J.P. Morgan Money Market Funds
STATEMENT OF ADDITIONAL INFORMATION
PART I
July 1, 2020
JPMORGAN TRUST I (“JPMT I”)
Fund Name JPMorgan
Prime Money
Market Fund
(“Prime Money
Market Fund”)
JPMorgan
100% U.S.
Treasury
Securities
Money
Market
Fund
(“100% U.S.
Treasury
Securities
Money
Market
Fund”)
JPMorgan
Federal
Money
Market Fund
(“Federal Money
Market
Fund”)
JPMorgan
California
Municipal
Money
Market
Fund
(“California
Municipal
Money
Market
Fund”)
JPMorgan
New York
Municipal
Money Market
Fund (“New
York
Municipal
Money
Market Fund”)
JPMorgan
Tax Free Money
Market
Fund
(“Tax Free
Money
Market Fund”)
Academy JPAXX          
Agency VMIXX VPIXX VFIXX JOYXX JONXX VTIXX
Capital CJPXX CJTXX JFCXX*      
Class C JXCXX          
E *TRADE Class       JCEXX JNEXX  
IM Shares JIMXX JSMXX        
Institutional Class JINXX JTSXX JFMXX JGCXX JGNXX JTFXX
Morgan VMVXX HTSXX VFVXX VCAXX VNYXX VTMXX
Premier VPMXX VHPXX VFPXX JCRXX JNPXX VXPXX
Reserve JRVXX RJTXX     JNYXX RTJXX
Service       JCVXX JNVXX  
* The share class currently is not offered to the general public.
SAI-MMKT-720

JPMORGAN TRUST II (“JPMT II”)
Fund Name JPMorgan
U.S. Government
Money Market
Fund (“U.S.
Government
Money Market
Fund”)
JPMorgan
U.S. Treasury
Plus Money
Market Fund
(“U.S. Treasury
Plus Money
Market
Fund”)
JPMorgan
Liquid Assets
Money Market
Fund (“Liquid
Assets Money
Market Fund”)
JPMorgan
Municipal
Money Market
Fund
(“Municipal
Money Market
Fund”)
Academy JGAXX      
Agency OGAXX AJTXX AJLXX JMAXX
Capital OGVXX JTCXX CJLXX  
Class C   OTCXX OPCXX  
E *TRADE Class JUSXX   JLEXX JMEXX
IM Shares MGMXX MJPXX    
Institutional Class IJGXX IJTXX IJLXX IJMXX
Investor JGMXX HGOXX HLPXX  
Morgan MJGXX MJTXX MJLXX MJMXX
Premier OGSXX PJTXX PJLXX HTOXX
Reserve RJGXX HTIXX HPIXX  
Service SJGXX     SJMXX
JPMORGAN TRUST IV (“JPMT IV”)
Fund Name JPMorgan
Institutional Tax
Free Money Market
Fund (“Institutional
Tax Free Money
Market Fund”)
JPMorgan
Securities Lending Money Market
Fund (“Securities Lending Money
Market Fund”)
Agency JOAXX  
Agency SL   VSLXX
Capital JOCXX  
IM Shares JOIXX  
Institutional Class JOFXX  

(each a “Fund,” and collectively, the “Money Market Funds” or “Funds”)
This Statement of Additional Information (“SAI”) is not a prospectus but contains additional information which should be read in conjunction with the prospectuses for the Funds dated July 1, 2020, as supplemented from time to time (collectively, the “Prospectuses”). Additionally, this SAI incorporates by reference the audited financial statements dated February 29, 2020, included in the annual Shareholder Reports relating to the Funds (the “Financial Statements”). The Prospectuses and the Financial Statements, including the Independent Registered Public Accounting Firm’s reports, are available without charge upon request by contacting JPMorgan Distribution Services, Inc. (“JPMDS” or the “Distributor”), the Funds’ distributor, at 1111 Polaris Parkway, Columbus, OH, 43240.
This SAI is divided into two Parts — Part I and Part II. Part I of this SAI contains information that is particular to each Fund. Part II of this SAI contains information that generally applies to the Funds and other J.P. Morgan Funds. For more information about the Funds or the Financial Statements, simply write or call:
Morgan Shares and Class C Shares: Academy Shares, Agency Shares, Agency SL Shares, Capital Shares, IM Shares, Institutional Class Shares, Investor Shares,
Premier Shares, Reserve Shares, Service Shares and E*TRADE Class Shares:
   
J.P. Morgan Funds Services
P.O. Box 219143
Kansas City, MO 64121-9143
1-800-480-4111
Regular mailing address:
J.P. Morgan Institutional Funds Service Center
P.O. Box 219265
Kansas City, MO 64121-9265
1-800-766-7722
  Overnight mailing address:
J.P. Morgan Institutional Funds Service Center
c/o DST Systems, Inc.
Suite 219265
430 W. 7th Street
Kansas City, MO 64105-1407
1-800-766-7722

Part I
Table of Contents

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PLEASE SEE PART II OF THIS SAI FOR ITS TABLE OF CONTENTS

Table of Contents
GENERAL
The Trusts and the Funds
JPMT I Historical Information
JPMT I is an open-end, management investment company formed as a statutory trust under the laws of the State of Delaware on November 12, 2004, pursuant to a Declaration of Trust dated November 5, 2004. Each of the Funds which is a series of JPMT I, is a successor mutual fund to J.P. Morgan Funds that were series of J.P. Morgan Mutual Fund Series at the close of business on February 18, 2005 (“Predecessor JPMorgan Funds”). Each of the Predecessor JPMorgan Funds operated as a series of J.P. Morgan Mutual Fund Trust (“JPMMFT” or the “Predecessor JPM Trust”) prior to reorganizing and redomiciling as series of J.P. Morgan Mutual Fund Series (“JPMMFS”) on February 18, 2005.
Shareholders of each of the Predecessor Funds approved an Agreement and Plan of Reorganization and Redomiciliation (“Shell Reorganization Agreements”) between the Predecessor Trust, on behalf of the Predecessor JPMorgan Funds, and JPMMFS, on behalf of its series. Pursuant to the Shell Reorganization Agreements, the Predecessor JPMorgan Funds were reorganized into the corresponding series of JPMMFS effective after the close of business on February 18, 2005 (“Closing Date”).
JPMT II Historical Information
JPMT II is an open-end, management investment company formed as a statutory trust under the laws of the State of Delaware on November 12, 2004, pursuant to a Declaration of Trust dated November 5, 2004. Each of the Funds which are a series of JPMT II were formerly a series of One Group Mutual Funds, a Massachusetts business trust which was formed on May 23, 1985 (“Predecessor OG Funds”). At shareholder meetings held on January 20, 2005 and February 3, 2005, shareholders of One Group Mutual Funds approved the redomiciliation of One Group Mutual Funds as a Delaware statutory trust to be called JPMorgan Trust II. The redomiciliation was effective after the close of business on the closing date.
With respect to events that occurred or payments that were made prior to the Closing Date, any reference to Fund(s) in this SAI prior to the Closing Date refers to the Predecessor JPMorgan Funds and the Predecessor OG Funds (collectively the “Predecessor Funds”).
J.P. Morgan Funds. After the close of business on February 18, 2005, certain Predecessor JPMorgan Funds and Predecessor OG Funds merged with and into the Funds listed below. The following list identifies the target funds and the surviving funds:
Target Funds   Surviving Funds
One Group Treasury Only Money Market Fund   JPMorgan 100% U.S Treasury Securities Money Market Fund
One Group U.S. Government Securities Money Market Fund; JPMorgan U.S. Government Money Market Fund   One Group Government Money Market Fund now known as JPMorgan U.S. Government Money Market Fund
JPMorgan Liquid Assets Money Market Fund   One Group Prime Money Market Fund now known as JPMorgan Liquid Assets Money Market Fund
JPMorgan Treasury Plus Money Market Fund   One Group U.S. Treasury Securities Money Market Fund now known as JPMorgan U.S. Treasury Plus Money Market Fund
Fund Names. Prior to February 19, 2005, the following Funds were renamed with the approval of the Board of Trustees:
Former Name   Current Name
One Group Government Money Market Fund   JPMorgan U.S. Government Money Market Fund
One Group Municipal Money Market Fund   JPMorgan Municipal Money Market Fund
One Group Prime Money Market Fund   JPMorgan Liquid Assets Money Market Fund
One Group U.S. Treasury Securities Money Market Fund   JPMorgan U.S. Treasury Plus Money Market Fund
JPMorgan California Tax Free Money Market Fund   JPMorgan California Municipal Money Market Fund
JPMorgan New York Tax Free Money Market Fund   JPMorgan New York Municipal Money Market Fund
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Effective September 10, 2001, the Board of Trustees of JPMMFT approved the re-naming of the following Funds:
Former Name   Current Name
JPMorgan Prime Money Market Fund II   JPMorgan Prime Money Market Fund
JPMorgan Federal Money Market Fund II   JPMorgan Federal Money Market Fund
Effective May 1, 2003, the Predecessor JPM Trust was renamed with the approval of the Board of Trustees to J.P. Morgan Mutual Fund Trust from Mutual Fund Trust.
JPMT IV Historical Information
JPMT IV is an open-end, management investment company formed as a statutory trust under the laws of the State of Delaware on November 11, 2015, pursuant to a Declaration of Trust dated November 11, 2015, as subsequently amended. In addition to the Institutional Tax Free Money Market Fund, the Trust consists of other series representing separate investment funds (each a “J.P. Morgan Fund”).
Share Classes
The Board of Trustees of JPMT I, JPMT II and JPMT IV has authorized the issuance and sale of the following share classes of the Funds:
Fund   Academy   Agency   Agency SL   Capital   Class C  

E*Trade
Class
 

IM
Shares
 

Institutional
Class
Institutional Tax Free Money Market Fund       X       X           X 4   X
Prime Money Market Fund   X 1   X       X   X       X 4   X
Securities Lending Money Market Fund           X 2                    
100% U.S. Treasury Securities Money Market Fund       X       X           X 4   X
Federal Money Market Fund       X       X*               X
U.S. Government Money Market Fund   X 1   X       X       X 3   X 4   X
U.S. Treasury Plus Money Market Fund       X       X*   X       X 4   X
California Municipal Money Market Fund       X               X 3       X
Liquid Assets Money Market Fund       X       X   X   X 3       X
Municipal Money Market Fund       X               X 3       X
New York Municipal Money Market Fund       X               X 3       X
Tax Free Money Market Fund       X                       X
    
  Investor   Morgan   Premier   Reserve   Service
Institutional Tax Free Money Market Fund                  
Prime Money Market Fund    
X
  X   X    
Securities Lending Money Market Fund                  
100% U.S. Treasury Securities Money Market Fund     X   X   X    
Federal Money Market Fund     X   X        
U.S. Government Money Market Fund

X
  X   X   X   X
U.S. Treasury Plus Money Market Fund

X
  X   X   X    
Liquid Assets Money Market Fund

X
  X   X   X    
California Municipal Money Market Fund     X   X       X
Municipal Money Market Fund     X   X       X
New York Municipal Money Market Fund     X   X   X   X
Tax Free Money Market Fund     X   X   X    
1 Academy Shares are available only to clients of Academy Securities and its affiliates.
2 Agency SL Shares are available only to securities lending agents that invest securities lending cash collateral in Shares of the Fund.
3 E*TRADE Class Shares are available only to clients of E*TRADE Securities, LLC.
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4 IM Shares are offered only to (1) investment companies, including the J.P. Morgan Funds, registered under the Investment Company Act of 1940, as amended (the “1940 Act”) (each a “Registered Investment Company”) and/or funds that are exempt from registration as an investment company pursuant to Section 3(c)(1) or 3(c)(7) of the 1940 Act (collectively, “funds”), including funds that are wholly-owned by one or more Registered Investment Companies; and (2) corporate trustees.
* The share class currently is not offered to the general public.
The shares of the Funds are collectively referred to in this SAI as the “Shares.”
Much of the information contained herein expands upon subjects discussed in the Prospectuses for the respective Funds. No investment in a particular class of Shares of a Fund should be made without first reading that Fund’s Prospectus.
Miscellaneous
This SAI describes the financial history, investment strategies and policies, management and operation of each of the Funds in order to enable investors to select the Fund or Funds which best suit their needs.
This SAI provides additional information with respect to the Funds and should be read in conjunction with the relevant Fund’s current Prospectuses. Capitalized terms not otherwise defined herein have the meanings accorded to them in the applicable Prospectuses. The Funds' executive offices are located at 277 Park Avenue, New York, NY 10172.
This SAI is divided into two Parts – Part I and Part II. Part I of this SAI contains information that is particular to each Fund. Part II of this SAI contains information that generally applies to the Funds and other series representing separate investment funds or portfolios of JPMT I, JPMT II, JPMT IV, J.P. Morgan Mutual Fund Investment Trust (“JPMMFIT”), J.P. Morgan Fleming Mutual Fund Group, Inc. (“JPMFMFG”) (each a “J.P. Morgan Fund,” and together with the Funds, the “J.P. Morgan Funds”). Throughout this SAI, JPMT I, JPMT II, JPMT IV, JPMMFIT, JPMFMFG and UMF are each referred to as a “Trust” and collectively, as the “Trusts.” Each Trust’s Board of Trustees, or Board of Directors in the case of JPMFMFG, is referred to herein as the “Board of Trustees” and each trustee or director is referred to as a “Trustee.”
The Funds are advised by J.P. Morgan Investment Management Inc. (“JPMIM”). Certain other of the J.P. Morgan Funds are sub-advised by J.P. Morgan Private Investments Inc. (“JPMPI”) or Fuller & Thaler Asset Management, Inc. (“Fuller & Thaler”). JPMIM is also referred to herein as the “Adviser.” JPMPI and Fuller & Thaler are also referred to herein as the “Sub-Advisers” and, individually, as the “Sub-Adviser.”
Investments in the Funds are not deposits or obligations of, nor guaranteed or endorsed by, JPMorgan Chase Bank, N.A. (“JPMorgan Chase Bank”), an affiliate of the Adviser, or any other bank. Shares of the Funds are not federally insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other governmental agency. An investment in the Funds is subject to risk that may cause the value of the investment to fluctuate, and when the investment is redeemed, the value may be higher or lower than the amount originally invested by the investor.
The Funds are not subject to registration or regulation as a “commodity pool operator” as defined in the Commodity Exchange Act because the Funds have claimed an exclusion from that definition.
INVESTMENT POLICIES
The following investment policies have been adopted by the respective Trusts with respect to the applicable Funds. The investment policies listed below under the heading “Fundamental Investment Policies” are “fundamental” policies which, under the Investment Company Act of 1940, as amended (the “1940 Act”), may not be changed without the vote of a majority of the outstanding voting securities of a Fund, as such term is defined in “Additional Information” in Part II of this SAI. All other investment policies of a Fund (including the investment objectives of the JPMT I Funds) are non-fundamental, unless otherwise designated in the Prospectus or herein, and may be changed by the Trustees of the Fund without shareholder approval.
Except for the restriction on borrowings set forth in the fundamental investment policies (1) for Funds that are a series of JPMT I and JPMT IV and (6) for Funds that are a series of JPMT II below, the percentage limitations contained in the policies below apply at the time of purchase of the securities. If a
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Table of Contents
percentage or rating restriction on investment or use of assets set forth in a fundamental investment policy or a non-fundamental investment policy or in a Prospectus is adhered to at the time of investment, later changes in percentage resulting from any cause other than actions by a Fund will not be considered a violation.
With respect to fundamental investment policies (1) for Funds that are a series of JPMT I and JPMT IV and (6) for Funds that are a series of JPMT II, the 1940 Act generally limits a Fund’s ability to borrow money on a non-temporary basis if such borrowings constitute “senior securities.” As noted in “Investment Strategies and Policies — Miscellaneous Investment Strategies and Risks — Borrowings” in SAI Part II, in addition to temporary borrowing, a Fund may borrow from any bank, provided that immediately after any such borrowing there is an asset coverage of at least 300% for all borrowings by a Fund and provided further, that in the event that such asset coverage shall at any time fall below 300%, a Fund shall, within three days (not including Sundays and holidays) thereafter or such longer period as the U.S. Securities and Exchange Commission (“SEC”) may prescribe by rules and regulations, reduce the amount of its borrowings to such an extent that the asset coverage of such borrowing shall be at least 300%. A Fund may also borrow money or engage in economically similar transactions if those transactions do not constitute “senior securities” under the 1940 Act as interpreted based upon no-action letters and other pronouncements of the staff of the SEC. Under current pronouncements, certain Fund positions (e.g., reverse repurchase agreements) are excluded from the definition of “senior security” so long as a Fund maintains adequate cover, segregation of assets or otherwise. Similarly, a short sale will not be considered a senior security if a Fund takes certain steps contemplated by SEC staff pronouncements, such as ensuring the short sale transaction is adequately covered. If the value of a Fund’s holdings of illiquid securities at any time exceeds the percentage limitation applicable at the time of acquisition due to subsequent fluctuations in value or other reasons, the Fund’s Adviser will consider what actions, if any, are appropriate to maintain adequate liquidity.
For purposes of fundamental investment policies regarding industry concentration, “to concentrate” generally means to invest more than 25% of a Fund’s total assets, taken at market value at the time of investment. For purposes of fundamental investment policies regarding industry concentration, the Adviser may classify issuers by industry in accordance with classifications set forth in the Directory of Companies Filing Annual Reports with the SEC or other sources. In the absence of such classification or if the Adviser determines in good faith based on its own information that the economic characteristics affecting a particular issuer make it more appropriate to be considered engaged in a different industry, the Adviser may classify an issuer accordingly. For instance, personal credit finance companies and business credit finance companies are deemed to be separate industries and wholly owned finance companies may be considered to be in the industry of their parents if their activities are primarily related to financing the activities of their parent. Accordingly, the composition of an industry or group of industries may change from time to time. For purposes of fundamental investment policies involving industry concentration, “group of industries” means a group of related industries, as determined in good faith by the Adviser, based on published classifications or other sources.
Investment Policies of Funds that Are Series of JPMT I
Fundamental Investment Policies.
(1) Each Fund may not borrow money, except to the extent permitted by applicable law;
(2) Each Fund may make loans to other persons, in accordance with the Fund’s investment objective and policies and to the extent permitted by applicable law;
(3) Each Fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities, or repurchase agreements secured thereby) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. Notwithstanding the foregoing, (i) the Money Market Funds may invest more than 25% of their total assets in obligations issued by banks, including U.S. banks; and (ii) the JPMorgan Tax Free Money Market Fund, JPMorgan New York Municipal Money Market Fund and the JPMorgan California Municipal Money Market Fund may invest more than 25% of their respective assets in municipal obligations secured by bank letters of credit or guarantees, including Participation Certificates;
(4) Each Fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments, but this shall not prevent a Fund from (i) purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities or (ii) engaging in forward purchases or sales of foreign currencies or securities;
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(5) Each Fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prevent a Fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business). Investments by a Fund in securities backed by mortgages on real estate or in marketable securities of companies engaged in such activities are not hereby precluded;
(6) Each Fund may not issue any senior security (as defined in the 1940 Act), except that (a) a Fund may engage in transactions that may result in the issuance of senior securities to the extent permitted under applicable regulations and interpretations of the 1940 Act or an exemptive order; (b) a Fund may acquire other securities, the acquisition of which may result in the issuance of a senior security, to the extent permitted under applicable regulations or interpretations of the 1940 Act; and (c) subject to the restrictions set forth above, a Fund may borrow money as authorized by the 1940 Act. For purposes of this restriction, collateral arrangements with respect to a Fund’s permissible options and futures transactions, including deposits of initial and variation margin, are not considered to be the issuance of a senior security;
(7) Each Fund may not underwrite securities issued by other persons except insofar as a Fund may technically be deemed to be an underwriter under the Securities Act of 1933, as amended, in selling a portfolio security;
In addition, as a matter of fundamental policy, notwithstanding any other investment policy or restriction, a Fund may seek to achieve its investment objective by investing all of its investable assets in another investment company having substantially the same investment objective and policies as the Fund. For purposes of investment policy (2) above, loan participators are considered to be debt instruments.
For purposes of investment policy (5) above, real estate includes real estate limited partnerships. For purposes of investment policy (3) above, industrial development bonds, where the payment of principal and interest is the ultimate responsibility of companies within the same industry, are grouped together as an “industry.” Investment policy (3) above, however, is not applicable to investments by a Fund in municipal obligations where the issuer is regarded as a state, city, municipality or other public authority since such entities are not members of any “industry.” Supranational organizations are collectively considered to be members of a single “industry” for purposes of policy (3) above.
For the Tax Free Money Market Fund, California Municipal Money Market Fund and New York Municipal Money Market Fund, the following 80% investment policy for each Fund is fundamental and may not be changed without shareholder approval:
(1) The Tax Free Money Market Fund will invest at least 80% of the value of its Assets in municipal obligations. “Assets” means net assets, plus the amount of borrowings for investment purposes.
(2) The California Municipal Money Market Fund normally invests at least 80% of the value of its Assets in municipal obligations, the interest on which is excluded from gross income for federal income tax purposes, exempt from California personal income taxes and is not subject to the federal alternative minimum tax on individuals. “Assets” means net assets, plus the amount of borrowings for investment purposes.
(3) The New York Municipal Money Market Fund normally invests at least 80% of the value of its Assets in municipal obligations, the interest on which is excluded from gross income for federal income tax purposes, exempt from New York State and New York City personal income taxes and is not subject to the federal alternative minimum tax on individuals. “Assets” means net assets, plus the amount of borrowings for investment purposes.
For purposes of policy (1) above, the Fund will only invest in municipal obligations if the issuer receives assurances from legal counsel that the interest payable on the securities is exempt from federal income tax.
Non-Fundamental Investment Policies.
(1) Each Fund may not, with respect to 75% of its total assets, hold more than 10% of the outstanding voting securities of any issuer or invest more than 5% of its assets in the securities of any one issuer (other than obligations of the U.S. government, its agencies and instrumentalities).
(2) Each Fund may not make short sales of securities, other than short sales “against the box,” or purchase securities on margin except for short-term credits necessary for clearance of portfolio transactions, provided that this restriction will not be applied to limit the use of options, futures contracts and related options, in the manner otherwise permitted by the investment restrictions, policies and investment program of a Fund. The Funds have no current intention of making short sales against the box.
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(3) Each Fund may not purchase or sell interests in oil, gas or mineral leases.
(4) Each Fund may not write, purchase or sell any put or call option or any combination thereof, provided that this shall not prevent (i) the writing, purchasing or selling of puts, calls or combinations thereof with respect to portfolio securities or (ii) with respect to a Fund’s permissible futures and options transactions, the writing, purchasing, ownership, holding or selling of futures and options positions or of puts, calls or combinations thereof with respect to futures.
(5) Each Fund may invest up to 5% of its total assets in the securities of any one investment company, but may not own more than 3% of the securities of any one investment company or invest more than 10% of its total assets in the securities of other investment companies.
The investment objective of each JPMT I Fund is non-fundamental.
For purposes of the Funds’ investment policies, the issuer of a tax-exempt security is deemed to be the entity (public or private) ultimately responsible for the payment of the principal.
Investment Policies of Funds that are Series of JPMT II
Fundamental Investment Policies
Each of the Funds may not:
(1) Purchase the securities of any issuer, if as a result, the Fund would not comply with any applicable diversification requirements for a money market fund under the 1940 Act, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time.
(2) Purchase securities on margin or sell securities short.
(3) Underwrite the securities of other issuers except to the extent that a Fund may be deemed to be an underwriter under certain securities laws in the disposition of “restricted securities.”
(4) Purchase physical commodities or contracts relating to physical commodities, except as permitted under the 1940 Act, or operate as a commodity pool, in each case as interpreted or modified by regulatory authority having jurisdiction, from time to time.
(5) Purchase participation or other direct interests in oil, gas or mineral exploration or development programs (although investments by all Funds other than the U.S. Treasury Plus Money Market Fund, and the U.S. Government Money Market Fund in marketable securities of companies engaged in such activities are not hereby precluded).
(6) Borrow money, except to the extent permitted under the 1940 Act, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time.
(7) Purchase securities of other investment companies except as permitted by the 1940 Act and rules, regulations and applicable exemptive relief thereunder.
(8) Issue senior securities except with respect to any permissible borrowings.
(9) Purchase or sell real estate (however, the U.S. Government Money Market Fund may, to the extent appropriate to its investment objective, purchase securities secured by real estate or interests therein or securities issued by companies investing in real estate or interests therein).
Each of the Funds other than the U.S. Government Money Market Fund may not:
(1) Purchase any securities that would cause more than 25% of the total assets of a Fund to be invested in the securities of one or more issuers conducting their principal business activities in the same industry. With respect to the Liquid Assets Money Market Fund, (i) this limitation does not apply to investments in obligations issued or guaranteed by the U.S. government or its agencies and instrumentalities, domestic bank certificates of deposit or bankers’ acceptances and repurchase agreements involving such securities; (ii) this limitation does not apply to securities issued by companies in the financial services industry; (iii) wholly-owned finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing the activities of their parents; and (iv) utilities will be divided according to their services (for example, gas, gas transmission, electric and telephone will each be considered a separate industry.) With respect to the Liquid Assets Money Market Fund and the Municipal Money Market Fund, this limitation shall not apply to Municipal Securities or governmental guarantees of
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Municipal Securities; and further provided, that for the purposes of this limitation only, private activity bonds that are backed only by the assets and revenues of a non-governmental user shall not be deemed to be Municipal Securities for purposes of the Liquid Assets Money Market Fund and the Municipal Money Market Fund.
With respect to the Municipal Money Market Fund (i) this limitation does not apply to investments in obligations issued or guaranteed by the U.S. government or its agencies and instrumentalities, domestic bank certificates of deposit or bankers’ acceptances and repurchase agreements involving such securities or municipal obligations secured by bank letters of credit or guarantees, including Participation Certificates; (ii) wholly-owned finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing activities of their parents; and (iii) utilities will be divided according to their services (for example, gas, gas transmission, electric and telephone will each be considered a separate industry). With respect to the U.S. Treasury Plus Money Market Fund, this limitation does not apply to U.S. Treasury bills, notes and other U.S. obligations issued or guaranteed by the U.S. Treasury, and repurchase agreements collateralized by such obligations.
(2) Make loans, except that a Fund may (i) purchase or hold debt instruments in accordance with its investment objective and policies; (ii) enter into repurchase agreements; (iii) engage in securities lending as described in the Prospectuses and the Statement of Additional Information; and (iv) make loans to the extent permitted by an order issued by the SEC.
Under normal market circumstances, at least 80% of the assets of the Municipal Money Market Fund will be invested in Municipal Securities. As a result, the following fundamental policies apply to the Municipal Money Market Fund:
(1) The Municipal Money Market Fund will invest at least 80% of its total assets in municipal securities, the income from which is exempt from federal personal income tax.
(2) The Municipal Money Market Fund will invest at least 80% of its net assets in municipal securities, the income from which is exempt from federal personal income tax. For purposes of this policy, the Municipal Money Market Fund’s net assets include borrowings by the Fund for investment purposes.
Except as a temporary defensive measure, the U.S. Treasury Plus Money Market Fund may not:
(1) Purchase securities other than U.S. Treasury bills, notes and other U.S. obligations issued or guaranteed by the U.S. Treasury, and repurchase agreements collateralized by such obligations.
The U.S. Government Money Market Fund may not:
(1) Purchase securities other than those issued or guaranteed by the U.S. government or its agencies or instrumentalities, some of which may be subject to repurchase agreements.
(2) Purchase any securities that would cause more than 25% of the total assets of the Fund to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that this limitation does not apply to investments in obligations issued or guaranteed by the U.S. government or its agencies and instrumentalities and repurchase agreements involving such securities.
(3) Make loans, except that the Fund may: (i) purchase or hold debt instruments in accordance with its investment objective and policies; (ii) enter into repurchase agreements; (iii) engage in securities lending as described in the Prospectus and Statement of Additional Information; and (iv) make loans to the extent permitted by an order issued by the SEC.
The U.S. Treasury Plus Money Market Fund and the U.S. Government Money Market Fund may not:
(1) Buy state, municipal, or private activity bonds.
The investment objective of each JPMT II Fund is fundamental.
Non-Fundamental Investment Policies
The following policy applies to each of the Funds:
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For purposes of the Fund’s diversification policy, a security is considered to be issued by the government entity whose assets and revenues guarantee or back the security. With respect to private activity bonds or industrial development bonds backed only by the assets and revenues of a non-governmental user, such user would be considered the issuer. Select municipal issues backed by guarantees or letters of credit by banks, insurance companies or other financial institutions may be categorized in the industries of the firm providing the guarantee or letters of credit.
Additionally, although not a matter controlled by their fundamental investment restrictions, so long as its shares are registered under the securities laws of the State of Texas, the Liquid Assets Money Market Fund will: (i) limit its investments in other investment companies to no more than 10% of the Fund’s total assets; (ii) invest only in other investment companies with substantially similar investment objectives; and (iii) invest only in other investment companies with charges and fees substantially similar to those set forth in paragraph (3) and (4) of Section 123.3 of the Texas State Statute, not to exceed 0.25% in Rule 12b-1 fees and no other commission or other remuneration is paid or given directly or indirectly for soliciting any security holder in Texas.
Investment Policies of Funds that Are Series of JPMT IV
Fundamental Investment Policies.
Each of the Funds:
(1) May not borrow money, except to the extent permitted by applicable law;
(2) May make loans to other persons, in accordance with a Fund’s investment objective and policies and to the extent permitted by applicable law;
(3) May not purchase any security which would cause a Fund to concentrate its investments in the securities of issuers primarily engaged in any particular industry or group of industries except as permitted by the SEC. Notwithstanding the foregoing, a Fund may invest more than 25% of its total assets in obligations issued by banks, including U.S. banks;
(4) May purchase and sell commodities to the maximum extent permitted by law;
(5) May not invest directly in real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent a Fund from investing in securities or other instruments (a) issued by companies that invest, deal or otherwise engage in transactions in real estate, or (b) backed by real estate or interests in real estate;
(6) May not issue senior securities, except as permitted under the 1940 Act or any rule, order or interpretation thereunder;
(7) May not underwrite securities of other issuers, except to the extent that a Fund may be deemed an underwriter under certain securities laws in the disposition of “restricted securities”;
In addition, as a matter of fundamental policy, notwithstanding any other investment policy or restriction, a Fund may seek to achieve its investment objective by investing all of its investable assets in another investment company having substantially the same investment objective and policies as the Fund. For purposes of investment policy (2) above, loan participators are considered to be debt instruments.
For purposes of investment policy (5) above, real estate includes real estate limited partnerships.
Additionally, the Institutional Tax Free Money Market Fund’s 80% policy is fundamental and may not be changed without shareholder approval.
Investment policy (3) above, however, is not applicable to investments by a Fund in municipal obligations where the issuer is regarded as a state, city, municipality or other public authority since such entities are not members of any “industry.” Supranational organizations are collectively considered to be members of a single “industry” for purposes of policy (3) above.
Non-Fundamental Investment Policies.
(1) The Funds may not purchase securities of other investment companies except as permitted by the 1940 Act and rules, regulations and applicable exemptive relief thereunder.
The investment objectives of the Funds are non-fundamental.
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For purposes of the Funds’ investment policies, the issuer of a tax-exempt security is deemed to be the entity (public or private) ultimately responsible for the payment of the principal.
The fundamental investment policy regarding industry concentration does not apply to securities issued by other investment companies, securities issued or guaranteed by the U.S. government, any state or territory of the U.S., its agencies, instrumentalities, or political subdivisions, or repurchase agreements secured thereby.
INVESTMENT PRACTICES
The Funds invest in a variety of securities and employ a number of investment techniques. What follows is a list of some of the securities and techniques which may be utilized by the Funds. For a more complete discussion, see the “Investment Strategies and Policies” section in Part II of this SAI.
FUND NAME FUND CODE
Institutional Tax Free Money Market Fund 1
Prime Money Market Fund 2
Securities Lending Money Market Fund 3
100% U.S. Treasury Securities Money Market Fund 4
Federal Money Market Fund 5
U.S. Government Money Market Fund 6
U.S. Treasury Plus Money Market Fund 7
California Municipal Money Market Fund 8
Liquid Assets Money Market Fund 9
Municipal Money Market Fund 10
New York Municipal Money Market Fund 11
Tax Free Money Market Fund 12
    
Instrument Fund Code Part II
Section Reference
Asset-Backed Securities: Securities secured by company receivables, home equity loans, truck and auto loans, leases, and credit card receivables or other securities backed by other types of receivables or other assets. 1-3, 8-12 Asset-Backed Securities
Bank Obligations: Bankers’ acceptances, certificates of deposit and time deposits. Bankers’ acceptances are bills of exchange or time drafts drawn on and accepted by a commercial bank. Maturities are generally six months or less. Certificates of deposit are negotiable certificates issued by a bank for a specified period of time and earning a specified return. Time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds. 1-3, 8-12 Bank Obligations
Borrowings: The Fund may borrow for temporary purposes and/or for investment purposes. Such a practice will result in leveraging of the Fund’s assets and may cause the Fund to liquidate portfolio positions when it would not be advantageous to do so. The Fund must maintain continuous asset coverage of 300% of the amount borrowed, with the exception for borrowings not in excess of 5% of the Fund’s total assets made for temporary administrative purposes. 1, 3 Miscellaneous Investment Strategies and Risks
Commercial Paper: Secured and unsecured short-term promissory notes issued by corporations and other entities. Maturities generally vary from a few days to nine months. 1-3, 8-12 Commercial Paper
Corporate Debt Securities: May include bonds and other debt securities of domestic and foreign issuers, including obligations of industrial, utility, banking and other corporate issuers. 1-3, 9 Debt Instruments
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Instrument Fund Code Part II
Section Reference
Demand Features: Securities that are subject to puts and standby commitments to purchase the securities at a fixed price (usually with accrued interest) within a fixed period of time following demand by a Fund. 1-3, 6-12 Demand Features
Extendable Commercial Notes: Variable rate notes which normally mature within a short period of time (e.g., one month) but which may be extended by the issuer for a maximum maturity of thirteen months. 1-3, 8-12 Debt Instruments
Foreign Investments: Commercial paper of foreign issuers and obligations of foreign branches of U.S. banks and foreign banks. Foreign securities may also include American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), European Depositary Receipts (“EDRs”) and American Depositary Securities. 2, 3, 8-12 Foreign Investments (including Foreign Currencies)
Inflation-Linked Debt Securities: Fixed and floating rate debt securities of varying maturities issued by the U.S. government as well as securities issued by other entities such as corporations, foreign governments and foreign issuers. 3 Debt Instruments
Interfund Lending: Involves lending money and borrowing money for temporary purposes through a credit facility. 1-12 Miscellaneous Investment Strategies and Risks
Investment Company Securities: Shares of other investment companies, including money market funds for which the Adviser and/or its affiliates serve as investment adviser or administrator. The Adviser will waive certain fees when investing in funds for which it serves as investment adviser, to the extent required by law or by contract. 1-3, 5, 6, 8-12 Investment Company Securities and Exchange Traded Funds
Loan Assignments and Participations: Assignments of, or participations in, all or a portion of loans to corporations or to governments, including governments in less developed countries. 8, 10-12 Loans
Mortgage-Backed Securities: Debt obligations secured by real estate loans and pools of loans such as collateralized mortgage obligations (“CMOs”), commercial mortgage-backed securities (“CMBSs”), and other asset-backed structures. 1-3, 5, 6, 8-12 Mortgage-Related Securities
Municipal Securities: Securities issued by a state or political subdivision to obtain funds for various public purposes. Municipal securities include, among others, private activity bonds and industrial development bonds, as well as general obligation notes, tax anticipation notes, bond anticipation notes, revenue anticipation notes, other short-term tax-exempt obligations, municipal leases, obligations of municipal housing authorities and single family revenue bonds. 1-3, 8-12 Municipal Securities
New Financial Products: New options and futures contracts and other financial products continue to be developed and the Fund may invest in such options, contracts and products. 1, 3 Miscellaneous Investment Strategies and Risks
Participation Certificates: Certificates representing an interest in a pool of funds or in other instruments, such as a mortgage pool. 1-3, 8-12 Additional Information on the Use of Participation Certificates in Part I of the SAI
Preferred Stock: A class of stock that generally pays a dividend at a specified rate and has preference over common stock in the payment of dividends and in liquidation. 1 Equity Securities, Warrants and Rights
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Instrument Fund Code Part II
Section Reference
Private Placements, Restricted Securities and Other Unregistered Securities: Securities not registered under the Securities Act of 1933, such as privately placed commercial paper and Rule 144A securities. 1-3, 8-12 Miscellaneous Investment Strategies and Risks
Repurchase Agreements: The purchase of a security and the simultaneous commitment to return the security to the seller at an agreed upon price on an agreed upon date. This is treated as a loan. 1-3, 5-12 Repurchase Agreements
Reverse Repurchase Agreements: The sale of a security and the simultaneous commitment to buy the security back at an agreed upon price on an agreed upon date. This is treated as a borrowing by a Fund. 1-3, 5-12 Reverse Repurchase Agreements
Short-Term Funding Agreements: Agreements issued by banks and highly rated U.S. insurance companies such as Guaranteed Investment Contracts (“GICs”) and Bank Investment Contracts (“BICs”). 2, 3, 8-12 Short-Term Funding Agreements
Sovereign Obligations: Investments in debt obligations issued or guaranteed by a foreign sovereign government or its agencies, authorities or political subdivisions. 2, 3, 9 Foreign Investments (including Foreign Currencies)
Structured Investments: A security having a return tied to an underlying index or other security or asset class. Structured investments generally are individually negotiated agreements and may be traded over-the-counter. Structured investments are organized and operated to restructure the investment characteristics of the underlying security. 1-3, 5, 6, 8-12 Structured Investments
Synthetic Variable Rate Instruments: Instruments that generally involve the deposit of a long-term tax exempt bond in a custody or trust arrangement and the creation of a mechanism to adjust the long-term interest rate on the bond to a variable short-term rate and a right (subject to certain conditions) on the part of the purchaser to tender it periodically to a third party at par. 1-3, 8-12 Swaps and Related Swap Products
Temporary Defensive Positions: To respond to unusual circumstances a Fund may hold cash or deviate from its investment strategy. 1-12 Miscellaneous Investment Strategies and Risks
Treasury Receipts: A Fund may purchase interests in separately traded interest and principal component parts of U.S. Treasury obligations that are issued by banks or brokerage firms and that are created by depositing U.S. Treasury notes and U.S. Treasury bonds into a special account at a custodian bank. Receipts include Treasury Receipts (“TRs”), Treasury Investment Growth Receipts (“TIGRs”), and Certificates of Accrual on Treasury Securities (“CATS”). 2, 3, 8-12 Treasury Receipts
U.S. Government Agency Securities: Securities issued by agencies and instrumentalities of the U.S. government. These include all types of securities issued or guaranteed by the Government National Mortgage Association (“Ginnie Mae”), the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), including funding notes, subordinated benchmark notes, Government-Sponsored Enterprises (“GSEs”), CMOs and Real Estate Mortgage Investment Conduits (“REMICs”). 1-3, 5, 6, 8-12 Mortgage-Related Securities
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Instrument Fund Code Part II
Section Reference
U.S. Government Obligations: May include direct obligations of the U.S. Treasury, including Treasury bills, notes and bonds, all of which are backed as to principal and interest payments by the full faith and credit of the United States, and separately traded principal and interest component parts of such obligations that are transferable through the Federal book-entry system known as Separate Trading of Registered Interest and Principal of Securities (“STRIPS”) and Coupons Under Book-Entry Safekeeping (“CUBES”). 1-12 U.S. Government Obligations
Variable and Floating Rate Instruments: Obligations with interest rates which are reset daily, weekly, quarterly or some other frequency and which may be payable to a Fund on demand or at the expiration of a specified term. 1-12 Debt Instruments
When-Issued Securities, Delayed Delivery Securities and Forward Commitments: Purchase or contract to purchase securities at a fixed price for delivery at a future date. 1-12 When-Issued Securities, Delayed Delivery Securities and Forward Commitments
Zero-Coupon, Pay-in-Kind and Deferred Payment Securities: Zero-coupon securities are securities that are sold at a discount to par value and on which interest payments are not made during the life of the security. Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Deferred payment securities are zero-coupon debt securities which convert on a specified date to interest bearing debt securities. 2-12 Debt Instruments
ADDITIONAL INFORMATION REGARDING FUND INVESTMENT PRACTICES
Additional U.S. Government Obligations
The Federal Money Market Fund generally limits its investment in agency and instrumentality obligations to obligations the interest on which is generally not subject to state and local income taxes by reason of federal law.
Limitations on the Use of Municipal Securities
Some of the JPMT I Funds as well as the Institutional Tax Free Money Market Fund and Securities Lending Money Market Fund may invest in industrial development bonds that are backed only by the assets and revenues of the non-governmental issuers such as hospitals and airports, provided, however, that each Fund may not invest more than 25% of the value of its total assets in such bonds if the issuers are in the same industry.
Limitations on the Use of Stand-By Commitments
Not more than 10% of the total assets of a JPMT I Money Market Fund, the Institutional Tax Free Money Markey Fund and the Securities Lending Money Market fund will be invested in municipal obligations that are subject to stand-by commitments from the same bank or broker-dealer. A JPMT II Money Market Fund will generally limit its investments in stand-by commitments to 25% of its total assets.
Additional Information on the Use of Participation Certificates
The securities in which certain of the Funds may invest include participation certificates issued by a bank, insurance company or other financial institution in securities owned by such institutions or affiliated organizations (“Participation Certificates”), and, in the case of the Prime Money Market Fund and Liquid Assets Money Market Fund, certificates of indebtedness or safekeeping. Participation Certificates are pro rata interests in securities held by others; certificates of indebtedness or safekeeping are documentary
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receipts for such original securities held in custody by others. A Participation Certificate gives a Fund an undivided interest in the security in the proportion that the Fund’s participation interest bears to the total principal amount of the security and generally provides the demand feature described below.
Each Participation Certificate is backed by an irrevocable letter of credit or guaranty of a bank (which may be the bank issuing the Participation Certificate, a bank issuing a confirming letter of credit to the issuing bank, or a bank serving as agent of the issuing bank with respect to the possible repurchase of the Participation Certificate) or insurance policy of an insurance company that the Board of Trustees of the Trust has determined meets the prescribed quality standards for a particular Fund.
A Fund may have the right to sell the Participation Certificate back to the institution and draw on the letter of credit or insurance on demand after the prescribed notice period, for all or any part of the full principal amount of the Fund’s participation interest in the security, plus accrued interest. The institutions issuing the Participation Certificates would retain a service and letter of credit fee and a fee for providing the demand feature, in an amount equal to the excess of the interest paid on the instruments over the negotiated yield at which the Participation Certificates were purchased by a Fund. The total fees would generally range from 5% to 15% of the applicable prime rate or other short-term rate index. With respect to insurance, a Fund will attempt to have the issuer of the Participation Certificate bear the cost of any such insurance, although a Fund may retain the option to purchase insurance if deemed appropriate. Obligations that have a demand feature permitting a Fund to tender the obligation to a foreign bank may involve certain risks associated with foreign investment. A Fund’s ability to receive payment in such circumstances under the demand feature from such foreign banks may involve certain risks such as future political and economic developments, the possible establishments of laws or restrictions that might adversely affect the payment of the bank’s obligations under the demand feature and the difficulty of obtaining or enforcing a judgment against the bank.
Limitations on the Use of Repurchase Agreements
All of the Funds that are permitted to invest in repurchase agreements may engage in repurchase agreement transactions that are collateralized fully as defined in Rule 5b-3(c)(1) under the 1940 Act (except that 5b-3(c)(1)(iv)(C) shall not apply), which has the effect of enabling a Fund to look to the collateral, rather than the counterparty, for determining whether its assets are “diversified” for 1940 Act purposes. Further, in accordance with the provisions of Rule 2a-7 under the 1940 Act, the Adviser evaluates the creditworthiness of each counterparty. The Adviser may consider the collateral received and any applicable guarantees in making its creditworthiness determination. In addition, the Liquid Assets Money Market Fund and Prime Money Market Fund may engage in repurchase agreement transactions that are collateralized by money market instruments, debt securities, loan participations, equity securities or other securities, including securities that are rated below investment grade by the requisite nationally recognized statistical rating organizations (“NRSROs”) or unrated securities of comparable quality. For these types of repurchase agreement transactions, the Liquid Assets Money Market Fund and Prime Money Market Fund would look to the counterparty, and not the collateral, for determining compliance with the diversification requirements of the 1940 Act.
Under existing guidance from the SEC, certain Funds may transfer uninvested cash balances into a joint account, along with cash of other Funds and certain other accounts. These balances may be invested in one or more repurchase agreements and/or short-term money market instruments.
Additional Information on the Use of Synthetic Floating or Variable Rate Instruments
A synthetic floating or variable rate security, also known as a tender option bond, is issued after long-term bonds are purchased in the secondary market and then deposited into a trust. Custodial receipts are issued to investors, such as a Fund, evidencing ownership interests in the bond deposited in a custody or trust arrangement. The trust sets a floating or variable rate on a daily or weekly basis which is established through a remarketing agent. These types of instruments, to be money market eligible under Rule 2a-7, must have a liquidity facility in place which provides additional comfort to the investors in case the remarketing fails. The sponsor of the trust keeps the difference between the rate on the long-term bond and the rate on the short-term floating or variable rate security.
Limitations on the Use of When-Issued Securities and Forward Commitments
No Fund intends to purchase “when-issued’ securities for speculative purposes but only for the purpose of acquiring portfolio securities. Because a Fund will set aside cash or liquid portfolio securities to satisfy its purchase commitments in the manner described, the Fund’s liquidity and the ability of JPMIM
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to manage the Fund might be affected in the event its commitments to purchase when-issued securities ever exceeded 40% of the value of its total assets. Commitments to purchase when-issued securities will not, under normal market conditions, exceed 25% of a JPMT II Fund’s total assets.
Additional Information Regarding State Municipal Securities
The following information is a summary of special factors that may affect any Fund invested in municipal securities from the States of California and New York and is derived from public official documents relating to securities offerings of state issuers, which generally are available to investors. The following information constitutes only a brief summary of the information in such public official documents; it has not been independently verified and does not purport to be a complete description of all considerations regarding investment in the municipal securities discussed below. Information provided herein may not be current and is subject to change rapidly, substantially and without notice.
The value of the shares of the Funds discussed in this section may fluctuate more widely than the value of shares of a portfolio investing in securities relating to a number of different states. The ability of state, county or other local governments to meet their obligations will depend primarily on the availability of tax and other revenues to those governments and on their fiscal conditions generally.
Further, downgrades of certain municipal securities insurers during the recent recession negatively impacted the price of certain insured municipal securities. Given the large number of potential claims against municipal securities insurers, there is a risk that they will be unable to meet all future claims. The perceived increased likelihood of default among municipal issuers resulted in constrained liquidity, increased price volatility and credit downgrades of municipal issuers. Local and national market forces, such as declines in real estate prices and general business activity, may result in decreasing tax bases, fluctuations in interest rates, and increasing construction costs, all of which could reduce the ability of certain municipal issuers to repay their obligations. Certain municipal issuers have also been unable to obtain additional financing through, or must pay higher interest rates on, new issues, which may reduce revenues available for municipal issuers to pay existing obligations. In addition, in certain circumstances it may be difficult for investors to obtain reliable information on the obligations underlying municipal securities. Adverse developments in the municipal securities market may negatively affect the value of all or a substantial portion of a Fund’s municipal securities.
Additional Information Regarding California Municipal Securities
As used in this SAI, “municipal securities” refers to municipal securities, the interest of which is exempt from gross income for federal income tax purposes, exempt from California personal income taxes and is not subject to the federal alternative minimum tax on individuals.
Risk Factors Affecting California Municipal Securities. Given that the California Tax Free Bond Fund is invested primarily in California Municipal Securities, the Fund is subject to risks relating to the economy of the state of California (as used in this section, the “State”) and the financial condition of the State and local governments and their agencies.
Overview of State Economy. California’s economy, the largest among the 50 states, has major components in high technology, trade, entertainment, manufacturing, government, tourism, construction and services. As a result, economic problems or factors that negatively impact these sectors may have a negative effect on the value of California Municipal Securities.
California’s economy has substantially improved since the severe economic downturn that began in late 2007. Although the State had been expecting economic growth over the next few years, the COVID-19 pandemic has significantly altered the State’s fiscal landscape. The State forecasts a peak unemployment rate of 18% and a decline in personal income of nearly 9 percent in 2020. The recent spread of COVID-19, and the related governmental and public responses have had, and may continue to have, an adverse effect on the State’s economy. Preventative or protective actions that governments have taken, and may continue to take, as a result of the pandemic has resulted in, and may continue to result in, periods of business disruption and reduced or disrupted operations, which could have long-term negative economic effects on the State’s economy and State and local government budgets. The full effects of the pandemic and related responses are not yet known and will emerge over time.
During the great recession of 2008, California faced a severe erosion of its tax base because of high unemployment, decreased spending and other factors resulting from a weak economy. This, in turn, resulted in large budget gaps and occasional cash shortfalls. However, significant spending cuts, coupled with increased revenues and continued economic improvement in recent years, have helped to close subsequent budget gaps. As part of achieving balanced budgets, the State enacted and maintained
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significant reductions in spending in the budgets of recent fiscal years, and voters approved Proposition 30 in 2012, which provides for increased revenues. Certain provisions of Proposition 30 expired on December 31, 2016. In addition, Proposition 2 was approved by voters in November 2014 and directs specified revenues to be applied towards the State’s rainy day fund and towards paying down specified debts. Although the State experienced some improvements in its financial condition, there remain a number of serious risks and pressures that threaten the State’s budget. For example, the State may incur significant costs related to the billions of dollars of obligations (the “wall of debt”) that had to be deferred in prior years to balance budgets. The elimination of such debt will impose a financial strain on upcoming budgets, and it may be more difficult and take longer than expected to pay down the “wall of debt.” Furthermore, revenues may fall short of projections due to reductions in federal spending and a potential slowdown in the State’s economy, among other things. In addition, the State’s revenues (particularly those related to personal income taxes) can be volatile and correlate to overall economic conditions.
Accordingly, there can be no assurances that the State will not face additional fiscal stress or that such circumstances will not become more difficult in the future. Moreover, there can be no guarantee that other changes in the State or national economies will not have a materially adverse impact on the State’s financial condition. Any deterioration in the State’s financial condition may have a negative effect on the value of the securities issued by the State and its municipalities, which could reduce the performance of the Fund.
In addition, the pension funds managed by the State’s principal retirement systems, the California Public Employees’ Retirement System (“CalPERS”) and the California State Teachers’ Retirement System (“CalSTRS”), sustained significant investment losses during the economic downturn and face unfunded actuarial liabilities that will require increased contributions from the State’s General Fund (as used in this section, “General Fund”) in future years. The most recent actuarial valuation of CalPERS showed an accrued unfunded liability allocable to state employees (excluding judges and elected officials) of $59.7 billion on a market value of assets (MVA) basis (an increase of $951 million from the June 30, 2017 valuation). CalSTRS reported the unfunded accrued liability of its Defined Benefit Plan on June 30, 2018 at $107.15 billion on an actuarial value of assets basis (a decrease of $110 million from the June 30, 2017 valuation) and at $101.9 billion on an MVA basis (a decrease of $1.5 billion from the June 30, 2017 valuation).
The State also has significant unfunded liabilities relating to retirees’ post-employment healthcare and dental benefits. As of June 30, 2018, the State’s unfunded actuarial accrued liability for other post-employment benefits was approximately $86.5 billion.
There can be no assurance that any issuer of a California Municipal Security will make full or timely payments of principal or interest or remain solvent. However, it should be noted that the creditworthiness of obligations issued by local California issuers may be unrelated to the creditworthiness of obligations issued by the State, and there is no obligation on the part of the State to make payment on such local obligations in the event of default.
General Risks. Many complex political, social and economic factors influence the State’s economy and finances, which may affect the State’s budget unpredictably from year to year. Such factors include, but are not limited to: (i) the performance of the national and State economies; (ii) the receipt of revenues below projections; (iii) a delay in or an inability of the State to implement budget solutions as a result of current or future litigation; (iv) an inability to implement all planned expenditure reductions; (v) extreme weather events, wildfires, pandemics, drought or earthquakes; and (vi) actions taken by the federal government, including audits, disallowances, and changes in aid levels.
These factors are continually changing, and no assurances can be given with respect to how these factors or other factors will materialize in the future or what impact they will have on the State’s fiscal and economic condition. Such factors could have an adverse impact on the State’s budget and could result in declines, possibly severe, in the value of the State’s outstanding obligations. These factors may also lead to an increase in the State’s future borrowing costs and could impair the State’s ability to make timely payments of interest and principal on its obligations. These factors may also impact the ability of California’s municipal issuers to issue new debt or service their outstanding obligations.
In addition, the State is subject to episodic water shortages owing to drought conditions. At the beginning of 2014, Governor Jerry Brown announced a state of emergency as a result of severe drought conditions in the State that persisted into 2017. The State Water Resources Control Board and Governor Jerry Brown took significant steps to deal with the drought. Future droughts may require the use of
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significant funding from the State’s budget. While the drought was one of the most severe in the State’s history and the subsequent rainfall caused damage, the drought did not impact any sectors of the State economy beyond the agricultural sector and the rainfall did not affect materially the State’s economy or budget.
Moreover, the State is within a region subject to major seismic activity and has experienced major earthquakes in the past that caused significant damage. Although the federal government has provided aid in the aftermath of previous major earthquakes, there is no guarantee that it will do so in the future. An obligation in the Fund could be impacted by interruption in revenues as a result of damage caused by earthquakes or as a result of income tax deductions for casualty losses or property tax assessment reductions.
The State is susceptible to wildfires and has experienced severe wildfires in recent history. In late 2017, several wildfires burned across several counties in California, destroying thousands of homes and other structures and burning hundreds of thousands of acres of land. In response to the 2017 wildfires and other natural disasters, Congress passed a $4.4 billion disaster-related appropriations bill to support the State’s recovery efforts and the State accessed over $300 million from the Special Fund for Economic Uncertainties (“SFEU”) in 2017-2018 to cover disaster assistance costs. In late 2018, California experienced additional wildfires that caused further destruction. By the end of 2018, these wildfires in California killed over 100 people, destroyed more than 22,700 structures, and burned over 1.8 million acres. The full economic and financial impact caused by the 2018 fires is unknown. The State’s Director of Finance accessed approximately $2.9 billion from the SFEU to address response and recovery efforts of communities affected by the wildfires that occurred in late 2018. About $1.8 billion of the State’s projected revenues for fiscal year 2020-21 reflect anticipated reimbursements from the federal government for costs associated with wildfires in 2017 and 2018. There can be no assurance that the State will be reimbursed by the federal government for these costs. The damage caused by past and future wildfires could have long-term negative effects on the State’s economy and, consequently, on State and local government budgets, which could affect the ability of the State and local governments to repay their obligations.
Budget for Fiscal Year 2019-20. On June 27, 2019, Governor Gavin Newsom signed the 2019 Budget Act, which was generally balanced, added to the State’s rainy day fund, and continued to pay down the State’s debts and liabilities. The 2018 Budget Act left a projected reserve of approximately $16.5 billion at the end of fiscal year 2019-20.
When the 2019 Budget Act was enacted, it projected General Fund revenues and transfers of $143.8 billion for fiscal year 2019-20 (an increase of $5.8 billion from revised estimates for the prior fiscal year), which included estimated personal income tax receipts of $102.4 billion, sales tax receipts of $27.2 billion and corporation tax receipts of $13.1 billion. General Fund expenditures for fiscal year 2019-20 were projected to be $147.8 billion, which constitutes an increase of $5.1 billion compared to the revised estimates for fiscal year 2019-20. The 2019 Budget Act contains initiatives to fund State programs. As part of these initiatives, the 2019 Budget Act includes General Fund funding of $58.3 billion for K-12 education, $17.5 billion for higher education, $41.9 billion for health and human services expenditures, as well as $17.8 billion for corrections and rehabilitation.
Proposed Budget for Fiscal Year 2020-21. On January 10, 2020, Governor Gavin Newsom proposed a budget for fiscal year 2020-21 (“Proposed Budget”). The Proposed Budget estimates that the General Fund will receive $151.7 billion in revenues and transfers, which would represent a $5.1 billion increase from revised fiscal year 2019-20 estimates. Against these revenues, the Proposed Budget calls for approximately $153.1 billion in General Fund expenditures, which would be an increase of approximately $3.4 billion from revised fiscal year 2019-20 estimates.
The Proposed Budget contains initiatives to fund State programs. As part of these initiatives, the Proposed Budget includes General Fund funding of $59.6 billion for K-12 education, $17.5 billion for higher education, $47.5 billion for health and human services expenditures, as well as $13.4 billion for corrections and rehabilitation. The Proposed Budget estimates that by end of fiscal 2021 the State will have $18 billion in its constitutionally-established rainy day fund, as well as an estimated $3 billion in other reserves.
LAO Report. On January 13, 2020, the Legislative Analyst’s Office (“LAO”), a nonpartisan fiscal and policy advisor to the State, released its analysis of the Proposed Budget. In reaching its conclusions, the LAO performs an independent assessment of the outlook for California’s economy, demographics, revenues and expenditures. In the report, the LAO indicated that, while the State budget outlook continued to be positive, it was subject to heightened risks, observing that the State’s fiscal situation was sensitive to federal decisions around healthcare financing as well as the potential for a broader economic slowdown.
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The LAO also noted that the Proposed Budget sought to allocate a $6 billion surplus in the following manner: $2.6 billion to one-time spending, $1.6 billion to maintain the state’s discretionary reserve, and $1.6 billion to ongoing spending. The LAO also noted that, unlike previous budgets, the Proposed Budget does not dedicate a sizeable portion of available surpluses to building more discretionary reserves and encourages the Legislature to determine whether it is satisfied with the level of reserves reflected in the Proposed Budget. The LAO further noted that under the administration’s stated projections, California would have small operating surpluses in future years and encourages the Legislature to maintain a positive operating balance in its own multiyear budget plans.
May Revision. On May 14, 2020, Governor Newsom revised the Proposed Budget (“May Revision”). The May Revision reflects a $41.2 billion decline in estimated General Fund revenue relative to the Proposed Budget as a result of the COVID-19 recession. To balance the budget, the May Revision proposes to cancel $6.1 billion in program expansions and spending increases and redirect $2.4 billion in extraordinary payments to CalPERS; draw down $8.3 billion from the Rainy Day Fund and $450 million from Safety Net Reserves in 2020-21; borrow $41. Billion from special funds; and temporarily suspend net operating losses and limit taxpayer credits to generate $4.4 billion in new revenue. The May Revision also reflects approximately $8.3 billion of federal funding to the State and $14 billion of expenditure reductions that will be triggered off if certain amounts of federal funding are received. Under the May Revision the budget would be balanced next year, but a significant structural out-year deficit would remain that would increase to over $16 billion by fiscal year 2023-24.
Limitation on Property Taxes. Certain State debt obligations may be obligations of issuers that rely in whole or in part, directly or indirectly, on ad valorem property taxes as a source of revenue. The taxing powers of State local governments and districts are limited by Article XIIIA of the State Constitution, enacted by the voters in 1978 and commonly known as “Proposition 13.” Article XIIIA limits the rate of ad valorem property taxes to 1% of full cash value of real property and generally restricts the reassessment of property to 2% per year, except upon new construction or change of ownership (subject to a number of exemptions). Taxing entities may, however, raise ad valorem taxes above the 1% limit to pay debt service on voter-approved bonded indebtedness. Under Article XIIIA, the basic 1% ad valorem tax levy is applied against the assessed value of property as of the owner’s date of acquisition (or as of March 1, 1975, if acquired earlier), subject to certain adjustments. This system has resulted in widely varying amounts of tax on similarly situated properties. Article XIIIA prohibits local governments from raising revenues through ad valorem taxes above the 1% limit. Article XIIIA also requires voters of any governmental unit to give two-thirds approval to levy any “special tax” (i.e., a tax devoted to a specific purpose).
Limitations on Other Taxes, Fees and Charges. On November 5, 1996, the voters of the State approved Proposition 218. Proposition 218 added Articles XIIIC and XIIID to the State Constitution, which contain a number of provisions affecting the ability of local agencies to levy and collect both existing and future taxes, assessments, fees and charges. Article XIIIC requires that all new or increased local taxes be submitted to the voters before they become effective. Taxes for general governmental purposes require a majority vote and taxes for specific purposes require a two-thirds vote. Article XIIID contains several provisions that make it generally more difficult for local agencies to levy and maintain “assessments” for municipal services and programs. Article XIIID also contains several provisions affecting “fees” and “charges,” defined for purposes of Article XIIID to mean “any levy other than an ad valorem tax, a special tax, or an assessment, imposed by a local government upon a parcel or upon a person as an incident of property ownership, including a user fee or charge for a property related service.” All new and existing property related fees and charges must conform to requirements prohibiting, among other things, fees and charges that generate revenues exceeding the funds required to provide the property related service or are used for unrelated purposes. There are notice, hearing and protest procedures for levying or increasing property related fees and charges, and, except for fees or charges for sewer, water and refuse collection services (or fees for electrical and gas service, which are not treated as “property related” for purposes of Article XIIID), no property related fee or charge may be imposed or increased without majority approval by the property owners subject to the fee or charge or, at the option of the local agency, two-thirds voter approval by the electorate residing in the affected area.
Appropriations Limits. The State and its local governments are subject to an annual “appropriations limit” imposed by Article XIIIB of the California Constitution, enacted by the voters in 1979 and significantly amended by Propositions 98 and 111 in 1988 and 1990, respectively. Article XIIIB prohibits the State or any covered local government from spending “appropriations subject to limitation” in excess of the appropriations limit imposed. “Appropriations subject to limitation” are authorizations to spend “proceeds of taxes,” which consist of tax revenues and certain other funds, including proceeds from regulatory licenses, user charges or other fees, to the extent that such proceeds exceed the cost of providing the product or service, but “proceeds of taxes” exclude most State subventions to local governments. No
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limit is imposed on appropriations of funds that are not “proceeds of taxes,” such as reasonable user charges or fees, and certain other non-tax funds, including bond proceeds. The appropriations limit for each year is adjusted annually to reflect changes in cost of living and population, and any transfers of service responsibilities between government units. The definitions for such adjustments were liberalized in 1990 to follow more closely growth in the State’s economy. “Excess” revenues are measured over a two-year cycle. Local governments must return any excess to taxpayers by rate reductions. The State must refund 50% of any excess, with the other 50% paid to schools and community colleges. Local governments may exceed their spending limits for up to four years by voter approval.
Because of the complex nature of Articles XIIIA, XIIIB, XIIIC and XIIID of the California Constitution, the ambiguities and possible inconsistencies in their terms, the impossibility of predicting future appropriations or changes in population and cost of living and the probability of continuing legal challenges, it is not currently possible to determine fully the impact of these Articles on California debt obligations or on the ability of the State or local governments to pay debt service on such California debt obligations. It is not possible, at the present time, to predict the outcome of any pending litigation with respect to the ultimate scope, impact or constitutionality of these Articles or the impact of any such determinations upon State agencies or local governments, or upon their ability to pay debt service on their obligations. Further initiatives or legislative changes in laws or the California Constitution may also affect the ability of the State or local issuers to repay their obligations.
State Debt. From July 2006 to February 2013, voters and the State Legislature authorized more than $40 billion of new general obligation bonds and lease-revenue bonds, which are paid solely from the General Fund. This new authorization substantially increased the amount of outstanding debt supported by the General Fund. As of January 1, 2020, the State had approximately $71.7 billion of general obligations bonds, and $8.6 billion of lease-revenue bonds outstanding. These obligations are payable principally from the State’s General Fund or from lease payments paid from the operating budget of the respective lessees, which operating budgets are primarily, but not exclusively, derived from the General Fund. Additionally, as of January 1, 2020, there were approximately $33.6 billion of authorized and unissued voter-approved general obligation bonds and approximately $7.2 billion of authorized and unissued lease revenue bonds.
In calendar years 2009 and 2010, the State sold more than $35 billion of new money general obligation bonds, lease-revenue bonds and Proposition 1A bonds, reaching record levels for new money bond issuances by the State. Bond issuances have declined substantially since then. Based on estimates from the Department of Finance and updates from the State Treasurer’s Office, approximately $4.0 billion of new money general obligation bonds and approximately $2.1 billion of lease-revenue bonds are expected to be issued in fiscal year 2020-21.
Because the State plans to issue authorized, but unused, new bond sales in the future, the ratio of debt service on general obligation, lease-revenue bonds supported by the General Fund to annual General Fund revenues and transfers (“General Fund Debt Ratio”) can be expected to fluctuate from year to year. Based on the revenue estimates contained in the Proposed Budget and the bond issuance estimates noted above, the General Fund Debt Ratio had been estimated to equal approximately 5.43% and 5.29% in fiscal years 2019-20 and 2020-21, respectively.
In addition to general obligation bonds, lease-revenue bonds, and other types of debt, the State may issue certain short-term obligations such as revenue anticipation notes (“RANs”) and revenue anticipation warrants (“RAWs”). Due to the timing differences between when the State receives General Fund receipts and when it makes General Fund disbursements, the State regularly issues short-term obligations to meet its cash flow needs. By law, RANs must mature prior to the end of the fiscal year in which they are issued, while RAWs may mature in a subsequent fiscal year.
In fiscal year 2019-20, the State did not plan to issue RANs. Furthermore, for fiscal year 2020-21, the State does not plan to issue RANs. If cash resources become inadequate, other cash management techniques may be employed to meet the State’s cash requirements.
Rainy Day Fund Amendment. In November 2014, voters approved Proposition 2, a constitutional amendment that provides for a “rainy day” reserve called the Budget Stabilization Account (“BSA”) that requires both paying down liabilities and saving for a rainy day by making specified deposits into a special reserve by using spikes in capital gains to save money. Capital gains are the state’s most volatile revenue source, and absent a recession, a stock market correction could significantly affect the State. Based on the May Revision, the BSA is projected to have a balance of $8.4 billion by the end of fiscal year 2020-21.
State-Local Fiscal Relations. In November 2004, voters approved Proposition 1A, which made significant changes to the fiscal relationship between the State and California’s local governments by, among other things, reducing the State Legislature’s authority over local government revenue sources by
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restricting the State’s access to local governments’ property, sales and vehicle license fee revenues without meeting certain conditions. Proposition 22, adopted on November 2, 2010, supersedes some parts of Proposition 1A of 2004 and completely prohibits any future borrowing by the State from local government funds. Additionally, Proposition 22 generally prohibits the State Legislature from making changes in local government funding sources.
Proposition 1A also prohibits the State from requiring localities to comply with certain unfunded mandates. Under the law, if the State does not provide the funding necessary to implement the mandate, the mandate is suspended and the locality is relieved from compliance.
State-Federal Fiscal Relations. California receives substantial federal aid for various governmental purposes, including funds to support state-level health care, education and transportation initiatives. California also receives federal funding to help the State respond to, and recover from, severe weather events and other natural disasters. There can be no assurance that such financial assistance from the federal government will continue in the future, including federal funding relating to COVID-19 relief. In February 2018, the federal government approved a ten-year extension of federal funding for the Children’s Health Insurance Program (CHIP) with reductions scheduled to decrease the amount of federal funding to the historic rate of 65% in fiscal year 2021. This change to the State’s proportion of cost sharing under CHIP will result in the substantial reduction of federal funding to the State. In addition, the federal government may enact other budgetary changes or take other actions that could adversely affect California’s finances.
Tax Cuts and Jobs Act. In December 2017, the federal government enacted the Tax Cuts and Jobs Act which made significant changes to the U.S. federal income tax laws governing the taxation of individuals and corporations, including establishing caps on mortgage interest and state and local tax deductions. The cap on mortgage interest deductions may reduce demand for real estate and properties located in high-cost areas, which could result in a reduction in property values and could negatively affect local tax revenues as property taxes are a primary source of revenue for municipalities. The cap on state and local tax deductions could influence the migration of people into and out of the State and cause higher-earning residents to move to states with lower tax rates, which could negatively impact State and local revenues. The impact that these changes to the federal tax laws will have on the State’s economy and State and local revenues is unknown and will emerge over time.
Municipal Downgrades and Bankruptcies. Municipal bonds may be more susceptible to being downgraded, and issuers of municipal bonds may be more susceptible to default and bankruptcy, during recessions or similar periods of economic stress. Factors contributing to the economic stress on municipalities may include lower property tax collections as a result of lower home values, lower sales tax revenue as a result of consumers cutting back from spending and lower income tax revenue as a result of a high unemployment rate. In addition, as certain municipal obligations may be secured or guaranteed by banks and other institutions, the risk to the Fund could increase if the banking or financial sector suffers an economic downturn and/or if the credit ratings of the institutions issuing the guarantee are downgraded or at risk of being downgraded by a national rating organization. Such a downward revision or risk of being downgraded may have an adverse effect on the market prices of the bonds and thus the value of the Fund’s investments.
Downgrades of certain municipal securities insurers have in the past negatively impacted the price of certain insured municipal securities. Given the large number of potential claims against municipal securities insurers, there is a risk that they will be unable to meet all future claims. In the past, certain municipal issuers either have been unable to issue bonds or access the market to sell their issues or, if able to access the market, have issued bonds at much higher rates, which may reduce revenues available for municipal issuers to pay existing obligations. Should the State or municipalities fail to sell bonds when and at the rates projected, the State could experience significantly increased costs in the General Fund and a weakened overall cash position in the current fiscal year.
Further, an insolvent municipality may file for bankruptcy. For example, Chapter 9 of the U.S. Bankruptcy Code provides a financially distressed municipality protection from its creditors while it develops and negotiates a plan for reorganizing its debts. “Municipality” is defined broadly by the U.S. Bankruptcy Code as a “political subdivision or public agency or instrumentality of a state” and may include various issuers of securities in which the Fund invests. The reorganization of a municipality’s debts may be accomplished by extending debt maturities, reducing the amount of principal or interest, refinancing the debt or other measures, which may significantly affect the rights of creditors and the value of the securities issued by the municipality. Because the Fund’s performance depends, in part, on the ability of issuers to make principal and interest payments on their debt, any actions to avoid making these payments could reduce the Fund’s returns.
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In the past, as a result of financial and economic difficulties, several California municipalities filed for bankruptcy protection under Chapter 9. Additional municipalities could file for bankruptcy protection in the future. Any such action could negatively impact the value of the Fund’s investments in the securities of those issuers or other issuers in the State.
Litigation. The State is a party to numerous legal proceedings, many of which normally occur in government operations. In addition, the State is involved in certain other legal proceedings (described in the State’s recent financial statements) that, if decided against the State, might require the State to make significant future expenditures or substantially impair future revenue sources. Because of the prospective nature of these proceedings, it is not presently possible to predict the outcome of such litigation, estimate the potential impact on the ability of the State to pay debt service costs on its obligations, or determine what impact, if any, such proceedings may have on a Fund’s investments.
Bond Ratings. As of June 8, 2020, California’s general obligation debt was assigned a rating of Aa2 by Moody’s, AA- by S&P and AA by Fitch. These ratings reflect only the views of the respective rating agency, an explanation of which may be obtained from each such rating agency. There is no assurance that these ratings will continue for any given period of time or that they will not be revised or withdrawn entirely by the rating agency if, in the judgment of such rating agency, circumstances so warrant. A downward revision or withdrawal of any such rating may have an adverse effect on the market prices of the securities issued by the State, its municipalities, and their political subdivisions, instrumentalities and authorities.
Additional Information Regarding New York Municipal Securities
As used in this SAI, the term “New York Municipal Securities” refers to municipal securities, the interest on which is excluded from gross income for federal income tax purposes, exempt from New York State and New York City personal income taxes and is not subject to the federal alternative minimum tax on individuals.
Risk Factors Regarding Investments in New York Municipal Securities. Given that the New York Tax Free Bond Fund is invested primarily in New York Municipal Securities, the Fund is subject to risks relating to the economy of the state of New York (as used in this section, the “State”) and the financial condition of the State and local governments and their agencies.
Overview of State Economy. Although New York has a diverse economy, it is heavily dependent on the financial sector, in part, because New York City is the nation’s leading center of banking and finance. Even though the financial sector accounts for a small proportion of all non-agricultural jobs in the State, it contributes a significant amount of total wages in New York. In addition to the financial sector, the State has a comparatively large share of the nation’s information, education and health services employment. Travel and tourism also constitute an important part of the economy. As a result, economic problems or factors that negatively impact these sectors may have a negative effect on the value of New York Municipal Securities.
While the State’s economy has substantially improved since the severe economic downturn that began in late 2007, the State continues to face significant fiscal challenges, including budget deficits. Moreover, the level of public debt in the State may affect long-term growth prospects and could cause some municipalities to experience financial hardship.
The recent spread of an infectious respiratory illness caused by a novel strain of coronavirus (known as COVID-19) and the related governmental and public responses have had, and may continue to have, an adverse effect on the State’s economy. The State has indicated that the COVID-19 pandemic has caused economic activity in the State to drop abruptly and dramatically and the New York State Division of the Budget (“DOB”) estimates that nonfarm employment will fall by 7%; total wages will fall by 7.2%; personal income and wages (excluding bonuses) will fall by 2.2%; and financial and insurance sector bonuses, an important source of personal income tax collections, will drop by 50% in fiscal year 2021. The State’s unemployment rate is expected to average 11.4 percent in fiscal year 2021. Preventative or protective actions that governments have taken, and may continue to take, as a result of the pandemic has resulted in, and may continue to result in, periods of business disruption and reduced or disrupted operations, which could have long-term negative economic effects on the State’s economy and State and local government budgets. The full effects of the pandemic and related responses are not yet known and will emerge over time.
Other substantial risks remain that could undermine the State’s financial and economic projections. For example, federal spending cuts, modifications to the federal tax structure, uncertainty regarding the Federal Reserve’s policies, national and international events, climate change and extreme weather events,
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regulatory changes concerning financial sector activities, major policy changes under the current presidential administration, changes concerning financial sector bonus payouts, economic events in Europe, and volatility in commodity prices, among others, could contribute to weakened economic growth, which could reduce State revenues. As the nation’s financial capital, the volatility in financial markets poses a particularly large degree of uncertainty for the State. In addition, financial markets have demonstrated a sensitivity to recent events that include shifting expectations surrounding energy prices, Federal Reserve policy, and global growth, and the resulting market variations are likely to have a larger impact on the State’s economy than on the nation as a whole.
Accordingly, there can be no assurances that the State will not face fiscal stress or that the State’s circumstances will not become more difficult in the future. Moreover, there can be no guarantee that other changes in the State or national economies will not have a materially adverse impact on the State’s financial condition. Any deterioration in the State’s financial condition may have a negative effect on the value of the securities issued by the State and its municipalities, which could reduce the performance of a Fund.
Furthermore, there can be no assurance that any issuer of a New York Municipal Security will make full or timely payments of principal or interest or remain solvent. However, it should be noted that the creditworthiness of obligations issued by local New York issuers may be unrelated to the creditworthiness of obligations issued by the State, and there may be no obligation on the part of the State to make payment on such local obligations in the event of default.
General Risks. Many complex political, social and economic factors influence the State’s economy and finances, which may affect the State’s budget unpredictably from year to year. Such factors include, but are not limited to: (i) the performance of the national and State economies; (ii) the volatility in energy markets; (iii) the impact of changes concerning financial sector bonus payouts, as well as any future legislation governing the structure of compensation; (iv) the impact of shifts in monetary policy on interest rates and the financial markets; (v) the impact of financial and real estate market developments on bonus income and capital gains realizations; (vi) the impact of household deleveraging on consumer spending and the impact of that activity on State tax collections; (vii) increased demand in entitlement and claims based programs such as Medicaid, public assistance and general public health; (viii) access to the capital markets in light of disruptions in the municipal bond market; (ix) litigation against the State; (x) actions taken by the federal government, including audits, disallowances, changes in aid levels, and changes to Medicaid rules; (xi) the impact of federal statutory and regulatory changes concerning financial sector activities; and (xii) extreme weather events and pandemics.
These factors are continually changing, and no assurances can be given with respect to how these factors or other factors will materialize in the future or what impact they will have on the State’s fiscal and economic condition. Such factors could have an adverse impact on the State’s budget and could result in declines, possibly severe, in the value of the State’s outstanding obligations. These factors may also lead to an increase in the State’s future borrowing costs and could impair the State’s ability to make timely payments of interest and principal on its obligations. These factors may also impact the ability of New York’s municipal issuers to issue new debt or service their outstanding obligations.
Between 2011 and 2012, New York sustained damage from three powerful storms that caused widespread damage within the State and the region: Hurricanes Irene and Sandy as well as Tropical Storm Lee. The State’s rebuilding efforts have partly been dependent on federal aid: the State and its municipalities have received tens of billions of dollars in federal aid to assist with recovery efforts. There can be no assurance that all anticipated federal disaster aid will be provided to the State, or that such aid will be provided on any expected timeline. Any significant additional State obligations and expenditures associated with Sandy rebuilding efforts could negatively affect the State’s ability to honor its outstanding obligations, which could have a negative effect on the value of New York’s municipal securities.
Budget for Fiscal Year 2021. On April 2, 2020, the Governor finalized the enactment of the budget for fiscal year 2021. The budget calls for approximately $73.2 billion in the State’s General Fund (as used in this section, “General Fund”) expenditures for fiscal year 2021, which represents a decrease of 5.6% from estimated expenditures in fiscal year 2020, which includes $46.4 billion in local assistance grants (a decrease of 10.5%) and $18.9 billion for State operations (a decrease of 3.1%). The budget assumes that the General Fund will receive tax receipts of nearly $62 billion (a decrease of 15.2%) in fiscal year 2021, which includes $41.6 billion (a decrease of 17.6%) in personal income tax revenues, $6.5 billion in business tax receipts (an increase of 2.1%), and $12 billion consumption/use tax receipts (a decrease of 15.7%), among others. As a result of these projections, the DOB estimates that the State will end fiscal year 2021 with a General Fund balance of approximately $6.7 billion.
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Public Authorities. Public authorities are created pursuant to State law, are not subject to the constitutional restrictions on the incurrence of debt that apply to the State itself and may issue bonds and notes subject to restrictions set forth in legislative authorization. The State’s access to the public credit markets could be impaired and the market price of its outstanding debt may be materially and adversely affected if certain of its public authorities were to default on their respective obligations.
The State has numerous public authorities with various responsibilities, including those that finance, construct and/or operate revenue-producing public facilities. Public authorities generally pay their operating expenses and debt service costs from revenues generated by the projects they finance or operate, such as tolls charged for the use of highways, bridges or tunnels, charges for public power, electric and gas utility services, rentals charged for housing units, and charges for occupancy at medical care facilities. Because of the structure of these public authorities, they may also suffer in poor economic environments.
In addition, there are statutory arrangements providing for State local assistance payments otherwise payable to localities to be made instead to the issuing public authorities in order to secure the payment of debt service on their revenue bonds and notes. However, the State has no obligation to provide additional assistance to localities beyond any amounts that have been appropriated in a given year. Some authorities also receive funds from State appropriations to pay for the operating costs of certain programs.
State Debt. At the end of fiscal year 2020, total State-related debt outstanding was approximately $54.5 billion, equal to approximately 3.9% of New York personal income. State-related debt is a broad measure of State debt that includes general obligation debt, State-guaranteed debt, moral obligation financing and contingent-contractual obligations.
In 2000, the State Legislature passed the Debt Reform Act of 2000 (the “Debt Reform Act”), which allows the issuance of State-supported debt only for capital purposes and limits the maximum term of any such debt to 30 years. The Debt Reform Act also limits the amount of new State-supported debt to 4% of State personal income and new State-supported debt service costs to 5% of all State funds receipts. Once these caps are met, the State is prohibited from issuing any new State-supported debt until such time as the State’s debt is found to be within the applicable limits. For fiscal year 2020, outstanding State-supported debt was below these limits. The fiscal year 2021 enacted budget provides for a one-year suspension of the Debt Reform Act provisions covering all issuances in fiscal year 2021 as part of the State’s response to the COVID-19 pandemic.
As part of its cash management program, the General Fund is generally authorized to borrow resources temporarily from other available funds in the State’s short-term investment pool (“STIP”) for up to four months, or until the end of the fiscal year, whichever period is shorter. The fiscal year 2021 enacted budget amended the statute to permit the borrowings until the end of the fiscal year. The amount of resources that can be borrowed by the General Fund is limited to the available balances in STIP, as determined by the State Comptroller.
Localities. In the past, slow economic growth and reduced State spending have increased the fiscal pressure on municipal issuers in the State, though such impacts have had wide variability. Local governments derive revenues from sales tax, real property tax, transfer tax and fees relating to real property transactions. Revenue losses caused by a slower real estate market and declining real property value, among other reasons, could make it difficult for local governments to address their various economic, social and health care obligations.
New York City. The fiscal demands on the State may be affected by the fiscal condition of New York City, which relies on State aid to balance its budget and meet its cash requirements. It is also possible that the State’s finances may be affected by the ability of the City, and certain entities issuing debt for the benefit of the City, to market securities successfully in the public credit markets. Conversely, the City’s finances, and thus its ability to market its securities successfully, could be negatively affected by delays or reductions in projected State aid. In addition, the City is the recipient of certain federal grants that, if reduced or delayed, could negatively affect the City’s finances. Further, the City, like the State, may be party to litigation that may be resolved in a manner that negatively affects the City’s finances. As of December 2019, New York City’s total outstanding debt is projected to be approximately $81.4 billion at the end of fiscal year 2019 and increase to $101.94 billion by the end of fiscal year 2023. Moreover, the percentage of total debt outstanding as a percentage of total New York City personal income was as of December 2019 projected to average about 13.98% in fiscal year 2019 before increasing to 15.0% in fiscal year 2023.
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Other Localities. Certain localities outside New York City have experienced financial problems and have requested and received additional State assistance in the past. The State has periodically enacted legislation to create oversight boards in order to address deteriorating fiscal conditions within a locality. The potential impact on the State of any future requests by localities for additional oversight or financial assistance is not included in the projections of the State’s receipts and disbursements for the State’s budget.
Like the State, local governments must respond to changing political, economic and financial influences over which they have little or no control. Such changes may adversely affect the financial condition of certain local governments. For example, the State or federal government may reduce (or in some cases eliminate) funding of some local programs or disallow certain claims which, in turn, may require local governments to fund these expenditures from their own resources. The loss of federal funding, recent State aide trends, new constraints for certain localities on raising property tax revenue and significant upfront costs for some communities affected by natural disasters, among other things, may have an impact on the fiscal condition of local governments and school districts in the State.
Localities may also face unanticipated problems resulting from certain pending litigation, judicial decisions and long-term economic trends. Other large-scale potential problems, such as declining urban populations, declines in the real property tax base, increasing pension, health care and other fixed costs and the loss of skilled manufacturing jobs, may also adversely affect localities and necessitate State assistance.
Ultimately, localities as well as local public authorities may suffer serious financial difficulties that could jeopardize local access to the public credit markets, which may adversely affect the marketability of notes and bonds issued by localities within the State. As a result, one or more of these localities could file for bankruptcy protection under Chapter 9 of the U.S. Bankruptcy Code in the future.
State-Federal Fiscal Relations. New York receives substantial federal aid for various governmental purposes, including, among other things, to support state-level health care, education and transportation initiatives. There can be no assurance that such financial assistance from the federal government will continue in the future, including federal funding relating to COVID-19 relief. In February 2018, the federal government approved a ten-year extension of federal funding for the Children’s Health Insurance Program (CHIP) with reductions scheduled to decrease the amount of federal funding to the historic rate of 65% in fiscal year 2021. This change to the State’s proportion of cost sharing under CHIP will result in the substantial reduction of federal funding to the State. On February 21, 2020, the federal government denied the State’s request for a renewal and extension for the Federal Delivery System Reform Incentive Payment Program, which could have a multi-billion dollar impact in federal funding. The State continues to engage with the federal government to revisit the decision. In addition, the federal government may enact other budgetary changes or take other actions that could adversely affect New York’s finances.
Tax Cuts and Jobs Act. In December 2017, the federal government enacted the Tax Cuts and Jobs Act which made significant changes to the U.S. federal income tax laws governing the taxation of individuals and corporations, including establishing caps on mortgage interest and state and local tax deductions. The cap on mortgage interest deductions may reduce demand for real estate and properties located in high-cost areas, which could result in a reduction in property values and could negatively affect local tax revenues as property taxes are a primary source of revenue for municipalities. The cap on state and local tax deductions could influence the migration of people into and out of the State and cause higher-earning residents to move to states with lower tax rates, which could negatively impact State and local revenues. The impact that these changes to the federal tax laws will have on the State’s economy and State and local revenues is unknown and will emerge over time.
Municipal Downgrades and Bankruptcies. Municipal bonds may be more susceptible to being downgraded, and issuers of municipal bonds may be more susceptible to default and bankruptcy, during recessions or similar periods of economic stress. Factors contributing to the economic stress on municipalities may include lower property tax collections as a result of lower home values, lower sales tax revenue as a result of consumers cutting back from spending and lower income tax revenue as a result of a high unemployment rate. In addition, as certain municipal obligations may be secured or guaranteed by banks and other institutions, the risk to a Fund could increase if the banking or financial sector suffers an economic downturn and/or if the credit ratings of the institutions issuing the guarantee are downgraded or at risk of being downgraded by a national rating organization. Such a downward revision or risk of being downgraded may have an adverse effect on the market prices of the bonds and thus the value of a Fund’s investments.
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Downgrades of certain municipal securities insurers have in the past negatively impacted the price of certain insured municipal securities. Given the large number of potential claims against municipal securities insurers, there is a risk that they will be unable to meet all future claims. In the past, certain municipal issuers either have been unable to issue bonds or access the market to sell their issues or, if able to access the market, have issued bonds at much higher rates, which may reduce revenues available for municipal issuers to pay existing obligations. Should the State or municipalities fail to sell bonds when and at the rates projected, the State could experience significantly increased costs in the General Fund and a weakened overall cash position in the current fiscal year.
Further, an insolvent municipality may file for bankruptcy. For example, Chapter 9 of the Bankruptcy Code provides a financially distressed municipality protection from its creditors while it develops and negotiates a plan for reorganizing its debts. “Municipality” is defined broadly by the Bankruptcy Code as a “political subdivision or public agency or instrumentality of a state” and may include various issuers of securities in which a Fund invests
The reorganization of a municipality’s debts may be accomplished by extending debt maturities, reducing the amount of principal or interest, refinancing the debt or other measures, which may significantly affect the rights of creditors and the value of the securities issued by the municipality. Because a Fund’s performance depends, in part, on the ability of issuers to make principal and interest payments on their debt, any actions to avoid making these payments could reduce a Fund’s returns.
Litigation. The State and its officers and employees are parties to numerous legal proceedings, many of which normally occur in government operations. In addition, the State is involved in certain other legal proceedings (described in the State’s official statements) that, if decided against the State, might require the State to make significant future expenditures or substantially impair future revenue sources. Because of the prospective nature of these proceedings, this document does not attempt to predict the outcome of such litigation, estimate the potential impact on the ability of the State to pay debt service costs on its obligations, or determine what impact, if any, such proceedings may have on a Fund’s investments.
Bond Ratings. As of June 8, 2020, New York’s general obligation debt was assigned a rating of Aa1 by Moody’s and AA+ by both S&P and Fitch. These ratings reflect only the views of the respective rating agency, an explanation of which may be obtained from each such rating agency. There is no assurance that these ratings will continue for any given period of time or that they will not be revised or withdrawn entirely by the rating agency if, in the judgment of such rating agency, circumstances so warrant. A downward revision or withdrawal of any such rating may have an adverse effect on the market prices of the securities issued by the State, its municipalities, and their political subdivisions, instrumentalities and authorities.
DIVERSIFICATION
JPMT I, JPMT II and JPMT IV are each a registered open-end management investment company. Each of the Funds is a diversified series of JPMT I, JPMT II or JPMT IV, as defined under the 1940 Act. However, the diversification requirements for the Money Market Funds under Rule 2a-7 of the 1940 Act are more restrictive than the diversification requirements for funds generally.
For a more complete discussion, see the “Diversification” section in Part II of this SAI.
QUALITY DESCRIPTION
Under normal conditions, the 100% U.S. Treasury Securities Money Market Fund and U.S Treasury Plus Money Market Fund invest exclusively in U.S Treasury bills, notes and other U.S Treasury obligations issued or guaranteed by the U.S. government. Some of the securities held by the U.S. Treasury Plus Money Market Fund, however, may be subject to repurchase agreements collateralized by such obligations.
Under normal conditions, the U.S Government Money Market Fund invests exclusively in securities issued or guaranteed by the U.S. government, its agencies or instrumentalities or GSEs, some of which may be subject to repurchase agreements fully collateralized by securities issued by the U.S. government, its agencies or instrumentalities or GSEs. Under normal conditions, the Federal Money Market Fund invests exclusively in obligations of the U.S. Treasury, including Treasury bills, bonds and notes and debt securities that certain U.S. government agencies, instrumentalities or GSEs have either issued or guaranteed as to principal and interest.
At the time each of the Institutional Tax Free Money Market Fund, Prime Money Market Fund, Securities Lending Money Market Fund, California Municipal Money Market Fund, New York Municipal Money Market Fund or Tax Free Money Market Fund or any JPMT II Fund (except the U.S. Treasury Plus
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Money Market Fund and U.S. Government Money Market Fund, which only invest as described above) acquires its investments, the investments will be rated (or issued by an issuer that is rated with respect to a comparable class of short-term debt obligations) in one of the two highest rating categories for short-term debt obligations assigned by at least two of Standard & Poor’s Corporation, Moody’s Investors Service, Inc. and Fitch Ratings (or one of these rating organizations if the obligation was rated by only one such organization). These high quality securities are divided into “first tier” and “second tier” securities. First tier securities have received the highest rating from at least two of Standard & Poor’s Corporation, Moody’s Investors Service, Inc. and Fitch Ratings (or one of these rating organizations, if only one has rated the security). Second tier securities have received ratings within the two highest categories from at least two of Standard & Poor’s Corporation, Moody’s Investors Service, Inc. and Fitch Ratings (or one, if only one has rated the security), but do not qualify as first tier securities. Each of these Funds may also purchase obligations that are not rated by Standard & Poor’s Corporation, Moody’s Investors Service, Inc. or Fitch Ratings, but are determined by the Adviser, based on procedures adopted by the Trustees, to be of comparable quality to those rated first or second tier securities.
Commercial Paper Ratings
The Institutional Tax Free Money Market Fund, Prime Money Market Fund, Securities Lending Money Market Fund, Tax Free Money Market Fund and JPMT II Funds (except the U.S. Treasury Plus Money Market Fund and the U.S. Government Money Market Fund which do not purchase commercial paper) only purchase commercial paper consisting of issues rated at the time of purchase in the highest or second highest rating category by at least one of Standard & Poor’s Corporation, Moody’s Investors Service, Inc. and Fitch Ratings (such as A-2 or better by S&P, Prime-2 or better by Moody’s or F2 or better by Fitch), or, if unrated by these rating organizations, determined by JPMIM to be of comparable quality.
For the Institutional Tax Free Money Market Fund, Prime Money Market Fund, Securities Lending Money Market Fund, Tax Free Money Market Fund and any JPMT II Money Market Fund, under the guidelines adopted by the Board of Trustees and in accordance with Rule 2a-7 under the 1940 Act, JPMIM may be required to promptly dispose of an obligation held in a Fund’s portfolio in the event of certain developments that indicate a diminishment of the instrument’s credit quality, such as where Standard & Poor’s Corporation, Moody’s Investors Service, Inc. or Fitch Ratings downgrades an obligation below the second highest rating category, or in the event of a default relating to the financial condition of the issuer. Repurchase agreements may be entered into with brokers, dealers, banks or other entities that meet the Adviser’s credit guidelines, including the Federal Reserve Bank of New York.
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TRUSTEES
Standing Committees
There are six standing committees of the Board of Trustees: the Audit and Valuation Committee, the Compliance Committee, the Governance Committee, the Equity Committee, the Fixed Income Committee and the Money Market and Alternative Products Committee. The following table shows how often each Committee met during the fiscal year ended February 29, 2020:
Committee   Fiscal Year Ended
February 29, 2020
Audit and Valuation Committee   4
Compliance Committee   4
Governance Committee   4
Equity Committee   5
Fixed Income Committee   6
Money Market and Alternative Products Committee   7
For a more complete discussion, see the “Trustees” section in Part II of this SAI.
Ownership of Securities
The following table shows the dollar range of each Trustee’s beneficial ownership of equity securities in the Funds and each Trustee’s aggregate dollar range of ownership in the J.P. Morgan Funds that the Trustee (each of whom is an Independent Trustee) oversees in the Family of Investment Companies as of December 31, 2019:
Name of Trustee   Ownership of
100% U.S.
Treasury
Securities
Money
Market Fund
  Ownership of
California
Municipal
Money Market
Fund
  Ownership of
Federal
Money
Market Fund
  Ownership of
Institutional
Tax Free
Money Market
Fund
  Ownership of
Liquid
Assets
Money
Market Fund
Independent Trustees                    
John F. Finn   None   None   None   None   None
Stephen P. Fisher   None   None   None   None   Over
$100,000
Kathleen M. Gallagher   None   None   None   None   None
Dennis P. Harrington   None   None   None   None   None
Frankie D. Hughes   None   None   None   None   Over
$100,000
Raymond Kanner   None   None   None   None   None
Peter C. Marshall   None   None   None   None   None
Mary E. Martinez   None   None   None   None   None
Marilyn McCoy   None   None   None   None   None
Mitchell M. Merin   None   None   None   None   None
Dr. Robert A. Oden, Jr.   None   None   None   None   None
Marian U. Pardo   None   None   None   None   None
    
Name of Trustee   Ownership of
Municipal
Money
Market
Fund
  Ownership of
New York
Municipal
Money
Market
Fund
  Ownership of
Prime Money
Market
Fund
  Ownership of
Securities
Lending
Money
Market
Fund
  Ownership of
Tax Free
Money
Market
Fund
Independent Trustees                    
John F. Finn   None   None   None   None   None
Stephen P. Fisher   None   None   None   None   None
Kathleen M. Gallagher   None   None   Over
$100,000
  None   None
Dennis P. Harrington   None   None   None   None   None
Frankie D. Hughes   None   None   None   None   None
Raymond Kanner   None   None   None   None   None
Peter C. Marshall   None   None   None   None   None
Mary E. Martinez   None   None   None   None   None
Marilyn McCoy   None   None   None   None   None
Mitchell M. Merin   None   None   None   None   None
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Name of Trustee   Ownership of
Municipal
Money
Market
Fund
  Ownership of
New York
Municipal
Money
Market
Fund
  Ownership of
Prime Money
Market
Fund
  Ownership of
Securities
Lending
Money
Market
Fund
  Ownership of
Tax Free
Money
Market
Fund
Dr. Robert A. Oden, Jr.   None   None   None   None   None
Marian U. Pardo   None   None   None   None   None
    
Name of Trustee   Ownership of
U.S.
Government
Money
Market
Fund
  Ownership of
U.S. Treasury
Plus Money
Market
Fund
  Aggregate
Dollar Range
of Equity
Securities
in all
Registered
Investment
Companies
Overseen by the
Trustee in
Family of
Investment
Companies1,2
Independent Trustees            
John F. Finn   None   None   Over $100,000
Stephen P. Fisher   None   None   Over $100,000
Kathleen M. Gallagher   None   None   Over $100,000
Dennis P. Harrington   Over $100,000   None   Over $100,000
Frankie D. Hughes   None   None   Over $100,000
Raymond Kanner   None   None   Over $100,000
Peter C. Marshall   None   None   Over $100,000
Mary E. Martinez   None   None   Over $100,000
Marilyn McCoy   None   None   Over $100,000
Mitchell M. Merin   None   None   Over $100,000
Dr. Robert A. Oden, Jr.   None   None   Over $100,000
Marian U. Pardo   $1-$10,000   None   Over $100,000
1 A Family of Investment Companies means any two or more registered investment companies that share the same investment adviser or principal underwriter and hold themselves out to investors as related companies for purposes of investment and investor services. The Family of Investment Companies for which the Board of Trustees currently serves includes ten registered investment companies (126 J.P. Morgan Funds).
2 For Mses. Gallagher and McCoy and Messrs. Finn, Fisher, Harrington, Kanner, Marshall and Oden, these amounts include deferred compensation balances, as of 12/31/19, through participation in the J.P. Morgan Funds’ Deferred Compensation Plan for Eligible Trustees. For a more complete discussion, see the “Trustee Compensation” section in Part II of this SAI.
As of December 31, 2019, none of the Independent Trustees or their immediate family members owned securities of the Adviser or JPMorgan Distribution Services, Inc. (“JPMDS” or the “Distributor”), the Funds’ distributor, or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Adviser or JPMDS.
Trustee Compensation
For the year ended December 31, 2019, the Funds of the J.P. Morgan Funds Complex overseen by the Trustees paid each Trustee an annual base fee of $375,000 (with the new Trustees receiving a pro rata portion of the base fee depending on when each became a Trustee). Effective January 1, 2020, the Funds of the J.P. Morgan Funds Complex overseen by the Trustees pay each Trustee an annual base fee of $395,000. Committee chairs who are not already receiving an additional fee are each paid $50,000 annually in addition to their base fee. In addition to the base fee, the Funds pay the Chairman $225,000 annually and reimburse expenses of the Chairman in the amount of $4,000 per month. The Chairman receives no additional compensation for service as committee chair.
Trustee aggregate compensation paid by each Fund and the J.P. Morgan Funds Complex for the calendar year ended December 31, 2019, is set forth below:
Name of Trustee   Institutional
Tax Free
Money Market
Fund
  Prime
Money Market
Fund
  Securities Lending
Money
Market
Fund
  100% U.S.
Treasury
Securities
Money
Market Fund
  Federal
Money
Market Fund
Independent Trustees                    
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Name of Trustee   Institutional
Tax Free
Money Market
Fund
  Prime
Money Market
Fund
  Securities Lending
Money
Market
Fund
  100% U.S.
Treasury
Securities
Money
Market Fund
  Federal
Money
Market Fund
John F. Finn   $2,149   $18,786   $2,704   $15,632   $2,660
Stephen P. Fisher   2,084   15,039   2,479   11,687   2,447
Kathleen M. Gallagher   2,084   15,039   2,479   11,687   2,447
Dr. Matthew Goldstein4   2,377   31,900   3,489   29,440   3,405
Dennis P. Harrington   2,149   18,786   2,704   15,632   2,660
Frankie D. Hughes   2,084   15,039   2,479   11,687   2,447
Raymond Kanner   2,084   15,039   2,479   11,687   2,447
Peter C. Marshall   2,084   15,039   2,479   11,687   2,447
Mary E. Martinez   2,149   18,786   2,704   15,632   2,660
Marilyn McCoy   2,084   15,039   2,479   11,687   2,447
Mitchell M. Merin   2,149   18,786   2,704   15,632   2,660
Dr. Robert A. Oden, Jr.   2,084   15,039   2,479   11,687   2,447
Marian U. Pardo   2,149   18,786   2,704   15,632   2,660
    
Name of Trustee   U.S.
Government
Money
Market
Fund
  U.S.
Treasury
Plus Money
Market Fund
  California
Municipal
Money Market
Fund
  Liquid
Assets
Money Market
Fund
  Municipal
Money Market
Fund
Independent Trustees                    
John F. Finn   $38,754   $ 9,588   $2,051   $3,525   $2,655
Stephen P. Fisher   28,139   7,378   2,014   3,065   2,443
Kathleen M. Gallagher   28,139   7,378   2,014   3,065   2,443
Dr. Matthew Goldstein4   75,905   17,320   2,179   5,136   3,394
Dennis P. Harrington   38,754   9,588   2,051   3,525   2,655
Frankie D. Hughes   28,139   7,378   2,014   3,065   2,443
Raymond Kanner   28,139   7,378   2,014   3,065   2,443
Peter C. Marshall   28,139   7,378   2,014   3,065   2,443
Mary E. Martinez   38,754   9,588   2,051   3,525   2,655
Marilyn McCoy   28,139   7,378   2,014   3,065   2,443
Mitchell M. Merin   38,754   9,588   2,051   3,525   2,655
Dr. Robert A. Oden, Jr.   28,139   7,378   2,014   3,065   2,443
Marian U. Pardo   38,754   9,588   2,051   3,525   2,655
    
Name of Trustee   New York
Municipal
Money
Market Fund
  Tax Free
Money Market
Fund
  Total
Compensation
Paid From
Fund
Complex1
Independent Trustees            
John F. Finn   $2,334   $5,799   $425,000
Stephen P. Fisher   2,216   4,680   375,000 2
Kathleen M. Gallagher   2,216   4,679   375,000 3
Dr. Matthew Goldstein4   2,747   9,715   600,000
Dennis P. Harrington   2,334   5,799   425,000 5
Frankie D. Hughes   2,216   4,680   375,000
Raymond Kanner   2,216   4,680   375,000 2
Peter C. Marshall   2,216   4,679   375,000 3
Mary E. Martinez   2,334   5,799   425,000
Marilyn McCoy   2,216   4,680   375,000 2
Mitchell M. Merin   2,334   5,799   425,000
Dr. Robert A. Oden, Jr.   2,216   4,680   375,000
Marian U. Pardo   2,334   5,799   425,000
1 A Fund Complex means two or more registered investment companies that (i) hold themselves out to investors as related companies for purposes of investment and investor services or (ii) have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. The J.P. Morgan Funds Complex for which the Board of Trustees currently serves includes ten registered investment companies (126 Funds).
2 Includes $375,000 of Deferred Compensation.
3 Includes $112,500 of Deferred Compensation.
4 Dr. Goldstein retired as a Trustee of the Trusts, effective 12/31/19.
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5 Includes $425,000 of Deferred Compensation.
For a more complete discussion, see the “Trustee Compensation” section in Part II of this SAI.
INVESTMENT ADVISER
Investment Advisory Fees
For the fiscal periods indicated, the Funds paid the following investment advisory fees to JPMIM, and JPMIM waived investment advisory fees (amounts waived are in parentheses) (amounts in thousands):
    Fiscal Year Ended
    February 28, 2018   February 28, 2019   February 29, 2020
Fund   Paid   Waived   Paid   Waived   Paid   Waived
Institutional Tax Free Money Market Fund1   N/A   N/A   $ 320   $ (150)   $ 660   $ (123)
Prime Money Market Fund   $ 28,448   $ (77)   33,564   (36)   44,461   (34)
Securities Lending Money Market Fund2   N/A   N/A   15   (471)   763   (1,977)
100% U.S. Treasury Securities Money Market Fund   21,778   (1,167)   30,357   (2,277)   47,779   (38)
Federal Money Market Fund   1,928   (534)   2,227   (330)   2,137   (95)
U.S. Government Money Market Fund   114,214   (60)   112,361   (124)   120,517   (95)
U.S. Treasury Plus Money Market Fund   17,434   (45)   21,630   (21)   23,804   (18)
California Municipal Money Market Fund   67   (180)   155   (152)   287   (155)
Liquid Assets Money Market Fund   772   (261)   2,091   (393)   6,242   (122)
Municipal Money Market Fund   1,034   (540)   1,857   (557)   1,460   (629)
New York Municipal Money Market Fund   241   (173)   495   (171)   1,563   (162)
Tax Free Money Market Fund   11,664   (847)   12,457   (755)   11,172  
1 The Fund commenced operations on 3/1/18.
2 The Fund commenced operations on 9/19/18.
For a more complete discussion, see the “Investment Advisers and Sub-Advisers” section in Part II of this SAI.
ADMINISTRATOR
Administrator Fees
The table below sets forth the administration services fees paid by the Funds to JPMIM (the amounts voluntarily waived are in parentheses) for the fiscal years indicated (amounts in thousands):
    Fiscal Year Ended
    February 28, 2018   February 28, 2019   February 29, 2020
Fund   Paid   Waived   Paid   Waived   Paid   Waived
Institutional Tax Free Money Market Fund1   N/A   N/A   $ 283   $ (104)   $ 480   $ (82)
Prime Money Market Fund   $24,900   $ (44)   28,121     31,966  
Securities Lending Money Market Fund2   N/A   N/A   39   (342)   654   (1,318)
100% U.S. Treasury Securities Money Market Fund   19,292   (770)   25,759   (1,499)   34,359  
Federal Money Market Fund   1,798   (356)   1,918   (221)   1,547   (63)
U.S. Government Money Market Fund   99,964     94,339     86,774  
U.S. Treasury Plus Money Market Fund   15,262   (24)   18,087     17,155  
California Municipal Money Market Fund   96   (120)   155   (101)   215   (103)
Liquid Assets Money Market Fund   728   (174)   1,799   (261)   4,478   (78)
Municipal Money Market Fund   985   (391)   1,651   (370)   1,092   (419)
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    Fiscal Year Ended
    February 28, 2018   February 28, 2019   February 29, 2020
Fund   Paid   Waived   Paid   Waived   Paid   Waived
New York Municipal Money Market Fund   $ 246   $(116)   $ 442   $ (114)   $ 1,129   $ (106)
Tax Free Money Market Fund   10,375   (566)   10,565   (503)   8,071  
1 The Fund commenced operations on 3/1/18.
2 The Fund commenced operations on 9/19/18.
For a more complete discussion, see the “Administrator” section in Part II of this SAI.
FUND ACCOUNTING AGENT
Fund Accounting Fees
The table below sets forth the fund accounting fees paid by the Funds to JPMorgan Chase Bank, N.A. for the fiscal years indicated (amounts in thousands):
    Fiscal Year Ended
Fund   February 28, 2018   February 28, 2019   February 29, 2020
Institutional Tax Free Money Market Fund1   N/A   $ 112   $ 111
Prime Money Market Fund   $ 71   630   774
Securities Lending Money Market Fund2   N/A   54   138
100% U.S. Treasury Securities Money Market Fund   541   541   757
Federal Money Market Fund   85   61   54
U.S. Government Money Market Fund   2,416   1,434   1,431
U.S. Treasury Plus Money Market Fund   451   365   387
California Municipal Money Market Fund   50   35   36
Liquid Assets Money Market Fund   —*   67   124
Municipal Money Market Fund   74   60   51
New York Municipal Money Market Fund   56   35   49
Tax Free Money Market Fund   357   225   186
* Amount rounds to less than $500.
1 The Fund commenced operations on 3/1/18.
2 The Fund commenced operations on 9/19/18.
For more information, see the “Custody and Fund Accounting Fees and Expenses” section in Part II of this SAI.
SECURITIES LENDING ACTIVITIES
The Funds did not engage in securities lending during the fiscal year ended February 29, 2020. To the extent that a Fund engages in securities lending during the current fiscal year, information concerning the amounts of income and fees/compensation related to securities lending activities will be included in the SAI in the Funds' next annual update to its registration statement.
For more information, see the “Securities Lending Agent” section in Part II of this SAI.
DISTRIBUTOR
Compensation Paid to JPMDS
The following table describes the compensation paid to the principal underwriter, JPMDS, for the fiscal year ended February 29, 2020 (amounts rounded to the nearest dollar).
Fund   Total Underwriting
Discounts and
Commissions
  Compensation on
Redemptions and
Repurchases
  Brokerage
Commissions
  Other
Compensation*
100% U.S. Treasury Securities Money Market Fund   $—   $   $—   $ 7,119,124
California Municipal Money Market Fund     40     416,057
Federal Money Market Fund     250     34,859
Institutional Tax Free Money Market Fund        
Liquid Assets Money Market Fund     13,204     558,630
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Fund   Total Underwriting
Discounts and
Commissions
  Compensation on
Redemptions and
Repurchases
  Brokerage
Commissions
  Other
Compensation*
Municipal Money Market Fund   $—   $   $—   $ 1,290,029
New York Municipal Money Market Fund         258,754
Prime Money Market Fund         35,927
Securities Lending Money Market Fund        
Tax Free Money Market Fund         4,353,808
U.S. Government Money Market Fund     2,405     16,690,293
U.S. Treasury Plus Money Market Fund     6,355     3,135,556
* Fees paid by the Fund pursuant to Rule 12b-1 are provided in the “Distribution Fees” section below.
The following table sets forth the aggregate amount of underwriting commissions retained by JPMDS from the Funds with respect to the fiscal periods, as indicated below:
Fund   Fiscal Period Ended February 28,
2018   2019   2020
Prime Money Market Fund   $   $—   $—
Liquid Assets Money Market Fund      
U.S. Government Money Market Fund   38    
U.S. Treasury Plus Money Market Fund      
Federal Money Market Fund      
100% U.S. Treasury Securities Money Market Fund      
Tax Free Money Market Fund      
Municipal Money Market Fund      
California Municipal Money Market Fund      
New York Municipal Money Market Fund      
Institutional Tax Free Money Market Fund   N/A*    
Securities Lending Money Market Fund   N/A**    
* The Fund commenced operations on 3/1/18.
** The Fund commenced operations on 9/19/18.
For a more complete discussion, see the “Distributor” section in Part II of this SAI.
Distribution Fees
The table below sets forth the Rule 12b-1 fees that the Funds paid to JPMDS (waived amounts are in parentheses) with respect to the fiscal periods indicated (amounts in thousands).
    Fiscal Year Ended
    February 28, 2018   February 28, 2019   February 29, 2020
Fund   Paid   Waived   Paid   Waived   Paid   Waived
Prime Money Market Fund
Class C Shares   $ 23   $   $ 12   $   $ 7   $
Reserve Shares   189     55     29  
100% U.S. Treasury Securities Money Market Fund
Morgan Shares   1,291   (3)   1,933     1,984  
Reserve Shares   334   (3)   2,862     5,135  
Federal Money Market Fund
Morgan Shares   40     30     35  
U.S. Government Money Market Fund
Morgan Shares   1,883     1,436     1,902  
Reserve Shares   267   (3)   106     47  
Service Shares   7,691   (1,844)   12,081     10,770  
E*TRADE Class Shares   930   (55)   1,736     1,696  
U.S. Treasury Plus Money Market Fund
Morgan Shares   266     409     773  
Class C Shares   3,286   (318)   2,809     2,347  
Reserve Shares   190   (4)   34     16  
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    Fiscal Year Ended
    February 28, 2018   February 28, 2019   February 29, 2020
Fund   Paid   Waived   Paid   Waived   Paid   Waived
California Municipal Money Market Fund
Morgan Shares   $ 4   $   $ 2   $   $ 3   $
Service Shares   613   (230)   745   (15)   407   (5)
Liquid Assets Money Market Fund
Morgan Shares   158     193     395  
Class C Shares   204     156     154  
Reserve Shares   18     14     10  
Municipal Money Market Fund
Morgan Shares   167     17     22  
Service Shares   1,436   (426)   1,604   (10)   919   (5)
New York Municipal Money Market Fund
Morgan Shares   230     134     119  
Reserve Shares   6   —*   5     4  
Service Shares   242   (83)   243   (2)   121   (1)
Tax Free Money Market Fund
Morgan Shares   12     11     11  
Reserve Shares   5,945   (68)   5,308     4,343  
* Amount rounds to less than $500.
For a more complete discussion, see the “Distribution Plan” section in Part II of this SAI.
SHAREHOLDER SERVICING
Service Fees
Under the Shareholder Servicing Agreement, each Fund has agreed to pay JPMDS, for providing shareholder services and other related services, a fee at the following annual rates (expressed as a percentage of the average daily net assets of Fund shares owned by or for shareholders):
Academy up to 0.05%
Capital up to 0.05%
Institutional Class up to 0.10%
Agency up to 0.15%
Premier, Service, Reserve and  
E *TRADE Class up to 0.30%*
Morgan and Investor up to 0.35%**
Class C up to 0.25%
Agency SL None
IM None
* The amount payable for “service fees”, as defined by the Financial Industry Regulatory Authority (“FINRA”), does not exceed 0.25% of the average annual net assets attributable to these shares. The 0.05% balance of the fees is for shareholder administrative services.
** The amount payable for “service fees” (as defined by FINRA) does not exceed 0.25% of the average annual net assets attributable to these shares. The 0.10% balance of the fees is for shareholder administrative services.
The table below sets forth the fees paid to JPMDS (the amounts voluntarily waived are in parentheses) for the fiscal periods indicated (amounts in thousands).
    Fiscal Year Ended
    February 28, 2018   February 28, 2019   February 29, 2020
Fund   Paid   Waived   Paid   Waived   Paid   Waived
Institutional Tax Free Money Market Fund1
Institutional Class Shares   N/A   N/A   $ 65   $ (68)   $ 143   $ (161)
Capital Class Shares   N/A   N/A   2   (7)   32   (66)
Agency Class Shares   N/A   N/A   9   —*   34   (46)
Part I - 32

Table of Contents
    Fiscal Year Ended
    February 28, 2018   February 28, 2019   February 29, 2020
Fund   Paid   Waived   Paid   Waived   Paid   Waived
Prime Money Market Fund
Capital Shares   $ 5,688   $ (5,912)   $ 5,715   $ (6,875)   $ 8,529   $ (5,770)
Morgan Shares   1,873   (272)   5,119   (158)   9,543