate families (i.e., spouses, domestic partners, children, grandchildren, parents, grandparents and any dependent of the person, as defined in Section 152 of the Internal Revenue Code) of JPMorgan Funds and JPMorgan Chase and its subsidiaries and affiliates. |
Funds use a variety of methods to detect and deter market timing, there is no assurance that the Funds’ own operational systems and procedures will identify and eliminate all market-timing strategies. For example, certain accounts, which are known as omnibus accounts, include multiple investors and such accounts typically provide the Funds with a net purchase or redemption order on any given day where purchasers of Fund shares and redeemers of Fund shares are netted against one another and the identity of individual purchasers and redeemers are not known by the Funds. While the Funds seek to monitor for market timing activities in omnibus accounts, the netting effect limits the Funds’ ability to locate and eliminate individual market timers. As a result, the Funds are often dependent upon Financial Intermediaries who utilize their own policies and procedures to identify market timers. These policies and procedures may be different than those utilized by the Funds.
1. | Trades that occur through omnibus accounts at Financial Intermediaries as described above, |
2. | Purchases, redemptions and exchanges made on a systematic basis, |
3. | Automatic reinvestments of dividends and distributions, |
4. | Purchases, redemptions or exchanges that are part of a rebalancing program, such as a wrap program, or |
5. | Bona fide asset allocation programs. |
your identity within a reasonable time, the Funds reserve the right to close your account at the current day’s NAV per share. If your account is closed for this reason, your shares will be redeemed at the NAV per share next calculated after the account is closed, less any applicable CDSC and/or redemption fee. In addition, you will not be entitled to recoup any sales charges paid to a Fund in connection with your purchase of Fund shares. Send the completed Account Application and a check to:
P.O. Box 8528
Boston, MA 02266-8528
• | JPMorgan Funds; or |
• | The specific Fund in which you are investing. |
ATTN: JPMorgan Funds Services
ABA 021 000 021
DDA 323 125 832
FBO Your JPMorgan Fund
(EX: JPMORGAN ABC FUND-A)
Your Fund Number & Account Number
(EX: FUND 123-ACCOUNT 123456789)
Your Account Registration
(EX: JOHN SMITH & MARY SMITH, JTWROS)
• | Contact your Financial Intermediary, if applicable, or call 1-800-480-4111 to relay your purchase instructions. |
• | Authorize a bank transfer or initiate a wire transfer payable to “JPMorgan Funds” to the following wire address: |
ATTN: JPMorgan Funds Services
ABA 021 000 021
DDA 323 125 832
FBO Your JPMorgan Fund
(EX: JPMORGAN ABC FUND-A)
Your Fund Number & Account Number
(EX: FUND 123-ACCOUNT 123456789)
Your Account Registration
(EX: JOHN SMITH & MARY SMITH, JTWROS)
P.O. Box 8528
Boston, MA 02266-8528
• | The Fund or Financial Intermediary receives the request by 4:00 p.m. New York time (or before the NYSE closes, if the NYSE closes before 4:00 p.m. New York time). |
• | You have contacted your Financial Intermediary, if necessary. |
• | All required documentation in proper form accompanies your exchange request. |
1. | Your new Class B or Class C Shares will be subject to the CDSC of the Fund from which you exchanged, except for Class C Shares of the Short Term Bond Funds. If you exchange Class C Shares of the Short Term Bond Funds, your new Class C Shares will be subject to the CDSC of the Fund into which you exchange. |
2. | The current holding period for your exchanged Class B or Class C Shares, other than exchanged Class C Shares of the Short Term Bond Funds, is carried over to your new shares. |
3. | If you exchange Class C Shares of one of the Short Term Bond Funds, a new CDSC period applicable to the Fund into which you exchanged will begin on the date of the exchange. |
P.O. Box 8528
Boston, MA 02266-8528
• | You want to redeem shares with a value of $50,000 or more and you want to receive your proceeds in the form of a check; or |
• | You want your payment sent to an address, bank account or payee other than the one currently designated on your Fund account. |
1. | A financial institution; or |
2. | Your Financial Intermediary. |
P.O. Box 8528
Boston, MA 02266-8528
with time to increase your account balance to the required minimum by purchasing sufficient shares, in accordance with the terms of this prospectus. Accounts participating in a qualifying Systematic Investment Plan will not be subject to redemption or the imposition of the $10 fee as long as the systematic payments to be made will increase the account value above the required minimum balance within one year of the establishment of the account.
1. | To collect the $10 sub-minimum account fee, the Funds will redeem $10 worth of shares from your account. Shares redeemed for this reason will not be charged a CDSC or a redemption fee. |
2. | If your account falls below the minimum required balance and is closed as a result, you will not be charged a CDSC or a redemption fee. For information on minimum required balances, please read “Purchasing Fund Shares — How do I open an account?” |
1. | Trading on the NYSE is restricted; |
2. | The NYSE is closed (other than weekend and holiday closings); |
3. | Federal securities laws permit; |
4. | The SEC has permitted a suspension; or |
5. | An emergency exists, as determined by the SEC. |
qualify for the Right of Accumulation and the Letter of Intent, please read “Sales Charges — Reducing your Class A Sales Charges.”
Amount of Purchases | | Sales Charge as a % of Offering Price | | Sales Charge as a % of Your Investment | | Commission as a % of Offering Price | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Less than $50,000 | 5.25 | 5.54 | 4.75 | |||||||||||
$50,000–$99,999 | 4.50 | 4.71 | 4.05 | |||||||||||
$100,000–$249,999 | 3.50 | 3.63 | 3.05 | |||||||||||
$250,000–$499,999 | 2.50 | 2.56 | 2.05 | |||||||||||
$500,000–$999,999 | 2.00 | 2.04 | 1.60 | |||||||||||
$1,000,000 or more* | NONE | NONE | ** |
1 | The actual sales charge you pay may differ slightly from the rates disclosed above due to rounding calculations. |
* | There is no front-end sales charges for investments of $1 million or more in a Fund. |
** | If you purchase $1 million or more of Class A Shares of the Funds and are not assessed a sales charge at the time of purchase, you will be charged the equivalent of 1% of the purchase price if you redeem any or all of the Class A Shares of a Fund during the first 12 months after purchase and 0.50% if you redeem any or all of the Class A Shares of any Fund between 12 and 18 months after purchase. The charges apply unless the Distributor receives notice before you invest indicating that your Financial Intermediary is waiving its commission. Such charges apply to exchanges into money market funds. If you exchange your Class A Shares for Class A Shares of a non-money market fund, you will not be charged at the time of the exchange (1) your new Class A Shares will be subject to the charges specified above applicable to any of those Funds from which you exchanged, and (2) the current holding period for your exchanged Class A Shares will carry over to your new shares. The Distributor may make a payment to Financial Intermediaries for your cumulative investments of $1 million or more of Class A Shares. These commissions are paid at the rate of up to 1.00% of net sales of $1 million or more. The Distributor may withhold these payments with respect to short-term investments. See the Statement of Additional Information for more details. |
1. | Your account(s); |
2. | Account(s) of your spouse or domestic partner; |
3. | Account(s) of children under the age of 21 who share your residential address; |
4. | Trust accounts established by any of the individuals in items (1) through (3) above. If the person(s) who established the trust is deceased, the trust account may be aggregated with the account(s) of the primary beneficiary of the trust; |
5. | Solely controlled business accounts; and |
6. | Single-participant retirement plans of any of the individuals in items (1) through (3) above. |
Intermediary, and (3) the number of shares of the JPMorgan Funds held in an account with a Financial Intermediary owned by your spouse or domestic partner and by children under the age of 21 who share your residential address.
1. | Bought with the reinvestment of dividends and capital gains distributions. |
2. | Acquired in exchange for shares of another JPMorgan Fund if a comparable sales charge has been paid for the exchanged shares. |
3. | Bought by officers, directors or trustees, retirees and employees and their immediate family members (i.e., spouses, domestic partners, children, grandchildren, parents, grandparents, and any dependent of the person, as defined in Section 152 of the Internal Revenue Code) of: |
• | JPMorgan Funds. |
• | JPMorgan Chase and its subsidiaries and affiliates. |
4. | Bought by employees of: |
• | Boston Financial Data Services, Inc. and its subsidiaries and affiliates. |
• | Financial Intermediaries or financial institutions that have entered into dealer agreements with the Funds or the Distributor and their subsidiaries and affiliates (or otherwise have an arrangement with a financial intermediary or financial institution with respect to sales of Fund shares). This waiver includes the employees’ immediate family members (i.e., spouses, domestic partners, children, grandchildren, parents, grandparents and any dependent of the employee, as defined in Section 152 of the Internal Revenue Code.) |
• | Washington Management Corporation and its subsidiaries and affiliates. |
5. | Bought by: |
• | Affiliates of JPMorgan Chase and certain accounts (other than IRA Accounts) for which a Financial Intermediary acts in a fiduciary, advisory, agency or custodial capacity or accounts which participate in select affinity programs with JPMorgan Chase and its affiliates and subsidiaries. |
• | Certain retirement and deferred compensation plans, and trusts used to fund those plans, including, but not limited to, those plans qualified under Sections 401(k), 403(b) or 457 of the Internal Revenue Code and “rabbi trusts.” |
• | Financial Intermediaries who have a dealer arrangement with the Distributor, who place trades for their own accounts or for the accounts of their clients and who charge a management, asset |
allocation, consulting or other fee for their services, or clients of such Financial Intermediaries who place trades for their own accounts if the accounts are linked to the master account of such Financial Intermediary. |
• | Tuition programs that qualify under Section 529 of the Internal Revenue Code. |
• | A Financial Intermediary, provided arrangements are pre-approved and purchases are placed through an omnibus account with the Fund. |
• | A bank, trust company or thrift institution which is acting as a fiduciary exercising investment discretion, provided that appropriate notification of such fiduciary relationship is reported at the time of the investment to the Fund or the Fund’s Distributor. |
• | Employer-sponsored health savings accounts established pursuant to Section 223 of the Internal Revenue Code. |
6. | Bought with proceeds from the sale of Select Class Shares of a JPMorgan Fund or acquired in an exchange of Select Class Shares of a JPMorgan Fund for Class A Shares of the same Fund, but only if the purchase is made within 90 days of the sale or distribution. Appropriate documentation may be required. |
7. | Bought with proceeds from the sale of Class B Shares of a JPMorgan Fund, but only if you paid a CDSC in connection with such sale and only if the purchase is made within 90 days of such sale. Appropriate documentation may be required. |
8. | Bought with proceeds from the sale of Class A Shares of a JPMorgan Fund, but only if the purchase is made within 90 days of the sale or distribution. Appropriate documentation may be required. |
9. | Bought when one Fund invests in another JPMorgan Fund. |
10. | Bought in connection with plans of reorganization of a JPMorgan Fund, such as mergers, asset acquisitions and exchange offers to which a Fund is a party. However, you may pay a CDSC when you redeem the Fund shares you received in connection with the plan of reorganization. |
11. | Purchased during a JPMorgan Fund’s special offering. |
12. | Bought by a “charitable organization” as defined for purposes of Section 501(c)(3) of the Internal Revenue Code, or by a charitable remainder trust or life income pool established for the benefit of a charitable organization. |
your Financial Intermediary. These waivers may not continue indefinitely and may be discontinued at any time without notice.
Years Since Purchase | CDSC as a % of Dollar Amount Subject to Charge | |||||
---|---|---|---|---|---|---|
0–1 | 5.00 | |||||
1–2 | 4.00 | |||||
2–3 | 3.00 | |||||
3–4 | 3.00 | |||||
4–5 | 2.00 | |||||
5–6 | 1.00 | |||||
More than 6 | None |
Years Since Purchase | CDSC as a % of Dollar Amount Subject to Charge | |||||
---|---|---|---|---|---|---|
0-1 | 1.00 | |||||
After first year | None |
1. | If you withdraw no more than a specified percentage (as indicated in “Redeeming Fund Shares — Can I redeem on a systematic basis?”) of the current balance of a Fund each month or quarter. Withdrawals made as part of a required minimum distribution also are included in calculating amounts eligible for this waiver. You need to participate in a monthly or quarterly Systematic Withdrawal Plan to take advantage of this waiver. For information on the Systematic Withdrawal Plan, please see “Redeeming Fund Shares — Can I redeem on a systematic basis?” |
2. | Made within one year of a shareholder’s death or initial qualification for Social Security disability payments after the account is opened. In order to qualify for this waiver, the Distributor must be notified of such death or disability at the time of the redemption order and be provided with satisfactory evidence of such death or disability. |
3. | If you are a participant in or beneficiary of certain retirement plans and you die or become disabled (as defined in Section 72(m)(7) of the Internal Revenue Code) after the account is opened. The redemption must be made within one year of such death or disability. In order to qualify for this waiver, the Distributor must be notified of such death or disability at the time of the redemption order and be provided with satisfactory evidence of such death or disability. |
4. | That represent a required minimum distribution from your IRA Account or other qualifying retirement plan but only if you are at least age 70-1/2. If the shareholder maintains more than one IRA, only the assets credited to the IRA that is invested in one or more of the JPMorgan Funds are considered when calculating that portion of your minimum required distribution that qualifies for the waiver. |
5. | That represent a distribution from a qualified retirement plan by reason of the participant’s retirement. |
6. | That are involuntary and result from a failure to maintain the required minimum balance in an account. |
7. | Exchanged in connection with plans of reorganization of a JPMorgan Fund, such as mergers, asset acquisitions and exchange offers to which a Fund is a party. However, you may pay a sales charge when you redeem the Fund shares you received in connection with the plan of reorganization. |
8. | Exchanged for Class B or Class C Shares of other JPMorgan Funds. However, you may pay a sales charge when you redeem the Fund |
shares you received in the exchange. Please read “Exchanging Fund Shares — Do I pay a sales charge on an exchange?” |
9. | If the Distributor receives notice before you invest indicating that your Financial Intermediary, due to the type of account that you have, is waiving its commission. |
• | Select the “Systematic Investment Plan” option on the Account Application. |
• | Provide the necessary information about the bank account from which your investments will be made. |
P.O. Box 8528
Boston, MA 02266-8528
Fund after you have invested $100,000 in Class B Shares, you will need to contact the Fund by calling 1-800-480-4111 or your Financial Intermediary to designate a different share class for systematic investments.
1. | Class A Shares pay an annual Rule 12b-1 fee of 0.25% of the average daily net assets of each Fund attributable to Class A Shares. |
2. | Class B and Class C Shares pay an annual Rule 12b-1 fee of 0.75% of the average daily net assets of each Fund attributable to such class. This will cause expenses for Class B and Class C Shares to be higher and dividends to be lower than for Class A Shares. |
1. | Yes |
• | Select the “Systematic Withdrawal Plan” option on the Account Application. |
• | Specify the amount you wish to receive and the frequency of the payments. |
• | You may designate a person other than yourself as the payee. |
• | There is no fee for this service. |
2. | If you select this option, please keep in mind that: |
• | It may not be in your best interest to buy additional Class A Shares while participating in a Systematic Withdrawal Plan. This is because Class A Shares have an up-front sales charge. If you own Class B or Class C Shares, you or your designated payee may receive monthly, quarterly or annual systematic payments. The applicable Class B or Class C CDSC will be deducted from those payments unless such payments are made: |
• | Monthly and constitute no more than 1/12 of 10% of your then-current balance in a Fund each month; or |
• | Quarterly and constitute no more than 1/4 of 10% of your then-current balance in a Fund each quarter. |
3. | The amount of the CDSC charged will depend on whether your systematic payments are a fixed dollar amount per month or quarter or are calculated monthly or quarterly as a stated percentage of your then-current balance in a Fund. For more information about the calculation of the CDSC for systematic withdrawals exceeding the specified limits above, please see the Funds’ Statement of Additional Information. |
4. | If the amount of the systematic payment exceeds the income earned by your account since the previous payment under the Systematic Withdrawal Plan, payments will be made by redeeming some of your shares. This will reduce the amount of your investment. |
5. | You cannot have both a Systematic Investment Plan and a Systematic Withdrawal Plan for the same Fund. |
COMPARISON OF INVESTMENT OBJECTIVES, MAIN INVESTMENT STRATEGIES AND INVESTMENT RESTRICTIONS, AND INFORMATION REGARDING FUND MANAGERS AND ACQUIRING FUNDS’ INVESTMENT PROCESSES
I. | Comparison of Investment Objectives, Main Investment Strategies and Fund Managers |
1 | The Board of Trustees of JPMorgan Diversified Mid Cap Growth Fund has recommended that the current shareholders of JPMorgan Diversified Mid Cap Growth Fund approve a change in its investment objective such that it would be non-fundamental and identical to that of the JPMorgan Capital Growth Fund: capital growth over the long term. Existing shareholders of JPMorgan Diversified Mid Cap Growth Fund will vote whether to adopt this change at the shareholder meeting on June 15, 2009. |
JPMorgan Dynamic Small Cap Growth Fund
II. | Comparison of Fundamental and Non-Fundamental Investment Restrictions |
A. | Diversification |
B. | Industry Concentration |
C. | Issuing Senior Securities |
D. | Borrowing Money |
E. | Underwriting Securities |
F. | Purchasing or Selling Real Estate |
G. | Purchasing or Selling Physical Commodities |
A. | Illiquid Securities |
B. | Securities of Open-End Investment Companies or Registered Unit Investment Trusts |
Certain JPMorgan Trust I Funds
Undiscovered Managers Small Cap Growth Fund
approval. However, the Fund will provide shareholders with written notice at least 60 days prior to a change in its 80% investment policy.
JPMorgan Mid Cap Value Fund
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 realized gains | |||||||||||||||||||
Class A | |||||||||||||||||||||||
Six Months Ended December 31, 2008 (Unaudited) | $ | 20.46 | $ | (0.04 | )(e) | $ | (8.02 | )(g) | $ | (8.06 | ) | $ | (0.38 | ) | |||||||||
Year Ended June 30, 2008 | 24.89 | (0.17 | )(e) | (0.45 | ) | (0.62 | ) | (3.81 | ) | ||||||||||||||
Year Ended June 30, 2007 | 24.85 | (0.18 | )(e) | 4.41 | 4.23 | (4.19 | ) | ||||||||||||||||
Year Ended June 30, 2006 | 23.99 | (0.10 | ) | 2.97 | 2.87 | (2.01 | ) | ||||||||||||||||
Year Ended June 30, 2005 | 21.84 | (0.20 | ) | 2.35 | 2.15 | — | |||||||||||||||||
Year Ended June 30, 2004 | 18.15 | (0.14 | ) | 3.83 | 3.69 | — | |||||||||||||||||
Class B | |||||||||||||||||||||||
Six Months Ended December 31, 2008 (Unaudited) | 16.45 | (0.08 | )(e) | (6.43 | )(g) | (6.51 | ) | (0.38 | ) | ||||||||||||||
Year Ended June 30, 2008 | 20.88 | (0.26 | )(e) | (0.36 | ) | (0.62 | ) | (3.81 | ) | ||||||||||||||
Year Ended June 30, 2007 | 21.59 | (0.28 | )(e) | 3.76 | 3.48 | (4.19 | ) | ||||||||||||||||
Year Ended June 30, 2006 | 21.21 | (0.70 | ) | 3.09 | 2.39 | (2.01 | ) | ||||||||||||||||
Year Ended June 30, 2005 | 19.44 | (0.67 | ) | 2.44 | 1.77 | — | |||||||||||||||||
Year Ended June 30, 2004 | 16.29 | (0.28 | ) | 3.43 | 3.15 | — | |||||||||||||||||
Class C | |||||||||||||||||||||||
Six Months Ended December 31, 2008 (Unaudited) | 18.70 | (0.09 | )(e) | (7.31 | )(g) | (7.40 | ) | (0.38 | ) | ||||||||||||||
Year Ended June 30, 2008 | 23.21 | (0.29 | )(e) | (0.41 | ) | (0.70 | ) | (3.81 | ) | ||||||||||||||
Year Ended June 30, 2007 | 23.57 | (0.31 | )(e) | 4.14 | 3.83 | (4.19 | ) | ||||||||||||||||
Year Ended June 30, 2006 | 22.98 | (0.43 | ) | 3.03 | 2.60 | (2.01 | ) | ||||||||||||||||
Year Ended June 30, 2005 | 21.07 | (0.77 | ) | 2.68 | 1.91 | — | |||||||||||||||||
Year Ended June 30, 2004 | 17.65 | (0.31 | ) | 3.73 | 3.42 | — | |||||||||||||||||
Select Class | |||||||||||||||||||||||
Six Months Ended December 31, 2008 (Unaudited) | 21.68 | (0.02 | )(e) | (8.49 | )(g) | (8.51 | ) | (0.38 | ) | ||||||||||||||
Year Ended June 30, 2008 | 26.10 | (0.12 | )(e) | (0.49 | ) | (0.61 | ) | (3.81 | ) | ||||||||||||||
Year Ended June 30, 2007 | 25.81 | (0.12 | )(e) | 4.60 | 4.48 | (4.19 | ) | ||||||||||||||||
Year Ended June 30, 2006 | 24.78 | 0.10 | 2.94 | 3.04 | (2.01 | ) | |||||||||||||||||
Year Ended June 30, 2005 | 22.50 | (0.01 | ) | 2.29 | 2.28 | — | |||||||||||||||||
Year Ended June 30, 2004 | 18.66 | (0.10 | ) | 3.94 | 3.84 | — |
(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 value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
(d) | Includes earnings credits and interest expense, each of which is less than 0.01%, if applicable. |
(e) | Calculated based upon average shares outstanding. |
(f) | Includes a gain incurred resulting from a payment by affiliate. The effect was less than 0.01% on total return. |
(g) | Affiliates of JPMorgan Chase & Co. reimbursed the Fund for losses incurred from an operational error. There was no impact to the total return and the net realized and unrealized gains (losses) on investments per share. |
| 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) | |||||||||||||||||||||
$ 12.02 | (39.34 | )%(g) | $ | 223,543 | 1.24 | % | (0.51 | )% | 1.45 | % | 55 | % | |||||||||||||||
20.46 | (3.22 | )(f) | 384,225 | 1.24 | (0.75 | ) | 1.39 | 95 | |||||||||||||||||||
24.89 | 18.65 | 480,084 | 1.24 | (0.73 | ) | 1.36 | 119 | ||||||||||||||||||||
24.85 | 12.20 | 451,565 | 1.24 | (0.42 | ) | 1.41 | 112 | ||||||||||||||||||||
23.99 | 9.84 | 436,185 | 1.24 | (0.76 | ) | 1.37 | 119 | ||||||||||||||||||||
21.84 | 20.33 | 544,217 | 1.24 | (0.69 | ) | 1.33 | 48 | ||||||||||||||||||||
9.56 | (39.51 | )(g) | 27,927 | 1.89 | (1.19 | ) | 1.95 | 55 | |||||||||||||||||||
16.45 | (3.90 | )(f) | 69,186 | 1.88 | (1.38 | ) | 1.89 | 95 | |||||||||||||||||||
20.88 | 17.93 | 123,779 | 1.86 | (1.35 | ) | 1.86 | 119 | ||||||||||||||||||||
21.59 | 11.51 | 155,268 | 1.89 | (1.07 | ) | 1.91 | 112 | ||||||||||||||||||||
21.21 | 9.10 | 195,917 | 1.96 | (1.48 | ) | 1.98 | 119 | ||||||||||||||||||||
19.44 | 19.34 | 238,738 | 1.97 | (1.44 | ) | 1.98 | 48 | ||||||||||||||||||||
10.92 | (39.52 | )(g) | 12,794 | 1.89 | (1.18 | ) | 1.95 | 55 | |||||||||||||||||||
18.70 | (3.85 | )(f) | 27,785 | 1.88 | (1.38 | ) | 1.89 | 95 | |||||||||||||||||||
23.21 | 17.90 | 38,805 | 1.86 | (1.35 | ) | 1.86 | 119 | ||||||||||||||||||||
23.57 | 11.53 | 42,448 | 1.89 | (1.07 | ) | 1.91 | 112 | ||||||||||||||||||||
22.98 | 9.06 | 46,607 | 1.96 | (1.48 | ) | 1.98 | 119 | ||||||||||||||||||||
21.07 | 19.38 | 67,274 | 1.97 | (1.44 | ) | 1.98 | 48 | ||||||||||||||||||||
12.79 | (39.20 | )(g) | 247,132 | 0.99 | (0.28 | ) | 1.20 | 55 | |||||||||||||||||||
21.68 | (3.02 | )(f) | 539,292 | 0.99 | (0.49 | ) | 1.13 | 95 | |||||||||||||||||||
26.10 | 18.95 | 740,208 | 0.99 | (0.48 | ) | 1.11 | 119 | ||||||||||||||||||||
25.81 | 12.51 | 769,574 | 0.99 | (0.19 | ) | 1.16 | 112 | ||||||||||||||||||||
24.78 | 10.13 | 1,040,265 | 0.99 | (0.50 | ) | 1.05 | 119 | ||||||||||||||||||||
22.50 | 20.58 | 1,764,404 | 0.97 | (0.44 | ) | 0.98 | 48 |
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 gains | Total distributions | |||||||||||||||||||||||||
Class A | |||||||||||||||||||||||||||||||
Six Months Ended December 31, 2008 (Unaudited) | $ | 21.91 | $ | 0.13 | (g) | $ | (5.95 | ) | $ | (5.82 | ) | $ | (0.06 | ) | $ | (0.69 | ) | $ | (0.75 | ) | |||||||||||
Year Ended June 30, 2008 | 27.71 | 0.16 | (3.78 | ) | (3.62 | ) | (0.12 | ) | (2.06 | ) | (2.18 | ) | |||||||||||||||||||
Year Ended June 30, 2007 | 24.73 | 0.17 | 4.21 | 4.38 | (0.25 | ) | (1.15 | ) | (1.40 | ) | |||||||||||||||||||||
January 1, 2006 through June 30, 2006 (e) | 23.28 | 0.14 | 1.31 | 1.45 | — | — | — | ||||||||||||||||||||||||
Year Ended December 31, 2005 | 22.05 | 0.12 | (f) | 1.84 | 1.96 | (0.12 | ) | (0.61 | ) | (0.73 | ) | ||||||||||||||||||||
Year Ended December 31, 2004 | 18.62 | 0.07 | (f) | 3.71 | 3.78 | (0.04 | ) | (0.31 | ) | (0.35 | ) | ||||||||||||||||||||
Year Ended December 31, 2003 | 14.44 | 0.09 | (f) | 4.25 | 4.34 | (0.05 | ) | (0.11 | ) | (0.16 | ) | ||||||||||||||||||||
Class B | |||||||||||||||||||||||||||||||
Six Months Ended December 31, 2008 (Unaudited) | 21.39 | 0.08 | (g) | (5.79 | ) | (5.71 | ) | — | (0.69 | ) | (0.69 | ) | |||||||||||||||||||
Year Ended June 30, 2008 | 27.11 | 0.03 | (3.69 | ) | (3.66 | ) | — | (2.06 | ) | (2.06 | ) | ||||||||||||||||||||
Year Ended June 30, 2007 | 24.21 | 0.05 | 4.12 | 4.17 | (0.12 | ) | (1.15 | ) | (1.27 | ) | |||||||||||||||||||||
January 1, 2006 through June 30, 2006 (e) | 22.86 | 0.08 | 1.27 | 1.35 | — | — | — | ||||||||||||||||||||||||
Year Ended December 31, 2005 | 21.66 | — | (f) (g) | 1.81 | 1.81 | — | (0.61 | ) | (0.61 | ) | |||||||||||||||||||||
Year Ended December 31, 2004 | 18.37 | (0.06 | ) | 3.66 | 3.60 | — | (0.31 | ) | (0.31 | ) | |||||||||||||||||||||
Year Ended December 31, 2003 | 14.32 | (0.03 | ) | 4.19 | 4.16 | — | (0.11 | ) | (0.11 | ) | |||||||||||||||||||||
Class C | |||||||||||||||||||||||||||||||
Six Months Ended December 31, 2008 (Unaudited) | 21.45 | 0.08 | (g) | (5.82 | ) | (5.74 | ) | — | (0.69 | ) | (0.69 | ) | |||||||||||||||||||
Year Ended June 30, 2008 | 27.17 | 0.04 | (3.70 | ) | (3.66 | ) | — | (2.06 | ) | (2.06 | ) | ||||||||||||||||||||
Year Ended June 30, 2007 | 24.26 | 0.05 | 4.13 | 4.18 | (0.12 | ) | (1.15 | ) | (1.27 | ) | |||||||||||||||||||||
January 1, 2006 through June 30, 2006 (e) | 22.90 | 0.08 | 1.28 | 1.36 | — | — | — | ||||||||||||||||||||||||
Year Ended December 31, 2005 | 21.70 | — | (f) (g) | 1.81 | 1.81 | — | (g) | (0.61 | ) | (0.61 | ) | ||||||||||||||||||||
Year Ended December 31, 2004 | 18.41 | (0.06 | ) | 3.66 | 3.60 | — | (0.31 | ) | (0.31 | ) | |||||||||||||||||||||
Year Ended December 31, 2003 | 14.35 | (0.03 | ) | 4.20 | 4.17 | — | (g) | (0.11 | ) | (0.11 | ) |
(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 value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
(d) | Includes earnings credits and interest expense, each of which is less than 0.01%, if applicable. |
(e) | The Fund changed its fiscal year end from December 31 to June 30. |
(f) | Calculated based upon average shares outstanding. |
(g) | Amount rounds to less than $0.01. |
| 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) | |||||||||||||||||||||
$ 15.34 | (26.38 | )% | $ | 1,689,117 | 1.25 | % | 1.42 | % | 1.41 | % | 24 | % | |||||||||||||||
21.91 | (13.70 | ) | 2,661,377 | 1.25 | 0.66 | 1.42 | 31 | ||||||||||||||||||||
27.71 | 18.21 | 3,822,632 | 1.25 | 0.71 | 1.35 | 45 | |||||||||||||||||||||
24.73 | 6.23 | 3,001,515 | 1.25 | 1.15 | 1.39 | 20 | |||||||||||||||||||||
23.28 | 8.87 | 2,822,767 | 1.25 | 0.54 | 1.39 | 45 | |||||||||||||||||||||
22.05 | 20.32 | 1,333,000 | 1.25 | 0.34 | 1.60 | 41 | |||||||||||||||||||||
18.62 | 30.07 | 275,000 | 1.25 | 0.51 | 1.65 | 32 | |||||||||||||||||||||
14.99 | (26.54 | ) | 103,606 | 1.75 | 0.91 | 1.91 | 24 | ||||||||||||||||||||
21.39 | (14.14 | ) | 163,091 | 1.75 | 0.15 | 1.92 | 31 | ||||||||||||||||||||
27.11 | 17.65 | 237,745 | 1.75 | 0.20 | 1.85 | 45 | |||||||||||||||||||||
24.21 | 5.91 | 229,998 | 1.75 | 0.64 | 1.89 | 20 | |||||||||||||||||||||
22.86 | 8.36 | 233,396 | 1.77 | (0.01 | ) | 1.89 | 45 | ||||||||||||||||||||
21.66 | 19.60 | 173,000 | 1.90 | (0.32 | ) | 2.10 | 41 | ||||||||||||||||||||
18.37 | 29.06 | 68,000 | 1.95 | (0.21 | ) | 2.19 | 32 | ||||||||||||||||||||
15.02 | (26.60 | ) | 322,124 | 1.75 | 0.91 | 1.91 | 24 | ||||||||||||||||||||
21.45 | (14.11 | ) | 523,722 | 1.75 | 0.14 | 1.92 | 31 | ||||||||||||||||||||
27.17 | 17.64 | 818,261 | 1.75 | 0.20 | 1.85 | 45 | |||||||||||||||||||||
24.26 | 5.94 | 790,689 | 1.75 | 0.64 | 1.89 | 20 | |||||||||||||||||||||
22.90 | 8.34 | 822,366 | 1.76 | 0.01 | 1.89 | 45 | |||||||||||||||||||||
21.70 | 19.56 | 483,000 | 1.90 | (0.31 | ) | 2.10 | 41 | ||||||||||||||||||||
18.41 | 29.09 | 103,000 | 1.95 | (0.19 | ) | 2.19 | 32 |
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 gains | Total distributions | |||||||||||||||||||||||||
Select Class | |||||||||||||||||||||||||||||||
Six Months Ended December 31, 2008 (Unaudited) | $ | 22.14 | $ | 0.16 | (g) | $ | (6.02 | ) | $ | (5.86 | ) | $ | (0.13 | ) | $ | (0.69 | ) | $ | (0.82 | ) | |||||||||||
Year Ended June 30, 2008 | 27.96 | 0.27 | (3.85 | ) | (3.58 | ) | (0.18 | ) | (2.06 | ) | (2.24 | ) | |||||||||||||||||||
Year Ended June 30, 2007 | 24.93 | 0.27 | 4.22 | 4.49 | (0.31 | ) | (1.15 | ) | (1.46 | ) | |||||||||||||||||||||
January 1, 2006 through June 30, 2006 (e) | 23.44 | 0.17 | 1.32 | 1.49 | — | — | — | ||||||||||||||||||||||||
Year Ended December 31, 2005 | 22.18 | 0.18 | (f) | 1.85 | 2.03 | (0.16 | ) | (0.61 | ) | (0.77 | ) | ||||||||||||||||||||
Year Ended December 31, 2004 | 18.70 | 0.12 | (f) | 3.74 | 3.86 | (0.07 | ) | (0.31 | ) | (0.38 | ) | ||||||||||||||||||||
Year Ended December 31, 2003 | 14.48 | 0.12 | (f) | 4.27 | 4.39 | (0.06 | ) | (0.11 | ) | (0.17 | ) | ||||||||||||||||||||
Institutional Class | |||||||||||||||||||||||||||||||
Six Months Ended December 31, 2008 (Unaudited) | 22.31 | 0.18 | (f) | (6.06 | ) | (5.88 | ) | (0.18 | ) | (0.69 | ) | (0.87 | ) | ||||||||||||||||||
Year Ended June 30, 2008 | 28.17 | 0.31 | (3.85 | ) | (3.54 | ) | (0.26 | ) | (2.06 | ) | (2.32 | ) | |||||||||||||||||||
Year Ended June 30, 2007 | 25.10 | 0.30 | 4.29 | 4.59 | (0.37 | ) | (1.15 | ) | (1.52 | ) | |||||||||||||||||||||
January 1, 2006 through June 30, 2006 (e) | 23.58 | 0.20 | 1.32 | 1.52 | — | — | — | ||||||||||||||||||||||||
Year Ended December 31, 2005 | 22.30 | 0.24 | (f) | 1.86 | 2.10 | (0.21 | ) | (0.61 | ) | (0.82 | ) | ||||||||||||||||||||
Year Ended December 31, 2004 | 18.77 | 0.17 | (f) | 3.77 | 3.94 | (0.10 | ) | (0.31 | ) | (0.41 | ) | ||||||||||||||||||||
Year Ended December 31, 2003 | 14.52 | 0.17 | (f) | 4.27 | 4.44 | (0.08 | ) | (0.11 | ) | (0.19 | ) |
(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 value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
(d) | Includes earnings credits and interest expense, each of which is less than 0.01%, if applicable. |
(e) | The Fund changed its fiscal year end from December 31 to June 30. |
(f) | Calculated based upon average shares outstanding. |
(g) | Amount rounds to less than $0.01. |
| 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) | |||||||||||||||||||||
$15.46 | (26.29 | )% | $ | 583,247 | 1.00 | % | 1.77 | % | 1.16 | % | 24 | % | |||||||||||||||
22.14 | (13.46 | ) | 721,777 | 1.00 | 0.90 | 1.16 | 31 | ||||||||||||||||||||
27.96 | 18.49 | 1,183,839 | 1.00 | 0.95 | 1.10 | 45 | |||||||||||||||||||||
24.93 | 6.36 | 1,255,960 | 1.00 | 1.40 | 1.14 | 20 | |||||||||||||||||||||
23.44 | 9.16 | 1,222,881 | 1.00 | 0.80 | 1.13 | 45 | |||||||||||||||||||||
22.18 | 20.67 | 485,000 | 1.00 | 0.60 | 1.20 | 41 | |||||||||||||||||||||
18.70 | 30.34 | 76,000 | 1.00 | 0.74 | 1.24 | 32 | |||||||||||||||||||||
15.56 | (26.17 | ) | 1,161,529 | 0.75 | 1.93 | 1.01 | 24 | ||||||||||||||||||||
22.31 | (13.25 | ) | 1,777,057 | 0.75 | 1.16 | 1.02 | 31 | ||||||||||||||||||||
28.17 | 18.82 | 2,566,230 | 0.75 | 1.21 | 0.95 | 45 | |||||||||||||||||||||
25.10 | 6.45 | 2,009,351 | 0.75 | 1.65 | 0.99 | 20 | |||||||||||||||||||||
23.58 | 9.42 | 1,915,393 | 0.75 | 1.02 | 0.98 | 45 | |||||||||||||||||||||
22.30 | 20.99 | 1,215,000 | 0.75 | 0.83 | 1.05 | 41 | |||||||||||||||||||||
18.77 | 30.62 | 334,000 | 0.75 | 1.00 | 1.07 | 32 |
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 realized gains | Net asset value, end of period | ||||||||||||||||||||||
Class A | |||||||||||||||||||||||||||
Six Months Ended December 31, 2008 (Unaudited) | $ | 16.65 | $ | (0.06 | )(f) | $ | (5.63 | ) | $ | (5.69 | ) | $ | — | $ | 10.96 | ||||||||||||
Year Ended June 30, 2008 | 20.73 | (0.19 | )(f) | (2.09 | ) | (2.28 | ) | (1.80 | ) | 16.65 | |||||||||||||||||
Year Ended June 30, 2007 | 19.34 | (0.19 | )(f) | 3.59 | 3.40 | (2.01 | ) | 20.73 | |||||||||||||||||||
January 1, 2006 through June 30, 2006 (e) | 18.12 | (0.09 | )(f) | 1.31 | 1.22 | — | �� | 19.34 | |||||||||||||||||||
Year Ended December 31, 2005 | 18.46 | (0.21 | )(f) | 1.20 | 0.99 | (1.33 | ) | 18.12 | |||||||||||||||||||
Year Ended December 31, 2004 | 16.81 | (0.19 | )(f) | 1.84 | 1.65 | — | 18.46 | ||||||||||||||||||||
Year Ended December 31, 2003 | 12.14 | (0.16 | )(f) | 4.83 | 4.67 | — | 16.81 | ||||||||||||||||||||
Select Class | |||||||||||||||||||||||||||
Six Months Ended December 31, 2008 (Unaudited) | 17.44 | (0.04 | )(f) | (5.91 | ) | (5.95 | ) | — | 11.49 | ||||||||||||||||||
Year Ended June 30, 2008 | 21.53 | (0.12 | )(f) | (2.17 | ) | (2.29 | ) | (1.80 | ) | 17.44 | |||||||||||||||||
Year Ended June 30, 2007 | 19.95 | (0.12 | )(f) | 3.71 | 3.59 | (2.01 | ) | 21.53 | |||||||||||||||||||
January 1, 2006 through June 30, 2006 (e) | 18.65 | (0.05 | )(f) | 1.35 | 1.30 | — | 19.95 | ||||||||||||||||||||
Year Ended December 31, 2005 | 18.89 | (0.14 | )(f) | 1.23 | 1.09 | (1.33 | ) | 18.65 | |||||||||||||||||||
Year Ended December 31, 2004 | 17.13 | (0.13 | )(f) | 1.89 | 1.76 | — | 18.89 | ||||||||||||||||||||
Year Ended December 31, 2003 | 12.32 | (0.11 | )(f) | 4.92 | 4.81 | — | 17.13 |
(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 value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
(d) | Includes earnings credits and interest expense, each of which is less than 0.01%, if applicable. |
(e) | The Fund changed its fiscal year end from December 31 to June 30. |
(f) | Calculated based upon average shares outstanding. |
Ratios/Supplemental data | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Ratios to average net assets (a) | |||||||||||||||||||||||||||
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) | ||||||||||||||||||||||
(34.17)% | $ | 50,417 | 1.50 | % | (0.90 | )% | 2.02 | % | 29 | % | |||||||||||||||||
(11.92) | 77,384 | 1.50 | (0.99 | ) | 1.95 | 122 | |||||||||||||||||||||
18.59 | 87,347 | 1.50 | (1.00 | ) | 2.04 | 144 | |||||||||||||||||||||
6.73 | 82,529 | 1.50 | (0.94 | ) | 1.82 | 86 | |||||||||||||||||||||
5.29 | 75,940 | 1.50 | (1.16 | ) | 1.67 | 143 | |||||||||||||||||||||
9.82 | 86,000 | 1.50 | (1.14 | ) | 1.73 | 112 | |||||||||||||||||||||
38.47 | 89,000 | 1.50 | (1.19 | ) | 1.86 | 55 | |||||||||||||||||||||
(34.12) | 23,904 | 1.10 | (0.51 | ) | 1.77 | 29 | |||||||||||||||||||||
(11.50) | 35,071 | 1.10 | (0.60 | ) | 1.70 | 122 | |||||||||||||||||||||
19.00 | 31,603 | 1.10 | (0.60 | ) | 1.80 | 144 | |||||||||||||||||||||
6.97 | 28,212 | 1.10 | (0.54 | ) | 1.57 | 86 | |||||||||||||||||||||
5.70 | 21,753 | 1.10 | (0.77 | ) | 1.43 | 143 | |||||||||||||||||||||
10.27 | 10,000 | 1.10 | (0.74 | ) | 1.32 | 112 | |||||||||||||||||||||
39.04 | 16,000 | 1.10 | (0.79 | ) | 1.28 | 55 |
JPMorgan Trust I JPMorgan Trust II | Undiscovered Managers Funds | J.P. Morgan Fleming Mutual Fund Group, Inc. | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Quorum of shareholders | Except when a larger quorum is required by applicable law, by the By-Laws or by the Declaration of Trust, a majority of the Outstanding Shares entitled to vote shall constitute a quorum at a Shareholders’ meeting. | 40% of Shares entitled to vote. | Holders of one-third of the Shares of stock of the Corporation entitled to vote at the meeting, except as otherwise provided by law or by the Charter or the By-Laws of the Corporation | |||||||||||
Can the Fund issue an unlimited number of shares? | Yes | Yes | No1 | |||||||||||
Do the Trustees/Directors have the power to materially amend the governing instrument without shareholder approval? | Yes2 | No3 | No4 | |||||||||||
Can the Trustees/Directors amend the by-laws without shareholder approval? | Yes | Yes | Yes | |||||||||||
Is termination of the trust (as opposed to a series thereof) possible without shareholder approval? | Yes | Yes | Yes5 | |||||||||||
Can the Trustees/Directors act without a meeting? | Yes6 | Yes7 | Yes8 | |||||||||||
Trustee/Director liability other than what the federal securities laws already prescribe? | No | No | No | |||||||||||
Shareholder liability? | No9 | No10 | No11 |
(1) | The total number of Shares of capital stock which the Corporation shall have the authority to issue is 812,500,000 shares with par value of 1 mil ($.001) per share and of the aggregate par value of $812,500, all of which shares are designated Common Stock. Unless otherwise prohibited by law, so long as the Corporation is registered as an open-end investment company under the 1940 Act, the Board of Directors of the Corporation shall have the power and authority, without the approval of the holders of any outstanding Shares, to increase or decrease the number of Shares of capital stock, or the number of Shares of capital stock of any class or series, that the Corporation has authority to issue. |
(2) | Except as provided in the Declaration of Trust, the Trustees may, without shareholder vote, restate, amend or otherwise supplement the Declaration of Trust. Shareholders have the right to vote on (i) any amendment that would affect their right to vote granted in Article V, Section 1 (right to vote for the Trustees), (ii) any amendment to Section 5 of Article VIII (Declaration of Trust’s amendment provision), (iii) any amendment that may require their vote under applicable law or by the Trust’s registration statement, as filed with the Securities and Exchange Commission and (iv) any amendment submitted to them for their vote by the Trustees. |
(3) | The Trustees may amend the Declaration of Trust without shareholder approval to change the name of the Trust, to establish, change or eliminate the par value of any shares or to supply any omission, cure any ambiguity or to cure, correct or supplement any defective or inconsistent provision contained in the Declaration of Trust. |
(4) | The Directors may amend the Charter of Incorporation (the “Charter”) without shareholder approval to change the name of the Corporation or of a class or series of stock, to supply any omission, cure any ambiguity or to cure, correct or supplement any defective or inconsistent provision contained in the Charter or restatements of the Charter or to change the designation of any class or series. |
(5) | The Corporation may redeem all outstanding shares without the vote or consent of shareholders. Once redeemed, with no shares outstanding or subscribed for, the Board of Directors may dissolve the Corporation on its own under the Corporations and Associations Law of the State of Maryland. |
(6) | Unless the 1940 Act requires that a particular action be taken only at a meeting at which the Trustees are present in person, any action to be taken by the Trustees at a meeting may be taken without such meeting by the written consent of the Trustees then in office. Such written consents shall be filed with the minutes of the proceedings of the Trustees. If any action is so taken by the Trustees by the written consent of less than all of the Trustees, prompt notice of the taking of such action shall be furnished to each Trustee who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice. |
(7) | By written consents of a majority of the Trustees then in office (which written consents shall be filed with the records of the meetings of the Trustees and shall be treated for all purposes as a vote taken at a meeting of Trustees). Although the Declaration of Trust does not explicitly state so, in actions taken by the Trustees that are governed by the 1940 Act, the 1940 Act may require that a particular action be taken only at a meeting at which the Trustees are present in person. |
(8) | Unless otherwise required by law, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or committee. |
(9) | Shareholders shall have the same limitation of personal liability as is extended to shareholders of a private corporation for profit incorporated in the State of Delaware. |
(10) | Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Trust. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust. The Declaration of Trust provides for indemnification out of the property of the Trust for all loss and expense of any shareholder of the Trust held personally liable solely by reason of his being or having been a shareholder. Thus, the risk of a shareholder incurring financial loss on account of being a shareholder is limited to circumstances in which the Trust itself would be unable to meet its obligations. |
(11) | The Corporations and Associations Law of the State of Maryland, Section 2-215, stipulates that a stockholder or subscriber for stock of a corporation is not obligated to the corporation or its creditors with respect to the stock. |
RECORD DATE, OUTSTANDING SHARES
AND INTERESTS OF CERTAIN PERSONS
Shares Outstanding on Record Date | ||||||
---|---|---|---|---|---|---|
JPMorgan Diversified Mid Cap Value Fund | [•] | |||||
Undiscovered Managers Small Cap Growth Fund | [•] | |||||
JPMorgan Capital Growth Fund | [•] |
Fund | Class | Name and Address of Owner | Type of Ownership | Percentage of Class of Shares | Percentage of Fund | Percentage of Combined Fund after Reorganization* | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
* | On a pro forma basis assuming the value of the shareholder’s interest in the Fund on the date of consummation is the same as on [•]. |
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Your Proxy Vote is important!
And now you can Vote your Proxy on the PHONE or the INTERNET.
It saves Money! Telephone and Internet voting saves postage costs.
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It’s Easy! Just follow these simple steps:
1. Read your proxy statement and have it at hand.
2. Call toll-free 1-866-241-6192 or go to website: www.proxy-direct.com
3. Enter the 14-digit number located in the shaded box from your Proxy Card.
4. Follow the recorded or on-screen directions.
5. Do not mail your Proxy Card when you vote by phone or Internet.
Please detach at perforation before mailing.
PROXY | JPMORGAN CAPITAL GROWTH FUND | PROXY |
The undersigned acknowledges receipt of the Notice of Meeting and Proxy Statement for the Combined Special Meeting of Shareholders of JPMorgan Capital Growth Fund, JPMorgan Diversified Mid Cap Value Fund and Undiscovered Managers Small Cap Growth Fund (each, a “Fund”), to be held at the offices of JPMorgan Investment Management Inc. (“JPMIM”) 245 Park Avenue, New York, New York 10167 on June 15, 2009, at 10:00 a.m., Eastern Time (the “Meeting”), and appoints Frank Tango, Michael Tansley, Tiffany Prasad and Laura Melman (and each of them) proxies, with power of substitution, to attend the Combined Special Meeting (and any postponements or adjournments thereof) and to vote all shares the undersigned is entitled to vote upon the matters indicated on the reverse side and with discretionary power to vote on any other business that may properly come before the Special Meeting.
This Proxy when properly executed will be voted in the manner directed by the undersigned. THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF TRUSTEES OF EACH FUND. Your vote is important. Complete, sign on the reverse side and return this card as soon as possible.
VOTE VIA THE TELEPHONE: 1-866-241-6192
VOTE VIA THE INTERNET: www.proxy-direct.com
YOUR VOTE IS IMPORTANT.
Please complete, sign and return this card as soon as possible. Please sign exactly as your name(s) appear(s) on this Proxy. If shares are held jointly, each holder should sign. When signing in a representative capacity, please give title.
__________________________________________________________
Signature
__________________________________________________________
Signature (if held jointly)
______________________________________________________,2009
Date �� JPM_19989_022409
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Acquired Fund | Acquiring Fund |
01 JPMorgan Capital Growth Fund | 01 JPMorgan Diversified Mid Cap Growth Fund |
02 JPMorgan Diversified Mid Cap Value Fund | 02 JPMorgan Mid Cap Value Fund |
03 Undiscovered Managers Small Cap Growth Fund | 03 JPMorgan Dynamic Small Cap Growth Fund |
Important Notice Regarding the Availability of Proxy Materials for JPMorgan Capital Growth Fund, JPMorgan
Diversified Mid Cap Value Fund and Undiscovered Managers Small Cap Growth Fund
Shareholder Meeting to Be Held on June 15, 2009.
The Proxy Statement for this meeting is available at https://www.proxy-direct.com/jpm19989
Please detach at perforation before mailing.
The Board of Trustees of each Acquired Fund recommends that you vote FOR the proposals below. Please vote your shares of each Acquired Fund you own.
PLEASE MARK VOTES AS IN THIS EXAMPLE:
1. | |||||
2. | |||||
3. | To approve the Agreements and Plans of Reorganization by and among JPMorgan Trust I, JPMorgan Trust II, Undiscovered Managers Funds and JPMorgan Fleming Mutual Fund Group, Inc., as applicable, (each an “Agreement and Plan of Reorganization”), pursuant to which each Acquired Fund will transfer all of its assets attributable to each class of its shares to the corresponding Acquiring Fund, as indicated below, in exchange for shares of the corresponding class of the Acquiring Fund and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund. Each Acquired Fund would then distribute to its shareholders the portion of the shares of the corresponding Acquiring Fund to which each such shareholder is entitled in the liquidation of the Acquired Fund. | ||||
|
| ||||
|
| FOR | AGAINST | ABSTAIN | |
Acquired Fund | Acquiring Fund | ||||
01 JPMorgan Capital Growth Fund | 01 JPMorgan Diversified Mid Cap Growth Fund | ||||
02 JPMorgan Diversified Mid Cap Value Fund | 02 JPMorgan Mid Cap Value Fund | ||||
03 Undiscovered Managers Small Cap Growth Fund | 03 JPMorgan Dynamic Small Cap Growth Fund | ||||
|
| ||||
2. | To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof |
PLEASE SIGN, DATE, AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
JPM_19989_022409
PART B
JPMORGAN TRUST I
JPMORGAN TRUST II
J.P. MORGAN FLEMING MUTUAL FUND GROUP, INC.
Statement of Additional Information
April ___, 2009
Acquired Funds |
| Acquiring Funds |
|
|
|
Acquisition of the Assets and Liabilities of |
| By and in Exchange for Shares of |
JPMorgan Capital Growth Fund |
| JPMorgan Diversified Mid Cap Growth Fund |
(a series of JPMorgan Trust I) |
| (a series of JPMorgan Trust II) |
245 Park Avenue |
| 245 Park Avenue |
New York, New York 10167 |
| New York, New York 10167 |
|
|
|
Acquisition of the Assets and Liabilities of |
| By and in Exchange for Shares of |
JPMorgan Diversified Mid Cap Value Fund |
| JPMorgan Mid Cap Value Fund |
(a series of JPMorgan Trust II) 245 Park Avenue |
| (a series of J.P. Morgan Fleming Mutual Fund Group, Inc.) |
New York, New York 10167 |
| 245 Park Avenue |
|
| New York, New York 10167 |
|
|
|
Acquisition of the Assets and Liabilities of |
| By and in Exchange for Shares of |
Undiscovered Managers Small Cap Growth Fund |
| JPMorgan Dynamic Small Cap Growth Fund |
(a series of Undiscovered Managers Funds) |
| (a series of JPMorgan Trust I) |
245 Park Avenue |
| 245 Park Avenue |
New York, New York 10167 |
| New York, New York 10167 |
|
|
|
|
|
|
This Statement of Additional Information, which is not a prospectus, supplements and should be read in conjunction with the Proxy Statement/Prospectus dated April __, 2009, relating specifically to the proposed transfer of:
a. all the assets of JPMorgan Capital Growth Fund to JPMorgan Diversified Mid Cap Growth Fund and the assumption of all the liabilities of JPMorgan Capital Growth Fund in exchange for shares of JPMorgan Diversified Mid Cap Growth Fund having an aggregate net asset value equal to those of JPMorgan Capital Growth Fund;
b. all the assets of JPMorgan Diversified Mid Cap Value Fund to JPMorgan Mid Cap Value Fund and the assumption of all the liabilities of JPMorgan Diversified Mid Cap Value Fund in exchange for shares of JPMorgan Mid Cap Value Fund having an aggregate net asset value equal to those of JPMorgan Diversified Mid Cap Value Fund; and
c. all the assets of Undiscovered Managers Small Cap Growth Fund to JPMorgan Dynamic Small Cap Growth Fund and the assumption of all the liabilities of Undiscovered Managers Small Cap Growth Fund in exchange for shares of JPMorgan Dynamic Small Cap Growth Fund having an aggregate net asset value equal to those of Undiscovered Managers Small Cap Growth Fund.
To obtain a copy of the Proxy Statement/Prospectus, please write to JPMorgan Funds Services at P.O. Box 8528, Boston, MA 02266-8528 or call 866-963-6135. The transfers are to occur pursuant to certain Agreements and Plans of Reorganization. Unless otherwise indicated, capitalized terms used herein have the same meanings as are given to them in the Proxy Statement/Prospectus.
TABLE OF CONTENTS
1. |
| General Information |
|
|
|
2. |
| Documents Incorporated by Reference, including Financial Statements |
|
|
|
3. |
| Pro Forma Financial Statements and Notes for JPMorgan Capital Growth Fund and JPMorgan Diversified Mid Cap Growth Fund |
| ||
4. |
| Pro Forma Financial Statements and Notes for Undiscovered Managers Small Cap Growth Fund and JPMorgan Dynamic Small Cap Growth Fund |
|
GENERAL INFORMATION
A Combined Special Meeting of Shareholders of the Acquired Funds of JPMorgan Trust I, JPMorgan Trust II and Undiscovered Managers Funds will be held to consider the proposed Reorganizations at the offices of J.P. Morgan Investment Management Inc., 245 Park Avenue, New York, New York 10167, on Monday, June 15, 2009 at 10:00 a.m., New York time. For further information about the Reorganizations, see the Proxy Statement/Prospectus.
DOCUMENTS INCORPORATED BY REFERENCE, INCLUDING FINANCIAL STATEMENTS
This Statement of Additional Information of JPMorgan Diversified Mid Cap Growth Fund, JPMorgan Mid Cap Value Fund and JPMorgan Dynamic Small Cap Growth Fund consists of this cover page, the accompanying pro forma financial statements and related notes and the following documents, each of which was filed electronically with the Securities and Exchange Commission and is incorporated by reference herein:
1.
The information concerning the JPMorgan Capital Growth Fund, JPMorgan Diversified Mid Cap Growth Fund, JPMorgan Diversified Mid Cap Value Fund, JPMorgan Mid Cap Value Fund and JPMorgan Dynamic Small Cap Growth Fund in the Statement of Additional Information for the JPMorgan U.S. Equity Funds dated November 1, 2008, as supplemented;
2.
The information concerning the Undiscovered Managers Small Cap Growth Fund in the Statement of Additional Information for the Undiscovered Managers Funds dated December 31, 2008;
3.
The Financial Statements of the JPMorgan Capital Growth Fund, JPMorgan Diversified Mid Cap Growth Fund, JPMorgan Diversified Mid Cap Value Fund and JPMorgan Mid Cap Value Fund as included in the JPMorgan Mid Cap/Multi-Cap Funds’ Annual Report filed for the year ended June 30, 2008;
4.
The Financial Statements of the JPMorgan Dynamic Small Cap Growth Fund as included in the JPMorgan Small Cap Funds’ Annual Report filed for the year ended June 30, 2008;
5.
The Financial Statements of the Undiscovered Managers Small Cap Growth Fund as included in the Undiscovered Managers Funds’ Annual Report filed for the year ended August 31, 2008;
6.
The Financial Statements of JPMorgan Capital Growth Fund, JPMorgan Diversified Mid Cap Growth Fund, JPMorgan Diversified Mid Cap Value Fund and JPMorgan Mid Cap Value Fund as included in the JPMorgan Mid Cap/Multi-Cap Funds’ Semi-Annual Report filed for the period ended December 31, 2008; and
7.
The Financial Statements of the JPMorgan Dynamic Small Cap Growth Fund as included in the JPMorgan Small Cap Funds’ Semi-Annual Report filed for the period ended December 31, 2008.
Shown below are the financial statements for each Acquired Fund and Acquiring Fund (the “Funds”), except for the following Reorganization for which pro forma financial statements are not required to be shown:
·
JPMorgan Diversified Mid Cap Value Fund and the JPMorgan Mid Cap Value Fund Reorganization
as of the dates indicated and pro forma financial statements for the combined Funds (each, a “Combined Fund”), assuming the reorganization of the applicable Acquired Fund into the Acquiring Fund has been consummated on January 1, 2008. The first table presents Portfolio of Investments for each Fund and pro forma figures for the Combined Fund. The second table presents Statements of Assets and Liabilities for each Fund and estimated pro forma figures for the Combined Fund. The third table presents Statements of Operations for each Fund and estimated pro forma figures for the Combined Fund. These tables are followed by the Notes to the Pro Forma Financial Statements.
JPMorgan Capital Growth Fund/JPMorgan Diversified Mid Cap Growth Fund
Combined Schedule of Portfolio Investments
As of December 31, 2008 (Unaudited)
(Amounts in U.S. Dollars, unless otherwise noted)
(Amounts in thousands, except number of contracts)
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JPMorgan Capital Growth |
| JPMorgan Diversified Mid Cap |
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| Combined Pro Forma |
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Shares |
| Value ($) |
| Shares |
| Value ($) |
| Security Description |
| Shares |
| Value($) |
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| Long-Term Investments — 99.6% |
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| Common Stocks — 99.6% |
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| Aerospace & Defense — 1.3% |
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| 122 |
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| 7,273 |
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| 112 |
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| 6,690 |
| Precision Castparts Corp. |
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| 234 |
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| 13,963 |
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| Auto Components — 0.6% |
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| 378 |
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| 3,335 |
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| 347 |
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| 3,066 |
| Gentex Corp. (c) |
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| 725 |
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| 6,401 |
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| Biotechnology — 2.4% |
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| 193 |
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| 10,676 |
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| 178 |
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| 9,815 |
| Celgene Corp. (a) |
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| 371 |
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| 20,491 |
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| 45 |
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| 2,969 |
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| 41 |
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| 2,730 |
| Myriad Genetics, Inc. (a) |
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| 86 |
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| 5,699 |
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| 13,645 |
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| 12,545 |
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| 26,190 |
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| Capital Markets — 7.1% |
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| 62 |
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| 2,619 |
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| 57 |
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| 2,405 |
| Affiliated Managers Group, Inc. (a) |
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| 119 |
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| 5,024 |
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| 299 |
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| 6,803 |
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| 275 |
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| 6,256 |
| Investment Technology Group, Inc. (a) (c) |
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| 574 |
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| 13,059 |
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| 183 |
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| 5,454 |
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| 169 |
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| 5,014 |
| Lazard Ltd., (Bermuda), Class A |
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| 352 |
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| 10,468 |
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| 156 |
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| 8,108 |
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| 143 |
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| 7,456 |
| Northern Trust Corp. |
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| 299 |
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| 15,564 |
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| 486 |
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| 2,500 |
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| 446 |
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| 2,298 |
| Och-Ziff Capital Management Group LLC, Class A |
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| 932 |
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| 4,798 |
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| 222 |
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| 7,876 |
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| 204 |
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| 7,241 |
| T. Rowe Price Group, Inc. |
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| 426 |
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| 15,117 |
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| 465 |
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| 6,623 |
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| 427 |
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| 6,090 |
| TD AMERITRADE Holding Corp. (a) |
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| 892 |
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| 12,713 |
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| 39,983 |
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| 36,760 |
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| 76,743 |
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| Chemicals — 4.1% |
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| 337 |
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| 11,861 |
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| 310 |
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| 10,905 |
| Ecolab, Inc. |
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| 647 |
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| 22,766 |
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| 134 |
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| 7,954 |
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| 123 |
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| 7,313 |
| Praxair, Inc. |
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| 257 |
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| 15,267 |
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| 324 |
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| 3,496 |
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| 298 |
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| 3,214 |
| Rockwood Holdings, Inc. (a) |
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| 622 |
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| 6,710 |
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| 23,311 |
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| 21,432 |
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| 44,743 |
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| Commercial Services & Supplies — 6.9% |
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| 776 |
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| 12,694 |
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| 713 |
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| 11,671 |
| Corrections Corp. of America (a) |
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| 1,489 |
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| 24,365 |
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| 212 |
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| 11,024 |
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| 195 |
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| 10,135 |
| Stericycle, Inc. (a) |
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| 407 |
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| 21,159 |
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| 483 |
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| 15,245 |
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| 444 |
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| 14,019 |
| Waste Connections, Inc. (a) |
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| 927 |
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| 29,264 |
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| 38,963 |
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| 35,825 |
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| 74,788 |
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| Communications Equipment — 4.6% |
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| 339 |
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| 5,263 |
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| 311 |
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| 4,839 |
| CommScope, Inc. (a) |
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| 650 |
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| 10,102 |
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| 241 |
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| 5,518 |
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| 222 |
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| 5,075 |
| F5 Networks, Inc. (a) (c) |
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| 463 |
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| 10,593 |
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| 290 |
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| 11,044 |
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| 267 |
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| 10,154 |
| Harris Corp. |
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| 557 |
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| 21,198 |
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| 250 |
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| 4,385 |
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| 230 |
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| 4,031 |
| Juniper Networks, Inc. (a) |
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| 480 |
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| 8,416 |
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| 26,210 |
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| 24,099 |
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| 50,309 |
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| Computers & Peripherals — 0.9% |
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| 370 |
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| 5,167 |
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| 340 |
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| 4,751 |
| NetApp, Inc. (a) |
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| 710 |
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| 9,918 |
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| Construction & Engineering — 0.9% |
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| 261 |
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| 5,348 |
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| 240 |
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| 4,918 |
| Shaw Group, Inc. (The) (a) |
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| 501 |
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| 10,266 |
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| Containers & Packaging — 0.7% |
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| 111 |
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| 3,707 |
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| 102 |
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| 3,410 |
| Greif, Inc., Class A |
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| 213 |
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| 7,117 |
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| Diversified Consumer Services — 3.2% |
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| 158 |
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| 15,007 |
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| 145 |
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| 13,801 |
| ITT Educational Services, Inc. (a) (c) |
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| 303 |
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| 28,808 |
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| 15 |
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| 3,195 |
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| 14 |
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| 2,937 |
| Strayer Education, Inc. |
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| 29 |
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| 6,132 |
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| 18,202 |
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| 16,738 |
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| 34,940 |
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| Diversified Financial Services — 2.7% |
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| 403 |
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| 7,214 |
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| 371 |
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| 6,634 |
| Interactive Brokers Group, Inc., Class A (a) |
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| 774 |
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| 13,848 |
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| 97 |
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| 7,972 |
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| 89 |
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| 7,329 |
| IntercontinentalExchange, Inc. (a) |
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| 186 |
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| 15,301 |
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| 15,186 |
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| 13,963 |
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| 29,149 |
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| Diversified Telecommunication Services — 1.4% |
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| 932 |
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| 7,891 |
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| 857 |
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| 7,256 |
| tw telecom, inc. (a) (c) |
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| 1,789 |
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| 15,147 |
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| Electrical Equipment — 1.8% |
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| 29 |
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| 3,988 |
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| 27 |
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| 3,660 |
| First Solar, Inc. (a) |
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| 56 |
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| 7,648 |
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| 317 |
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| 916 |
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| 291 |
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| 841 |
| GT Solar International, Inc. (a) |
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| 608 |
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| 1,757 |
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| 124 |
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| 5,395 |
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| 114 |
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| 4,961 |
| Roper Industries, Inc. |
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| 238 |
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| 10,356 |
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| 10,299 |
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| 9,462 |
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| 19,761 |
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| Electronic Equipment, Instruments & Components — 3.4% |
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| 402 |
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| 9,630 |
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| 369 |
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| 8,855 |
| Amphenol Corp., Class A |
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| 771 |
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| 18,485 |
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| 150 |
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| 4,911 |
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| 138 |
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| 4,514 |
| Dolby Laboratories, Inc., Class A (a) (c) |
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| 288 |
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| 9,425 |
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| 151 |
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| 4,638 |
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| 139 |
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| 4,263 |
| Flir Systems, Inc. (a) (c) |
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| 290 |
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| 8,901 |
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| 19,179 |
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| 17,632 |
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| 36,811 |
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| Energy Equipment & Services — 2.2% |
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| 234 |
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| 4,807 |
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| 216 |
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| 4,419 |
| Cameron International Corp. (a) |
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| 450 |
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| 9,226 |
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| 107 |
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| 2,435 |
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| 98 |
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| 2,239 |
| Helmerich & Payne, Inc. |
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| 205 |
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| 4,674 |
|
See notes to pro forma financial statements
JPMorgan Capital Growth Fund/JPMorgan Diversified Mid Cap Growth Fund
Combined Schedule of Portfolio Investments
As of December 31, 2008 (Unaudited) (continued)
(Amounts in U.S. Dollars, unless otherwise noted)
(Amounts in thousands, except number of contracts)
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|
JPMorgan Capital Growth |
| JPMorgan Diversified Mid Cap |
|
|
| Combined Pro Forma |
| ||||||||||||
Shares |
| Value ($) |
| Shares |
| Value ($) |
| Security Description |
| Shares |
| Value($) |
| ||||||
| 174 |
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| 5,063 |
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| 160 |
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| 4,655 |
| Oceaneering International, Inc. (a) |
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| 334 |
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| 9,718 |
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| ||||||
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| 12,305 |
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| 11,313 |
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| 23,618 |
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| Health Care Equipment & Supplies — 2.9% |
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| 239 |
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| 6,750 |
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| 220 |
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| 6,205 |
| Dentsply International, Inc. (c) |
|
| 459 |
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| 12,955 |
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| 447 |
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| 5,848 |
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| 411 |
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| 5,377 |
| Hologic, Inc. (a) |
|
| 858 |
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| 11,225 |
|
| 100 |
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| 4,030 |
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| 92 |
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| 3,707 |
| Zimmer Holdings, Inc. (a) |
|
| 192 |
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| 7,737 |
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| ||||||
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| 16,628 |
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| 15,289 |
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| 31,917 |
| |||
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|
|
|
|
|
|
|
| Health Care Providers & Services — 7.2% |
|
|
|
|
|
|
|
| 273 |
|
| 13,529 |
|
| 251 |
|
| 12,440 |
| DaVita, Inc. (a) |
|
| 524 |
|
| 25,969 |
|
| 84 |
|
| 4,624 |
|
| 77 |
|
| 4,250 |
| Express Scripts, Inc. (a) |
|
| 161 |
|
| 8,874 |
|
| 370 |
|
| 13,795 |
|
| 340 |
|
| 12,685 |
| Humana, Inc. (a) |
|
| 710 |
|
| 26,480 |
|
| 439 |
|
| 8,723 |
|
| 403 |
|
| 8,021 |
| VCA Antech, Inc. (a) (c) |
|
| 842 |
|
| 16,744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
| 40,671 |
|
|
|
| 37,396 |
|
|
|
|
|
| 78,067 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
| �� |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Health Care Technology — 1.5% |
|
|
|
|
|
|
|
| 226 |
|
| 8,686 |
|
| 208 |
|
| 7,989 |
| Cerner Corp. (a) (c) |
|
| 434 |
|
| 16,675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Hotels, Restaurants & Leisure — 2.9% |
|
|
|
|
|
|
|
| 156 |
|
| 4,399 |
|
| 146 |
|
| 4,100 |
| Darden Restaurants, Inc. |
|
| 302 |
|
| 8,499 |
|
| 82 |
|
| 4,284 |
|
| 75 |
|
| 3,939 |
| Panera Bread Co., Class A (a) (c) |
|
| 157 |
|
| 8,223 |
|
| 371 |
|
| 7,934 |
|
| 341 |
|
| 7,295 |
| Penn National Gaming, Inc. (a) |
|
| 712 |
|
| 15,229 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
| 16,617 |
|
|
|
| 15,334 |
|
|
|
|
|
| 31,951 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Industrial Conglomerates — 0.4% |
|
|
|
|
|
|
|
| 216 |
|
| 2,137 |
|
| 199 |
|
| 1,965 |
| McDermott International, Inc. (a) |
|
| 415 |
|
| 4,102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Insurance — 4.8% |
|
|
|
|
|
|
|
| 177 |
|
| 9,388 |
|
| 163 |
|
| 8,631 |
| ACE Ltd. |
|
| 340 |
|
| 18,019 |
|
| 156 |
|
| 7,113 |
|
| 143 |
|
| 6,542 |
| AON Corp. |
|
| 299 |
|
| 13,655 |
|
| 401 |
|
| 10,713 |
|
| 368 |
|
| 9,852 |
| HCC Insurance Holdings, Inc. (c) |
|
| 769 |
|
| 20,565 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
| 27,214 |
|
|
|
| 25,025 |
|
|
|
|
|
| 52,239 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Internet & Catalog Retail — 0.7% |
|
|
|
|
|
|
|
| 74 |
|
| 3,795 |
|
| 68 |
|
| 3,487 |
| Amazon.com, Inc. (a) |
|
| 142 |
|
| 7,282 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Internet Software & Services — 1.8% |
|
|
|
|
|
|
|
| 420 |
|
| 6,335 |
|
| 386 |
|
| 5,825 |
| Akamai Technologies, Inc. (a) (c) |
|
| 806 |
|
| 12,160 |
|
| 73 |
|
| 3,899 |
|
| 67 |
|
| 3,585 |
| Equinix, Inc. (a) |
|
| 140 |
|
| 7,484 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
| 10,234 |
|
|
|
| 9,410 |
|
|
|
|
|
| 19,644 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| IT Services — 2.1% |
|
|
|
|
|
|
|
| 41 |
|
| 5,810 |
|
| 37 |
|
| 5,336 |
| MasterCard, Inc., Class A |
|
| 78 |
|
| 11,146 |
|
| 322 |
|
| 6,267 |
|
| 296 |
|
| 5,762 |
| SAIC, Inc. (a) |
|
| 618 |
|
| 12,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
| 12,077 |
|
|
|
| 11,098 |
|
|
|
|
|
| 23,175 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Leisure Equipment & Products — 1.4% |
|
|
|
|
|
|
|
| 482 |
|
| 7,712 |
|
| 443 |
|
| 7,091 |
| Mattel, Inc. |
|
| 925 |
|
| 14,803 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Life Sciences Tools & Services — 2.1% |
|
|
|
|
|
|
|
| 132 |
|
| 6,055 |
|
| 121 |
|
| 5,566 |
| Covance, Inc. (a) |
|
| 253 |
|
| 11,621 |
|
| 219 |
|
| 5,708 |
|
| 202 |
|
| 5,248 |
| Illumina, Inc. (a) |
|
| 421 |
|
| 10,956 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
| 11,763 |
|
|
|
| 10,814 |
|
|
|
|
|
| 22,577 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Machinery — 4.1% |
|
|
|
|
|
|
|
| 129 |
|
| 3,038 |
|
| 118 |
|
| 2,793 |
| AGCO Corp. (a) |
|
| 247 |
|
| 5,831 |
|
| 110 |
|
| 2,041 |
|
| 101 |
|
| 1,876 |
| Bucyrus International, Inc. (c) |
|
| 211 |
|
| 3,917 |
|
| 146 |
|
| 3,904 |
|
| 134 |
|
| 3,590 |
| Cummins, Inc. |
|
| 280 |
|
| 7,494 |
|
| 261 |
|
| 7,428 |
|
| 240 |
|
| 6,830 |
| Pall Corp. |
|
| 501 |
|
| 14,258 |
|
| 168 |
|
| 6,666 |
|
| 154 |
|
| 6,138 |
| Wabtec Corp. (c) |
|
| 322 |
|
| 12,804 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
| 23,077 |
|
|
|
| 21,227 |
|
|
|
|
|
| 44,304 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Media — 2.7% |
|
|
|
|
|
|
|
| 187 |
|
| 2,652 |
|
| 172 |
|
| 2,438 |
| Discovery Communications, Inc., Class A (a) |
|
| 359 |
|
| 5,090 |
|
| 257 |
|
| 9,156 |
|
| 237 |
|
| 8,417 |
| John Wiley & Sons, Inc., Class A |
|
| 494 |
|
| 17,573 |
|
| 101 |
|
| 3,585 |
|
| 93 |
|
| 3,295 |
| Morningstar, Inc. (a) (c) |
|
| 194 |
|
| 6,880 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
| 15,393 |
|
|
|
| 14,150 |
|
|
|
|
|
| 29,543 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Multiline Retail —2.3% |
|
|
|
|
|
|
|
| 241 |
|
| 4,742 |
|
| 221 |
|
| 4,360 |
| J.C. Penney Co., Inc. |
|
| 462 |
|
| 9,102 |
|
| 226 |
|
| 8,181 |
|
| 208 |
|
| 7,522 |
| Kohl’s Corp. (a) |
|
| 434 |
|
| 15,703 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
| 12,923 |
|
|
|
| 11,882 |
|
|
|
|
|
| 24,805 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Oil, Gas & Consumable Fuels — 5.6% |
|
|
|
|
|
|
|
| 270 |
|
| 7,020 |
|
| 248 |
|
| 6,455 |
| Cabot Oil & Gas Corp. |
|
| 518 |
|
| 13,475 |
|
| 503 |
|
| 8,297 |
|
| 463 |
|
| 7,630 |
| Forest Oil Corp. (a) |
|
| 966 |
|
| 15,927 |
|
| 168 |
|
| 3,825 |
|
| 155 |
|
| 3,516 |
| Peabody Energy Corp. |
|
| 323 |
|
| 7,341 |
|
| 436 |
|
| 12,626 |
|
| 401 |
|
| 11,609 |
| Southwestern Energy Co. (a) |
|
| 837 |
|
| 24,235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
| 31,768 |
|
|
|
| 29,210 |
|
|
|
|
|
| 60,978 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Professional Services — 1.3% |
|
|
|
|
|
|
|
| 173 |
|
| 7,707 |
|
| 159 |
|
| 7,086 |
| FTI Consulting, Inc. (a) |
|
| 332 |
|
| 14,793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to pro forma financial statements
JPMorgan Capital Growth Fund/JPMorgan Diversified Mid Cap Growth Fund
Combined Schedule of Portfolio Investments
As of December 31, 2008 (Unaudited) (continued)
(Amounts in U.S. Dollars, unless otherwise noted)
(Amounts in thousands, except number of contracts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPMorgan Capital Growth |
| JPMorgan Diversified Mid Cap |
|
|
| Combined Pro Forma |
| ||||||||||||
Shares |
| Value ($) |
| Shares |
| Value ($) |
| Security Description |
| Shares |
| Value($) |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
| Road & Rail — 2.6% |
|
|
|
|
|
|
|
| 135 |
|
| 3,559 |
|
| 125 |
|
| 3,273 |
| J.B. Hunt Transport Services, Inc. (c) |
|
| 260 |
|
| 6,832 |
|
| 287 |
|
| 11,014 |
|
| 264 |
|
| 10,126 |
| Landstar System, Inc. |
|
| 551 |
|
| 21,140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
| 14,573 |
|
|
|
| 13,399 |
|
|
|
|
|
| 27,972 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Semiconductors & Semiconductor Equipment — 2.2% |
|
|
|
|
|
|
|
| 472 |
|
| 8,016 |
|
| 434 |
|
| 7,371 |
| Broadcom Corp., Class A (a) |
|
| 906 |
|
| 15,387 |
|
| 201 |
|
| 4,379 |
|
| 185 |
|
| 4,027 |
| KLA-Tencor Corp. |
|
| 386 |
|
| 8,406 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
| 12,395 |
|
|
|
| 11,398 |
|
|
|
|
|
| 23,793 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Software — 4.7% |
|
|
|
|
|
|
|
| 543 |
|
| 4,692 |
|
| 499 |
|
| 4,315 |
| Activision Blizzard, Inc. (a) |
|
| 1,042 |
|
| 9,007 |
|
| 665 |
|
| 12,166 |
|
| 612 |
|
| 11,187 |
| Amdocs Ltd. (United Kingdom) (a) |
|
| 1,277 |
|
| 23,353 |
|
| 98 |
|
| 2,731 |
|
| 91 |
|
| 2,524 |
| ANSYS, Inc. (a) (c) |
|
| 189 |
|
| 5,255 |
|
| 229 |
|
| 3,677 |
|
| 211 |
|
| 3,380 |
| Electronic Arts, Inc. (a) |
|
| 440 |
|
| 7,057 |
|
| 334 |
|
| 3,458 |
|
| 307 |
|
| 3,179 |
| Nuance Communications, Inc. (a) |
|
| 641 |
|
| 6,637 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
| 26,724 |
|
|
|
| 24,585 |
|
|
|
|
|
| 51,309 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Specialty Retail — 1.0% |
|
|
|
|
|
|
|
| 97 |
|
| 5,814 |
|
| 90 |
|
| 5,348 |
| Sherwin-Williams Co. (The) |
|
| 187 |
|
| 11,162 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Textiles, Apparel & Luxury Goods — 0.7% |
|
|
|
|
|
|
|
| 192 |
|
| 3,979 |
|
| 176 |
|
| 3,660 |
| Coach, Inc. (a) |
|
| 368 |
|
| 7,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Wireless Telecommunication Services — 0.4% |
|
|
|
|
|
|
|
| 95 |
|
| 2,544 |
|
| 87 |
|
| 2,339 |
| Leap Wireless International, Inc. (a) |
|
| 182 |
|
| 4,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 564,435 |
|
|
|
| 519,042 |
| Total Long-Term Investments |
|
|
|
| 1,083,477 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Short-Term Investments — 1.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Investment Companies — 1.1% |
|
|
|
|
|
|
|
| — |
|
| — |
|
| 2,110 |
|
| 2,110 |
| JPMorgan Liquid Assets Money Market Fund, Institutional Class Shares (b) (m) |
|
| 2,110 |
|
| 2,110 |
|
| 9,626 |
|
| 9,626 |
|
| — |
|
| — |
| JPMorgan Prime Money Market Fund, Institutional Class Shares (b) (m) |
|
| 9,626 |
|
| 9,626 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
| 9,626 |
|
|
|
| 2,110 |
| Total Short-Term Investments |
|
| 11,736 |
|
| 11,736 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal |
| Principal Amount |
|
|
| Principal |
|
|
|
| |||||||||
|
|
|
|
|
|
|
| ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| Investments of Cash Collateral for Securities on |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Certificate of Deposit — 0.4% |
|
|
|
|
|
|
|
| — |
|
| — |
|
| 4,500 |
|
| 4,349 |
| Calyon, New York, VAR, 0.397%, 03/15/10 |
|
| 4,500 |
|
| 4,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Corporate Notes — 2.4% |
|
|
|
|
|
|
|
| — |
|
| — |
|
| 5,000 |
|
| 4,892 |
| BBVA U.S. Senior S.A., (Spain), VAR, 2.149%, 03/12/10 (e) |
|
| 5,000 |
|
| 4,892 |
|
| 7,000 |
|
| 6,959 |
|
| — |
|
| — |
| Beta Finance, Inc., VAR, 0.383%, 02/20/09 (e) (i) (s) |
|
| 7,000 |
|
| 6,959 |
|
| — |
|
| — |
|
| 6,000 |
|
| 5,727 |
| General Electric Capital Corp., VAR, 0.400%, 03/12/10 |
|
| 6,000 |
|
| 5,727 |
|
| — |
|
| — |
|
| 1,000 |
|
| 904 |
| Monumental Global Funding II, VAR, 0.395%, 03/26/10 (e) |
|
| 1,000 |
|
| 904 |
|
| — |
|
| — |
|
| 7,000 |
|
| 6,498 |
| Monumental Global Funding III, VAR, 2.203%, 05/24/10 (e) |
|
| 7,000 |
|
| 6,498 |
|
| — |
|
| — |
|
| 2,000 |
|
| 1,853 |
|
|
|
| 2,000 |
|
| 1,853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
| 6,959 |
|
|
|
| 19,874 |
|
|
|
|
|
| 26,833 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
| Shares |
|
|
| Shares |
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
| Investment Company — 3.4% |
|
|
|
|
|
|
|
| 30,603 |
|
| 30,603 |
|
| 6,055 |
|
| 6,055 |
| JPMorgan Prime Money Market Fund, Capital Shares (b) |
|
| 36,658 |
|
| 36,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
| Total Investments of Cash Collateral for Securities on Loan |
|
| 69,158 |
|
| 67,840 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
| Total Investments — 106.9% |
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
| 611,623 |
|
|
|
|
| 551,430 |
| (Cost $755,732, $686,899, and $1,442,631, respectively) |
|
|
|
|
| 1,163,053 |
|
|
|
|
| (37,069 | ) |
|
|
|
| (37,635 | ) | Liabilities in Excess of Other Assets — (6.9)% |
|
|
|
|
| (74,704 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
| 574,554 |
|
|
|
|
| 513,795 |
| NET ASSETS — 100.0% |
|
|
|
|
| 1,088,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS:
(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. or J.P. Morgan Investment Advisors, Inc.
(c) Security, or a portion of the security, has been delivered to a counterparty as part of a security lending transaction.
(e) Security is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. Unless otherwise indicated, this security has been determined to be liquid under procedures established by the Board of Trustees and may be resold in transactions exempt from registration, normally to qualified institutional buyers.
(i) Security has been deemed illiquid pursuant to procedures approved by the Board of Trustees and may be difficult to sell.
(m) All or a portion of this security is reserved for current or potential holdings of futures, swaps, options, TBAs, when-issued securities, delayed delivery securities, reverse repurchase agreements, and forward currency contracts.
(s) These holdings represent investments in structured investment vehicles (SIVs). The value of SIVs may be affected by, among other things, changes in: interest rates, the quality of the underlying assets or the market’s assessment thereof, factors concerning interests in and structure of the issuer or the originator of the receivables, or the creditworthiness of the entities that provide credit enhancements. SIVs have experienced decreased liquidity primarily resulting from declines in the market value of certain categories of collateral underlying the SIVs. These holdings were previously determined to be liquid at the time of acquisition of such investments and have since been deemed to be illiquid due to the changes in market conditions.
VAR - Variable Rate Security. The interest rate shown is the rate in effect as of December 31, 2008.
See notes to pro forma financial statements
JPMorgan Capital Growth Fund/JPMorgan Diversified Mid Cap Growth Fund
Pro Forma Combined Statement of Assets and Liabilities
As of December 31, 2008 (Unaudited)
(Amounts in thousands, except per share amount)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
| ||||
|
| JPMorgan Capital Growth Fund |
| JPMorgan Diversified Mid Cap |
| Pro Forma |
| Pro Forma |
| ||||
|
|
|
|
|
| ||||||||
ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in non-affiliates, at value |
| $ | 571,394 |
| $ | 543,265 |
| $ | — |
| $ | 1,114,659 |
|
Investments in affiliates, at value |
|
| 40,229 |
|
| 8,165 |
|
| — |
|
| 48,394 |
|
|
|
|
|
|
| ||||||||
Total investment securities, at value |
|
| 611,623 |
|
| 551,430 |
|
| — |
|
| 1,163,053 |
|
Cash |
|
| — | (a) |
| 1 |
|
| — |
|
| 1 |
|
Receivables: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities sold |
|
| 152 |
|
| 140 |
|
| — |
|
| 292 |
|
Fund shares sold |
|
| 2,625 |
|
| 700 |
|
| — |
|
| 3,325 |
|
Interest and dividends |
|
| 269 |
|
| 240 |
|
| — |
|
| 509 |
|
|
|
|
|
|
| ||||||||
Total Assets |
|
| 614,669 |
|
| 552,511 |
|
| — |
|
| 1,167,180 |
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Payables: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities purchased |
| 1,109 |
| 1,021 |
| — |
| 2,130 |
| ||||
Collateral for securities lending program |
|
| 37,598 |
|
| 31,553 |
|
| — |
|
| 69,151 |
|
Fund shares redeemed |
|
| 758 |
|
| 5,616 |
|
| — |
|
| 6,374 |
|
Accrued liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment advisory fees |
|
| 183 |
|
| 243 |
|
| (180 | ) (b) |
| 246 |
|
Administration fees |
|
| 62 |
|
| 9 |
|
| — |
|
| 71 |
|
Shareholder servicing fees |
|
| 103 |
|
| 47 |
|
| — |
|
| 150 |
|
Distribution fees |
|
| 67 |
|
| 71 |
|
| — |
|
| 138 |
|
Custodian and accounting fees |
|
| 7 |
|
| 15 |
|
| — |
|
| 22 |
|
Trustees’ and Chief Compliance Officer’s fees |
|
| 28 |
|
| 2 |
|
| — |
|
| 30 |
|
Other |
|
| 200 |
|
| 139 |
|
| 180 | (b) |
| 519 |
|
|
|
|
|
|
| ||||||||
Total Liabilities |
|
| 40,115 |
|
| 38,716 |
|
| — |
|
| 78,831 |
|
|
|
|
|
|
| ||||||||
Net Assets |
| $ | 574,554 |
| $ | 513,795 |
| $ | — |
| $ | 1,088,349 |
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid in capital |
| $ | 825,967 |
| $ | 749,175 |
| $ | — |
| $ | 1,575,142 |
|
Accumulated undistributed (distributions in excess of) net investment income |
|
| (1,284 | ) |
| (1,716 | ) |
| — |
|
| (3,000 | ) |
Accumulated net realized gains (losses) |
|
| (106,020 | ) |
| (98,195 | ) |
| — |
|
| (204,215 | ) |
Net unrealized appreciation (depreciation) |
|
| (144,109 | ) |
| (135,469 | ) |
| — |
|
| (279,578 | ) |
|
|
|
|
|
| ||||||||
Total Net Assets |
| $ | 574,554 |
| $ | 513,795 |
| $ | — |
| $ | 1,088,349 |
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
| $ | 268,191 |
| $ | 223,543 |
| $ | — |
| $ | 491,734 | (c) |
Class B |
|
| 7,870 |
|
| 27,927 |
|
| — |
|
| 35,797 | (c) |
Class C |
|
| 12,376 |
|
| 12,794 |
|
| — |
|
| 25,170 | (c) |
Class R2 |
|
| 47 |
|
| — |
|
| — |
|
| 47 | (c) |
Select Class |
|
| 286,070 |
|
| 247,132 |
|
| — |
|
| 533,202 | (c) |
Ultra |
|
| — |
|
| 2,399 |
|
| — |
|
| 2,399 | (c) |
|
|
|
|
|
| ||||||||
Total Net Assets |
| $ | 574,554 |
| $ | 513,795 |
| $ | — |
| $ | 1,088,349 |
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding units of beneficial interest (shares) ($0.0001 par value; unlimited number of shares authorized): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
| 11,368 |
|
| 18,592 |
|
| 10,944 | (d) |
| 40,904 |
|
Class B |
|
| 377 |
|
| 2,921 |
|
| 446 | (d) |
| 3,744 |
|
Class C |
|
| 605 |
|
| 1,171 |
|
| 528 | (d) |
| 2,304 |
|
Class R2 |
|
| 2 |
|
| — |
|
| 2 | (d) |
| 4 |
|
Select Class |
|
| 11,252 |
|
| 19,329 |
|
| 11,115 | (d) |
| 41,696 |
|
Ultra |
|
| — |
|
| 186 |
|
| — |
|
| 186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A - Redemption price per share |
|
| 23.59 |
|
| 12.02 |
|
| — |
|
| 12.02 |
|
Class B - Offering price per share (e) |
|
| 20.87 |
|
| 9.56 |
|
| — |
|
| 9.56 |
|
Class C - Offering price per share (e) |
|
| 20.46 |
|
| 10.92 |
|
| — |
|
| 10.92 |
|
Class R2 - Offering and redemption price per share |
|
| 23.58 |
|
| — |
|
| — |
|
| 12.02 |
|
Select Class - Offering and redemption price per share |
|
| 25.42 |
|
| 12.79 |
|
| — |
|
| 12.79 |
|
Ultra - Offering and redemption price per share |
|
|
|
|
| 12.86 |
|
| — |
|
| 12.86 |
|
Class A maximum sales charge |
|
| 5.25 | % |
| 5.25 | % |
| — |
|
| 5.25 | % |
Class A maximum public offering price per share [net asset value per share/(100% - maximum sales charge)] |
|
| 24.90 |
|
| 12.69 |
|
| — |
|
| 12.69 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of investments in non-affiliates |
| $ | 715,503 |
| $ | 678,734 |
| $ | — |
| $ | 1,394,237 |
|
Cost of investments in affiliates |
|
| 40,229 |
|
| 8,165 |
|
| — |
|
| 48,394 |
|
Value of securities on loan |
|
| 37,438 |
|
| 31,596 |
|
| — |
|
| 69,034 |
|
|
|
(a) | Amount rounds to less than $1,000. |
|
|
(b) | Each Fund’s adviser or administrator will waive its fees and/or reimburse the Funds in an amount sufficient to offset the costs incurred by each Fund relating to the Reorganization, which include any costs associated with the solicitation of voting instructions. |
|
|
(c) | Reflects total combined net assets due to the merger. |
|
|
(d) | Reflects the adjustment to the number of shares outstanding due to the merger. |
|
|
(e) | Redemption price for Class B and Class C Shares varies based upon length of time the shares are held. |
See notes to pro forma financial statements
JPMorgan Capital Growth Fund/JPMorgan Diversified Mid Cap Growth Fund
Pro Forma Combined Statement of Operations
For the Twelve Month Period Ended December 31, 2008 (Unaudited)
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| JPMorgan Capital Growth |
| JPMorgan Diversified |
| Pro Forma |
| Pro Forma |
| ||||
|
|
|
|
|
| ||||||||
INVESTMENT INCOME: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend income from non-affiliates |
| $ | 3,874 |
| $ | 4,065 |
| $ | — |
| $ | 7,939 |
|
Dividend income from affiliates |
|
| 742 |
|
| 653 |
|
|
|
|
| 1,395 |
|
Income from securities lending (net) |
|
| 400 |
|
| 618 |
|
|
|
|
| 1,018 |
|
Foreign taxes withheld |
|
| 10 |
|
| 13 |
|
|
|
|
| 23 |
|
|
|
|
|
|
| ||||||||
Total investment income |
|
| 5,026 |
|
| 5,349 |
|
|
|
|
| 10,375 |
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment advisory fees |
|
| 3,387 |
|
| 5,866 |
|
| 2,098 | (b) |
| 11,351 |
|
Administration fees |
|
| 870 |
|
| 926 |
|
| (50 | ) (b) |
| 1,746 |
|
Distribution fees - Class A |
|
| 1,050 |
|
| 845 |
|
| (4 | ) (b) |
| 1,891 |
|
Distribution fees - Class B |
|
| 104 |
|
| 480 |
|
| (2 | ) (b) |
| 582 |
|
Distribution fees - Class C |
|
| 161 |
|
| 185 |
|
| (1 | ) (b) |
| 345 |
|
Distribution fees - Class R2 |
|
| — | (a) |
| — |
|
| — | (b) |
| — |
|
Shareholder servicing fees - Class A |
|
| 1,050 |
|
| 845 |
|
| (4 | ) (b) |
| 1,891 |
|
Shareholder servicing fees - Class B |
|
| 34 |
|
| 160 |
|
| — | (b) |
| 194 |
|
Shareholder servicing fees - Class C |
|
| 53 |
|
| 61 |
|
| 1 | (b) |
| 115 |
|
Shareholder servicing fees - Class R2 |
|
| — | (a) |
| — |
|
| — | (b) |
| — |
|
Shareholder servicing fees - Select Class |
|
| 978 |
|
| 1,183 |
|
| (3 | ) (b) |
| 2,158 |
|
Custodian and accounting fees |
|
| 72 |
|
| 70 |
|
| — |
|
| 142 |
|
Interest expense to affiliates |
|
| — |
|
| — | (a) |
| — |
|
| — |
|
Professional fees |
|
| 63 |
|
| 48 |
|
| (48 | ) (c) |
| 63 |
|
Trustees’ and Chief Compliance Officer’s fees |
|
| 10 |
|
| 9 |
|
| — |
|
| 19 |
|
Printing and mailing costs |
|
| 244 |
|
| 82 |
|
| (7 | ) (c) |
| 319 |
|
Registration and filing fees |
|
| 42 |
|
| 71 |
|
| (55 | ) (c) |
| 58 |
|
Transfer agent fees |
|
| 811 |
|
| 1,179 |
|
| — |
|
| 1,990 |
|
Other |
|
| 27 |
|
| 26 |
|
| — |
|
| 53 |
|
|
|
|
|
|
| ||||||||
Total expenses |
|
| 8,956 |
|
| 12,036 |
|
| 1,925 |
|
| 22,917 |
|
Less amounts waived |
|
| (12 | ) |
| (1,452 | ) |
| (2,920 | ) (b) |
| (4,384 | ) |
Less earnings credits |
|
| (9 | ) |
| (12 | ) |
| — |
|
| (21 | ) |
|
|
|
|
|
| ||||||||
Net expenses |
|
| 8,935 |
|
| 10,572 |
|
| (995 | ) |
| 18,512 |
|
|
|
|
|
|
| ||||||||
Net investment income (loss) |
|
| (3,909 | ) |
| (5,223 | ) |
| 995 |
|
| (8,137 | ) |
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REALIZED/UNREALIZED GAINS (LOSSES): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gain (loss) on transactions from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in non-affiliates |
|
| (114,082 | ) |
| (93,896 | ) |
|
|
|
| (207,978 | ) |
|
|
|
|
|
| ||||||||
Net realized gain (loss) |
|
| (114,082 | ) |
| (93,896 | ) |
| — |
|
| (207,978 | ) |
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in net unrealized appreciation (depreciation) of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in non-affiliates |
|
| (333,240 | ) |
| (375,359 | ) |
| — |
|
| (708,599 | ) |
|
|
|
|
|
| ||||||||
Change in net unrealized appreciation (depreciation) |
|
| (333,240 | ) |
| (375,359 | ) |
| — |
|
| (708,599 | ) |
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized/unrealized gains (losses) |
|
| (447,322 | ) |
| (469,255 | ) |
| — |
|
| (916,577 | ) |
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in net assets resulting from operations |
| $ | (451,231 | ) | $ | (474,478 | ) | $ | 995 |
| $ | (924,714 | ) |
|
|
|
|
|
|
|
|
(a) | Amount rounds to less than $1,000. |
|
|
(b) | Based on the contract in effect for the surviving fund. |
|
|
(c) | Decrease due to the elimination of duplicate expenses achieved by merging the funds. |
See notes to pro forma financial statements
JPMorgan Capital Growth Fund
JPMorgan Diversified Mid Cap Growth Fund
Notes to Pro Forma Financial Statements (unaudited)
December 31, 2008
1.
Basis of Combination
The accompanying unaudited Pro Forma Combined Portfolio of Investments, Pro Forma Combined Statement of Assets and Liabilities and Pro Forma Combined Statement of Operations (“Pro Forma statements”) for the twelve months ended December 31, 2008, reflect the accounts of JPMorgan Capital Growth Fund, a separate fund of JPMorgan Trust I (“Capital Growth Fund”), and JPMorgan Diversified Mid Cap Growth Fund, a separate fund of JPMorgan Trust II (“Diversified Mid Cap Growth Fund”), each a “Fund” and collectively the “Funds”. Following the combination, the Diversified Mid Cap Growth Fund will be the accounting survivor.
Under the terms of Agreement and Plan of Reorganization, the exchange of assets of Capital Growth Fund for shares of Diversified Mid Cap Growth Fund will be treated as a tax-free reorganization and accordingly, the tax-free reorganization will be accounted for in an as-if pooling of interests and accordingly, will be accounted for by the method of accounting for tax free mergers of investment companies. The combination would be accomplished by an acquisition of the net assets of Class A shares, Class B shares, Class C shares, Class R2 shares and Select Class shares of Capital Growth Fund in exchange for Class A shares, Class B shares, Class C shares, Class R2 shares and Select Class shares of Diversified Mid Cap Growth Fund, respectively, at net asset value. The Pro Forma statements have been prepared as though the combination had been effective on December 31, 2008. The unaudited Pro Forma Statement of Operations reflects the results of the Funds for the twelve months ended December 31, 2008, as if the reorganization occurred on January 1, 2008. These Pro Forma statements have been derived from the books and records of the Funds utilized in calculating daily net asset values at the dates indicated above in conformity with U.S. generally accepted accounting principles. The historical cost of investment securities will be carried forward to the surviving entity and the results of operations for pre-combination periods of Diversified Mid Cap Growth Fund will not be restated. The fiscal year end for both Funds is June 30.
The Pro Forma combined statements should be read in conjunction with the historical financial statements of each Fund, which have been incorporated by reference from their respective Statement of Additional Information.
2.
Summary of Significant Accounting Policies
The following is a summary of significant accounting policies which are consistently followed by Capital Growth Fund and Diversified Mid Cap Growth Fund in the preparation of their financial statements. Each of the Funds has substantially the same accounting policies, which are detailed in the historical financial statements referenced above in Note 1. The policies are in conformity with generally accepted accounting principles. Preparation of the financial statements includes the use of management estimates. Actual results could differ from those estimates.
A. Security Valuation - 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 Funds are valued. The value of securities listed on The NASDAQ Stock Market LLC shall generally be 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 readily available market quotations received from third party broker-dealers of comparable securities or independent or affiliated pricing services approved by the Board of Trustees. Such pricing services and broker-dealers will generally provide bid-side quotations. Generally, short-term investments (other than certain high yield securities) maturing in less than 61 days are valued at amortized cost, which approximates market value. Certain investments of the Funds 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 Funds to value securities may differ from the value that would be realized if these securities were sold and the differences could be significant. Futures and options shall generally be 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 services or values received are deemed not representative of market value, values will be obtained from a third party broker-dealer or counterparty. Investments in other open-end investment companies are valued at such investment company’s current day closing net asset value per share.
JPMorgan Capital Growth Fund
JPMorgan Diversified Mid Cap Growth Fund
Notes to Pro Forma Financial Statements (unaudited)
December 31, 2008
Securities or other assets for which market quotations are not readily available or for which market quotations do not represent the value 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. 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 have been material. Trading in securities on most foreign exchanges and over-the-counter markets is normally completed before the close of the domestic market and may also take place on days when the domestic market is closed. In accordance with procedures adopted by the Board of Trustees, the Funds apply fair value pricing on equity securities on a daily basis except for North American, Central American, South American and Caribbean equity securities held in their portfolios by utilizing the quotations of an independent pricing service, unless a Fund’s advisor determines that use of another valuation methodology is appropriate. The pricing service uses statistical analyses and quantitative models to adjust local market prices using factors such as subsequent
movement and changes in the prices of indices, securities and exchange rates in other markets, in determining fair value as of the time a Fund calculates its net asset value.
During the period, the Funds adopted the Statement of Financial Accounting Standards No. 157 — Fair Value Measurements — (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 requires disclosure surrounding the various inputs that are used in determining the fair value of the Funds’ investments. These inputs are summarized into the three broad levels listed below.
• Level 1 — quoted prices in active markets for identical securities
• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 — significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used as of December 31, 2008 in valuing the Fund’ assets and liabilities carried at fair value (amounts in thousands):
Capital Growth Fund
Valuation Inputs | Investment In Securities | Other Financial Instruments* |
Level 1 | $604,664 | $- |
Level 2 | 6,959 | - |
Level 3 | - | - |
Total | $611,623 | $- |
Diversified Mid Cap Growth Fund
Valuation Inputs | Investment In Securities | Other Financial Instruments* |
Level 1 | $527,207 | $- |
Level 2 | 24,223 | - |
Level 3 | - | - |
Total | $551,430 | $- |
JPMorgan Capital Growth Fund
JPMorgan Diversified Mid Cap Growth Fund
Notes to Pro Forma Financial Statements (unaudited)
December 31, 2008
Combined Portfolio
Valuation Inputs | Investment In Securities | Other Financial Instruments* |
Level 1 | $1,131,871 | $- |
Level 2 | 31,182 | - |
Level 3 | - | - |
Total | $1,163,053 | $- |
* Other financial instruments include futures, forwards and swap contracts.
B. Shares of Beneficial Interest — The Pro Forma net asset value per share assumes the issuance of 22,312 Class A shares, 823 Class B shares, 1,133 Class C shares, 4 Class R2 shares and 22,367 Select Class shares of Diversified Mid Cap Growth Fund in exchange for 11,368 Class A shares, 377 Class B shares, 605 Class C shares, 2 Class R2 shares and 11,252 Select Class shares of Capital Growth Fund, respectively (shares in thousands).
C. Federal Income Taxes — Each Fund has elected to be taxed as a “regulated investment company” under the Internal Revenue Code. After the acquisition, Diversified Mid Cap Growth Fund intends to continue to qualify as a regulated investment company, if such qualification is in the best interest of its shareholders, by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of taxable income sufficient to relieve it from all, or substantially all, Federal income taxes.
|
Undiscovered Managers Small Cap Growth Fund/JPMorgan Dynamic Small Cap Growth Fund |
|
Combined Schedule of Portfolio Investments |
As of December 31, 2008 (Unaudited) |
(Amounts in U.S. Dollars, unless otherwise noted) |
(Amounts in thousands, except number of contracts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
| ||||||||||||||
Acquired Fund |
|
|
|
| Acquiring Fund |
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
| ||||||||||||||
Undiscovered |
|
|
|
| JPMorgan |
|
|
|
|
|
| Combined |
| Combined |
| |||||||
| ||||||||||||||||||||||
Shares |
| Value($) |
| Shares |
| Value($) |
| Security Description |
| Shares |
| Value($) |
| |||||||||
| ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| Long-Term Investments — 98.1% |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Common Stocks — 98.1% |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Aerospace & Defense — 2.0% |
|
|
|
|
|
|
| |||
| 10 |
|
| 401 |
|
| 66 |
|
| 2,543 |
| HEICO Corp. |
|
| 76 |
|
| 2,944 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Air Freight & Logistics — 0.6% |
|
|
|
|
|
|
| |||
| 5 |
|
| 121 |
|
| 31 |
|
| 821 |
| HUB Group, Inc., Class A (a) |
|
| 36 |
|
| 942 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Biotechnology — 4.8% |
|
|
|
|
|
|
| |||
| 4 |
|
| 138 |
|
| 32 |
|
| 1,144 |
| Alexion Pharmaceuticals, Inc. (a) |
|
| 36 |
|
| 1,282 |
| |||
| 14 |
|
| 243 |
|
| 116 |
|
| 2,066 |
| BioMarin Pharmaceutical, Inc. (a) |
|
| 130 |
|
| 2,309 |
| |||
| 5 |
|
| 349 |
|
| 45 |
|
| 2,955 |
| Myriad Genetics, Inc. (a) |
|
| 50 |
|
| 3,304 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
| 730 |
|
|
|
|
| 6,165 |
|
|
|
|
|
|
| 6,895 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Building Products — 0.5% |
|
|
|
|
|
|
| |||
| 3 |
|
| 75 |
|
| 23 |
|
| 647 |
| Simpson Manufacturing Co., Inc. |
|
| 26 |
|
| 722 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Capital Markets — 4.5% |
|
|
|
|
|
|
| |||
| 1 |
|
| 32 |
|
| 11 |
|
| 469 |
| Affiliated Managers Group, Inc. (a) |
|
| 12 |
|
| 501 |
| |||
| 12 |
|
| 91 |
|
| 112 |
|
| 830 | �� | Calamos Asset Management, Inc., Class A |
|
| 124 |
|
| 921 |
| |||
|
|
|
|
|
|
| 50 |
|
| 1,130 |
| Investment Technology Group, Inc. (a) |
|
| 50 |
|
| 1,130 |
| |||
| 5 |
|
| 141 |
|
| 51 |
|
| 1,520 |
| Lazard Ltd., (Bermuda), Class A |
|
| 56 |
|
| 1,661 |
| |||
| 42 |
|
| 239 |
|
| 361 |
|
| 2,026 |
| thinkorswim Group, Inc. (a) |
|
| 403 |
|
| 2,265 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
| 503 |
|
|
|
|
| 5,975 |
|
|
|
|
|
|
| 6,478 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Commercial Services & Supplies — 4.7% |
|
|
|
|
|
|
| |||
| 9 |
|
| 144 |
|
| 79 |
|
| 1,291 |
| Corrections Corp of America (a) |
|
| 88 |
|
| 1,435 |
| |||
| 3 |
|
| 153 |
|
| 39 |
|
| 2,026 |
| Stericycle, Inc. (a) |
|
| 42 |
|
| 2,179 |
| |||
| 11 |
|
| 362 |
|
| 87 |
|
| 2,742 |
| Waste Connections, Inc. (a) |
|
| 98 |
|
| 3,104 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
| 659 |
|
|
|
|
| 6,059 |
|
|
|
|
|
|
| 6,718 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Communications Equipment — 6.9% |
|
|
|
|
|
|
| |||
| 7 |
|
| 149 |
|
| 56 |
|
| 1,282 |
| F5 Networks, Inc. (a) (c) |
|
| 63 |
|
| 1,431 |
| |||
| 26 |
|
| 427 |
|
| 192 |
|
| 3,119 |
| Neutral Tandem, Inc. (a) |
|
| 218 |
|
| 3,546 |
| |||
| 21 |
|
| 512 |
|
| 185 |
|
| 4,451 |
| Viasat, Inc. (a) |
|
| 206 |
|
| 4,963 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
| 1,088 |
|
|
|
|
| 8,852 |
|
|
|
|
|
|
| 9,940 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Computers & Peripherals — 1.0% |
|
|
|
|
|
|
| |||
| 10 |
|
| 160 |
|
| 81 |
|
| 1,339 |
| Synaptics, Inc. (a) (c) |
|
| 91 |
|
| 1,499 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Construction & Engineering — 0.6% |
|
|
|
|
|
|
| |||
| 4 |
|
| 84 |
|
| 35 |
|
| 720 |
| Shaw Group, Inc. (The) (a) |
|
| 39 |
|
| 804 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Distributors — 2.2% |
|
|
|
|
|
|
| |||
| 27 |
|
| 318 |
|
| 239 |
|
| 2,788 |
| LKQ Corp. (a) |
|
| 266 |
|
| 3,106 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Diversified Financial Services — 1.2% |
|
|
|
|
|
|
| |||
| 13 |
|
| 236 |
|
| 80 |
|
| 1,428 |
| MSCI, Inc., Class A (a) |
|
| 93 |
|
| 1,664 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Electrical Equipment — 2.8% |
|
|
|
|
|
|
| |||
| 2 |
|
| 50 |
|
| 17 |
|
| 431 |
| Energy Conversion Devices, Inc. (a) (c) |
|
| 19 |
|
| 481 |
| |||
| 14 |
|
| 149 |
|
| 120 |
|
| 1,319 |
| EnerSys (a) |
|
| 134 |
|
| 1,468 |
| |||
| 2 |
|
| 69 |
|
| 21 |
|
| 608 |
| Powell Industries, Inc. (a) |
|
| 23 |
|
| 677 |
| |||
|
|
|
|
|
|
| 32 |
|
| 1,406 |
| Roper Industries, Inc. |
|
| 32 |
|
| 1,406 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
| 268 |
|
|
|
|
| 3,764 |
|
|
|
|
|
|
| 4,032 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Electronic Equipment, Instruments & |
|
|
|
|
|
|
| |||
| 5 |
|
| 142 |
|
| 52 |
|
| 1,608 |
| FLIR Systems, Inc. (a) (c) |
|
| 57 |
|
| 1,750 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Energy Equipment & Services — 1.3% |
|
|
|
|
|
|
| |||
| 4 |
|
| 105 |
|
| 59 |
|
| 1,712 |
| Oceaneering International, Inc. (a) |
|
| 63 |
|
| 1,817 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Food & Staples Retailing — 0.8% |
|
|
|
|
|
|
| |||
| 9 |
|
| 117 |
|
| 77 |
|
| 1,019 |
| Susser Holdings Corp. (a) |
|
| 86 |
|
| 1,136 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Health Care Equipment & Supplies — 7.6% |
|
|
|
|
|
|
| |||
| 12 |
|
| 157 |
|
| 136 |
|
| 1,779 |
| Hologic, Inc. (a) |
|
| 148 |
|
| 1,936 |
| |||
| 5 |
|
| 164 |
|
| 42 |
|
| 1,512 |
| IDEXX Laboratories, Inc. (a) (c) |
|
| 47 |
|
| 1,676 |
| |||
| 11 |
|
| 334 |
|
| 99 |
|
| 2,938 |
| Masimo Corp. (a) |
|
| 110 |
|
| 3,272 |
| |||
| 20 |
|
| 497 |
|
| 141 |
|
| 3,596 |
| Meridian Bioscience, Inc. |
|
| 161 |
|
| 4,093 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
| 1,152 |
|
|
|
|
| 9,825 |
|
|
|
|
|
|
| 10,977 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to pro forma financial statements
|
Undiscovered Managers Small Cap Growth Fund/JPMorgan Dynamic Small Cap Growth Fund |
|
Combined Schedule of Portfolio Investments |
As of December 31, 2008 (Unaudited) (continued) |
(Amounts in U.S. Dollars, unless otherwise noted) |
(Amounts in thousands, except number of contracts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
| ||||||||||||||
Acquired Fund |
|
|
|
| Acquiring Fund |
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
| ||||||||||||||
Undiscovered |
|
|
|
| JPMorgan |
|
|
|
|
|
| Combined |
| Combined |
| |||||||
| ||||||||||||||||||||||
Shares |
| Value($) |
| Shares |
| Value($) |
| Security Description |
| Shares |
| Value($) |
| |||||||||
| ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| Health Care Providers & Services — 6.5% |
|
|
|
|
|
|
| |||
| 3 |
|
| 155 |
|
| 41 |
|
| 2,027 |
| DaVita, Inc. (a) |
|
| 44 |
|
| 2,182 |
| |||
| 6 |
|
| 209 |
|
| 53 |
|
| 1,798 |
| Genoptix, Inc. (a) |
|
| 59 |
|
| 2,007 |
| |||
| 14 |
|
| 388 |
|
| 115 |
|
| 3,214 |
| Psychiatric Solutions, Inc. (a) (c) |
|
| 129 |
|
| 3,602 |
| |||
| 7 |
|
| 147 |
|
| 68 |
|
| 1,350 |
| VCA Antech, Inc. (a) |
|
| 75 |
|
| 1,497 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
| 899 |
|
|
|
|
| 8,389 |
|
|
|
|
|
|
| 9,288 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Health Care Technology — 4.0% |
|
|
|
|
|
|
| |||
| 5 |
|
| 200 |
|
| 47 |
|
| 1,792 |
| Cerner Corp. (a) (c) |
|
| 52 |
|
| 1,992 |
| |||
| 31 |
|
| 375 |
|
| 271 |
|
| 3,309 |
| Omnicell, Inc. (a) |
|
| 302 |
|
| 3,684 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
| 575 |
|
|
|
|
| 5,101 |
|
|
|
|
|
|
| 5,676 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Hotels Restaurants & Leisure — 3.3% |
|
|
|
|
|
|
| |||
| 12 |
|
| 282 |
|
| 115 |
|
| 2,755 |
| Bally Technologies, Inc. (a) |
|
| 127 |
|
| 3,037 |
| |||
| 8 |
|
| 172 |
|
| 68 |
|
| 1,507 |
| Jack in the Box, Inc. (a) |
|
| 76 |
|
| 1,679 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
| 454 |
|
|
|
|
| 4,262 |
|
|
|
|
|
|
| 4,716 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Insurance — 2.5% |
|
|
|
|
|
|
| |||
| 8 |
|
| 201 |
|
| 58 |
|
| 1,545 |
| HCC Insurance Holdings Inc. |
|
| 66 |
|
| 1,746 |
| |||
| 4 |
|
| 195 |
|
| 33 |
|
| 1,715 |
| ProAssurance, Corp. (a) |
|
| 36 |
|
| 1,910 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
| 396 |
|
|
|
|
| 3,260 |
|
|
|
|
|
|
| 3,656 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Internet Software & Services — 4.0% |
|
|
|
|
|
|
| |||
| 147 |
|
| 283 |
|
| 861 |
|
| 1,662 |
| Art Technology Group, Inc. (a) |
|
| 1,008 |
|
| 1,945 |
| |||
| 11 |
|
| 403 |
|
| 52 |
|
| 1,987 |
| Bankrate, Inc. (a) (c) |
|
| 63 |
|
| 2,390 |
| |||
| 12 |
|
| 147 |
|
| 103 |
|
| 1,225 |
| DealerTrack Holdings, Inc. (a) |
|
| 115 |
|
| 1,372 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
| 833 |
|
|
|
|
| 4,874 |
|
|
|
|
|
|
| 5,707 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| IT Services — 2.1% |
|
|
|
|
|
|
| |||
| 13 |
|
| 305 |
|
| 116 |
|
| 2,670 |
| Syntel, Inc. (c) |
|
| 129 |
|
| 2,975 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Life Sciences Tools & Services — 3.4% |
|
|
|
|
|
|
| |||
| 10 |
|
| 41 |
|
| 68 |
|
| 274 |
| Bruker Corp. (a) |
|
| 78 |
|
| 315 |
| |||
| 2 |
|
| 100 |
|
| 23 |
|
| 1,059 |
| Covance, Inc. (a) (c) |
|
| 25 |
|
| 1,159 |
| |||
| 10 |
|
| 194 |
|
| 86 |
|
| 1,695 |
| Icon plc, (Ireland), ADR (a) |
|
| 96 |
|
| 1,889 |
| |||
| 4 |
|
| 114 |
|
| 52 |
|
| 1,352 |
| Illumina, Inc. (a) (c) |
|
| 56 |
|
| 1,466 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
| 449 |
|
|
|
|
| 4,380 |
|
|
|
|
|
|
| 4,829 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Machinery — 2.8% |
|
|
|
|
|
|
| |||
| 3 |
|
| 53 |
|
| 30 |
|
| 554 |
| Bucyrus International, Inc. |
|
| 33 |
|
| 607 |
| |||
| 5 |
|
| 110 |
|
| 43 |
|
| 1,009 |
| Graco, Inc. |
|
| 48 |
|
| 1,119 |
| |||
| 6 |
|
| 252 |
|
| 53 |
|
| 2,091 |
| Wabtec Corp. (c) |
|
| 59 |
|
| 2,343 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
| 415 |
|
|
|
|
| 3,654 |
|
|
|
|
|
|
| 4,069 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Media — 1.4% |
|
|
|
|
|
|
| |||
| 5 |
|
| 191 |
|
| 50 |
|
| 1,771 |
| Morningstar, Inc. (a) (c) |
|
| 55 |
|
| 1,962 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Oil, Gas & Consumable Fuels — 3.7% |
|
|
|
|
|
|
| |||
| 4 |
|
| 113 |
|
| 40 |
|
| 1,030 |
| Cabot Oil & Gas Corp. |
|
| 44 |
|
| 1,143 |
| |||
| 8 |
|
| 179 |
|
| 65 |
|
| 1,492 |
| Concho Resources, Inc. (a) |
|
| 73 |
|
| 1,671 |
| |||
| 3 |
|
| 52 |
|
| 71 |
|
| 1,176 |
| Forest Oil Corp. (a) |
|
| 74 |
|
| 1,228 |
| |||
| 5 |
|
| 127 |
|
| 42 |
|
| 1,101 |
| Penn Virginia Corp. |
|
| 47 |
|
| 1,228 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
| 471 |
|
|
|
|
| 4,799 |
|
|
|
|
|
|
| 5,270 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Pharmaceuticals — 1.3% |
|
|
|
|
|
|
| |||
| 35 |
|
| 200 |
|
| 291 |
|
| 1,674 |
| Sucampo Pharmaceuticals, Inc., Class A (a) |
|
| 326 |
|
| 1,874 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Professional Services — 2.0% |
|
|
|
|
|
|
| |||
| 4 |
|
| 197 |
|
| 38 |
|
| 1,696 |
| FTI Consulting, Inc. (a) |
|
| 42 |
|
| 1,893 |
| |||
| 2 |
|
| 100 |
|
| 19 |
|
| 899 |
| Watson Wyatt Worldwide, Inc., Class A (m) |
|
| 21 |
|
| 999 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
| 297 |
|
|
|
|
| 2,595 |
|
|
|
|
|
|
| 2,892 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Road & Rail — 3.9% |
|
|
|
|
|
|
| |||
| 5 |
|
| 120 |
|
| 61 |
|
| 1,597 |
| J.B. Hunt Transport Services, Inc. |
|
| 66 |
|
| 1,717 |
| |||
| 6 |
|
| 233 |
|
| 52 |
|
| 2,000 |
| Landstar System, Inc. |
|
| 58 |
|
| 2,233 |
| |||
| 6 |
|
| 173 |
|
| 52 |
|
| 1,472 |
| Old Dominion Freight Line, Inc. (a) |
|
| 58 |
|
| 1,645 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
| 526 |
|
|
|
|
| 5,069 |
|
|
|
|
|
|
| 5,595 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Semiconductors & Semiconductor |
|
|
|
|
|
|
| |||
| 9 |
|
| 268 |
|
| 79 |
|
| 2,327 |
| Hittite Microwave Corp. (a) |
|
| 88 |
|
| 2,595 |
| |||
| 20 |
|
| 247 |
|
| 173 |
|
| 2,188 |
| Microsemi Corp. (a) (c) |
|
| 193 |
|
| 2,435 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
| 515 |
|
|
|
|
| 4,515 |
|
|
|
|
|
|
| 5,030 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Software — 3.9% |
|
|
|
|
|
|
| |||
| 11 |
|
| 94 |
|
| 81 |
|
| 682 |
| NetSuite, Inc. (a) (c) |
|
| 92 |
|
| 776 |
| |||
| 31 |
|
| 323 |
|
| 271 |
|
| 2,806 |
| Nuance Communications, Inc. (a) |
|
| 302 |
|
| 3,129 |
| |||
| 25 |
|
| 195 |
|
| 191 |
|
| 1,497 |
| Taleo Corp., Class A (a) |
|
| 216 |
|
| 1,692 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
| 612 |
|
|
|
|
| 4,985 |
|
|
|
|
|
|
| 5,597 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Specialty Retail — 1.2% |
|
|
|
|
|
|
| |||
| 14 |
|
| 173 |
|
| 121 |
|
| 1,501 |
| DSW, Inc., Class A (a) |
|
| 135 |
|
| 1,674 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to pro forma financial statements
|
Undiscovered Managers Small Cap Growth Fund/JPMorgan Dynamic Small Cap Growth Fund |
|
Combined Schedule of Portfolio Investments |
As of December 31, 2008 (Unaudited) (continued) |
(Amounts in U.S. Dollars, unless otherwise noted) |
(Amounts in thousands, except number of contracts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
| ||||||||||||||
Acquired Fund |
|
|
|
| Acquiring Fund |
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
| ||||||||||||||
Undiscovered |
|
|
|
| JPMorgan |
|
|
|
|
|
| Combined |
| Combined |
| |||||||
| ||||||||||||||||||||||
Shares |
| Value($) |
| Shares |
| Value($) |
| Security Description |
| Shares |
| Value($) |
| |||||||||
| ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Textiles, Apparel & Luxury Goods — 4.4% |
|
|
|
|
|
|
| |||
| 4 |
|
| 355 |
|
| 31 |
|
| 2,488 |
| Deckers Outdoor Corp. (a) (c) |
|
| 35 |
|
| 2,843 |
| |||
| 41 |
|
| 403 |
|
| 309 |
|
| 3,022 |
| Iconix Brand Group, Inc. (a) (c) |
|
| 350 |
|
| 3,425 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
| 758 |
|
|
|
|
| 5,510 |
|
|
|
|
|
|
| 6,268 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Trading Companies & Distributors — 1.5% |
|
|
|
|
|
|
| |||
| 13 |
|
| 184 |
|
| 144 |
|
| 2,003 |
| Beacon Roofing Supply, Inc. (a) |
|
| 157 |
|
| 2,187 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
| 14,412 |
|
|
|
|
| 126,277 |
| Total Long-Term Investments |
|
|
|
|
| 140,689 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Short-Term Investment — 2.7% |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Investment Company — 2.7% |
|
|
|
|
|
|
| |||
| 900 |
|
|
|
|
| 3,008 |
|
|
|
| JPMorgan Prime Money Market Fund, Institutional Class Shares (b) (m) |
|
| 3,908 |
|
|
|
| |||
|
|
|
| 900 |
|
|
|
|
| 3,008 |
| (Cost $900, $3,008 and $3,908, respectively) |
|
|
|
|
| 3,908 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Investments of Cash Collateral for Securities on Loan — 14.1% |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Investment Company — 14.1% |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
| 20,308 |
|
|
|
| JPMorgan Prime Money Market Fund, Capital |
|
| 20,308 |
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| 20,308 |
| (Cost $0, $20,308 and $20,308 respectively) |
|
|
|
|
| 20,308 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
| Total Investments — 114.9% |
|
|
|
|
|
|
| |||
|
|
|
| 15,312 |
|
|
|
|
| 149,593 |
| (Cost $20,403, $194,566 and $214,969, respectively) |
|
|
|
|
| 164,905 |
| |||
|
|
|
| (462 | ) |
|
|
|
| (20,953 | ) | Liabilities in Excess of Other Assets — (14.9)% |
|
|
|
|
| (21,415 | ) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
| 14,850 |
|
|
|
|
| 128,640 |
| NET ASSETS — 100.0% |
|
|
|
|
| 143,490 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to Schedule of Portfolio Investments: | |
|
|
(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. |
|
|
(c) | Security, or a portion of the security, has been delivered to a counterparty as part of a security lending transaction. |
|
|
(m) | All or a portion of this security is reserved for current or potential holdings of futures, swaps, options, TBAs, when-issued securities, delayed delivery securities, reverse repurchase agreements, and forward foreign currency contracts. |
|
|
ADR | American Depositary Receipt |
See notes to pro forma financial statements
|
Undiscovered Managers Small Cap Growth Fund/JPMorgan Dynamic Small Cap Growth Fund |
|
Pro Forma Combined Statement of Assets and Liabilities |
As of December 31, 2008 (Unaudited) |
(Amounts in thousands, except per share amount) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Acquired |
|
| Acquiring |
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||||
|
| Undiscovered |
|
| JPMorgan Dynamic |
| Pro Forma |
|
| Pro Forma |
|
| ||||
|
|
|
|
|
|
|
|
| ||||||||
ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in non-affiliates, at value |
| $ | 14,412 |
|
| $ | 126,277 |
| $ | — |
|
| $ | 140,689 |
|
|
Investments in affiliates, at value |
|
| 900 |
|
|
| 23,316 |
|
| — |
|
|
| 24,216 |
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total investment securities, at value |
|
| 15,312 |
|
|
| 149,593 |
|
| — |
|
|
| 164,905 |
|
|
Cash |
|
| 188 |
|
|
| — |
|
| — |
|
|
| 188 |
|
|
Receivables: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities sold |
|
| 32 |
|
|
| 222 |
|
| — |
|
|
| 254 |
|
|
Fund shares sold |
|
| — |
|
|
| 514 |
|
| — |
|
|
| 514 |
|
|
Interest and dividends |
|
| 10 |
|
|
| 20 |
|
| — |
|
|
| 30 |
|
|
Expense reimbursements from Advisor |
|
| — |
|
|
| — |
|
| 20 |
| (a) |
| 20 |
|
|
Expense reimbursements from Administrator |
|
| 2 |
|
|
| — |
|
| — |
|
|
| 2 |
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total Assets |
|
| 15,544 |
|
|
| 150,349 |
|
| 20 |
|
|
| 165,913 |
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payables: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities purchased |
| $ | 644 |
|
| $ | 699 |
| $ | — |
|
| $ | 1,343 |
|
|
Collateral for securities lending program |
|
| — |
|
|
| 20,308 |
|
| — |
|
|
| 20,308 |
|
|
Fund shares redeemed |
|
| — |
|
|
| 374 |
|
| — |
|
|
| 374 |
|
|
Accrued liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment advisory fees |
|
| — |
|
|
| 8 |
|
| (8 | ) | (a) |
| — |
|
|
Administration fees |
|
| 1 |
|
|
| 7 |
|
| — |
|
|
| 8 |
|
|
Shareholder servicing fees |
|
| — |
| (b) |
| 17 |
|
| — |
|
|
| 17 |
|
|
Distribution fees |
|
| — |
| (b) |
| 42 |
|
| — |
|
|
| 42 |
|
|
Custodian and accounting fees |
|
| — |
|
|
| 8 |
|
| — |
|
|
| 8 |
|
|
Trustees’ and Chief Compliance Officer’s fees |
|
| — |
| (b) |
| 7 |
|
| — |
|
|
| 7 |
|
|
Other |
|
| 49 |
|
|
| 239 |
|
| 28 |
| (a) |
| 316 |
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total Liabilities |
|
| 694 |
|
|
| 21,709 |
|
| 20 |
|
|
| 22,423 |
|
|
|
|
|
|
|
|
|
|
| ||||||||
Net Assets |
| $ | 14,850 |
|
| $ | 128,640 |
| $ | — |
|
| $ | 143,490 |
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid in capital |
| $ | 58,106 |
|
| $ | 198,754 |
| $ | — |
|
| $ | 256,860 |
|
|
Accumulated undistributed (distributions in excess of) net investment income |
|
| (1,234 | ) |
|
| (892 | ) |
| — |
|
|
| (2,126 | ) |
|
Accumulated net realized gains (losses) |
|
| (36,931 | ) |
|
| (24,249 | ) |
| — |
|
|
| (61,180 | ) |
|
Net unrealized appreciation (depreciation) |
|
| (5,091 | ) |
|
| (44,973 | ) |
| — |
|
|
| (50,064 | ) |
|
|
|
|
|
|
|
|
|
| ||||||||
Total Net Assets |
| $ | 14,850 |
|
| $ | 128,640 |
| $ | — |
|
| $ | 143,490 |
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
| $ | 101 |
|
| $ | 50,417 |
| $ | — |
|
| $ | 50,518 |
| (c) |
Class B |
|
| — |
|
|
| 16,260 |
|
| — |
|
|
| 16,260 |
| (c) |
Class C |
|
| — |
|
|
| 38,059 |
|
| — |
|
|
| 38,059 |
| (c) |
Select Class |
|
| — |
|
|
| 23,904 |
|
| 14,749 |
|
|
| 38,653 |
| (c) |
Institutional Class |
|
| 14,749 |
|
|
| — |
|
| (14,749 | ) |
|
| — |
| (c) |
|
|
|
|
|
|
|
|
| ||||||||
Total Net Assets |
| $ | 14,850 |
|
| $ | 128,640 |
| $ | — |
|
| $ | 143,490 |
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding units of beneficial interest (shares) ($0.0001 par value; unlimited number of shares authorized): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
| 24 |
|
|
| 4,602 |
|
| (15 | ) | (d) |
| 4,611 |
|
|
Class B |
|
| — |
|
|
| 1,640 |
|
| — |
|
|
| 1,640 |
|
|
Class C |
|
| — |
|
|
| 3,846 |
|
| — |
|
|
| 3,846 |
|
|
Select Class |
|
| — |
|
|
| 2,080 |
|
| 1,284 |
| (d) |
| 3,364 |
|
|
Institutional Class |
|
| 3,414 |
|
|
| — |
|
| (3,414 | ) | (d) |
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A - Redemption price per share |
|
| 4.23 |
|
|
| 10.96 |
|
| — |
|
|
| 10.96 |
|
|
Class B - Offering price per share (e) |
|
|
|
|
|
| 9.91 |
|
| — |
|
|
| 9.91 |
|
|
Class C - Offering price per share (e) |
|
|
|
|
|
| 9.90 |
|
| — |
|
|
| 9.90 |
|
|
Select Class - Offering and redemption price per share |
|
|
|
|
|
| 11.49 |
|
| — |
|
|
| 11.49 |
|
|
Institutional Class - Offering and redemption price per share |
|
| 4.32 |
|
|
|
|
|
| — |
|
|
| — |
|
|
Class A maximum sales charge |
|
| 5.25 | % |
|
| 5.25 | % |
| — |
|
|
| 5.25 | % |
|
Class A maximum public offering price per share [net asset value per share/(100% - maximum sales charge)] |
|
| 4.46 |
|
|
| 11.57 |
|
|
|
|
|
| 11.57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of investments in non-affiliates |
| $ | 19,503 |
|
| $ | 171,250 |
|
|
|
|
| $ | 190,753 |
|
|
Cost of investments in affiliates |
|
| 900 |
|
|
| 23,316 |
|
|
|
|
|
| 24,216 |
|
|
Value of securities on loan |
|
| — |
|
|
| 20,917 |
|
|
|
|
|
| 20,917 |
|
|
|
|
(a) | Each Fund’s adviser or administrator will waive their fees and/or reimburse the Funds in an amount sufficient to offset the costs incurred by each Fund relating to the Reorganization, which include any costs associated with the solicitation of voting instructions. |
| |
(b) | Amount rounds to less than $1,000. |
| |
(c) | Reflects total combined net assets due to the merger. |
| |
(d) | Reflects the adjustment to the number of shares outstanding due to the merger. |
| |
(e) | Redemption price for Class B and Class C Shares varies based upon length of time the shares are held. |
See notes to pro forma financial statements
Undiscovered Managers Small Cap Growth Fund/JPMorgan Dynamic Small Cap Growth Fund
Pro Forma Combined Statement of Operations
For the Twelve Month Period Ended December 31, 2008 (Unaudited)
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Undiscovered |
| JPMorgan |
| Pro Forma |
| Pro Forma |
| ||||
|
|
|
|
|
| ||||||||
INVESTMENT INCOME: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend income from non-affiliates |
| $ | 224 |
| $ | 530 |
| $ | — |
| $ | 754 |
|
Dividend income from affiliates |
|
| 48 |
|
| 133 |
|
|
|
|
| 181 |
|
Income from securities lending (net) |
|
| — |
|
| 374 |
|
|
|
|
| 374 |
|
|
|
|
|
|
| ||||||||
Total investment income |
|
| 272 |
|
| 1,037 |
|
|
|
|
| 1,309 |
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment advisory fees |
|
| 674 |
|
| 1,195 |
|
| (201 | ) (a) |
| 1,668 |
|
Administration fees |
|
| 75 |
|
| 189 |
|
| (7 | ) (a) |
| 257 |
|
Distribution fees - Class A |
|
| 1 |
|
| 185 |
|
| — | (a) |
| 186 |
|
Distribution fees - Class B |
|
| — |
|
| 188 |
|
| — | (a) |
| 188 |
|
Distribution fees - Class C |
|
| — |
|
| 407 |
|
| (1 | ) (a) |
| 406 |
|
Shareholder servicing fees - Class A |
|
| 1 |
|
| 185 |
|
| — | (a) |
| 186 |
|
Shareholder servicing fees - Class B |
|
| — |
|
| 63 |
|
| — | (a) |
| 63 |
|
Shareholder servicing fees - Class C |
|
| — |
|
| 136 |
|
| (1 | ) (a) |
| 135 |
|
Shareholder servicing fees - Select Class |
|
| — |
|
| 75 |
|
| — | (a) |
| 75 |
|
Shareholder servicing fees - Institutional Class |
|
| 74 |
|
| — |
|
| (1 | ) (a) |
| 73 |
|
Custodian and accounting fees |
|
| 29 |
|
| 30 |
|
| (20 | ) (b) |
| 39 |
|
Interest expense to affiliates |
|
| 5 |
|
| — |
|
| — |
|
| 5 |
|
Professional fees |
|
| 44 |
|
| 53 |
|
| (44 | ) (b) |
| 53 |
|
Trustees’ and Chief Compliance Officer’s fees |
|
| 1 |
|
| 2 |
|
| — |
|
| 3 |
|
Printing and mailing costs |
|
| 18 |
|
| 54 |
|
| (8 | ) (b) |
| 64 |
|
Registration and filing fees |
|
| 34 |
|
| 103 |
|
| (55 | ) (b) |
| 82 |
|
Transfer agent fees |
|
| 80 |
|
| 1,150 |
|
| — |
|
| 1,230 |
|
Other |
|
| 14 |
|
| 7 |
|
| — |
|
| 21 |
|
|
|
|
|
|
| ||||||||
Total expenses |
|
| 1,050 |
|
| 4,022 |
|
| (338 | ) |
| 4,734 |
|
|
|
|
|
|
| ||||||||
Less amounts waived |
|
| (174 | ) |
| (905 | ) |
| 45 |
|
| (1,034 | ) |
Less expense reimbursements |
|
| (3 | ) |
| — |
|
| — |
|
| (3 | ) |
Less earnings credits |
|
| — |
|
| (4 | ) |
| — |
|
| (4 | ) |
|
|
|
|
|
| ||||||||
Net expenses |
|
| 873 |
|
| 3,113 |
|
| (293 | ) |
| 3,693 |
|
|
|
|
|
|
| ||||||||
Net investment income (loss) |
|
| (601 | ) |
| (2,076 | ) |
| 293 |
|
| (2,384 | ) |
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REALIZED/UNREALIZED GAINS (LOSSES): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gain (loss) on transactions from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in non-affiliates |
|
| (21,539 | ) |
| (21,623 | ) |
|
|
|
| (43,162 | ) |
|
|
|
|
|
| ||||||||
Net realized gain (loss) |
|
| (21,539 | ) |
| (21,623 | ) |
| — |
|
| (43,162 | ) |
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in net unrealized appreciation (depreciation) of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in non-affiliates |
|
| (25,340 | ) |
| (80,353 | ) |
| — |
|
| (105,693 | ) |
|
|
|
|
|
| ||||||||
Change in net unrealized appreciation (depreciation) |
|
| (25,340 | ) |
| (80,353 | ) |
| — |
|
| (105,693 | ) |
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized/unrealized gains (losses) |
|
| (46,879 | ) |
| (101,976 | ) |
| — |
|
| (148,855 | ) |
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in net assets resulting from operations |
| $ | (47,480 | ) | $ | (104,052 | ) | $ | 293 |
| $ | (151,239 | ) |
|
|
|
|
|
|
|
|
(a) | Based on the contract in effect for the surviving fund. |
|
|
(b) | Decrease due to the elimination of duplicate expenses achieved by merging the funds. |
See notes to pro forma financial statements
Undiscovered Managers Small Cap Growth Fund
JPMorgan Dynamic Small Cap Growth Fund
Notes to Pro Forma Financial Statements (unaudited)
December 31, 2008
1.
Basis of Combination
The accompanying unaudited Pro Forma Combined Portfolio of Investments, Pro Forma Combined Statement of Assets and Liabilities and Pro Forma Combined Statement of Operations (“Pro Forma statements”) for the twelve months ended December 31, 2008, reflect the accounts of Undiscovered Managers Small Cap Growth Fund, a separate fund of Undiscovered Managers Funds (“UM Small Cap Growth Fund”), and JPMorgan Dynamic Small Cap Growth Fund, a separate fund of JPMorgan Trust I (“Dynamic Small Cap Growth Fund”), each a “Fund” and collectively the “Funds”. Following the combination, the Dynamic Small Cap Growth Fund will be the accounting survivor.
Under the terms of Agreement and Plan of Reorganization, the exchange of assets of UM Small Cap Growth Fund for shares of Dynamic Small Cap Growth Fund will be treated as a tax-free reorganization and accordingly, the tax-free reorganization will be accounted for in an as-if pooling of interests and accordingly, will be accounted for by the method of accounting for tax free mergers of investment companies. The combination would be accomplished by an acquisition of the net assets of Class A shares and Institutional Class shares of UM Small Cap Growth Fund in exchange for Class A shares and Select Class shares of Dynamic Small Cap Growth Fund, respectively, at net asset value. The Pro Forma statements have been prepared as though the combination had been effective on December 31, 2008. The unaudited Pro Forma Statement of Operations reflects the results of the Funds for the twelve months ended December 31, 2008, as if the reorganization occurred on January 1, 2008. These Pro Forma statements have been derived from the books and records of the Funds utilized in calculating daily net asset values at the dates indicated above in conformity with U.S. generally accepted accounting principles. The historical cost of investment securities will be carried forward to the surviving entity and the results of operations for pre-combination periods of Dynamic Small Cap Growth Fund will not be restated. The fiscal year end is August 31 for UM Small Cap Growth Fund and June 30 for Dynamic Small Cap Growth Fund.
The Pro Forma combined statements should be read in conjunction with the historical financial statements of each Fund, which have been incorporated by reference from their respective Statements of Additional Information.
2.
Summary of Significant Accounting Policies
The following is a summary of significant accounting policies which are consistently followed by UM Small Cap Growth Fund and Dynamic Small Cap Growth Fund in the preparation of their financial statements. Each of the Funds has substantially the same accounting policies, which are detailed in the historical financial statements referenced above in Note 1. The policies are in conformity with generally accepted accounting principles. Preparation of the financial statements includes the use of management estimates. Actual results could differ from those estimates.
A. Security Valuation - 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 Funds are valued. The value of securities listed on The NASDAQ Stock Market LLC shall generally be 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 readily available market quotations received from third party broker-dealers of comparable securities or independent or affiliated pricing services approved by the Board of Trustees. Such pricing services and broker-dealers will generally provide bid-side quotations. Generally, short-term investments (other than certain high yield securities) maturing in less than 61 days are valued at amortized cost, which approximates market value. Certain investments of the Funds 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 Funds to value securities may differ from the value that would be realized if these securities were sold and the differences could be significant. Futures and options shall generally be 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 services or values received are deemed not representative of market value, values will be obtained from a third party broker-dealer or counterparty. Investments in other open-end investment companies are valued at such investment company’s current day closing net asset value per share.
Undiscovered Managers Small Cap Growth Fund
JPMorgan Dynamic Small Cap Growth Fund
Notes to Pro Forma Financial Statements (unaudited)
December 31, 2008
Securities or other assets for which market quotations are not readily available or for which market quotations do not represent the value 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. 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 have been material. Trading in securities on most foreign exchanges and over-the-counter markets is normally completed before the close of the domestic market and may also take place on days when the domestic market is closed. In accordance with procedures adopted by the Board of Trustees, the Funds apply fair value pricing on equity securities on a daily basis except for North American, Central American, South American and Caribbean equity securities held in their portfolios by utilizing the quotations of an independent pricing service, unless a Fund’s advisor determines that use of another valuation methodology is appropriate. The pricing service uses statistical analyses and quantitative models to adjust local market prices using factors such as subsequent
movement and changes in the prices of indices, securities and exchange rates in other markets, in determining fair value as of the time a Fund calculates its net asset value.
During the period, the Funds adopted the Statement of Financial Accounting Standards No. 157 — Fair Value Measurements — (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 requires disclosure surrounding the various inputs that are used in determining the fair value of the Funds’ investments. These inputs are summarized into the three broad levels listed below.
• Level 1 — quoted prices in active markets for identical securities
• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 — significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used as of August 31, 2008 in valuing the Fund’ assets and liabilities carried at fair value (amounts in thousands):
UM Small Cap Growth Fund
Valuation Inputs | Investment In Securities | Other Financial Instruments* |
Level 1 | $15,312 | $- |
Level 2 | - | - |
Level 3 | - | - |
Total | $15,312 | $- |
Dynamic Small Cap Growth Fund
Valuation Inputs | Investment In Securities | Other Financial Instruments* |
Level 1 | $149,593 | $- |
Level 2 | - | - |
Level 3 | - | - |
Total | $149,593 | $- |
Undiscovered Managers Small Cap Growth Fund
JPMorgan Dynamic Small Cap Growth Fund
Notes to Pro Forma Financial Statements (unaudited)
December 31, 2008
Combined Portfolio
Valuation Inputs | Investment In Securities | Other Financial Instruments* |
Level 1 | $164,905 | $- |
Level 2 | - | - |
Level 3 | - | - |
Total | $164,905 | $- |
* Other financial instruments include futures, forwards and swap contracts.
B. Shares of Beneficial Interest — The Pro Forma net asset value per share assumes the issuance of 9 Class A shares and 1,284 Select Class shares of Dynamic Small Cap Growth Fund in exchange for 24 Class A shares and 3,414 Institutional Class shares of UM Small Cap Growth Fund, respectively (shares in thousands).
C. Federal Income Taxes — Each Fund has elected to be taxed as a “regulated investment company” under the Internal Revenue Code. After the acquisition, Dynamic Small Cap Growth Fund intends to continue to qualify as a regulated investment company, if such qualification is in the best interest of its shareholders, by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of taxable income sufficient to relieve it from all, or substantially all, Federal income taxes.
Part C
Item | Indemnification |
15.
Limitation of Liability and Indemnification provisions for Trustees, Shareholders, officers, employees and agents of Registrant are set forth in Article VII, Sections 2, 3 and 5 of the Declaration of Trust and Article VII, Sections 2, 3 and 5 of the By-Laws.
| Declaration of Trust: |
Section 2. Limitation of Liability. A Trustee, when acting in such capacity, shall not be personally liable to any person other than the Trust or a beneficial owner for any act, omission or obligation of the Trust or any Trustee. A Trustee shall not be liable for any act or omission or any conduct whatsoever in his capacity as Trustee, provided that nothing contained herein or in the Delaware Act shall protect any Trustee against any liability to the Trust or to Shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee hereunder. No Trustee who has been determined to be an “audit committee financial expert” (for purposes of Section 407 of the Sarbanes-Oxley Act of 2002 or any successor provision thereto) by the Trustees shall be subject to any greater liability or duty of care in discharging such Trustee’s duties and responsibilities by virtue of such determination than is any Trustee who has not been so designated.
Section 3. Indemnification.
| (a) | Subject to the exceptions and limitations contained in the By-Laws: |
(i) every person who is, has been, or becomes a Trustee or officer of the Trust or is or has been a trustee or director of a Predecessor Entity (hereinafter referred to as a “Covered Person”) shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or her in connection with any proceeding in which he or she becomes involved as a party or otherwise by virtue of being or having been a Trustee or officer of the Trust or a trustee or director of a Predecessor Entity and against amounts paid or incurred by him or her in the settlement thereof; and
(ii) expenses in connection with the defense of any proceeding of the character described in clause (i) above shall be advanced by the Trust to the Covered Person from time to time prior to final disposition of such proceeding to the fullest extent permitted by law.
(b) For purposes of this Section 3 and Section 5 of this Article VII below, “proceeding” means any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including appeals); and “liabilities” and “expenses” includes, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and all other liabilities whatsoever.
(c) The Trust’s financial obligations arising from the indemnification provided herein may be insured by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be a Covered Person as to acts or omissions as a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel, other than Covered Persons, and other persons may be entitled by contract or otherwise under law.
(d) In no event will any revision, amendment or change to this Section 3 or the By-laws affect in any manner the rights of any Covered Person to receive indemnification by the Trust against all liabilities and expenses reasonably incurred or paid by the Covered Person in connection with any proceeding in which the Covered Person becomes involved as a party or otherwise by virtue of being or
having been a Trustee or officer of the Trust or a trustee or director of a Predecessor Entity (including any amount paid or incurred by the Covered Person in the settlement of such proceeding) with respect to any act or omission of such Covered Person that occurred or is alleged to have occurred prior to the time such revision, amendment or change to this Section 3 or the By-laws is made.
Section 5. Insurance. The Trustees shall be entitled and empowered to the fullest extent permitted by law to purchase with Trust assets insurance for liability and for all expenses reasonably incurred or paid or expected to be paid by a Trustee, officer or agent of the Trust or a trustee or director of a Predecessor Entity in connection with any proceeding in which he or she may become involved by virtue of his or her capacity or former capacity as a Trustee, officer or agent of the Trust or a trustee or director of a Predecessor Entity. For purposes of this Section 5, “agent” means any Person who is, was or becomes an employee or other agent of the Trust who is not a Covered Person;
By-Laws:
Section 2. Indemnification of Trustees and Officers. Subject to the exceptions and limitations contained in Section 4 of this Article VII, the Trust shall indemnify its Trustees and officers to the fullest extent consistent with state law and the 1940 Act. Without limitation of the foregoing, the Trust shall indemnify each person who was or is a party or is threatened to be made a party to any proceedings, by reason of alleged acts or omissions within the scope of his or her service as a Trustee or officer of the Trust, against judgments, fines, penalties, settlements and reasonable expenses (including attorneys' fees) actually incurred by him or her in connection with such proceeding to the maximum extent consistent with state law and the 1940 Act. Subject to the exceptions and limitations contained in Section 4 of this Article VII, the Trust may, to the fullest extent consistent with law, indemnify each Person who is serving or has served at the request of the Trust as a director, officer, partner, trustee, employee, agent or fiduciary of another domestic or foreign corporation, partnership, joint venture, trust, other enterprise or employee benefit plan ("Other Position") and who was or is a party or is threatened to be made a party to any proceeding by reason of alleged acts or omissions while acting within the scope of his or her service in such Other Position, against judgments, fines, settlements and reasonable expenses (including attorneys’ fees) actually incurred by him or her in connection with such proceeding to the maximum extent consistent with state law and the 1940 Act. The indemnification and other rights provided by this Article shall continue as to a person who has ceased to be a Trustee or officer of the Trust. In no event will any revision, amendment or change to the By-Laws affect in any manner the rights of any Trustee or officer of the Trust to receive indemnification by the Trust against all liabilities and expenses reasonably incurred or paid by the Trustee or officer in connection with any proceeding in which the Trustee or officer becomes involved as a party or 'otherwise by virtue of being or having been a Trustee or officer of the Trust or a trustee or director of a Predecessor Entity (including any amount paid or incurred by the Trustee or officer in the settlement of such proceeding) with respect to any act or omission of such Trustee or officer that occurred or is allege to have occurred prior to the time such revision, amendment or change to the By-Laws is made.
Section 3. Indemnification of Agents. Subject to the exceptions and limitations contained in Section 4 of this Article VII, every agent may be indemnified by the Trust to the fullest extent permitted by law against all liabilities and against all expenses reasonably incurred or paid by him or her in connection with any proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been an agent.
Section 5. Insurance, Rights Not Exclusive. The Trust's financial obligations arising from the indemnification provided herein or in the Declaration of Trust (i) may be insured by policies maintained by the Trust on behalf of any Trustee, officer or agent; (ii) shall be severable; (iii) shall not be exclusive
of or affect any other rights to which any Trustee, officer or agent may now or hereafter be entitled; and (iv) shall inure to the benefit of the Trustee, officer or agent's heirs, executors and administrators.
Item | Exhibits |
16.
(1)(a) | Certificate of Trust dated November 12, 2004. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 69 as filed on February 18, 2005 (Accession Number 0001193125-05-032909). |
(1)(b) | Declaration of Trust dated November 5, 2004. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in post-Effective Amendment No. 69 as filed on February 18, 2005 (Accession Number 001193125-05-032909). |
(1)(c) | Amended Schedule B, dated February 19, 2009, to the Declaration of Trust dated November 5, 2004. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299). |
(2) | Amended and Restated By-Laws dated November 15, 2007. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission filed on June 27, 2008 (Accession Number 0001145443-08-001999). |
(3) | Not Applicable |
(4) | Form of Agreement and Plan of Reorganization between JPMorgan Trust I and JPMorgan Trust II and between JPMorgan Trust II and J.P. Morgan Fleming Mutual Fund Group, Inc. Filed herewith. |
(5) | Instrument defining Rights of Shareholders incorporated herein by reference to Exhibits (1)(b) and (2). |
(6)(a) | Amended and Restated Investment Advisory Agreement dated as of August 12, 2004 between Registrant and Banc One Investment Advisors Corporation (renamed JPMorgan Investment Advisors Inc. as of February 19, 2005.) Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 68 as filed on October 27, 2004 (Accession Number 0001193125-04-179370). |
(6)(b) | Amended and Restated Schedule A to the Investment Advisory Agreement between JPMorgan Trust II and JPMorgan Investment Advisors Inc. (amended as of June 26, 2006). Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 84 as filed on August 30, 2006 (Accession Number 0001145443-06-002835). |
(7)(a) | Distribution Agreement between Registrant and JPMorgan Distribution Services, Inc., effective February 19, 2005. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 71 to the Registration Statement on April 27, 2005 (Accession Number 0001193125-05-086890). |
(7)(b) | Amendment to the Distribution Agreement, including Schedule A, dated May 1, 2005. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 84 as filed on August 30, 2006 (Accession Number 0001145443-06-002835). |
(7)(c) | Form of Amended Schedule B to the Distribution Agreement, amended as of February 19, 2009. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299). |
(7)(d) | Form of Amended Schedule C to the Distribution Agreement, amended as of February 19, 2009. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299). |
(7)(e) | Form of Amended Schedule D to the Distribution Agreement, amended as of February 19, 2009. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299). |
(7)(f) | Form of Amended Schedule E to the Distribution Agreement, amended as of February 19, 2009. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299). |
(7)(g) | Form of Amended Schedule F to the Distribution Agreement, amended as of February 19, 2009. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299). |
(7)(h) | Form of Mutual Fund Sales Agreement between the Financial Intermediary and JPMorgan Distribution Services, Inc. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 26, 2007 (Accession Number 00001145443-07-003340). |
(8) | Amended and Restated Deferred Compensation Plan for Trustees of One Group Mutual Funds and one Group Investment Trust. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 57 as filed on October 30, 2002 (Accession Number 0000950109-02-005385). |
(9)(a) | Global Custody and Fund Accounting Agreement dated February 19, 2005. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 71 as filed on April 27, 2005 (Accession Number 0000950109-05-086890). |
(9)(b) | Amendment to Global Custody and Fund Accounting Agreement, including Schedule A, dated May 1, 2006. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 84 as filed on August 30, 2006 (Accession Number 0000950109-06-002835). |
(9)(c) | Form of Amended Schedule A to the Global Custody and Fund Accounting Agreement, amended as of February 19, 2009. Incorporated herein by reference to the Registrant's |
Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299).
(9)(d) | Amendment to Global Custody and Fund Accounting Agreement including Schedules C and D, dated as of September 1, 2007. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission on February 27, 2008 (Accession Number 0000950109-07-000476). |
(9)(e) | Amendment to Global Custody and Fund Accounting Agreement including Schedules A and C, dated as of April 21, 2008. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission on June 5, 2008 (Accession Number 0000950109-08-001327). |
(10)(a) | Combined Amended and Restated Distribution Plan. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 73 to the Registration Statement on September 23, 2005 (Accession Number 00011983125-05-190523). |
(10)(b) | Schedule B to the Combined Amended and Restated Distribution Plan, amended as of February 19, 2009. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299). |
(10)(c) | Combined Amended and Restated 18f-3 Multi-Class Plan, including Exhibit A, amended as of May 22, 2008. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission filed on June 27, 2008 (Accession Number 0001145443-08-001999). |
(10)(d) | Amended Exhibit B to the Multi-Class Plan, dated February 19, 2009. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299). |
(11) | Opinion and Consent of Ropes & Gray LLP regarding legality of issuance of shares and other matters. Filed herewith. |
(12) | Opinion of Ropes & Gray LLP regarding tax matters. To be filed by amendment. |
(13)(a)(1) | Transfer Agency Agreement between Registrant and Boston Financial Data Services, Inc. (“BFDS”), effective February 19, 2005. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 71 to the Registration Statement on April 27, 2005 (Accession Number 10001193125-05-086890). |
(13)(a)(2) | Amendment as of January 31, 2007 to the Transfer Agency Agreement between JPMorgan Funds and BFDS dated February 19, 2005. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 86 to the Registration Statement on February 27, 2007 (Accession Number 10001193125-07-000492). |
(13)(a)(3) | Form of Appendix A to the Transfer Agency Agreement (amended as of February 19, 2009). Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299). |
(13)(b)(1) | Administration Agreement between Registrant and JPMorgan Funds Management, Inc., effective February 19, 2005. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission in Post-Effective Amendment No. 71 to the Registration Statement on April 27, 2005 (Accession Number 001145443-05-086890). |
(13)(b)(2) | Amendment, including Amended Schedule A, dated May 1, 2006, to the Administration Agreement. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission in Post-Effective Amendment No. 84 as filed on August 30, 2006 (Accession Number 001145443-06-002835). |
(13)(b)(3) | Form of Amended Schedule B, (amended as of February 19, 2009), to the Administration Agreement. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299). |
(13)(c)(1) | Securities Lending Agreement, Amended and Restated as of August 11, 2005, between the Registrant and JPMorgan Chase Bank. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 73 to the Registration Statement on September 23, 2005 (Accession Number 001145443-05-002331). |
(13)(c)(2) | Amendment to Securities Lending Agreement, dated September 2, 2008, between the Registrant and JPMorgan Chase Bank. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission on October 28, 2008 (Accession Number 001145443-08-002916). |
(13)(d)(1) | Shareholder Servicing Agreement, effective February 19, 2005, between Registrant and JPMorgan distribution Services, Inc. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 71 to the Registration Statement on April 27, 2005 (Accession Number 0001193125-05-0868900). |
(13)(d)(2) | Form of Amended Schedule B to the Shareholder Servicing Agreement (amended as of February 19, 2009). Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299). |
(13)(d)(3) | Form of Service Agreement between the Financial Intermediary and JPMorgan Distribution Services, Inc. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on October 26, 2007 (Accession Number 001145443-07-003340). |
(13)(e)(1) | Form of Fee Waiver Agreement, dated November 1, 2008, for the Funds listed on Schedule A thereto. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on October 28, 2008 (Accession Number 001145443-08-002916). |
(14) | Consent of independent registered accountant. Filed herewith. |
(15) | None. |
(16) | Powers of Attorney for the Trustees, George C. W. Gatch and Patricia A Maleski. Incorporated herein by reference to the Registrant's Registration Statement on Form N-14 as filed with the Securities and Exchange Commission on March 11, 2009 (Accession Number 0001145443-09-000456). |
Item | Undertakings |
17.
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or part who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, as amended, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
(3) The undersigned Registrant agrees to file in a Post-Effective Amendment to this Registration Statement a final tax opinion within a reasonable time after the close of this transaction.
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, as amended, the Registrant, JPMorgan Trust II has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized in the City of Columbus, Ohio on the 17th day of March, 2009
JPMorgan Trust II (Registrant) |
GEORGE C. W. GATCH* |
George C. W. Gatch President |
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement of JPMorgan Trust II has been signed below by the following persons in the capacities indicated on the 17th day of March, 2009.
WILLIAM J. ARMSTRONG* |
| WILLIAM G. MORTON, JR*. |
William J. Armstrong Trustee
|
| William G. Morton, Jr. Trustee |
JOHN F. FINN* |
| ROGERT A ODEN, JR.* |
John F. Finn Trustee
|
| Robert A. Oden, Jr. Trustee |
DR. MATTHEW GOLDSTEIN* |
| FERGUS REID, III.* |
Dr. Matthew Goldstein Trustee
|
| Fergus Reid, III. Trustee and Chairman |
ROBERT J. HIGGINS* |
| FREDERICK W. RUEBECK* |
Robert J. Higgins Trustee
|
| Frederick W. Ruebeck Trustee |
FRANKIE D. HUGHES* |
| JAMES J. SCHONBACHLER* |
Frankie D. Hughes Trustee
|
| James J. Schonbachler Trustee |
PETER C. MARSHALL* |
| LEONARD M. SPALDING, JR*. |
Peter C. Marshall Trustee
|
| Leonard M. Spalding, Jr. Trustee |
MARILYN MCCOY* |
|
|
Marilyn McCoy Trustee
|
|
|
|
|
|
Principal Accounting and Financial Officer
|
| Principal Executive Officer |
PATRICIA A. MALESKI* |
| GEORGE C. W. GATCH* |
Patricia A. Maleski Treasurer and Principal Financial Officer |
| George C. W. Gatch Treasurer
|
By: ELIZABETH A. DAVIN |
|
|
Elizabeth A. Davin Attorney-In-Fact |
|
|
EXHIBIT INDEX
Exhibit No.
(4) | Form of Agreement and Plan of Reorganization between JPMorgan Trust I and JPMorgan Trust II, and between JPMorgan Trust II and J.P. Morgan Fleming Mutual Fund Group, Inc. |
(11) | Opinion and Consent of Ropes & Gray LLP regarding legality of issuance of shares and other matters |
(14) | Consent of independent registered accountant |