M&A - JPMorgan Trust I

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Form Type: 497

Filing Date: 2025-05-12

Corporate Action: Merger

Type: New

Accession Number: 000119312525117321

Filing Summary: On May 8, 2025, the Board of Trustees of JPMorgan Trust I approved the Reorganization of the JPMorgan Unconstrained Debt Fund into the newly created JPMorgan Flexible Debt ETF. This move aims to enhance benefits for investors, including lower expenses and increased trading flexibility. The transition is structured as a tax-free reorganization under the U.S. Internal Revenue Code, meaning shareholders typically won't recognize taxable gains. Existing shareholders will receive shares in the new ETF equivalent to their holdings in the current fund, with cash payments for any fractional shares. To qualify for receiving ETF shares, shareholders must hold their current fund shares in brokerage accounts that can accommodate ETFs. Important deadlines related to fund share transactions are set for September 24-25, 2025, with an information statement/prospectus to be filed with the SEC regarding the Reorganization. The Fund will also undergo liquidation after the merger into the ETF.

Additional details:

Proposed Reorganization Date: 2025-09-26


Acquiring Fund: JPMorgan Flexible Debt ETF


Shareholder Actions Required: Shareholders must hold shares in a brokerage account that can accept ETF shares to receive shares of the Acquiring Fund.


Final Date To Purchase: 2025-09-24


Final Date To Redeem: 2025-09-25


Form Type: 497K

Filing Date: 2025-05-12

Corporate Action: Merger

Type: Update

Accession Number: 000119312525117324

Filing Summary: On May 12, 2025, JPMorgan Trust I announced a Reorganization of the JPMorgan Unconstrained Debt Fund into a newly created exchange-traded fund (ETF) named JPMorgan Flexible Debt ETF. This decision was approved by the Board of Trustees on May 8, 2025, who determined that the Reorganization is in the best interests of the Fund and will not dilute existing shareholders' interests. The proposed completion date for the Reorganization is September 26, 2025. Post-Reorganization, the Fund will be liquidated. The ETF structure is expected to offer lower expenses, additional trading flexibility, increased transparency of portfolio holdings, and potential enhanced tax efficiency. Shareholders will receive ETF shares equal to their current share value, with specific conditions on brokerage account types for eligibility. Information statements/prospectuses regarding the Reorganization will be provided, and no shareholder approval is required for the Reorganization to proceed. Subsequent actions contingent upon Board approval, described in a Supplement dated March 5, 2025, are set to become effective on June 1, 2025, including limitations on the public offering of shares and changes to redemption policies.

Additional details:

Date Of Reorganization: 2025-09-26


Acquiring Fund: JPMorgan Flexible Debt ETF


Previous Fund: JPMorgan Unconstrained Debt Fund


Is Tax Free: true


Shareholder Notification: information statement/prospectus will be provided


Final Date To Purchase Fund Shares: 2025-09-24


Final Date To Redeem Fund Shares: 2025-09-25


Form Type: 497K

Filing Date: 2025-05-12

Corporate Action: Merger

Type: New

Accession Number: 000119312525117327

Filing Summary: On May 8, 2025, the Board of Trustees of JPMorgan Trust I approved the Reorganization of the JPMorgan Unconstrained Debt Fund into a newly created exchange-traded fund (ETF), titled JPMorgan Flexible Debt ETF. The Reorganization aims to benefit existing shareholders, ensuring their interests will not be diluted and the Fund will be liquidated following the Reorganization, which occurs on September 26, 2025. The ETF structure is expected to lower expenses and provide more trading flexibility, transparency in portfolio holdings, and potential tax efficiency. Shareholders will receive ETF shares equivalent in value to their current holdings, with some required actions depending on the brokerage accounts they maintain. Specifically, shareholders are advised to hold shares through brokerage accounts capable of accepting ETF shares to participate in the Reorganization. Conditions for the completion of this Reorganization are outlined in an Agreement and Plan of Reorganization and Liquidation, which is designed as a tax-free reorganization. Existing shareholders will receive a detailed information statement/prospectus regarding this Reorganization and the Acquiring Fund, summarizing the Board's considerations. Actions previously contingent on Board approval will take effect June 1, 2025, including limitations on new account openings and changes to redemption fees.

Additional details:

Proposed Reorganization Date: 2025-09-26


Acquiring Fund: JPMorgan Flexible Debt ETF


Liquidation Notice: Following the Reorganization, the Fund will be liquidated.


Benefits Of Reorganization: Lower expenses for investors, additional trading flexibility, increased portfolio transparency, potential tax efficiency.


Shareholder Actions: Participants must hold shares through brokerage accounts that accept ETF shares.


Final Date To Purchase: 2025-09-24


Final Date To Redeem: 2025-09-25


Form Type: 497

Filing Date: 2025-04-16

Corporate Action: Merger

Type: New

Accession Number: 000119312525082189

Filing Summary: On April 15, 2025, the Boards of Trustees of JPMorgan Trust I and J.P. Morgan Exchange-Traded Fund Trust approved a proposed reorganization where the JPMorgan National Municipal Income Fund (Target Fund) will combine with the JPMorgan Municipal ETF (Acquiring Fund). A special shareholder meeting will be held on July 30, 2025, to seek approval for this reorganization. If approved, shareholders of the Target Fund will receive ETF shares of the Acquiring Fund, which will be equivalent in value to their holding in the Target Fund, including a cash payment for any fractional shares, potentially taxable. The reorganization aims to enhance shareholder benefits, lower expenses, and provide trading flexibility and increased transparency. The reorganization is designed as a tax-free transaction under the U.S. Internal Revenue Code, meaning shareholders will generally not recognize a taxable gain or loss, except for cash received. Shareholders must hold their shares of the Target Fund through a brokerage account that can accept ETF shares to participate in the reorganization. Instructions are provided for those needing to transfer their shares to eligible brokerage accounts before the reorganization takes effect, as the absence of such an account may result in liquidation of the Target Fund shares with cash payments issued instead.

Additional details:

Meeting Date: 2025-07-30


Board Meeting Date: 2025-04-15


Target Fund: JPMorgan National Municipal Income Fund


Acquiring Fund: JPMorgan Municipal ETF


Special Meeting Location: 277 Park Avenue, New York, NY 10172


Shareholder Approval Required: true


Reorganization Type: tax-free


Contact Phone: 1-800-480-4111


Form Type: 497K

Filing Date: 2025-04-16

Corporate Action: Merger

Type: New

Accession Number: 000119312525082199

Filing Summary: On April 16, 2025, JPMorgan Trust I filed a supplement regarding a proposed reorganization in which the JPMorgan National Municipal Income Fund (the Target Fund) will merge with the JPMorgan Municipal ETF (the Acquiring Fund). This merger aims for shareholder approval in a meeting scheduled for July 30, 2025. The Board of Trustees, including independent members, has endorsed this reorganization, ensuring that it is in the best interests of shareholders and will not dilute their investments. Upon approval, shareholders will receive ETF shares of the Acquiring Fund equal in value to their Target Fund shares, along with cash for fractional shares, which may have tax implications. Importantly, shares must be held through a brokerage account that can accept ETF shares to participate in the merger. The reorganization is designed to be tax-free, and its structure offers lower expenses and greater trading flexibility for investors. Guidelines for shareholders regarding account eligibility and necessary actions prior to the merger are provided, making it clear that failure to meet these requirements may result in liquidation of their investments.

Additional details:

Target Fund: JPMorgan National Municipal Income Fund


Acquiring Fund: JPMorgan Municipal ETF


Meeting Date: 2025-07-30


Meeting Location: 277 Park Avenue, New York, NY 10172


Meeting Time: 11 a.m. Eastern Time


Reorganization Structure: tax-free


Shareholder Notification: 1-800-480-4111


Form Type: 497K

Filing Date: 2025-04-16

Corporate Action: Merger

Type: Update

Accession Number: 000119312525082201

Filing Summary: On April 15, 2025, the Boards of Trustees of JPMorgan Trust I and J.P. Morgan Exchange-Traded Fund Trust approved a proposed reorganization where the JPMorgan National Municipal Income Fund (the Target Fund) will merge with the JPMorgan Municipal ETF (the Acquiring Fund). A special meeting of the Target Fund's shareholders is scheduled for July 30, 2025, to vote on this merger. If approved, Target Fund shareholders will receive ETF shares of the Acquiring Fund equivalent in value to their current investment, along with potential cash payments for fractional shares. Shareholders must hold Target Fund shares in a brokerage account capable of accepting ETF shares to participate in the merger; otherwise, their investments will be liquidated. The merger is designed to be tax-free under U.S. tax regulations, benefiting investors through lower expenses and enhanced trading flexibility. A registration statement on Form N-14 will be filed with the SEC, and accompanying materials will be made available for investors to review.

Additional details:

Shareholder Meeting Date: 2025-07-30


Meeting Location: 277 Park Avenue, New York, NY 10172


Meeting Time: 11 a.m., Eastern Time


Reorganization Type: tax-free


Fund Structure: ETF


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