J.P. Morgan U.S. Equity Funds
STATEMENT OF ADDITIONAL INFORMATION — PART I
November 1, 2020, as supplemented November 9, 2020
JPMORGAN TRUST I (“JPMT I”)
Fund Name   A   C   I   L   R2   R3   R4   R5   R6
JPMorgan Diversified Fund (the “Diversified Fund”)   JDVAX   JDVCX   JDVSX   JPDVX                   JDVZX
JPMorgan Equity Focus Fund (the “Equity Focus Fund”)   JPFAX   JPFCX   JPFSX                       JPFRX
JPMorgan Hedged Equity Fund (the “Hedged Equity Fund”)   JHQAX   JHQCX   JHEQX                   JHQPX   JHQRX
JPMorgan Intrepid Growth Fund (the “Intrepid Growth Fund”)   JIGAX   JCICX   JPGSX       JIGZX           JGIRX   JGISX
JPMorgan Intrepid Value Fund (the “Intrepid Value Fund”)   JIVAX   JIVCX   JPIVX       JIVZX           JIVRX   JIVMX
JPMorgan Mid Cap Equity Fund (the “Mid Cap Equity Fund”)   JCMAX   JMCCX   VSNGX       JMCEX           JMEEX   JPPEX
JPMorgan Small Cap Blend Fund (the “Small Cap Blend Fund”)   VSCOX   VSCCX   JDSCX       *       *       *       *       JSCHX
JPMorgan Small Cap Core Fund (the “Small Cap Core Fund”)   VSSBX   VSSRX   VSSWX       JRJUX   JGAUX   JGREX   VSSCX   VSSLX
JPMorgan Small Cap Equity Fund (the “Small Cap Equity Fund”)   VSEAX   JSECX   VSEIX       JSEZX   JSEPX   JSEQX   JSERX   VSENX
JPMorgan U.S. Equity Fund (the “U.S. Equity Fund”)   JUEAX   JUECX   JUESX   JMUEX   JUEZX   JUEPX   JUEQX   JUSRX   JUEMX
JPMorgan U.S. Large Cap Core Plus Fund (the “U.S. Large Cap Core Plus Fund”)   JLCAX   JLPCX   JLPSX       JLPZX           JCPRX   JLPYX
JPMorgan U.S. Research Enhanced Equity Fund (the “U.S. Research Enhanced Equity Fund”)   JDEAX       JDESX                       JDEUX
JPMorgan U.S. Small Company Fund (the “U.S. Small Company Fund”)   JTUAX   JTUCX   JSCSX   JUSSX   JSCZX   JUSPX   JUSQX   JUSYX   JUSMX
JPMorgan U.S. Sustainable Leaders Fund (formerly, JPMorgan Intrepid Sustainable Equity Fund) (the “U.S. Sustainable Leaders Fund”)   JICAX   JICCX   JIISX                       JIIGX
JPMorgan U.S. Value Fund (formerly, JPMorgan Growth and Income Fund) (the “U.S. Value Fund”)   VGRIX   VGICX   VGIIX       VGRTX   JGAVX   JGRUX   VGIFX   VGINX
JPMorgan Value Advantage Fund (the “Value Advantage Fund”)   JVAAX   JVACX   JVASX   JVAIX   JGAQX   JVAPX   JVAQX   JVARX   JVAYX
JPMORGAN TRUST II (“JPMT II”)
Fund Name   A   C   I   L   R2   R3   R4   R5   R6
JPMorgan Equity Income Fund (the “Equity Income Fund”)   OIEIX   OINCX   HLIEX       OIEFX   OIEPX   OIEQX   OIERX   OIEJX
JPMorgan Equity Index Fund (the “Equity Index Fund”)   OGEAX   OEICX   HLEIX                       OGFAX
JPMorgan Large Cap Growth Fund (the “Large Cap Growth Fund”)   OLGAX   OLGCX   SEEGX       JLGZX   JLGPX   JLGQX   JLGRX   JLGMX
JPMorgan Large Cap Value Fund (the “Large Cap Value Fund”)   OLVAX   OLVCX   HLQVX       JLVZX   OLVTX   OLVRX   JLVRX   JLVMX
JPMorgan Market Expansion Enhanced Index Fund (the “Market Expansion Enhanced Index Fund”)   OMEAX   OMECX   PGMIX       JMEZX               OMYGX
JPMorgan Mid Cap Growth Fund (the “Mid Cap Growth Fund”)   OSGIX   OMGCX   HLGEX       JMGZX   JMGPX   JMGQX   JMGFX   JMGMX
JPMorgan Small Cap Growth Fund (the “Small Cap Growth Fund”)   PGSGX   OSGCX   OGGFX   JISGX   JSGZX   JGRQX   JGLYX   JGSVX   JGSMX
JPMorgan Small Cap Value Fund (the “Small Cap Value Fund”)   PSOAX   OSVCX   PSOPX       JSVZX   JSVPX   JSVQX   JSVRX   JSVUX
JPMorgan SMID Cap Equity Fund (formerly, JPMorgan Intrepid Mid Cap Fund) (the “SMID Cap Equity Fund”)   PECAX   ODMCX   WOOPX           WOOOX   WOOQX       WOOSX
JPMORGAN TRUST IV (“JPMT IV”)
Fund Name   A   C   I   L   R2   R3   R4   R5   R6
JPMorgan Equity Premium Income Fund (the “Equity Premium Income Fund”)   JEPAX   JEPCX   JEPIX                                                       JEPSX   JEPRX
J.P. MORGAN MUTUAL FUND INVESTMENT TRUST (“JPMMFIT”)
Fund Name   A   C   I   L   R2   R3   R4   R5   R6
JPMorgan Growth Advantage Fund (the “Growth Advantage Fund”)   VHIAX   JGACX   JGASX                JGRJX   JGTTX   JGTUX   JGVRX   JGVVX
J.P. MORGAN FLEMING MUTUAL FUND GROUP, INC. (“JPMFMFG”)
Fund Name   A   C   I   L   R2   R3   R4   R5   R6
JPMorgan Mid Cap Value Fund (the “Mid Cap Value Fund”)   JAMCX   JCMVX   JMVSX   FLMVX   JMVZX   JMVPX   JMVQX   JMVRX   JMVYX
* An exchange ticker symbol is not available for this share class.
SAI-USEQ-1120-2

(each a “Fund” and collectively, the “Funds” or the “Equity 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 November 1, 2020, as supplemented from time to time (the “Prospectuses”). Additionally, this SAI incorporates by reference the audited financial statements included in the annual Shareholder Reports relating to the Funds dated June 30, 2020 (collectively, “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 additional 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:
J.P. Morgan Funds Services
P.O. Box 219143
Kansas City, MO 64121-9143
1-800-480-4111

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 (except Equity Focus Fund, Hedged Equity Fund, U.S. Large Cap Core Plus Fund, U.S. Research Equity Plus Fund and Value Advantage Fund) 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 J.P. Morgan Funds”). Each of the Predecessor J.P. Morgan Funds (other than Intrepid Growth Fund, U.S. Sustainable Leaders Fund and Intrepid Value Fund) (the “Predecessor Intrepid Funds”) operated as a series of another legal entity prior to reorganizing and redomiciling as series of J.P. Morgan Mutual Fund Series on February 18, 2005.
The Predecessor J.P. Morgan Funds, other than the Predecessor Intrepid Funds, were formerly series of the following business trusts (the “Predecessor JPMorgan Trusts”):
J.P. Morgan Institutional Funds (“JPMIF”)   J.P. Morgan Mutual Fund Select Group (“JPMMFSG”)
JPMorgan Diversified Fund   JPMorgan Mid Cap Equity Fund
JPMorgan U.S. Equity Fund   JPMorgan Small Cap Core Fund
JPMorgan U.S. Research Enhanced Equity Fund    
JPMorgan U.S. Small Company Fund    
    
J.P. Morgan Mutual Fund Group (“JPMMFG”)   J.P. Morgan Mutual Fund Series (“JPMMFS”)
JPMorgan U.S. Value Fund   JPMorgan Intrepid Growth Fund
JPMorgan Small Cap Blend Fund   JPMorgan U.S. Sustainable Leaders Fund
JPMorgan Small Cap Equity Fund   JPMorgan Intrepid Value Fund
Shareholders of each of the Predecessor J.P. Morgan Funds approved an Agreement and Plan of Reorganization and Redomiciliation (“Shell Reorganization Agreements”) between the Predecessor JPMorgan Trusts (other than JPMMFS), on behalf of the Predecessor J.P. Morgan Funds (other than the series of JPMMFS), and JPMMFS, on behalf of its series. Pursuant to the Shell Reorganization Agreements, the Predecessor J.P. Morgan Funds (other than the series of JPMMFS) 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 is a series of JPMT II was formerly a series of One Group Mutual Funds, a Massachusetts business trust which was formed on May 23, 1985. 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) (other than the Growth Advantage Fund and the Mid Cap Value Fund) in this SAI prior to the Closing Date refers to the Predecessor J.P. Morgan Funds or One Group Mutual Funds.
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 Fund, the Trust consists of other series representing separate investment funds (each a “J.P. Morgan Fund”).
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JPMMFIT Historical Information
The Growth Advantage Fund (formerly JPMorgan Mid Cap Growth Fund) is a series of JPMMFIT, an open-end management investment company which was organized as a business trust under the laws of the Commonwealth of Massachusetts, on September 23, 1997. Effective April 30, 2003, the name of JPMMFIT was changed from Mutual Fund Investment Trust to J.P. Morgan Mutual Fund Investment Trust.
JPMFMFG Historical Information
The Mid Cap Value Fund is a series of JPMFMFG, a diversified open-end management investment company which was organized as a Maryland corporation, on August 19, 1997. Effective April 30, 2003, the name of JPMFMFG was changed from Fleming Mutual Fund Group, Inc. to J.P. Morgan Fleming Mutual Fund Group, Inc.
REORGANIZATIONS OF FUNDS. After the close of business on February 18, 2005, certain “Predecessor J.P. Morgan Funds” and One Group Mutual Funds merged with and into the Funds listed below. The following list identifies the target funds and the surviving funds.
Target Funds   Surviving Funds
JPMorgan Equity Income Fund   One Group Equity Income Fund
    (now known as JPMorgan Equity Income Fund)
JPMorgan Equity Growth Fund   One Group Large Cap Growth Fund
    (now known as JPMorgan Large Cap Growth Fund)
JPMorgan Small Cap Growth Fund; JPMorgan U.S.   One Group Small Cap Growth Fund
Small Company Opportunities Fund   (now known as JPMorgan Small Cap Growth Fund)
One Group Balanced Fund   JPMorgan Diversified Fund
One Group Diversified Equity Fund   JPMorgan U.S. Equity Fund
On June 26, 2009, certain J.P. Morgan Funds were involved in reorganizations with other J.P. Morgan Funds as follows:
Acquired Funds   Acquiring Funds
JPMorgan Capital Growth Fund   JPMorgan Mid Cap Growth Fund
JPMorgan Diversified Mid Cap Value Fund   JPMorgan Mid Cap Value Fund
On March 14, 2014, the JPMorgan Mid Cap Core Fund was acquired by the JPMorgan Mid Cap Equity Fund.
On October 27, 2017, the JPMorgan Dynamic Growth Fund (the “Dynamic Growth Fund”) was merged with and into the JPMorgan Large Cap Growth Fund.
Fund Names. As of November 1, 2007, the JPMorgan Intrepid Long/Short Fund changed its name to the JPMorgan Intrepid Plus Fund. As of June 29, 2007, the JPMorgan Dynamic Small Cap Fund changed its name to the JPMorgan Dynamic Small Cap Growth Fund. As of June 1, 2018, the JPMorgan Dynamic Small Cap Growth Fund changed its name to the JPMorgan Small Cap Blend Fund. As of April 30, 2013, the JPMorgan Market Expansion Index Fund changed its name to the JPMorgan Market Expansion Enhanced Index Fund. As of March 31, 2017, the JPMorgan Intrepid Advantage Fund changed its name to the JPMorgan Intrepid Sustainable Equity Fund. As of August 17, 2020, the JPMorgan Intrepid Sustainable Equity Fund changed its name to the JPMorgan U.S. Sustainable Leaders Fund. As of November 1, 2017, the JPMorgan Disciplined Equity Fund changed its name to the JPMorgan U.S. Research Enhanced Equity Fund. As of November 1, 2020, the JPMorgan Growth and Income Fund changed its name to the JPMorgan U.S. Value Fund. As of November 1, 2020, the Fund JPMorgan Intrepid Mid Cap Fund changed its name to the JPMorgan SMID Cap Equity Fund.
Prior to February 19, 2005, certain JPMT I and JPMT II Funds had the following names listed below corresponding to their current names:
Former Name   Current Name
One Group Diversified Mid Cap Fund   JPMorgan SMID Cap Equity Fund*
One Group Equity Income Fund   JPMorgan Equity Income Fund
One Group Equity Index Fund   JPMorgan Equity Index Fund
One Group Large Cap Growth Fund   JPMorgan Large Cap Growth Fund
One Group Large Cap Value Fund   JPMorgan Large Cap Value Fund
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Former Name   Current Name
One Group Market Expansion Index Fund   JPMorgan Market Expansion Enhanced Index Fund**
One Group Mid Cap Growth Fund   JPMorgan Mid Cap Growth Fund***
JPMorgan Intrepid Investor Fund   JPMorgan U.S. Sustainable Leaders Fund****
JPMorgan Trust Small Cap Equity Fund   JPMorgan Small Cap Core Fund
* As of February 19, 2005, the Fund was named the JPMorgan Diversified Mid Cap Fund. The name was changed to the JPMorgan SMID Cap Equity Fund effective July 29, 2005. The name was then changed to JPMorgan SMID Cap Equity Fund effective [ ], 2020.
** As of February 19, 2005, the Fund was named the JPMorgan Market Expansion Index Fund. The name was changed to the JPMorgan Market Expansion Enhanced Index Fund effective April 30, 2013.
*** As of February 19, 2005, the Fund was named the JPMorgan Diversified Mid Cap Growth Fund. The name was changed to the JPMorgan Mid Cap Growth Fund effective June 27, 2009.
**** As of February 19, 2005, the Fund was named JPMorgan Intrepid Contrarian Fund. The name was changed to JPMorgan Intrepid Multi Cap Fund effective April 10, 2006. The name was then changed to JPMorgan Intrepid Advantage Fund effective February 28, 2013. The name was then changed to JPMorgan Intrepid Sustainable Equity effective March 31, 2017. The name was then changed to JPMorgan U.S. Sustainable Leaders Fund effective August 17, 2020.
In addition, effective May 1, 2003, the following Funds of JPMMFSG were renamed with the approval of the Board of Trustees:
Former Name   Name As Of May 1, 2003
J. P. Morgan Select Mid Cap Equity   JPMorgan Mid Cap Equity Fund
J. P. Morgan Select Small Cap Equity Fund   JPMorgan Trust Small Cap Equity Fund*
* As of February 19, 2005, the JPMorgan Trust Small Cap Equity Fund became the JPMorgan Small Cap Core Fund.
Share Classes
Share Classes. Shares in the Funds are generally offered in multiple classes. The following chart shows the share classes offered (or which may be offered in the future) by each of the Funds as of the date of this SAI:
Fund   Class A   Class C   Class I   Class L   Class R2   Class R3   Class R4   Class R5   Class R6   Class T
Diversified Fund   X   X   X   X                   X 1    
Equity Focus Fund   X   X   X                       X 2    
Equity Income Fund   X   X   X       X   X 3   X 3   X   X   X*
Equity Index Fund   X   X   X                       X 4    
Equity Premium Income Fund   X   X   X                   X   X    
Growth Advantage Fund   X   X   X       X 5   X 6   X 6   X   X   X*
Hedged Equity Fund   X   X   X                   X   X   X*
Intrepid Growth Fund   X   X   X       X           X   X 7    
Intrepid Value Fund   X   X   X       X           X   X   X*
Large Cap Growth Fund   X   X   X       X   X 3   X 3   X   X   X*
Large Cap Value Fund   X   X   X       X   X 2   X 2   X   X    
Market Expansion Enhanced Index Fund   X   X   X       X               X 2    
Mid Cap Equity Fund   X   X   X       X           X   X   X*
Mid Cap Growth Fund   X   X   X       X   X 3   X 3   X   X   X*
Mid Cap Value Fund   X   X   X   X   X   X 3   X 3   X 4   X 4   X*
Small Cap Blend Fund   X   X   X       X*   X*   X*   X*   X 8    
Small Cap Core Fund   X 9   X 9   X 10       X 5   X 5   X 5   X 11   X 9    
Small Cap Equity Fund   X   X   X       X   X 3   X 3   X   X 9    
Small Cap Growth Fund   X   X   X   X   X   X 5   X 5   X 4   X   X*
Small Cap Value Fund   X   X   X       X   X 3   X 3   X   X    
SMID Cap Equity Fund   X   X   X           X 3   X 3       X 7    
U.S. Equity Fund   X   X   X   X   X   X 3   X 3   X   X   X*
U.S. Large Cap Core Plus Fund   X   X   X       X           X   X 1   X*
U.S. Research Enhanced Equity Fund   X       X                       X    
U.S. Small Company Fund   X   X   X   X   X   X 3   X 3   X 4   X    
U.S. Sustainable Leaders Fund   X   X   X                       X 12    
U.S. Value Fund   X   X   X       X 7   X 5   X 5   X 7   X 7    
Value Advantage Fund   X   X   X   X   X 5   X 4   X 4   X 4   X 4   X*
* The share class is not currently offered to the public.
1 Class R6 Shares of the Diversified Fund and U.S. Large Cap Core Plus Fund were first offered as of 11/1/17.
2 Class R6 Shares of the Equity Focus Fund and Market Expansion Enhanced Index Fund, as well as Class R3 and Class R4 Shares of the Large Cap Value Fund were first offered as of 10/1/18.
3 Class R3 and Class R4 Shares of the Equity Income Fund, SMID Cap Equity Fund, Large Cap Growth Fund, Mid Cap Growth Fund, Mid Cap Value Fund, Small Cap Equity Fund, Small Cap Value Fund, U.S. Equity Fund and U.S. Small Company Fund were first offered as of 9/9/16.
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4 Class R6 Shares of Equity Index Fund were first offered as of 9/1/16, Class R6 Shares of Mid Cap Value Fund and Value Advantage, as well as Class R5 Shares of Mid Cap Value Fund, Small Cap Growth Fund, U.S. Small Company Fund and Value Advantage Fund, as well as Class R3 and Class R4 Shares of Value Advantage Fund were first offered as of 9/9/16.
5 Class R2 Shares of Growth Advantage Fund, Small Cap Core Fund and Value Advantage Fund, as well as Class R3 and Class R4 Shares of U.S. Value Fund, Small Cap Core Fund and Small Cap Growth Fund were first offered as of 7/31/17.
6 Class R3 and Class R4 Shares of Growth Advantage Fund were first offered as of 5/31/17.
7 Class R6 Shares of the Intrepid Growth Fund and SMID Cap Equity Fund, as well as Class R2, Class R5 and Class R6 Shares of the U.S. Value Fund were first offered as of 11/2/15.
8 Class R6 Shares of the Small Cap Blend Fund were first offered as of 7/2/18.
9 Class A and Class C Shares of Small Cap Core Fund, as well as Class R6 Shares of Small Cap Core Fund and Small Cap Equity Fund were first offered as of 5/31/16.
10 Class I Shares of Small Cap Core Fund were first offered as of 12/31/16.
11 Until 9/15/16, Class R5 Shares were known as Select Class Shares for Small Cap Core Fund.
12 Class R6 Shares of U.S. Sustainable Leaders Fund were first offered as of [xx/xx/20].
All share classes of the Small Cap Equity Fund; Class A Shares of U.S. Research Enhanced Equity Fund; and Class L Shares of any applicable Fund are not available for purchase by new investors except as described in the Funds’ Prospectuses.
The shares of the Funds are collectively referred to in this SAI as the “Shares.”
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, JPMMFIT, JPMFMFG and Undiscovered Managers Funds (“UMF”) (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 Trust 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
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policies of a Fund (including its investment objective) are non-fundamental, unless otherwise designated in the Fund’s Prospectuses or herein, and may be changed by the Trustees of the Fund without shareholder approval. For purposes of this SAI, the Securities Act of 1933 is defined herein as the “1933 Act” or the “Securities Act.”
Except for each of the restrictions on borrowings set forth below in each set of Fundamental Investment policies, the percentage limitations contained in the policies below apply at the time of purchase of the securities. If a percentage or rating policy 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. 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. With respect to each fundamental investment policy regarding borrowing, 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 the 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 the Fund follows applicable law, including, but not limited to, maintaining adequate cover and segregation of assets. 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.
For purposes of the fundamental investment policies regarding industry concentration, “to concentrate” generally means to invest more than 25% of the Fund’s total assets, taken at market value at the time of investment. For Equity Premium Income Fund this 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. For purposes of the fundamental investment policy 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. 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,” to the extent such term is applicable, means a group of related industries, as determined in good faith by the Adviser, based on published classifications or other sources.
Shareholders of the Growth Advantage Fund, the U.S. Value Fund, the Mid Cap Equity Fund, the Small Cap Blend Fund, the Small Cap Core Fund and the Small Cap Equity Fund must be given at least 30 days’ prior written notice of any change in such Fund’s investment objectives.
In addition, each of the Funds, except the Diversified Fund, Growth Advantage Fund and Value Advantage Fund has an 80% investment policy which is described in such Fund’s Prospectuses. In calculating assets for purposes of each Fund’s 80% investment policy, assets are net assets plus the amount of any borrowings. This policy may be changed by the Board of Trustees without shareholder approval. However, each Fund will provide shareholders with written notice at least 60 days prior to a change in its 80% investment policy.
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Investment Policies of Funds that Are Series of JPMT I, JPMIT IV, JPMFMFG and JPMMFIT
Investment Policies of the Equity Focus Fund and the Hedged Equity Fund
Fundamental Investment Policies. Each of the Funds:
(1) May not purchase any security which would cause the 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. This restriction does not apply to investments in securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities, or repurchase agreements secured thereby, and futures and options transactions issued or guaranteed by the U.S. government or any of its agencies or instrumentalities;
(2) May not issue senior securities, except as permitted under the 1940 Act or any rule, order or interpretation thereunder;
(3) May not borrow money, except to the extent permitted by applicable law;
(4) May not underwrite securities of other issuers, except to the extent that the Fund may be deemed an underwriter under certain securities laws in the disposition of “restricted securities”;
(5) May not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in securities issued by companies in an industry or group of industries in the real estate sector;
(6) May not purchase or sell commodities or commodity contracts except as may be permitted by the 1940 Act or unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent the Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments including derivatives related to physical commodities; and
(7) May make loans to other persons, in accordance with the Fund’s investment objective and policies and to the extent permitted by applicable law.
(8) In the case of the Hedged Equity Fund, may not make any investment inconsistent with its classification as a diversified investment company under the 1940 Act.
For the purposes of investment restriction (5) above, real estate includes real estate limited partnerships.
Non-Fundamental Investment Policies.
(1) Each of the Funds may not acquire securities of other investment companies, except as permitted by the 1940 Act or any order pursuant thereto; and
(2) Each of the Funds may not acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
Investment Policies of the Equity Premium Income Fund
Fundamental Investment Policies. The Fund:
(1) May not purchase any security which would cause the 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 1940 Act or any applicable law, rule, order or interpretation;
(2) May issue senior securities, to the extent permitted by the 1940 Act or any applicable law, rule, order or interpretation;
(3) May borrow money to the extent permitted by the 1940 Act or any applicable law, rule, order or interpretation;
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(4) May not underwrite the securities of other issuers, except to the extent that the Fund, may be deemed an underwriter under certain securities laws in disposing of portfolio securities or in connection with investments in other investment companies;
(5) May purchase or sell real estate or any interest therein (such as securities or instruments backed by or related to real estate) to the extent permitted by the 1940 Act or any applicable law, rule, order or interpretation;
(6) May purchase and sell commodities to the extent permitted by the 1940 Act or any applicable law, rule, order or interpretation;
(7) May make loans to the extent permitted by the 1940 Act or any applicable law, rule, order or interpretation; and
(8) May not make any investment inconsistent with its classification as a diversified investment company as that term is defined in the 1940 Act or as interpreted, modified or applied by the SEC or its staff.
Non-Fundamental Investment Policies. The Fund:
(1) May not acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
Investment Policies of the Mid Cap Value Fund
Fundamental Investment Policies. The Fund may not:
(1) Purchase securities of any issuer (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities and repurchase agreements involving such securities) if, as a result, more than 5% of the total assets of the Fund would be invested in the securities of such issuer; or acquire more than 10% of the outstanding voting securities of any one issuer. This policy applies to 75% of the Fund’s total assets.
(2) Purchase any securities which would cause 25% or more 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) Borrow money in an amount exceeding 33 13% of the value of its total assets, provided that, for purposes of this limitation, investment strategies which either obligate the Fund to purchase securities or require the Fund to segregate assets are not considered to be borrowings. Asset coverage of a least 300% is required for all borrowings, except where the Fund has borrowed money for temporary purposes in amounts not exceeding 5% of its total assets. The Fund will not purchase securities while its borrowings exceed 5% of its total assets.
(4) Make loans if, as a result, more than 33 13% of its total assets would be lent to other parties, except that the Fund may (i) purchase or hold debt instruments in accordance with its investment objective and policies; (ii) enter into repurchase agreements; and (iii) lend its securities.
(5) Purchase or sell real estate, physical commodities, or commodities contracts, except that the Fund may purchase (i) marketable securities issued by companies which own or invest in REITs, commodities, or commodities contracts; and (ii) commodities contracts relating to financial instruments, such as financial futures contracts and options on such contracts.
(6) Issue senior securities (as defined in the 1940 Act) except as permitted by rule, regulation or order of the SEC.
(7) Act as an underwriter of securities of other issuers except as it may be deemed an underwriter in selling a portfolio security.
Non-Fundamental Investment Policies. The Fund may not:
(1) Pledge, mortgage or hypothecate assets except to secure borrowings permitted by the Fund’s fundamental limitation on borrowing, provided, the Fund may segregate assets without limit in order to comply with the SEC’s position regarding the asset segregation requirements of Section 18 of the 1940 Act.
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(2) Invest in companies for the purpose of exercising control.
(3) Purchase securities on margin or effect short sales, except that the Fund may (i) obtain short term credits as necessary for the clearance of security transactions; (ii) provide initial and variation margin payments in connection with transactions involving futures contracts and options on such contracts; and (iii) make short sales “against the box” or in compliance with the SEC’s position regarding the asset segregation requirements of Section 18 of the 1940 Act.
(4) Invest its assets in securities of any investment company, except as permitted by the 1940 Act.
(5) Enter into a futures contract or options transaction if the Fund’s total outstanding obligations resulting from such futures contract or option transaction would exceed 10% of the Fund’s total assets, and the Fund will maintain assets sufficient to meet its obligations under such contracts or transactions with the Fund’s custodian or will otherwise comply with the SEC’s position regarding the asset segregation requirements of Section 18 of the 1940 Act.
(6) Acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
Investment Policies of the Diversified Fund, the U.S. Equity Fund, the U.S. Large Cap Core Plus Fund, the U.S. Research Enhanced Equity Fund and the U.S. Small Company Fund
Fundamental Investment Policies. Each of the Funds:
(1) May not make any investment inconsistent with the Fund’s classification as a diversified investment company under the 1940 Act.
(2) May not purchase any security which would cause the Fund to concentrate its investments in the securities of issuers primarily engaged in any particular industry except as permitted by the SEC. For purposes of fundamental investment policies regarding industry concentration, a Fund may not invest more than 25% of its total assets in the securities of issuers primarily engaged in any particular industry (other than securities issued or guaranteed by the U.S. government, any state or territory of the U.S., its agencies, instrumentalities or political subdivisions).
(3) May not issue senior securities, except as permitted under the 1940 Act or any rule, order or interpretation thereunder.
(4) May not borrow money, except to the extent permitted by applicable law.
(5) May not underwrite securities of other issuers, except to the extent that the Fund, in disposing of portfolio securities, may be deemed an underwriter within the meaning of the 1933 Act.
(6) May not purchase or sell real estate, except that, to the extent permitted by applicable law, the Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate and, in the case of the Diversified Fund, make direct investments in mortgages.
(7) May not purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent the Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities.
(8) May make loans to other persons, in accordance with the Fund’s investment objective and policies and to the extent permitted by applicable law.
Non-Fundamental Investment Policies. Each of the Funds:
(1) May not purchase securities on margin, make short sales of securities, or maintain a short position, provided that this policy shall not be deemed to be applicable to the purchase or sale of when issued or delayed delivery securities, or to short sales that are covered in accordance with SEC rules.
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(2) May not acquire securities of other investment companies, except as permitted by the 1940 Act or any order pursuant thereto.
(3) May not acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act (except that the policy does not apply to the Diversified Fund).
Investment Policies of the U.S. Value Fund, the Small Cap Blend Fund and the Small Cap Equity Fund
Fundamental Investment Policies. With respect to the U.S. Value Fund, it is a fundamental policy of the Fund that when the Fund holds no portfolio securities except interests in another investment company (“master portfolio”) in which it invests, the Fund’s investment objective and policies shall be identical to the master portfolio’s investment objective and policies, except for the following: the Fund (1) may invest more than 10% of its net assets in the securities of a registered investment company, (2) may hold more than 10% of the voting securities of a registered investment company and (3) will concentrate its investments in the investment company. It is a fundamental investment policy of the Fund that when the Fund holds only portfolio securities other than interests in the master portfolio, the Fund’s investment objective and policies shall be identical to the investment objective and policies of the master portfolio at the time the assets of the Fund were withdrawn from that master portfolio.
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 the Fund’s investment objectives and policies and to the extent permitted by applicable law.
(3) 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, with respect to a Fund’s permissible futures and options transactions in U.S. Government securities, positions in such options and futures shall not be subject to this policy.
(4) 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.
(5) 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) May not issue any senior security (as defined in the 1940 Act), except that (i) 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; (ii) 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 (iii) 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 permissible options and futures transactions, including deposits of initial and variation margin, are not considered to be the issuance of a senior security.
(7) May not underwrite securities issued by other persons except insofar as a Fund may technically be deemed to be an underwriter under the 1933 Act in selling a portfolio security.
(8) May not purchase securities of any issuer if such purchase would not be consistent with the maintenance of the Fund’s status as a diversified company under the 1940 Act, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time.
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Non-Fundamental Investment Policies. Each of the Funds:
(1) May not with respect to 50% of its assets, hold more than 10% of the outstanding voting securities of any issuer.
(2) 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. No Fund has the current intention of making short sales against the box.
(3) May not purchase or sell interests in oil, gas or mineral leases.
(4) 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) Except as specified above, may invest in the securities of other investment companies to the extent permitted by applicable Federal securities law.
(6) May not (other than U.S. Value Fund) acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
(7) May not acquire securities of other investment companies, except as permitted by the 1940 Act or any order pursuant thereto.
Investment Policies of the Growth Advantage Fund
Fundamental Investment Policies. The Fund:
(1) May not borrow money, except that the Fund may borrow money for temporary or emergency purposes, or by engaging in reverse repurchase transactions, in an amount not exceeding 33 13% of the value of its total assets at the time when the loan is made and may pledge, mortgage or hypothecate no more than 1/3 of its net assets to secure such borrowings. Any borrowings representing more than 5% of the Fund’s total assets must be repaid before the Fund may make additional investments.
(2) May make loans to other persons, in accordance with the Fund’s investment objectives and policies and to the extent permitted by applicable law.
(3) 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, with respect to the Fund’s permissible futures and options transactions in U.S. Government securities, positions in such options and futures shall not be subject to this restriction.
(4) May not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments but this shall not prevent the 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.
(5) May not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business). Investments by the Fund in securities backed by mortgages on real estate or in marketable securities of companies engaged in such activities are not hereby precluded.
(6) May not issue any senior security (as defined in the 1940 Act), except that (i) the 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; (ii) the
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  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 (iii) subject to the restrictions set forth above, the Fund may borrow money as authorized by the 1940 Act. For purposes of this restriction, collateral arrangements with respect to permissible options and futures transactions, including deposits of initial and variation margin, are not considered to be the issuance of a senior security.
(7) May not underwrite securities issued by other persons except insofar as the Fund may technically be deemed to be an underwriter under the Securities Act in selling a portfolio security.
In addition, as a matter of fundamental policy, notwithstanding any other investment policy or restriction, the Growth Advantage 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 participations 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 the 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 an “industry.” Supranational organizations are collectively considered to be members of a single “industry” for purposes of policy (3) above.
Non-Fundamental Investment Policies. The Fund:
(1) 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 policy will not be applied to limit the use of options, futures contracts and related options, in the manner otherwise permitted by the investment restrictions or policies and investment program of the Fund.
(2) May not purchase or sell interests in oil, gas or mineral leases.
(3) 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 the 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.
(4) Except as specified above, 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.
(5) May not, with respect to 50% of its assets, hold more than 10% of the outstanding shares of issuers.
(6) May not acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
For purposes of the investment policies regarding the Growth Advantage Fund, the issuer of a tax-exempt security is deemed to be the entity (public or private) ultimately responsible for the payment of the principal of and interest on the security.
In order to permit the sale of its shares in certain states, the Growth Advantage Fund may make commitments more restrictive than the investment policies and limitations described above and in its Prospectus. Should the Fund determine that any such commitment is no longer in its best interests, it will revoke the commitment by terminating sales of shares in the state involved.
Investment Policies of the Mid Cap Equity Fund and the Small Cap Core Fund
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 such Fund’s investment objective and policies and to the extent permitted by applicable law.
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(3) 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, with respect to a Fund’s permissible futures and options transactions in U.S. Government securities, positions in such options and futures shall not be subject to this restriction.
(4) 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.
(5) 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) May not issue any senior security (as defined in the 1940 Act), except that (i) 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; (ii) 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 (iii) 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 permissible options and futures transactions, including deposits of initial and variation margin, are not considered to be the issuance of a senior security.
(7) 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 in selling a portfolio security.
(8) May not purchase securities of any issuer if such a purchase would not be consistent with the maintenance of the Fund’s status as a diversified company under the 1940 Act, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time.
In addition, as a matter of fundamental policy, notwithstanding any other investment policy or restriction, the Mid Cap Equity Fund and Small Cap Core 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 (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 an “industry.” Supranational organizations are collectively considered to be members of a single “industry” for purposes of policy (3) above.
Non-Fundamental Investment Policies. Each of the Funds:
(1) May not, with respect to 50% of its assets, hold more than 10% of the outstanding voting securities of any issuer.
(2) 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 policy will not be applied to limit the use of options, future contracts and related options, in the manner otherwise permitted by the investment restrictions, policies and investment program of a Fund. No Fund has the current intention of making short sales against the box.
(3) May not purchase or sell interests in oil, gas or mineral leases.
(4) 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
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  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) May invest in the securities of other investment companies to the extent permitted by applicable Federal securities law; provided, however, that a Mauritius holding company (a “Mauritius Portfolio Company”) will not be considered an investment company for this purpose.
(6) May not acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
For purposes of the investment policies regarding the Mid Cap Equity Fund and the Small Cap Core Fund, the issuer of a tax-exempt security is deemed to be the entity (public or private) ultimately responsible for the payment of the principal of and interest on the security.
Investment Policies of the Intrepid Growth Fund, the Intrepid Value Fund, the U.S. Sustainable Leaders Fund and the Value Advantage Fund
Fundamental Investment Policies. Each of the Funds:
(1) May not make any investment inconsistent with the Fund’s classification as a diversified investment company under the Investment Company Act of 1940.
(2) May not purchase any security which would cause the Fund to concentrate its investments in the securities of issuers primarily engaged in any particular industry except as permitted by the SEC. For purposes of fundamental investment policies regarding industry concentration, a Fund may not invest more than 25% of its total assets in the securities of issuers primarily engaged in any particular industry (other than securities issued or guaranteed by the U.S. government, any state or territory of the U.S., its agencies, instrumentalities or political subdivisions).
(3) May not issue senior securities, except as permitted under the Investment Company Act of 1940 or any rule, order or interpretation thereunder.
(4) May not borrow money, except to the extent permitted by applicable law.
(5) May not underwrite securities of other issuers, except to the extent that the Fund, in disposing of Fund securities, may be deemed an underwriter within the meaning of the Securities Act of 1933.
(6) May not purchase or sell real estate, except that, to the extent permitted by applicable law, the Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, (b) invest in securities or other instruments issued by issuers that invest in real estate and make direct investments in mortgages.
(7) May not purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent the Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities.
(8) May make loans to other persons, in accordance with the Fund’s investment objective and policies and to the extent permitted by applicable law.
Non-Fundamental Investment Policies. Each of the Funds:
(1) May not purchase securities on margin, make short sales of securities, or maintain a short position, provided that this policy shall not be deemed to be applicable to the purchase or sale of when-issued or delayed delivery securities, or to short sales that are covered in accordance with SEC rules.
(2) May not acquire securities of other investment companies, except as permitted by the 1940 Act or any order pursuant thereto.
(3) May not acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
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In addition, the Funds may borrow money from banks for temporary or short-term purposes. But, none of the Funds may borrow money to buy additional securities, which is known as “leverage.”
Investment Policies of Funds that are Series of JPMT II
Fundamental Investment Policies. None of the Funds may:
(1) Purchase securities of any issuer if such purchase would not be consistent with the maintenance of the Fund’s status as a diversified company 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 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, provided that: (i) 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. For purposes of this limitation (i) utilities will be divided according to their services (for example, gas, gas transmission, electric and telephone will each be considered a separate industry); and (ii) 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.
(3) 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 Prospectus and the Statement of Additional Information; and (iv) make loans to the extent permitted by an order issued by the SEC.
(4) 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.”
(5) 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.
(6) Purchase participation or other direct interests in oil, gas or mineral exploration or development programs (although investments by all Funds in marketable securities of companies engaged in such activities are not hereby precluded).
(7) 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.
(8) Purchase securities of other investment companies except as permitted by the 1940 Act and rules, regulations and applicable exemptive relief thereunder.
(9) Issue senior securities except with respect to any permissible borrowings.
(10) Purchase or sell real estate (however, each 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).
None of the Funds may:
(1) Purchase securities on margin or sell securities short except, for use of short-term credit necessary for clearance of purchases of portfolio securities.
Non-Fundamental Investment Policies.
The following policy applies to the Equity Index Fund:
(1) The Fund may not invest more than 10% of its total assets in securities issued or guaranteed by the United States, its agencies or instrumentalities. Repurchase agreements held in margin deposits and segregated accounts for futures contracts are not considered issued or guaranteed by the United States, its agencies or instrumentalities for purposes of the 10% limitation.
The following policy applies to SMID Cap Equity Fund and Market Expansion Enhanced Index Fund:
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(1) Each Fund may not acquire securities of any other investment company or company relying on section 3(c)(1) or 3(c)(7) un excess of the limits contained in Section 12(d)(1)(A) of the Investment company Act of 1940, except to the extent it:
(i) Invest in affiliated money market funds for short-term cash management purposes,
(ii) engages in interfund borrowing and lending transactions, or
(iii) receives securities of another investment company as a dividend or as result of a plan of reorganization of a company.
None of the Funds may:
(1) Acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
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
Diversified Fund 1
Equity Focus Fund 2
Equity Income Fund 3
Equity Index Fund 4
Equity Premium Income Fund 5
Growth Advantage Fund 6
Hedged Equity Fund 7
Intrepid Growth Fund 8
Intrepid Value Fund 9
Large Cap Growth Fund 10
Large Cap Value Fund 11
Market Expansion Enhanced Index Fund 12
Mid Cap Equity Fund 13
Mid Cap Growth Fund 14
Mid Cap Value Fund 15
Small Cap Blend Fund 16
Small Cap Core Fund 17
Small Cap Equity Fund 18
Small Cap Growth Fund 19
Small Cap Value Fund 20
SMID Cap Equity Fund 21
U.S. Equity Fund 22
U.S. Large Cap Core Plus Fund 23
U.S. Research Enhanced Equity Fund 24
U.S. Small Company Fund 25
U.S. Sustainable Leaders Fund 26
U.S. Value Fund 27
Value Advantage Fund 28
    
Instrument Fund Code Part II
Section Reference
Adjustable Rate Mortgage Loans (“ARMs”): Loans in a mortgage pool which provide for a fixed initial mortgage interest rate for a specified period of time, after which the rate may be subject to periodic adjustments. 1, 3, 6, 8-9,
13-21, 26-28
Mortgage-Related
Securities
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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, 6, 8-9,
13-21, 26-28
Asset-Backed
Securities
Auction Rate Securities: Auction rate municipal securities and auction rate preferred securities issued by closed-end investment companies. 3, 6, 8-9,
13-21, 26-28
Auction Rate
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. 1-28 Bank Obligations
Borrowings: A Fund may borrow for temporary purposes and/or for investment purposes. Such a practice will result in leveraging of a Fund’s assets and may cause a Fund to liquidate portfolio positions when it would not be advantageous to do so. A Fund must maintain continuous asset coverage of 300% of the amount borrowed, with the exception for borrowings not in excess of 6% of the Fund’s total assets made for temporary administrative purposes. 1-28 Miscellaneous
Investment Strategies
and Risks
Brady Bonds: Securities created through the exchange of existing commercial bank loans to public and private entities in certain emerging markets for new bonds in connection with debt restructurings. 1, 3, 6, 8-9,
13-21, 26-28
Foreign Investments
(including Foreign
Currencies)
Call and Put Options: A call option gives the buyer the right to buy, and obligates the seller of the option to sell, a security at a specified price at a future date. A put option gives the buyer the right to sell, and obligates the seller of the option to buy, a security at a specified price at a future date. 1-28 Options and Futures
Transactions
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. 1-4, 6-28 Commercial Paper
Common Stock: Shares of ownership of a company. 1-28 Equity Securities,
Warrants and Rights
Common Stock Warrants and Rights: Securities, typically issued with preferred stock or bonds, that give the holder the right to buy a proportionate amount of common stock at a specified price. 1-28 Equity Securities,
Warrants and Rights
Convertible Securities: Bonds or preferred stock that can convert to common stock including contingent convertible securities. 1-28 Convertible
Securities
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, 3-4, 6, 8-10,
13-22, 24-28
Debt Instruments
Credit Default Swaps (“CDSs”): A swap agreement between two parties pursuant to which one party pays the other a fixed periodic coupon for the specified life of the agreement. The other party makes no payment unless a credit event, relating to a predetermined reference asset, occurs. If such an event occurs, the party will then make a payment to the first party, and the swap will terminate. 1, 3, 6, 8-9,
13-14, 16-21,
26-28
Swaps and Related
Swap Products
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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, 8-9,
13-21, 26-28
Demand Features
Emerging Market Securities: Securities issued by issuers or governments in countries with emerging economies or securities markets which may be undergoing significant evolution and rapid development. 1-3, 6, 8-9,
13-28
Foreign Investments
(including Foreign
Currencies)
Exchange-Traded Funds (“ETFs”): Ownership interest in unit investment trusts, depositary receipts, and other pooled investment vehicles that hold a portfolio of securities or stocks designed to track the price performance and dividend yield of a particular broad-based, sector or international index. ETFs include a wide range of investments. 1-28 Investment Company
Securities and
Exchange-Traded Funds
Foreign Currency Transactions: Strategies used to hedge against currency risks, for other risk management purposes or to increase income or gain to a Fund. These strategies may consist of use of any of the following: options on currencies, currency futures, options on such futures, forward foreign currency transactions (including non-deliverable forwards (“NDFs”)), forward rate agreements and currency swaps, caps and floors. 1-3, 6, 8-9,
13-22, 26, 28
Foreign Investments
(including Foreign
Currencies)
Foreign Investments: Equity and debt securities (e.g., bonds and commercial paper) of foreign entities 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. 1-28 Foreign Investments
(including Foreign
Currencies)
High Yield/High Risk Securities/Junk Bonds: Securities that are generally rated below investment grade by the primary rating agencies or are unrated but are deemed by a Fund’s Adviser to be of comparable quality. 1, 3, 6, 8-10,
13-21, 26-28
Debt Instruments
Inflation-Linked Debt Securities: Includes 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. 1, 3, 6, 8-9,
13-21, 26-28
Debt Instruments
Initial Public Offerings (“IPOs”): A transaction in which a previously private company makes its first sale of stock to the public. 1-28 Equity Securities,
Warrants and Rights
Interfund Lending: Involves lending money and borrowing money for temporary purposes through a credit facility. 1-4, 6-28 Miscellaneous
Investment Strategies
and Risks
Inverse Floating Rate Instruments: Leveraged variable debt instruments with interest rates that reset in the opposite direction from the market rate of interest to which the inverse floater is indexed. 1, 3, 6, 8-9,
13-21, 26-28
Inverse Floaters and
Interest Rate Caps
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. 1-28 Investment Company
Securities and Exchange-Traded
Funds
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Instrument Fund Code Part II
Section Reference
Loan Assignments and Participations: Assignments of, or participations in, all or a portion of loans to corporations or governments, including governments in less developed countries. 1, 3, 6, 8-10,
13-21, 26-28
Loans
Master Limited Partnerships (“MLPs”): Limited partnerships that are publicly traded on a securities exchange. 1-28 Master Limited
Partnerships
Mortgages (Directly Held): Debt instruments secured by real property. 3, 6, 8-11,
13-23, 26-28
Mortgage-Related
Securities
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, 6, 8-11,
13-21, 26-28
Mortgage-Related
Securities
Mortgage Dollar Rolls: A transaction in which a Fund sells securities for delivery in a current month and simultaneously contracts with the same party to repurchase similar but not identical securities on a specified future date. 1, 3, 6, 8-9,
13-21, 24,
26-28
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, 6, 8-11,
13-21, 26-28
Municipal Securities
New Financial Products: New options and futures contracts and other financial products continue to be developed and a Fund may invest in such options, contracts and products. 1-4, 6-28 Miscellaneous
Investment Strategies
and Risks
Obligations of Supranational Agencies: Obligations which are chartered to promote economic development and are supported by various governments and governmental agencies. 1, 3, 6, 8-9,
13-21, 26-28
Foreign Investments
(including Foreign
Currencies)
Options and Futures Transactions: A Fund may purchase and sell (a) exchange traded and over-the-counter put and call options on securities, indexes of securities and futures contracts on securities and indexes of securities and (b) futures contracts on securities and indexes of securities. 1-28 Options and Futures
Transactions
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. 1-28 Equity Securities,
Warrants and Rights
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. 1-28 Miscellaneous
Investment Strategies
and Risks
Real Estate Investment Trusts (“REITs”): Pooled investment vehicles which invest primarily in income producing real estate or real estate related loans or interest. 1-28 Real Estate
Investment Trusts
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. 1-4, 6-28 Repurchase
Agreements
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Instrument Fund Code Part II
Section Reference
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. 1-4, 6-28 Reverse Repurchase
Agreements
Securities Issued in Connection with Reorganizations and Corporate Restructurings: In connection with reorganizing or restructuring of an issuer, an issuer may issue common stock or other securities to holders of its debt securities. 1-4, 6-28 Miscellaneous
Investment Strategies
and Risks
Securities Lending: The lending of up to 33 13% of a Fund’s total assets. In return, a Fund will receive cash, other securities and/or letters of credit as collateral. 1-28 Securities Lending
Short Selling: A Fund sells a security it does not own in anticipation of a decline in the market value of the security. To complete the transaction, a Fund must borrow the security to make delivery to the buyer. A Fund is obligated to replace the security borrowed by purchasing it subsequently at the market price at the time of replacement. 1, 6, 8-9,
13, 15-18,
23, 26-28
Short Selling
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”). 1-4, 6-28 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. 1, 3, 6, 8-9,
13-23, 26-28
Foreign Investments
(including Foreign
Currencies)
Stripped Mortgage-Backed Securities: Derivative multi-class mortgage securities which are usually structured with two classes of shares that receive different proportions of the interest and principal from a pool of mortgage assets. These include Interest Only (“IO”) and Principal-Only (“PO”) securities issued outside a Real Estate Mortgage Investment Conduit (“REMIC”) or CMO structure. 1, 3, 6, 8-9,
13-28
Mortgage-Related
Securities
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 index, commodity, currency or financial instrument. 1, 3, 6,
8-21, 26, 28
Structured
Investments
Swaps and Related Swap Products: Swaps involve an exchange of obligations by two parties. Caps and floors entitle a purchaser to a principal amount from the seller of the cap or floor to the extent that a specified index exceeds or falls below a predetermined interest rate or amount. A Fund may enter into these transactions to manage its exposure to changing interest rates and other factors. 1, 3-4, 6,
8-28
Swaps and Related
Swap Products
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. 3, 6, 8-9,
13-21, 26-28
Swaps and Related
Swap Products
Temporary Defensive Positions: To respond to unusual circumstances, a Fund may invest a portion of its total assets in cash and cash equivalents for temporary defensive purposes. 1-4, 6-28 Miscellaneous
Investment Strategies
and Risks
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Table of Contents
Instrument Fund Code Part II
Section Reference
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”). 1-4, 6-28 Treasury Receipts
Trust Preferreds: Securities with characteristics of both subordinated debt and preferred stock. Trust preferreds are generally long term securities that make periodic fixed or variable interest payments. 1, 3-4, 6,
8-10, 13-24,
26-28
Trust Preferred
Securities
U.S. Government Agency Securities: Securities issued by agencies and instrumentalities of the U.S. government. These include all types of securities issued 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, CMOs and REMICs. 1-4, 6-28 Mortgage-Related
Securities
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”). 1-4, 6-28 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. 1-3, 6, 8-11,
13-21, 24,
26-28
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. 1-4, 6-28 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. 1, 3, 6, 8-10,
13-21, 26-28
Debt Instruments
ADDITIONAL INFORMATION REGARDING FUND INVESTMENT PRACTICES
Foreign Investments
Except as noted below, investments in all types of foreign securities will not exceed 20% of the total assets of the Funds (except for the Diversified Fund). Investments in foreign securities shall not exceed 10% of the net assets of the Market Expansion Enhanced Index Fund.
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Limitations on the Use of Futures
In addition, none of the JPMT II Funds will enter into futures contracts to the extent that the value of the futures contracts held would exceed 25% of the respective Fund’s total assets.
Limitations on the Use of Options
Each JPMT II Fund will limit the writing of put and call options to 25% of its net assets. These Funds may enter into over-the-counter option transactions provided there exists an active over-the-counter market for such options that will establish their pricing and liquidity.
Index Investing by the Equity Index Fund and the Market Expansion Enhanced Index Fund
Equity Index Fund. The Equity Index Fund attempts to track the aggregate price and dividend performance of the Standard & Poor’s (“S&P”) 500 Composite Stock Price Index (the “Index”) to achieve a correlation between the performance of the Fund and that of the index of at least 0.95, without taking into account expenses. A correlation of 1.00 would indicate perfect correlation, which would be achieved when the Fund’s net asset value, including the value of its dividend and capital gains distributions, increases or decreases in exact proportion to changes in the Index. The Fund’s ability to correlate its performance with the Index, however, may be affected by, among other things, changes in securities markets, the manner in which the Index is calculated by S&P and the timing of purchases and redemptions. In the future, the Trustees of the Trust, subject to the approval of Shareholders, may select another index if such a standard of comparison is deemed to be more representative of the performance of common stocks.
S& P chooses the stocks to be included in the Index largely on a statistical basis. Inclusion of a stock in the Index in no way implies an opinion by S&P as to its attractiveness as an investment. The Index is determined, composed and calculated by S&P without regard to the Equity Index Fund. S&P is neither a sponsor of, nor in any way affiliated with the Equity Index Fund, and S&P makes no representation or warranty, expressed or implied, on the advisability of investing in the Equity Index Fund or as to the ability of the Index to track general stock market performance. S&P disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Index or any data included in the Index. “S&P 500” is a service mark of S&P.
The weights of stocks in the Index are based on each stock’s relative total market value, i.e., market price per share times the number of Shares outstanding. Typically, companies included in the Index are the largest and most dominant firms in their respective industries.
The Adviser generally selects stocks for the Equity Index Fund in the order of their weights in the Index beginning with the heaviest weighted stocks. The percentage of the Equity Index Fund’s assets to be invested in each stock is approximately the same as the percentage it represents in the Index. No attempt is made to manage the Equity Index Fund in the traditional sense using economic, financial and market analysis. The Equity Index Fund is managed using a computer program to determine which stocks are to be purchased and sold to replicate the Index to the extent feasible. From time to time, administrative adjustments may be made in the Fund because of changes in the composition of the Index, but such changes should be infrequent.
Market Expansion Enhanced Index Fund. The Market Expansion Enhanced Index Fund invests in stocks of small-and mid-capitalization U.S. companies that are included in the S&P 1000 Index and which trade on national exchanges, as well as over-the-counter stocks that are part of the National Market System. Because the Fund uses an enhanced index strategy, not all of the stocks in the S&P 1000 Index are included in the Fund, and the Fund’s position in an individual stock may be overweighted or underweighted when compared to the index. In addition, the Fund may modestly overweight or underweight the sectors and industries within the index. The Fund seeks returns that modestly exceed those of the S&P 1000 Index over the long term with a modest divergence to the benchmark. The Fund’s ability to correlate its performance with the S&P 1000 Index, however, may be affected by, among other things, changes in securities markets, the manner in which the Indices are calculated by S&P and the timing of purchases and redemptions. In the future, the Trustees of the Trust, subject to the approval of Shareholders, may select other indices if such a standard of comparison is deemed to be more representative of the performance of small-and mid-cap stocks.
The S&P 1000 Index is determined, composed and calculated by S&P without regard to the Market Expansion Enhanced Index Fund. S&P is neither a sponsor of, nor in any way affiliated with the Market Expansion Enhanced Index Fund, and S&P makes no representation or warranty, expressed or implied on
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the advisability of investing in the Market Expansion Enhanced Index Fund or as to the ability of the S&P 1000 Index to track general stock market performance, and S&P disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the S&P 1000 Index or any data included therein.
Limitations on Purchases of Securities. In addition to restrictions imposed on the index funds under the 1940 Act, the Adviser may be restricted from purchasing securities for the Equity Index Fund or the Market Expansion Enhanced Index Fund due to various regulatory requirements applicable to such securities. Such regulatory requirements (e.g., regulations applicable to banking entities, insurance companies and public utility holdings companies) may limit the amount of securities that may be owned by accounts over which the Adviser or its affiliates have discretionary authority or control. As a result, there may be times when the Adviser is unable to purchase securities that would otherwise be purchased to replicate the applicable index.
Use of When-Issued Securities and Forward Commitments
Each JPMT II Fund intends to purchase “when issued” securities only for the purpose of acquiring portfolio securities, not for speculative purposes. 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 the Adviser 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 assets. Commitments to purchase when-issued securities will not, under normal market conditions, exceed 25% of a Fund’s total assets. A Fund may dispose of a when-issued security or forward commitment prior to settlement if the Adviser deems it appropriate to do so.
Investments in Other J.P. Morgan Funds by JPMorgan Diversified Fund
The JPMorgan Diversified Fund can invest in any J.P. Morgan Fund eligible to be an underlying fund for another Fund.
QUALITY DESCRIPTION
The JPMT II Funds may purchase commercial paper consisting of issues rated at the time of purchase in the top two rating categories by at least one a nationally recognized statistical rating organization (“NRSRO”) (such as A-2 or better by Standard & Poor’s Corporation (S&P), Prime-2 or better by Moody’s Investor Service Inc. (Moody’s), F-2 or better by Fitch Ratings (Fitch) or R-2 or better by Dominion Bond Rating Service (DBRS)) or if unrated, determined by the Adviser to be of comparable quality.
At the time a JPMT I Fund invests in any commercial paper, bank obligation or repurchase agreement, the issuer must have outstanding debt rated A or higher by Moody’s or S&P and the issuer’s parent corporation, if any, must have outstanding commercial paper rated Prime-1 by Moody’s or A-1 by S&P, or if no such ratings are available, the investment must be of comparable quality in the Adviser’s opinion. At the time a JPMT I Fund invests in any other short-term debt securities, they must be rated A or higher by Moody’s or S&P, or if unrated, the investment must be of comparable quality in the Adviser’s opinion.
DIVERSIFICATION
JPMT I, JPMT II, JPMT IV, JPMMFIT and JPMFMFG are each a registered open-end investment company. All of the Funds intend to meet the diversification requirement of the 1940 Act.
For a more complete discussion, see the “Diversification” section in Part II of this SAI.
PORTFOLIO TURNOVER
A portfolio turnover rate is, in summary, the percentage computed by dividing the lesser of a Fund’s purchases or sales of securities (excluding short-term securities) by the average market value of the Fund. The Adviser intends to manage each Fund’s assets by buying and selling securities to help attain its investment objective. A rate of 100% indicates that the equivalent of all of a Fund’s assets have been sold and reinvested in a year. Higher portfolio turnover may affect the amount, timing and character of distributions, and, as a result, may increase the amount of taxes payable by shareholders. High portfolio turnover also results in higher transaction costs. To the extent that net short-term capital gains are realized by a Fund, any distributions resulting from such gains are considered ordinary income for federal income tax purposes. For a more complete discussion, see the “Distributions and Tax Matters” section in Part II of this SAI.
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The table below sets forth the following Fund's portfolio turnover rate for the fiscal years (including short sales as noted below) indicated:
    Fiscal Year Ended June 30,
Fund   2019   2020
U.S. Large Cap Core Plus Fund   148%   134%
The table below sets forth the Funds' portfolio turnover rate (excluding short sales) for the two most recently completed fiscal years:
    Fiscal Year Ended June 30,
Fund   2019   2020
Diversified Fund   86%   82%
Equity Focus Fund   45%   44%
Equity Income Fund   23%   22%
Equity Index Fund   6%   15%
Equity Premium Income Fund1,2   43%   236%
Growth Advantage Fund   40%   47%
Hedged Equity Fund   48%   68%
Intrepid Growth Fund   95%   96%
Intrepid Value Fund   88%   79%
Large Cap Growth Fund   50%   47%
Large Cap Value Fund   162%   177%
Market Expansion Enhanced Index Fund   36%   49%
Mid Cap Equity Fund   34%   49%
Mid Cap Growth Fund   54%   63%
Mid Cap Value Fund   11%   18%
Small Cap Blend Fund   75%   48%
Small Cap Core Fund   74%   102%
Small Cap Equity Fund   23%   23%
Small Cap Growth Fund   58%   51%
Small Cap Value Fund   60%   42%
SMID Cap Equity Fund   82%   92%
U.S. Equity Fund   91%   84%
U.S. Large Cap Core Plus Fund   98%   85%
U.S. Research Enhanced Equity Fund   42%   59%
U.S. Small Company Fund   64%   52%
U.S. Sustainable Leaders Fund   97%   99%
U.S. Value Fund   26%   22%
Value Advantage Fund   15%   29%
1 The Fund commenced operations on 8/31/18.
2 The significant variation in the portfolio turnover rate over the last two fiscal years is attributable to net flows made into the Fund during the fiscal year ended June 30, 2020 to invest Fund assets into both equities and equity derivatives.
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 June 30, 2020:
Committee   Fiscal Year Ended
June 30, 2020
Audit and Valuation Committee   4
Compliance Committee   4
Governance Committee   4
Equity Committee   5
Fixed Income Committee   10
Money Market and Alternative Products Committee   6
For a more complete discussion, see the “Trustees” section in Part II of this SAI.
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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
Diversified
Fund
  Ownership of
Equity
Focus
Fund
  Ownership of
Equity
Income
Fund
  Ownership of
Equity
Index
Fund
  Ownership of
Equity
Premium
Income
Fund
Independent Trustees                    
John F. Finn   None   None   Over
$100,000
  None   None
Stephen P. Fisher   None   None   Over
$100,000
  None   None
Kathleen M. Gallagher   None   None   None   None   None
Dennis P. Harrington   None   None   Over
$100,000
  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
Dr. Robert A. Oden, Jr.   None   None   None   None   None
Marian U. Pardo   None   None   None   None   None
    
Name of Trustee   Ownership of
Growth
Advantage
Fund
  Ownership of
Hedged
Equity
Fund
  Ownership of
Intrepid
Growth
Fund
  Ownership of
Intrepid
Value
Fund
  Ownership of
Large Cap
Growth
Fund
Independent Trustees                    
John F. Finn   None   None   None   None   Over
$100,000
Stephen P. Fisher   None   None   None   None   None
Kathleen M. Gallagher   None   None   None   None   None
Dennis P. Harrington   None   None   None   None   None
Frankie D. Hughes   None   None   None   None   None
Raymond Kanner   None   Over
$100,000
  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   Over
$100,000
Dr. Robert A. Oden, Jr.   None   None   None   None   None
Marian U. Pardo   None   None   None   None   None
    
Name of Trustee   Ownership of
Large Cap
Value
Fund
  Ownership of
Market
Expansion
Enhanced
Index
Fund
  Ownership of
Mid Cap
Equity
Fund
  Ownership of
Mid Cap
Growth
Fund
  Ownership of
Mid Cap
Value
Fund
Independent Trustees                    
John F. Finn   None   None   Over
$100,000
  None   None
Stephen P. Fisher   None   None   None   None   None
Kathleen M. Gallagher   None   None   None   None   None
Dennis P. Harrington   Over
$100,000
  None   None   $10,001-$50,000   None
Frankie D. Hughes   None   None   None   None   None
Raymond Kanner   None   None   None   None   None
Part I - 24

Table of Contents
Name of Trustee   Ownership of
Large Cap
Value
Fund
  Ownership of
Market
Expansion
Enhanced
Index
Fund
  Ownership of
Mid Cap
Equity
Fund
  Ownership of
Mid Cap
Growth
Fund
  Ownership of
Mid Cap
Value
Fund
Peter C. Marshall   None   None   Over
$100,000
  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   Over
$100,000
  None
    
Name of Trustee   Ownership of
Small Cap
Blend Fund
  Ownership of
Small Cap
Core Fund
  Ownership of
Small Cap
Equity Fund
  Ownership of
Small Cap
Growth Fund
  Ownership of
Small Cap
Value Fund
Independent Trustees                    
John F. Finn   None   None   None   None   None
Stephen P. Fisher   None   None   None   None   None
Kathleen M. Gallagher   None   None   None   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
Dr. Robert A. Oden, Jr.   None   None   None   None   None
Marian U. Pardo   None   None   None   None   None
    
Name of Trustee   Ownership of
SMID Cap
Equity Fund
  Ownership of
U.S.
Equity
Fund
  Ownership of
U.S.
Large Cap
Core Plus
Fund
  Ownership of
U.S.
Research
Enhanced
Equity Fund
  Ownership of
U.S.
Small
Company
Fund
Independent Trustees                    
John F. Finn   None   None   None   None   None
Stephen P. Fisher   None   None   None   None   None
Kathleen M. Gallagher   None   None   None   None   None
Dennis P. Harrington   None   Over
$100,000
  None   None   None
Frankie D. Hughes   None   None   None   None   None
Raymond Kanner   None   None   None   None   None
Peter C. Marshall   None   Over
$100,000
  None   Over
$100,000
  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
U.S.
Sustainable
Leaders
Fund
  Ownership of
U.S.
Value
Fund
  Ownership of
Value
Advantage
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   None   Over $100,000
Part I - 25

Table of Contents
Name of Trustee   Ownership of
U.S.
Sustainable
Leaders
Fund
  Ownership of
U.S.
Value
Fund
  Ownership of
Value
Advantage
Fund
  Aggregate
Dollar Range
of Equity
Securities
in all
Registered
Investment
Companies
Overseen by the
Trustee in
Family of
Investment
Companies1,2
Stephen P. Fisher   None   None   None   Over $100,000
Kathleen M. Gallagher   None   None   None   Over $100,000
Dennis P. Harrington   None   None   None   Over $100,000
Frankie D. Hughes   None   None   None   Over $100,000
Raymond Kanner   None   None   None   Over $100,000
Peter C. Marshall   None   None   Over $100,000   Over $100,000
Mary E. Martinez   None   None   None   Over $100,000
Marilyn McCoy   None   None   None   Over $100,000
Mitchell M. Merin   None   None   None   Over $100,000
Dr. Robert A. Oden, Jr.   None   None   None   Over $100,000
Marian U. Pardo   None   None   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 JPMDS 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   Diversified
Fund
  Equity
Focus Fund
  Equity
Income Fund
  Equity
Index Fund
  Equity Premium
Income Fund
Independent Trustees                    
John F. Finn   $2,198   $1,951   $ 7,651   $3,039   $1,937
Stephen P. Fisher   2,119   1,943   6,003   2,718   1,933
Kathleen M. Gallagher   2,119   1,943   6,003   2,718   1,933
Dr. Matthew Goldstein4   2,475   1,980   13,418   4,164   1,951
Dennis P. Harrington   2,198   1,951   7,651   3,039   1,937
Frankie D. Hughes   2,119   1,943   6,003   2,718   1,933
Raymond Kanner   2,119   1,943   6,003   2,718   1,933
Peter C. Marshall   2,119   1,943   6,003   2,718