JPMORGAN VALUE OPPORTUNITIES FUND, INC. JPMORGAN TRUST II JPMorgan Large Cap Value Fund (All Share Classes)

Transcription

1 JPMORGAN VALUE OPPORTUNITIES FUND, INC. JPMORGAN TRUST II JPMorgan Large Cap Value Fund (All Share Classes) Supplement dated October 15, 2013 to the Summary Prospectuses dated November 1, 2012, as supplemented On October 10, 2013, at a special meeting of shareholders, the shareholders of the JPMorgan Value Opportunities Fund (the Value Opportunities Fund ) approved a proposal to merge the Value Opportunities Fund into the JPMorgan Large Cap Value Fund (the Acquiring Fund ). It is anticipated that the merger will be completed as of the close of business on Friday, October 18, Existing shareholders of the Value Opportunities Fund are permitted to continue to purchase Fund shares until the time of the merger. New investors are not currently permitted to purchase Value Opportunities Fund shares. Effective at the time of the merger, the expense limitation for the Acquiring Fund s Class A Shares will be reduced to 0.93%. INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE SUMMARY PROSPECTUS FOR FUTURE REFERENCE SUP-SPRO-VOLCV

2 JPMORGAN VALUE OPPORTUNITIES FUND, INC. JPMORGAN TRUST II JPMorgan Large Cap Value Fund (All Share Classes) (collectively, the JPMorgan Value Opportunities Fund, Inc. and JPMorgan Large Cap Value Fund are referred to as the Funds ) Supplement dated September 23, 2013 to the Summary Prospectuses dated November 1, 2012, as supplemented Update on the JPMorgan Value Opportunities Fund The special meeting ( Meeting ) of shareholders of JPMorgan Value Opportunities Fund (the Value Opportunities Fund ) to approve the merger of the Value Opportunities Fund into the JPMorgan Large Cap Value Fund (the Large Cap Value Fund ) on September 10, 2013 was adjourned because not enough proxies were submitted by shareholders to meet the quorum requirement to consider the merger proposal at the Meeting. Therefore, the merger was not approved on September 10, Since the merger was not approved, the Board of the Value Opportunities Fund convened to consider options for the Fund. After careful consideration of the available options, the Board determined that the Meeting should be reconvened on October 10, In the interim, the Value Opportunities Fund will continue to seek quorum for the Meeting and shareholder approval of the merger. In making its determination, the Board considered the significant number of shareholders that had already voted to approve the merger and the benefits to all shareholders if the merger can be completed. In particular, the Board considered the fact that the merger will only be completed if it qualifies as a tax-free reorganization for federal income tax purposes. The Board also considered the significant increase to the Value Opportunities Fund s total annual fund operating expenses on a gross basis that have resulted from recent significant redemptions, in contrast to the lower total annual fund operating expenses on a gross basis that are estimated for the Large Cap Value Fund post merger. In addition to the impact on fees, on both a gross and net basis, the Board considered information previously furnished to the Board in connection with its prior deliberations on this matter. However, recognizing that it is neither feasible nor legally permitted for the Value Opportunities Fund to conduct a proxy solicitation indefinitely, the Board approved in principle the liquidation of the Value Opportunities Fund if shareholders do not approve the merger when the Meeting is reconvened on October 10, If the Value Opportunities Fund is liquidated, the Fund s liquidation may be taxable to a shareholder depending on the shareholder s tax situation; as a result, the tax-free nature of the merger may be more beneficial to shareholders. The Board also approved discontinuing sales of the Value Opportunities Funds as follows: FOR EXISTING SHAREHOLDERS OF RECORD OF THE FUND AS OF SEPTEMBER 24, 2013, ADDITIONAL PURCHASES OF FUND SHARES WILL BE ACCEPTED UP TO AND INCLUDING OCTOBER 4, 2013 AFTER WHICH NO NEW PURCHASES WILL BE ACCEPTED. FOR NEW INVESTORS, PURCHASES OF FUND SHARES WILL NO LONGER BE ACCEPTED EFFECTIVE SEPTEMBER 25, Additional Information about the Merger Proposal The merger was originally recommended in connection with an effort to eliminate overlapping product offerings and in order to take advantage of potential operational and administrative efficiencies that may result. After determining that (i) participation in the merger is in the best interests of each Fund overseen by that Board and (ii) the interests of the Funds existing shareholders will not be diluted as a result of the merger, the Board of both Funds approved the merger. J.P. Morgan Investment Management, Inc., the Funds investment adviser, JPMorgan Funds Management, the administrator of the Large Cap Value Fund and business manager of the Value Opportunities Fund and JPMorgan Distribution Services, Inc. ( JPMDS ), the distributor for the Funds, have committed to waive their fees and/or reimburse the expenses of the Large Cap Value Fund, as needed, in order to maintain the net expense level for each class of shares of the Large Cap Value Fund following the merger (excluding any fees and expenses associated with investment in other funds, interest, taxes, expenses related to litigation and potential litigation and SUP-SPRO-VOLCV-913-2

3 extraordinary expenses) at the level in effect immediately prior to the merger for each acquired class of the Value Opportunities Fund. These contractual fee waivers and/or expense reimbursements will stay in effect through October 31, 2014 for the Large Cap Value Fund, and there is no guarantee such waivers/reimbursements will be continued after October 31, If the merger is approved, shareholders of the Value Opportunities Fund will generally receive shares of the same class of the Large Cap Value Fund as they held in the Value Opportunities Fund, except that Institutional Class shareholders of the Value Opportunities Fund will receive Class R5 Shares of the Large Cap Value Fund. The Large Cap Value Fund s Class R5 Shares are subject to a shareholder servicing fee that is 5 basis points lower than the shareholder servicing fee for Institutional Class Shares of the Value Opportunities Fund, and as a result, the expense limitation for the Class R5 Shares is also 5 basis points lower than the expense limitation for the Institutional Class Shares. Because not all Institutional Class shareholders of the Value Opportunities Fund would otherwise be eligible to hold Class R5 Shares, the Board of the Large Cap Value Fund has approved a change in the eligibility for Class R5 Shares of the Large Cap Value Fund, effective as of the closing of the merger, so that Class R5 Shares of the Large Cap Value Fund may be held by all Value Opportunities Fund shareholders who will receive their Class R5 Shares in connection with the proposed merger. Such shareholders will be able to continue to purchase shares in existing accounts after the merger is completed. If the merger is approved by the shareholders of the Value Opportunities Fund, each holder of a class of shares of the Value Opportunities Fund will receive, following the transfer, on a tax-free basis for federal income tax purposes, a number of full and fractional shares of the corresponding Class of shares of the Large Cap Value Fund (except that Institutional Class Shares of the Value Opportunities Fund will receive Class R5 shares of the Large Cap Value Fund) having an aggregate net asset value equal to the aggregate net asset value of the shares of the Value Opportunities Fund held by that shareholder as of the close of business of the New York Stock Exchange, usually 4:00 p.m. New York time, on the closing day of the merger. INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE SUMMARY PROSPECTUS FOR FUTURE REFERENCE

4 Summary Prospectus November 1, 2012 JPMorgan Value Opportunities Fund Class/Ticker: A/JVOAX B/JVOBX C/JVOCX Before you invest, you may want to review the Fund s Prospectus, which contains more information about the Fund and its risks. You can find the Fund s Prospectus and other information about the Fund, including the Statement of Additional Information, online at You can also get this information at no cost by calling or by sending an request to Funds.Website.Support@jpmorganfunds.com or by asking any financial intermediary that offers shares of the Fund. The Fund s Prospectus and Statement of Additional Information, both dated November 1, 2012, are incorporated by reference into this Summary Prospectus. What is the goal of the Fund? The Fund seeks to provide long-term capital appreciation. Fees and Expenses of the Fund The following tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts on purchases of Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in the J.P. Morgan Funds. More information about these and other discounts is available from your financial intermediary and in How to Do Business with the Funds SALES CHARGES on page 78 of the prospectus and in PURCHASES, REDEMPTIONS AND EXCHANGES on page 45 of the Statement of Additional Information. SHAREHOLDER FEES (Fees paid directly from your investment) Class A Class B Class C Maximum Sales Charge (Load) Imposed on Purchases, as % of the Offering Price 5.25% NONE NONE Maximum Deferred Sales Charge (Load), as % of Original Cost of the Shares NONE 5.00% 1.00% (under $1 million) ANNUAL FUND OPERATING EXPENSES (Expenses that you pay each year as a percentage of the value of your investment) Class A Class B Class C Management Fees 0.40% 0.40% 0.40% Distribution (Rule 12b-1) Fees Other Expenses Shareholder Service Fees Remainder of Other Expenses Total Annual Fund Operating Expenses Fee Waivers and Expense Reimbursements 1 (0.21) (0.22) (0.22) Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursements The Fund s adviser, distributor and business manager (the Service Providers) have contractually agreed to waive their respective fees and/or reimburse expenses to the extent Total Annual Fund Operating Expenses of Class A, Class B and Class C Shares (excluding acquired fund fees and expenses, interest, taxes, expenses related to litigation and potential litigation, extraordinary expenses) exceed 0.95%, 1.45% and 1.45%, respectively, of their average daily net assets. This agreement cannot be terminated prior to 11/1/13 at which time the Service Providers will determine whether or not to renew or revise it. Example This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund s operating expenses are equal to the total annual fund operating expenses after fee waivers and expense reimbursements shown in the fee table through 10/31/13 and total annual fund operating expenses thereafter. Your actual costs may be higher or lower. 1

5 IF YOU SELL YOUR SHARES, YOUR COST WOULD BE: 1 Year 3 Years 5 Years 10 Years CLASS A SHARES ($) ,100 1,821 CLASS B SHARES ($) ,087 1,817 CLASS C SHARES ($) ,958 IF YOU DO NOT SELL YOUR SHARES, YOUR COST WOULD BE: 1 Year 3 Years 5 Years 10 Years CLASS A SHARES ($) ,100 1,821 CLASS B SHARES ($) ,817 CLASS C SHARES ($) ,958 Portfolio Turnover The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses, or in the Example, affect the Fund s performance. During the Fund s most recent fiscal year, the Fund s portfolio turnover rate was 142% of the average value of its portfolio. What are the Fund s main investment strategies? Under normal circumstances, the Fund invests at least 80% of its Assets in equity securities of mid- and large-capitalization companies at the time of purchase. Assets means net assets, plus the amount of borrowings for investment purposes. Issuers with market capitalizations between $2 billion and $5 billion are considered mid capitalization while those above $5 billion are considered large capitalization. Although the Fund is permitted to invest significantly in both mid- and largecapitalization companies, the adviser currently intends to invest primarily in equity securities of large capitalization companies. The equity securities the Fund primarily invests in are common stocks. Derivatives, which are instruments that have a value based on another instrument, exchange rate or index, may be used as substitutes for securities in which the Fund can invest. To the extent the Fund uses derivatives, the Fund will primarily use futures contracts to more effectively gain targeted equity exposure from its cash positions. Investment Process: The Fund s adviser invests in companies whose securities are, in the adviser s opinion, currently undervalued when purchased but which have the potential to 2 increase their intrinsic value per share. In managing the Fund, the adviser employs a three-step process that combines research, valuation and stock selection. The adviser takes an in-depth look at company prospects over a period as long as five years which is designed to provide insight into a company s real growth potential. The research findings allow the adviser to rank the companies in each industry group according to their relative value. On behalf of the Fund, the adviser then buys and sells securities, using the research and valuation rankings as a basis. In general, the adviser buys equity securities that are identified as undervalued and considers selling them when they appear overvalued. Along with attractive valuation, the adviser often considers a number of other criteria: catalysts that could trigger a rise in a stock s price high potential reward compared to potential risk temporary mispricings caused by market overreactions. The Fund s Main Investment Risks The Fund is subject to management risk and may not achieve its objective if the adviser s expectations regarding particular securities or markets are not met. An investment in this Fund or any other fund may not provide a complete investment program. The suitability of an investment in the Fund should be considered based on the investment objective, strategies and risks described in this Prospectus, considered in light of all of the other investments in your portfolio, as well as your risk tolerance, financial goals and time horizons. You may want to consult with a financial advisor to determine if this Fund is suitable for you. Equity Market Risk. The price of equity securities may rise or fall because of changes in the broad market or changes in a company s financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for the Fund s portfolio or the securities market as a whole, such as changes in economic or political conditions. When the value of the Fund s securities goes down, your investment in the Fund decreases in value. General Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Value Investing Risk. A value stock may decrease in price or may not increase in price as anticipated by the adviser if other

6 investors fail to recognize the company s value or the factors that the adviser believes will cause the stock price to increase do not occur. Mid-Cap Company Risk. Investments in mid-cap companies may be riskier than investments in larger, more established companies. Mid-cap companies may be more volatile and vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Derivative Risk. Derivatives, including futures, may be riskier than other types of investments and may increase the volatility of the Fund. Derivatives may be sensitive to changes in economic and market conditions and may create leverage, which could result in losses that significantly exceed the Fund s original investment. Derivatives expose the Fund to counterparty risk, which is the risk that the derivative counterparty will not fulfill its contractual obligations (and includes credit risk associated with the counterparty). Certain derivatives are synthetic instruments that attempt to replicate the performance of certain reference assets. With regard to such derivatives, the Fund does not have a claim on the reference assets and is subject to enhanced counterparty risk. Derivatives may not perform as expected, so the Fund may not realize the intended benefits. When used for hedging, the change in value of a derivative may not correlate as expected with the security or other risk being hedged. In addition, given their complexity, derivatives expose the Fund to risks of mispricing or improper valuation. High Portfolio Turnover Risk. The Fund may engage in active and frequent trading leading to increased portfolio turnover, higher transaction costs, and the possibility of increased capital gains, including short-term capital gains that will generally be taxable to shareholders as ordinary income. Redemption Risk. The Fund could experience a loss when selling securities to meet redemption requests by shareholders. The risk of loss increases if the redemption requests are unusually large or frequent, occur in times of overall market turmoil or declining prices for the securities sold, or when the securities the Fund wishes to or is required to sell are illiquid. Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money investing in the Fund. Fund s Class A Shares has varied from year to year for the past ten calendar years. The table shows the average annual total returns over the past one year, five years and ten years. The table compares that performance to the Russell 1000 Value Index and the Lipper Large-Cap Value Funds Index, an index based on the total returns of certain mutual funds within the Fund s designated category as determined by Lipper. Unlike the other index, the Lipper index includes the expenses of the mutual funds included in the index. The performance for the Class C Shares prior to their inception on 2/19/05 is based on the performance of the Class B Shares, whose expenses are substantially similar to those of the Class C Shares. Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future. Updated performance information is available by visiting or by calling The performance figures in the bar chart do not reflect any deduction for the front-end sales load which is assessed on Class A Shares. If the load were reflected, the performance figures would have been lower. YEAR-BY-YEAR RETURNS 40.00% 30.00% 20.00% 10.00% 0.00% % % % % % % 32.63% 17.14% 3.66% 19.90% -1.49% % 31.68% 12.10% Best Quarter 2nd quarter, % Worst Quarter 4th quarter, % -4.87% The Fund s year-to-date total return through 9/30/12 was 13.27%. The Fund s Past Performance This section provides some indication of the risks of investing in the Fund. The bar chart shows how the performance of the 3

7 AVERAGE ANNUAL TOTAL RETURNS (For periods ended December 31, 2011) Past 1 Year Past 5 Years Past 10 Years CLASS A SHARES Return Before Taxes (9.89)% (4.67)% 2.89% Return After Taxes on Distributions (10.08) (5.40) 1.47 Return After Taxes on Distributions and Sale of Fund Shares (6.18) (4.09) 2.09 CLASS B SHARES Return Before Taxes (10.38) (4.60) 2.94 CLASS C SHARES Return Before Taxes (6.34) (4.12) 2.83 RUSSELL 1000 VALUE INDEX (Reflects No Deduction for Fees, Expenses or Taxes) 0.39 (2.64) 3.89 LIPPER LARGE-CAP VALUE FUNDS INDEX (Reflects No Deduction for Taxes) (2.17) (2.26) 2.59 After-tax returns are shown only for the Class A Shares, and after-tax returns for the other classes will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. Management J.P. Morgan Investment Management Inc. Portfolio Manager Managed the Fund Since Primary Title with Investment Adviser Aryeh Glatter 2011 Executive Director Purchase and Sale of Fund Shares Purchase minimums For Class A and Class C Shares To establish an account $1,000 To add to an account $25 Class B Shares are no longer available for new purchases. Existing shareholders can still reinvest their dividends and exchange their Class B Shares for Class B Shares of other Funds. In general, you may purchase or redeem shares on any business day Through your Financial Intermediary By writing to J.P. Morgan Funds Services, P.O. Box 8528, Boston, MA After you open an account, by calling J.P. Morgan Funds Services at Tax Information The Fund intends to make distributions that may be taxed as ordinary income or capital gains, except when your investment is in an IRA, 401(k) plan or other tax-advantaged investment plan, in which case you may be subject to federal income tax upon withdrawal from the tax-advantaged investment plan. Payments to Broker-Dealers and Other Financial Intermediaries If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the financial intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or financial intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary s website for more information. 4 SPRO-VO-ABC-1112