J.P. Morgan Funds · Special Meeting of Shareholders
J.P. Morgan Funds is asking shareholders to elect the Funds’ Board of Trustees and, for a small number of funds, to approve changes that keep those funds simple, competitive and flexible.
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1Why am I being asked to vote?
You are receiving proxy materials because you owned shares of one or more J.P. Morgan Funds on the record date. Every participating fund is asking shareholders to elect its Board of Trustees, the independent body that oversees the funds on your behalf.
A smaller group of funds is also asking shareholders to approve one or two additional changes. These are designed to simplify fees, give portfolio managers appropriate flexibility, and keep fund policies in step with the markets they invest in.
Shareholders are asked to elect [N] Trustee nominees to the Board that oversees the J.P. Morgan Funds. [Most / All] nominees already serve on the Board; [N] would be newly elected.
Federal rules require that a set proportion of Trustees be elected by shareholders. Electing the full slate now keeps the Board able to add members in future without the cost of another shareholder meeting.
Nothing changes in your fund. Its objective, strategy, portfolio managers and fees stay the same. This is a governance matter.
The nominees take their seats on the Board and continue to oversee the funds on shareholders’ behalf.
Currently serving Trustees continue in office and the Board will consider what further action, if any, is appropriate.
“This is the funds’ version of electing a board of directors. It’s routine, and it doesn’t change anything about how your money is invested.”
Today, each of these ETFs pays a management fee and separately pays its own operating expenses. A unified fee combines these into a single fee, with the adviser paying most ordinary operating costs from that fee. [Certain costs, such as brokerage, taxes, interest and extraordinary expenses, remain fund expenses.]
A single, all-in fee is simpler to understand, more predictable for shareholders, and is the common structure across the ETF industry, making these funds easier to compare with peers.
Your ETF’s investment objective, strategy and portfolio managers do not change. What changes is how the fee is structured. The proxy statement shows, fund by fund, how the proposed unified fee compares with current total annual operating expenses.
The unified fee takes effect on or about [date], as described in the proxy statement.
The ETF continues under its current fee and expense arrangements, and the Board will consider next steps.
“Instead of a management fee plus separate operating costs, your ETF would pay one all-in fee, the way most ETFs already work. The proxy shows the before-and-after for your fund.”
These funds are currently classified as “diversified,” which caps how much they can hold in any single company. The proposal would reclassify them as “non-diversified,” allowing larger positions in individual holdings. A fund can only make this change with shareholder approval.
[Strategy-specific rationale, e.g., the benchmark these funds track or measure against has become more concentrated in a small number of large companies, and the limits can prevent the portfolio managers from fully reflecting their highest-conviction views.]
The fund’s investment objective does not change. It may hold fewer, larger positions, which means a single company’s performance could have a bigger effect on returns. This risk is described in the proxy statement.
The fund becomes non-diversified and its prospectus is updated to reflect the change and the related risks.
The fund remains diversified and continues to be managed under its current limits.
“The fund is asking for room to hold bigger positions in its best ideas. The goal stays the same, but returns may be more tied to individual companies.”
Each fund has a fundamental policy on how much it may invest in a single industry. The proposal would [amend / replace] that policy so the fund [may concentrate in / track the industry weighting of its index in] [industry or group of industries].
[Fund-specific rationale, e.g., to allow the fund to follow its index or strategy as industry weights shift, rather than being forced to deviate from it.]
The fund’s objective does not change. It may have more exposure to a particular industry, so developments affecting that industry could have a greater effect on performance.
The new concentration policy takes effect and the fund’s prospectus is updated accordingly.
The fund keeps its current industry concentration policy.
“The fund wants to be able to follow its strategy even when one industry becomes a bigger part of the market. That can mean more exposure to that industry.”
Every fund votes on Proposal 1. Search by fund name or ticker to see what your fund is voting on. Mutual funds are listed by their Class I ticker. If you hold another share class, search by fund name.
| Proposal | Mutual funds | ETFs | Total |
|---|---|---|---|
| 1 · Trustees | 89 | 81 | 170 |
| 2 · Unified fee | 0 | 16 | 16 |
| 3 · Diversification | 3 | 1 | 4 |
| 4 · Concentration | 1 | 2 | 3 |
| With proposals 2–4 | 4 | 19 | 23 |
| Fund | Ticker | Type | Asset class | Voting on |
|---|
After careful review, the Board believes each proposal is in the best interests of the funds and their shareholders. Please vote. Every vote helps the funds reach the required quorum and avoid the cost of further solicitation.
See how to vote2What this means for you
Here is what the proposals do, and don’t, mean for you as a shareholder.
You keep the same shares
Voting does not change the number or value of your shares. For most funds, nothing about the investment changes at all.
No action beyond voting
You don’t need to buy, sell, exchange or re-register anything. Your account number, statements and services stay the same.
Relationship unchanged
Your advisor relationship is not affected. Your advisor can help you understand the proposals, but how you vote is your decision.
Same managers, same objectives
4How to vote
How you vote depends on how you hold your shares. Choose the option that matches you.
Fastest · available 24/7 until 11:59 p.m. ET, February 14, 2027
Automated line · 24/7 until 11:59 p.m. ET, February 14, 2027
Allow enough time to arrive before the meeting
Your broker, bank or other intermediary is the record holder of your shares
Your control number is usually in a highlighted box near the top of the form or in the email from your financial firm. [Replace with an annotated image of the actual VIF once available.]
Prefer to talk to someone? D.F. King, the Funds’ proxy solicitor, can answer voting questions and record your vote over the phone.
Call [1-800-XXX-XXXX]5Frequently asked questions
Short, straight answers. The proxy statement has full details.
You owned shares of one or more J.P. Morgan Funds at the close of business on the record date, November 20, 2026. Every shareholder on that date is entitled to vote, regardless of how many shares they own.
All shareholders are asked to elect Trustees to the Funds’ Board (Proposal 1). If you own one of 23 specific funds, you are also asked to vote on one or two other proposals: a unified fee, a change to non-diversified status, or a change to an industry concentration policy.
The Board believes each proposal is in the best interests of the funds and their shareholders: keeping governance current, simplifying fees for certain ETFs, and giving certain funds the flexibility to pursue their objectives as markets change. Read the rationale for each proposal.
No fund’s investment objective is changing, and J.P. Morgan continues to manage every fund. For the few funds voting on Proposals 3 or 4, the fund may hold larger positions in certain companies or industries if approved.
Only for the 16 ETFs voting on Proposal 2, which would move to a single unified fee. The proxy statement shows the current and proposed fee for each of those ETFs. Fees for all other funds are not affected by this meeting.
Objectives are unchanged for every fund. Proposals 3 and 4 adjust investment limits for a small number of funds so they can carry out their existing strategies.
No. You can vote on your own at any time. If you have questions, your financial advisor is a good resource, or you can call us using the numbers in Need Help?
If you received a proxy card, vote online, by phone or by mail using the control number on the card. If you hold shares through a broker, bank or other intermediary, follow the instructions on the voting instruction form it sent you. See step-by-step instructions.
Yes. You can change your vote at any time before the meeting by voting again online or by phone (your latest vote counts), by sending a later-dated proxy card, or [by attending and voting at the meeting]. If you hold shares through an intermediary, contact that firm.
Each fund needs a minimum number of votes, called a quorum, to hold its meeting and act on its proposals. If not enough shareholders vote, the meeting may be adjourned and you may receive reminder mailings or calls from D.F. King, which add cost and time. Voting now stops the reminders.
The Special Meeting of Shareholders will be held on Monday, February 15, 2027 at 10:00 a.m. ET [virtually / at location]. Votes submitted online or by phone must be received by 11:59 p.m. ET on Sunday, February 14, 2027. See all key dates.
Yes. D.F. King & Co., Inc. has been engaged by the J.P. Morgan Funds as proxy solicitor to help shareholders vote and answer questions about the meeting. A representative may call to remind you to vote or to record your vote over the phone.
If you’d like to verify a call, hang up and dial D.F. King directly at [1-800-XXX-XXXX]. [Confirm with D.F. King: representatives will never ask for passwords, PINs or your full Social Security number.]
For help voting, call D.F. King at [1-800-XXX-XXXX], [Mon–Fri, 9 a.m.–10 p.m. ET]. For questions about your fund or the proposals, call J.P. Morgan Funds at [1-800-XXX-XXXX]. Financial professionals can contact their J.P. Morgan representative.
6Important dates
Proposed dates. Final dates will be confirmed in the proxy statement.
Step 1
Fri, November 20, 2026Proposed
Shareholders who own fund shares at the close of business on this date are entitled to vote.
Step 2
On or about Mon, December 7, 2026Proposed
Proxy materials are mailed or emailed to shareholders, and this site’s documents go live.
Step 3 · Vote now
Dec 7, 2026 – Feb 14, 2027Proposed
Vote online, by phone or by mail. Online and phone voting close at 11:59 p.m. ET on Sunday, February 14, the day before the meeting.
Step 4
Mon, February 15, 2027Proposed
Votes are counted and results are announced. If a quorum isn’t reached, the meeting may be adjourned.
7Documents & resources
The proxy statement contains important information about each proposal. Please read it carefully before voting.
Formal notice of the meeting date, time and items of business · [X KB]
See what your proxy card looks like and where your control number is · [X KB]
Any updates to the proxy statement will appear here · [None at this time]
Financial professionals can find these in the Advisor Resource Center:
Documents open as PDF files. Need a printed copy? Call [1-800-XXX-XXXX] and we’ll mail one free of charge.
8Need help?
Choose the option that best matches your question.
Questions about the proposals?
J.P. Morgan Funds can help with questions about your fund, the proposals or your account.
e.g. “What is a unified fee?” · “Is my fund affected?” · “Where can I read the proxy statement?”
Need assistance voting your shares?
D.F. King & Co., Inc., the Funds’ proxy solicitor, can help you vote over the phone or find your control number.
e.g. “I lost my proxy card.” · “I can’t find my control number.” · “I’d like to vote by phone with an agent.”
Financial professionals: contact your J.P. Morgan representative or the Advisor Service Center at [1-800-XXX-XXXX].
Advisor Resource Center