M&A - JPMORGAN TRUST II

Form Type: 497K

Filing Date: 2025-03-05

Corporate Action: Merger

Type: New

Accession Number: 000119312525046614

Filing Summary: On March 5, 2025, JPMorgan Trust II announced the Reorganization of the JPMorgan Mortgage-Backed Securities Fund into an exchange-traded fund (ETF) managed by J.P. Morgan Investment Management Inc. This reorganization was approved by the Board of Trustees, who determined that it was in the best interests of existing shareholders. The Fund will transition into the JPMorgan Mortgage-Backed Securities ETF with an expected reorganization date of June 27, 2025. Key differences between the Fund and the Acquiring Fund include changes in investment strategies, with the addition of private placements and zero-coupon securities while removing existing limits on sub-prime mortgage-related securities. The benefits of this Reorganization include lower expenses, enhanced trading flexibility, and increased transparency for investors. The reorganization will be conducted as a tax-free event under relevant U.S. tax regulations, meaning shareholders will not recognize any taxable gain or loss as a result of the transition, except for cash received for fractional shares. Shareholders will need to ensure that their brokerage accounts are compatible with holding ETF shares to receive the new shares during this transition. Additionally, changes regarding Class A and C Shares of the Fund include a limited public offering and waivers for certain fees and charges. Comprehensive details will be provided to shareholders in an upcoming information statement/prospectus.

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Form Type: 497K

Filing Date: 2025-03-05

Corporate Action: Merger

Type: Update

Accession Number: 000119312525046626

Filing Summary: On March 5, 2025, JPMorgan Trust II announced the approval of the Reorganization of the J.P. Morgan Mortgage-Backed Securities Fund into an exchange-traded fund (ETF) to be managed by J.P. Morgan Investment Management Inc. The Reorganization is set for June 27, 2025. This decision was made by the Board of Trustees during a meeting held between February 11-13, 2025, with a determination that it serves the best interests of the existing shareholders without diluting their holdings. The new ETF will enable lower expenses, increased trading flexibility, heightened transparency, and improved tax efficiency compared to the previous fund structure. A tax-free reorganization is outlined under the U.S. Internal Revenue Code, and shareholders will exchange their current shares for ETF shares of the Acquiring Fund, corresponding to their existing share values. Specific conditions are established for shareholders to qualify for obtaining the new ETF shares, emphasizing the necessity of maintaining the appropriate brokerage accounts to ensure compliance. Additional changes effective March 1, 2025, include limitations on new accounts through the distributor, waivers on contingent sales charges for certain classes, and an end to distribution fees across applicable share classes. Shareholders need to be aware of their account types to ensure they take the necessary actions before the Reorganization.

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