UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

JPMorgan Trust II

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

JPMorgan Trust II

270 Park Avenue

New York, NY 10017

April 30, 2014

Dear Shareholder:

I am writing to ask for your vote on important matters concerning your investment in the separate investment series of JPMorgan Trust II (the “Trust”). The Board of Trustees of the Trust (the “Board”) has called a special meeting of shareholders of the Trust scheduled for Tuesday, June 10, 2014 at 270 Park Avenue, New York, New York 10017, at 11:00 a.m. Eastern Time (“Meeting”).

It is important that you vote all proxies you receive.

The attached Proxy Statement relates to the following proposals that will be considered and acted upon at the Meeting:

After careful consideration, the Board of Trustees of the Trust recommends that you vote “FOR” Proposals 1-6 and “AGAINST” Proposal 7.

Proposal 1 will be voted on by all shareholders of the Trust while the other proposals will be voted on only by shareholders of the affected Funds.

Detailed information about each of the proposals is contained in the enclosed materials, starting on page 1 of the Proxy Statement. Your vote is very important to us regardless of the number of shares you own. Whether or not you plan to attend the Meeting in person, please read the Proxy Statement and cast your vote promptly. It is important that your vote be received no later than the time of the Meeting on Tuesday, June 10, 2014. VOTING IS QUICK AND EASY. EVERYTHING YOU WILL REQUIRE IS ENCLOSED. To cast your vote simply complete, sign and return the Proxy Card in the enclosed postage-paid envelope.

In addition to voting by mail, you may also vote either by telephone or via the Internet, as follows:

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We encourage you to vote by telephone or via the Internet using the control number that appears on your enclosed Proxy Card. Use of telephone or Internet voting will reduce the time and costs associated with this proxy solicitation.

Whichever method you choose, please read the enclosed Proxy Statement carefully before you vote.

NOTE: You may receive more than one set of proxy solicitation materials if you hold shares in more than one account or in more than one Fund. Please be sure to vote each account or Fund by utilizing one of the methods described on the Proxy Cards or by signing and dating each card and enclosing it in the postage-paid envelope provided for each Proxy Card. In addition, certain other J.P. Morgan Funds not listed herein will also hold a special meeting at the place and on the same date as the Trust. If you were also a shareholder of record on the record date of one or more of those other funds, you will receive a separate proxy statement and proxy card(s) relating to those funds. Please be certain to vote by telephone or via the Internet with respect to each J.P. Morgan Fund in which you are a shareholder of record or sign, date and return each proxy card you receive.

If you have any questions after considering the enclosed materials, please call 1 (866) 456-7052. We will get you the answers that you need promptly.

Sincerely,

Robert L. Young

President

JPMorgan Trust II

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JPMorgan Trust II

JPMorgan Arizona Municipal Bond Fund

JPMorgan Core Bond Fund

JPMorgan Core Plus Bond Fund

JPMorgan Equity Income Fund

JPMorgan Equity Index Fund

JPMorgan Government Bond Fund

JPMorgan High Yield Fund

JPMorgan International Equity Index Fund

JPMorgan Intrepid Mid Cap Fund

JPMorgan Investor Balanced Fund

JPMorgan Investor Conservative Growth Fund

JPMorgan Investor Growth Fund

JPMorgan Investor Growth & Income Fund

JPMorgan Large Cap Growth Fund

JPMorgan Large Cap Value Fund

JPMorgan Liquid Assets Money Market Fund

JPMorgan Limited Duration Bond Fund

JPMorgan Market Expansion Enhanced Index Fund

JPMorgan Michigan Municipal Bond Fund

JPMorgan Michigan Municipal Money Market Fund

JPMorgan Mid Cap Growth Fund

JPMorgan Mortgage-Backed Securities Fund

JPMorgan Multi-Cap Market Neutral Fund

JPMorgan Municipal Income Fund

JPMorgan Municipal Money Market Fund

JPMorgan Ohio Municipal Bond Fund

JPMorgan Ohio Municipal Money Market Fund

JPMorgan Short Duration Bond Fund

JPMorgan Short-Intermediate Municipal Bond Fund

JPMorgan Small Cap Growth Fund

JPMorgan Small Cap Value Fund

JPMorgan Tax Free Bond Fund

JPMorgan Treasury & Agency Fund

JPMorgan U.S. Government Money Market Fund

JPMorgan U.S. Treasury Plus Money Market Fund

270 Park Avenue

New York, NY 10017

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 10, 2014

To the Shareholders:

NOTICE IS HEREBY GIVEN that JPMorgan Trust II (the “Trust”), on behalf of each of its series named above (each a “Fund” and, collectively, the “Funds”), will hold a special meeting of shareholders at 270 Park Avenue, New York, New York 10017, on Tuesday, June 10, 2014 at 11:00 a.m. Eastern Time (the “Meeting”). Please contact Computershare at 1 866-456-7052 if you have any questions relating to attending the Meeting in person. The Meeting will be held for the following purposes:

You are entitled to vote at the Meeting and any adjournment(s) or postponement(s) thereof if you owned shares of any Fund listed above at the close of business on March 21, 2014 (the “Record Date”).

Whether or not you plan to attend the Meeting in person, please vote your shares. In addition to voting by mail, you may also vote by either telephone or via the Internet, as follows:

We encourage you to vote by telephone or via the Internet using the control number that appears on your enclosed Proxy Card. Use of telephone or Internet voting will reduce the time and costs associated with this proxy solicitation.

Whichever method you choose, please read the enclosed Proxy Statement carefully before you vote.

Important Notice regarding the availability of Proxy Materials for the Special Meeting of Shareholders to be held on June 10, 2014.

This Proxy Statement is available at www.proxy-direct.com/jpm-25469

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PLEASE RESPOND—WE ASK THAT YOU VOTE PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION.

YOUR VOTE IS IMPORTANT.

By Order of the Board of Trustees,

Robert L. Young

President

April 30, 2014

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JPMorgan Trust II

JPMorgan Arizona Municipal Bond Fund

JPMorgan Core Bond Fund

JPMorgan Core Plus Bond Fund

JPMorgan Equity Income Fund

JPMorgan Equity Index Fund

JPMorgan Government Bond Fund

JPMorgan High Yield Fund

JPMorgan International Equity Index Fund

JPMorgan Intrepid Mid Cap Fund

JPMorgan Investor Balanced Fund

JPMorgan Investor Conservative Growth Fund

JPMorgan Investor Growth Fund

JPMorgan Investor Growth & Income Fund

JPMorgan Large Cap Growth Fund

JPMorgan Large Cap Value Fund

JPMorgan Liquid Assets Money Market Fund

JPMorgan Limited Duration Bond Fund

JPMorgan Market Expansion Enhanced Index Fund

JPMorgan Michigan Municipal Bond Fund

JPMorgan Michigan Municipal Money Market Fund

JPMorgan Mid Cap Growth Fund

JPMorgan Mortgage-Backed Securities Fund

JPMorgan Multi-Cap Market Neutral Fund

JPMorgan Municipal Income Fund

JPMorgan Municipal Money Market Fund

JPMorgan Ohio Municipal Bond Fund

JPMorgan Ohio Municipal Money Market Fund

JPMorgan Short Duration Bond Fund

JPMorgan Short-Intermediate Municipal Bond Fund

JPMorgan Small Cap Growth Fund

JPMorgan Small Cap Value Fund

JPMorgan Tax Free Bond Fund

JPMorgan Treasury & Agency Fund

JPMorgan U.S. Government Money Market Fund

JPMorgan U.S. Treasury Plus Money Market Fund

270 Park Avenue

New York, NY 10017

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PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 10, 2014

THIS PROXY STATEMENT IS BEING FURNISHED TO YOU IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE BOARD OF TRUSTEES (“BOARD”) OF JPMORGAN TRUST II (the “Trust”), on behalf of each of its series named above (each a “Fund” and, collectively, the “Funds”), to be voted at a Special Meeting of Shareholders to be held on Tuesday, June 10, 2014, at 270 Park Avenue, New York, New York 10017, at 11:00 a.m. Eastern time, for the purposes set forth below and described in greater detail in this Proxy Statement. (The meeting and any adjournment(s) or postponement(s) of the meeting is referred to in this Proxy Statement as the “Meeting.”) This Proxy Statement, along with a Notice of Special Meeting of Shareholders and Proxy Card, is first being mailed to shareholders of the Funds on or about April 30, 2014.

The following proposals will be considered and acted upon at the Meeting:

Each proposal will be implemented if approved by shareholders and is not contingent on the approval of any other proposal.

You are entitled to vote at the Meeting, including any adjournment(s) or postponement(s) thereof, if you owned shares of any Fund at the close of business on March 21, 2014 (“Record Date”).

Only shareholders of record at the close of business on the Record Date will be entitled to notice of, and to vote at, the Meeting. Shares represented by proxies, unless revoked, will be voted at the Meeting in accordance with the instructions of the shareholders. If Proxy Cards have been executed, but no instructions are given, such proxies will be voted in favor of each of the applicable proposals. To revoke a proxy, the shareholder giving such proxy must either (1) submit to the Trust a subsequently dated Proxy Card, (2) deliver to the Trust a written notice of revocation, or (3) otherwise give notice of revocation in open meeting, in all cases prior to the exercise of the authority granted in the proxy.

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The presence in person or by proxy of the holders of record of a majority of the outstanding shares of the Trust shall constitute a quorum at the Meeting for purposes of Proposal 1. The presence in person or by proxy of the holders of record of a majority of the outstanding shares of each Affected Fund shall constitute a quorum at the Meeting for purposes of Proposals 2, 3, 4, 5, 6, 7 and 8 respectively.

In the event that the necessary quorum to transact business or the vote required to approve any proposal is not obtained by the date of the Meeting, a person named as proxy may propose one or more adjournments of the Meeting for a reasonable period or periods to permit further solicitation of proxies. In addition, if, in the judgment of the persons named as proxies, it is advisable to defer action on one or more proposals, the persons named as proxies may propose one or more adjournments of the Meeting with respect to such proposal or proposals for a reasonable period or periods. Any broker non-votes received will be excluded from the calculation of the number of votes required to approve any proposal to adjourn a Meeting. Please refer to the section in this Proxy Statement titled “Adjournments” for additional details.

If a shareholder wishes to participate in the Meeting, but does not wish to authorize the execution of a proxy by telephone or through the Internet, the shareholder may submit the Proxy Card included with this Proxy Statement or attend the Meeting in person.

The most recent annual report, including financial statements, for each Fund’s most recent completed fiscal year have been or will be mailed to shareholders. If you would like to receive additional copies of these shareholder reports free of charge, or copies of any subsequent shareholder report, please make the request in writing to J.P. Morgan Funds Services, PO. Box 8528, Boston MA 02261-8528 or by calling 1-800-480-4111. Requested shareholder reports will be sent by first class mail within three business days of the receipt of the request. You can also obtain the annual report for any J.P. Morgan Fund by visiting www.jpmorganfunds.com.

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PROPOSAL 1

Applicable Funds: All Funds

ELECTION OF EACH OF THE CURRENT TRUSTEES

What are shareholders being asked to approve in Proposal 1?

The purpose of this proposal is to elect the current Board of Trustees for the Trust. It is intended that the enclosed Proxy Card will be voted for the election as Trustees of the Trust the thirteen current trustees listed below. Pursuant to conditions set forth in an order from the Securities and Exchange Commission (the “Order”), JPMorgan Trust II must hold a meeting of Fund shareholders every five calendar years at which the Board of Trustees will be elected. The last shareholder meeting to elect Trustees was held in 2009. As a result, this Meeting is being held in 2014 to address the requirements of the Order.

Who are the Trustees to be elected to the Board?

The Board, based on the recommendation of its Governance Committee, has nominated for election each of the Trustees (each, a “Trustee” and collectively, the “Trustees”) who currently serve as trustees of the J.P. Morgan Funds. Each Trustee would hold office until his or her death, resignation, removal, incapacity, or retirement, subject to re-election every five calendar years. The Trustees are John F. Finn, Dr. Matthew Goldstein, Robert J. Higgins, Frankie D. Hughes, Peter C. Marshall, Mary E. Martinez, Marilyn McCoy, Mitchell M. Merin, William G. Morton, Jr., Dr. Robert A. Oden, Jr., Marian U. Pardo, Frederick W. Ruebeck and James J. Schonbachler. Each of the Trustees, other than Ms. Martinez, Mr. Merin and Ms. Pardo, was elected at the shareholder meeting held on June 15, 2009. To fill vacancies created by the retirement of three former Trustees at the end of 2012, the Governance Committee and Board appointed Ms. Martinez and Mr. Merin to serve as Trustees effective January 1, 2013 and Ms. Pardo to serve as Trustee effective February 1, 2013. The Trustees are also trustees of the other registered investment companies in the J.P. Morgan Fund complex, a fund complex consisting of twelve registered investment companies advised by J.P. Morgan Investment Management Inc. (“JPMIM” or the “Adviser”) or its affiliates (the “J.P. Morgan Funds Complex”). JPMIM is a wholly-owned subsidiary of JPMorgan Chase & Co., a leading global financial services firm with assets of $2.4 trillion and operations worldwide.

What are the qualifications of the Trustees to be elected to the Board?

The Board’s Governance Committee is responsible for selection and nomination of persons for election or appointment as Trustees. At the February 12, 2014 Board meeting, the Governance Committee and Board evaluated each Trustee. The following is a description of the factors considered by the Governance Committee and the Board in concluding that each Trustee should serve for re-election as Trustee of the Trust. The Governance Committee and Board evaluated each Trustee both individually and in the broader context of the Board’s overall effectiveness.

The Governance Committee and the Board considered the commitment that each Trustee has demonstrated in serving on the Board including the significant time each Trustee has devoted to preparing for meetings and the active engagement and participation of each Trustee at Board meetings. The Governance Committee and the Board also considered the character of each Trustee noting that each Trustee is committed to executing his or her duties as a trustee with diligence, honesty and integrity. The Governance Committee and the Board also considered the contributions that each Trustee has made to the Board in terms of experience, leadership, independence and the ability to work effectively and collaboratively with other Board members.

The Governance Committee also considered the significant and relevant experience and knowledge that each Trustee has with respect to registered investment companies and asset management. The Governance Committee

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and the Board noted the additional experience that each of the Trustees has gained with respect to registered investment companies as a result of his or her service on the J.P. Morgan Funds Board. The J.P. Morgan Funds overseen by the J.P. Morgan Funds Board represent almost every asset class including (1) fixed income funds including traditional bond funds, municipal bond funds, high yield funds, government funds, and emerging markets debt funds, (2) money market funds, (3) international, emerging markets and country/region funds, (4) equity funds including small, mid and large capitalization funds and value and growth funds, (5) index funds, (6) funds of funds, including target date funds, and (7) specialty funds including market neutral funds, long/short funds and funds that invest in real estate securities and commodity-related securities and derivatives. The Governance Committee and the Board also considered the experience that each Trustee had with respect to reviewing agreements with the Funds’ service providers in connection with their broader service to the J.P. Morgan Funds including each Fund’s investment adviser, custodian, and fund accountant.

The Governance Committee and the Board also considered the experience and contribution of each Trustee in the context of the Board’s leadership and committee structure. The Board currently has six standing committees including 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. Prior to August 22, 2013, the Board had four committees: the Audit and Valuation Committee, the Compliance Committee, the Governance Committee and the Investments Committee. The Investments Committee had three sub-committees: an Equity Subcommittee, a Fixed Income Subcommittee and a Money Market and Alternative Products Subcommittee. Effective August 22, 2013, the Investments Sub-Committees were reorganized into three separate investment committees: the Equity Committee, the Fixed Income Committee and the Money Market and Alternative Products Committee. Different members of the Board serve on these three investment committees with respect to each asset type thereby allowing the J.P. Morgan Funds Board to effectively evaluate information for the 165 Funds in the J.P. Morgan Funds Complex in a focused, disciplined manner.

The Governance Committee and the Board also considered the operational efficiencies achieved by having a single Board for the Funds and the other registered investment companies overseen by the Adviser and its affiliates as well as the extensive experience of certain Trustees in serving on Boards for registered investment companies advised by subsidiaries or affiliates of JPMorgan Chase & Co. and/or Bank One Corporation (known as “heritage J.P. Morgan Funds” or “heritage One Group Mutual Funds”).

In reaching its conclusion that each Trustee should continue to serve as a Trustee of the Trust, the Governance Committee and the Board also considered the following additional specific qualifications, contributions and experience of each Trustee:

John F. Finn. Mr. Finn has served on the J.P. Morgan Funds Board since 2005 and was a member of the heritage One Group Mutual Funds Board since 1998. Until February 2013, Mr. Finn served on the Audit and Valuation Committee. As a member of the Audit and Valuation Committee, Mr. Finn has participated in the appointment of the Funds’ independent accountants, the oversight of the performance of the Funds’ audit, accounting and financial reporting policies, practices and internal controls and valuation policies, assisting the Board in its oversight of the valuation of the Funds’ securities by the Adviser, overseeing the quality and objectivity of the Funds’ independent audit and the financial statements of the Funds, and acting as a liaison between the Funds’ independent registered public accounting firm and the full Board. Mr. Finn currently serves as a member of the Equity Committee and the Governance Committee. As a member of the Governance Committee, he has participated in the selection and nomination of persons for election or appointment as Trustees, periodic review of the compensation payable to the Trustees, review and evaluation of the functioning of the Board and its committees, oversight of any ongoing litigation affecting the Funds, the Adviser or the non-interested Trustees, oversight of regulatory issues or deficiencies affecting the Funds, oversight of the Funds’ risk management processes and oversight and review of matters with respect to service providers to the Funds. In addition, Mr. Finn is also the head of the Strategic Planning Working Group, comprised of independent Trustees. The Strategic Planning Working Group works with the administrator to the Trust on initiatives related to efficiency and effectiveness of Board materials and meetings.

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Dr. Matthew Goldstein. Dr. Goldstein has served as the Chairman of the Board since January 2013 and on the J.P. Morgan Funds Board since 2005. Dr. Goldstein was a member of the heritage J.P. Morgan Funds Board since 2003. Dr. Goldstein serves as the Chairman of the Governance Committee. As a member of the Governance Committee, he has participated in the selection and nomination of persons for election or appointment as Trustees, periodic review of the compensation payable to the Trustees, review and evaluation of the functioning of the Board and its committees, oversight of any ongoing litigation affecting the Funds, the Adviser or the non-interested Trustees, oversight of regulatory issues or deficiencies affecting the Funds, oversight of the Funds’ risk management processes and oversight and review of matters with respect to service providers to the Fund. Dr. Goldstein previously served as the Chairman of the Money Market and Alternative Products Subcommittee.

Robert J. Higgins. Mr. Higgins has served on the J.P. Morgan Funds Board since 2005 and was a member of the heritage J.P. Morgan Funds Board since 2002. Mr. Higgins serves as the Chairman of the Equity Committee. Until February 2013, Mr. Higgins served on the Audit and Valuation Committee. As a member of the Audit and Valuation Committee, Mr. Higgins has participated in the appointment of the Funds’ independent accountants, the oversight of the performance of the Funds’ audit, accounting and financial reporting policies, practices and internal controls and valuation policies, assisting the Board in its oversight of the valuation of the Funds’ securities by the Adviser, overseeing the quality and objectivity of the Funds’ independent audit and the financial statements of the Funds and acting as a liaison between the Funds’ independent registered public accounting firm and the full Board. Mr. Higgins currently serves on the Compliance Committee. As a member of the Compliance Committee, he has participated in the oversight of the Funds’ compliance with legal, regulatory and contractual requirements and compliance policies and procedures, as well as the appointment and compensation of the Funds’ Chief Compliance Officer. The members of the Compliance Committee also oversee the investigation and resolution of any significant compliance incidents.

Frankie D. Hughes. Ms. Hughes has served on the J.P. Morgan Funds Board since 2008. Until February 2013, Ms. Hughes was a member of the Fixed Income Subcommittee. Ms. Hughes is also a member of the Compliance Committee. As a member of the Compliance Committee, she has participated in the oversight of the Funds’ compliance with legal, regulatory and contractual requirements and compliance policies and procedures, as well as the appointment and compensation of the Funds’ Chief Compliance Officer. The members of the Compliance Committee also oversee the investigation and resolution of any significant compliance incidents. Ms. Hughes also serves as a member of the Money Market and Alternative Products Committee.

Peter C. Marshall. Mr. Marshall has served on the J.P. Morgan Funds Board since 2005 and is currently Vice Chairman. Mr. Marshall was also the Chairman of the heritage One Group Mutual Funds Board, serving as a member of such Board since 1985. Mr. Marshall was also an Audit Committee Financial Expert for the heritage One Group Mutual Funds. Mr. Marshall serves as a member of the Governance Committee. As a member of the Governance Committee, he has participated in the selection and nomination of persons for election or appointment as Trustees, periodic review of the compensation payable to the Trustees, review and evaluation of the functioning of the Board and its committees, oversight of any ongoing litigation affecting the Funds, the Adviser or the non-interested Trustees, oversight of regulatory issues or deficiencies affecting the Funds, oversight of the Funds’ risk management processes and oversight and review of matters with respect to service providers to the Funds. Mr. Marshall also serves as a member of the Money Market and Alternative Products Committee.

Mary E. Martinez. Ms. Martinez has served on the J.P. Morgan Funds Board since January 2013. In addition to the experience that Ms. Martinez has gained through her service on the J.P. Morgan Funds Board, Ms. Martinez was a senior financial services executive with over 25 years of experience in asset management, wealth management and private banking services. She has extensive experience with respect to registered investment companies and asset management products as a result of serving as president to other registered investment companies and as a chief operating officer of an asset management firm with responsibility for product development, management, infrastructure and operating oversight, including experience with respect to: (1) diversified product offerings

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including fundamental, quantitative, traditional and alternative asset classes; (2) asset and portfolio management analytics; (3) risk management and governance; and (4) regulatory and financial reporting. Ms. Martinez also serves on the Audit and Valuation Committee. As a member of the Audit and Valuation Committee, she has participated in the appointment of the Funds’ independent accountants, the oversight of the performance of the Funds’ audit, accounting and financial reporting policies, practices and internal controls and valuation policies, assisting the Board in its oversight of the valuation of the Funds’ securities by the Adviser, overseeing the quality and objectivity of the Funds’ independent audit and the financial statements of the Funds, and acting as a liaison between the Funds’ independent registered public accounting firm and the full Board. Ms. Martinez also serves as a member of the Fixed Income Committee.

Marilyn McCoy. Ms. McCoy has served on the J.P. Morgan Funds Board since 2005 and was a member of the heritage One Group Mutual Funds Board since 1999. Ms. McCoy is the Chairman of the Compliance Committee. As a member of the Compliance Committee, she has participated in the oversight of the Funds’ compliance with legal, regulatory and contractual requirements and compliance policies and procedures, as well as the appointment and compensation of the Funds’ Chief Compliance Officer. The members of the Compliance Committee also oversee the investigation and resolution of any significant compliance incidents. Ms. McCoy also serves as a member of the Equity Committee.

Mitchell M. Merin. Mr. Merin has served on the J.P. Morgan Funds Board since January 2013 and is the Chairman of the Money Market and Alternative Products Committee. In addition to the experience that Mr. Merin has gained through his service on the J.P. Morgan Funds Board, Mr. Merin has been in the securities and asset management business for over 25 years and has served as both a board member and president of other registered investment companies and has extensive experience with respect to (1) taxable fixed income products and derivatives; (2) investment oversight; and (3) board governance of registered investment companies and other public companies. Mr. Merin has held leadership positions within the investment company industry including serving as a member of the Executive Committee of the Board of Governors of the Investment Company Institute and the Chair of the Fixed Income Securities and Investment Company Committees of NASDR. Mr. Merin also serves on the Audit and Valuation Committee. As a member of the Audit and Valuation Committee, he has participated in the appointment of the Fund’s independent accountants, the oversight of the performance of the Fund’s audit, accounting and financial reporting policies, practices and internal controls and valuation policies, assisting the Board in its oversight of the valuation of the Funds’ securities by the Adviser, overseeing the quality and objectivity of the Funds’ independent audit and the financial statements of the Funds, and acting as a liaison between the Funds’ independent registered public accounting firm and the full Board.

William G. Morton, Jr. Mr. Morton has served on the J.P. Morgan Funds Board since 2005 and was a member of the heritage J.P. Morgan Funds Board since 2003. Mr. Morton also serves as a member of the Governance Committee. As a member of the Governance Committee, he has participated in the selection and nomination of persons for election or appointment as Trustees, periodic review of the compensation payable to the Trustees, review and evaluation of the functioning of the Board and its committees, oversight of any ongoing litigation affecting the Funds, the Adviser or the non-interested Trustees, oversight of regulatory issues or deficiencies affecting the Funds, oversight of the Funds’ risk management processes and oversight and review of matters with respect to service providers to the Funds. Mr. Morton also serves as a member of the Equity Committee.

Dr. Robert A. Oden Jr. Dr. Oden has served on the J.P. Morgan Funds Board since 2005 and was a member of the heritage One Group Mutual Funds Board since 1997. Until February 2013, Dr. Oden was a member of the Compliance Committee. As a member of the Compliance Committee, he has participated in the oversight of the Funds’ compliance with legal, regulatory and contractual requirements and compliance policies and procedures, as well as the appointment and compensation of the Funds’ Chief Compliance Officer. The members of the Compliance Committee also oversee the investigation and resolution of any significant compliance incidents. Dr. Oden currently serves as a member of the Governance Committee. As a member of the Governance Committee, he has participated in the selection and nomination of persons for election or appointment as Trustees, periodic review of the compensation payable to the Trustees, review and evaluation of the functioning

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of the Board and its committees, oversight of any ongoing litigation affecting the Funds, the Adviser or the non-interested Trustees, oversight of regulatory issues or deficiencies affecting the Funds, oversight of the Funds’ risk management processes and oversight and review of matters with respect to service providers to the Funds. Dr. Oden also serves as a member of the Fixed Income Committee.

Marian U. Pardo. Ms. Pardo has served on the J.P. Morgan Funds Board since February 2013. In addition to the experience that Ms. Pardo has gained through her service on the J.P. Morgan Funds Board, Ms. Pardo has been in the financial services industry since 1968, with experience in banking, lending, and investment management, and has specific experience with respect to (1) portfolio management, (2) the J.P. Morgan Funds’ investment advisory business, and (3) banking and investment management. She served as a portfolio manager for equity funds across the capitalization spectrum including, prior to 2002, small cap US equity funds advised by JPMIM. Ms. Pardo is also a member of the Compliance Committee. As a member of the Compliance Committee, she has participated in the oversight of the Funds’ compliance with legal, regulatory and contractual requirements and compliance policies and procedures, as well as the appointment and compensation of the Funds’ Chief Compliance Officer. The members of the Compliance Committee also oversee the investigation and resolution of any significant compliance incidents. Ms. Pardo also serves as a member of the Money Market and Alternative Products Committee.

Frederick W. Ruebeck. Mr. Ruebeck has served on the J.P. Morgan Funds Board since 2005 and was a member of the heritage One Group Mutual Funds Board since 1994. Mr. Ruebeck is the Chairman of the Fixed Income Committee. Mr. Ruebeck also serves on the Audit and Valuation Committee. As a member of the Audit and Valuation Committee, Mr. Ruebeck has participated in the appointment of the Funds’ independent accountants, the oversight of the performance of the Funds’ audit, accounting and financial reporting policies, practices and internal controls and valuation policies, assisting the Board in its oversight of the valuation of the Funds’ securities by the Adviser, overseeing the quality and objectivity of the Funds’ independent audit and the financial statements of the Funds, and acting as a liaison between the Funds’ independent registered public accounting firm and the full Board.

James J. Schonbachler. Mr. Schonbachler has served on the J.P. Morgan Funds Board since 2005 and was a member of the heritage J.P. Morgan Funds Board since 2001. Mr. Schonbachler serves as Chairman of the Audit and Valuation Committee. In connection with his duties to the Audit and Valuation Committee, Mr. Schonbachler has participated in the appointment of the Funds’ independent accountants, the oversight of the performance of the Funds’ audit, accounting and financial reporting policies, practices and internal controls and valuation policies, assisting the Board in its oversight of the valuation of the Funds’ securities by the Adviser, overseeing the quality and objectivity of the Funds’ independent audit and the financial statements, and acting as a liaison between the Funds’ independent registered public accounting firm and the full Board. Mr. Schonbachler also serves as a member of the Fixed Income Committee.

Additional Information concerning the Trustees

Information about the Trustees, including their year of birth, their position(s) with the Trust, term of office, length of time served, principal occupations during the past five years, and other current directorships, is set forth in the table below. Each Trustee has consented to being named in this proxy statement and has agreed to continue to serve on the Board if elected; however, should any Trustee become unable or unwilling to accept election, the persons named in the proxy will exercise their voting power in favor of such other person or persons as the Board may recommend. There are no family relationships among the Trustees. The address for each of the Trustees is 270 Park Avenue, New York, New York 10017.

A Trustee is deemed to be “independent” to the extent the Trustee is not an “interested person” of the Trust or the other funds in the J.P. Morgan Funds Complex, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (“1940 Act”) (each an “Independent Trustee”).

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Executive Officers

Officers of the Trust are appointed by the Board to oversee the day-to-day activities of each series of the Trust. Information about the executive officers of the Trust, including their principal occupations during the past five years, is set forth in Exhibit B. Each of these officers is also an officer and/or employee of JPMIM or its affiliates.

Share Ownership

As of March 21, 2014, each of the Trustees and executive officers of the Trust beneficially owned individually and, collectively as a group, less than 1% of the outstanding shares of each class of each Fund of the Trust, respectively.

The following table sets forth the aggregate dollar range of equity securities owned by each Trustee of the Funds of the Trust solicited by this Proxy Statement and of all funds in the Family of Investment Companies (defined below) as of December 31, 2013. The information as to beneficial ownership is based on statements furnished by each Trustee.

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12

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It is expected that the Board will meet at least quarterly at regularly scheduled meetings. During the year ended December 31, 2013, the Board met 11 times. Mr. Higgins attended 6 of the meetings. The remainder of the Trustees attended at least 75% of the meetings held while they were Trustees of the Trust. The Trust is not required to hold annual meetings and, therefore, the Board does not have a policy with regard to Trustee attendance at such meetings.

If elected, each Trustee will serve an indefinite term, subject to the order, which requires re-election every five calendar years and the Trust’s current retirement policy, which is age 75 for all Trustees except that the Board has determined Mr. Morton should, if elected, continue to serve until December 31, 2014.

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Compensation

The Funds of the J.P. Morgan Funds Complex overseen by the Trustees pay each Trustee an annual fee of $315,000 and reimburse each Trustee for expenses incurred in connection with service as a Trustee. In addition, the Funds pay the Chairman $225,000 and the Vice Chairman $75,000. The Chairman and Vice Chairman receive no additional compensation for service as committee or sub-committee chairmen. Committee chairs and sub-committee chairs who are not already receiving an additional fee are each paid $50,000. Beginning January 1, 2014, the head of the Strategic Planning Working Group also receives an additional annual fee of $50,000 for his services. The Trustees may hold various other directorships unrelated to the J.P. Morgan Funds Complex. The Compensation Table below sets forth the total compensation paid to the current Trustees from the Funds Complex for the calendar year ended December 31, 2013:

Standing Committees

The Board of Trustees has six standing committees: 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 members of each Committee are set forth below:

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Audit and Valuation Committee. The Board has an audit committee composed entirely of Trustees who are not “interested persons” of the Trust, the Trust’s investment adviser or its affiliates as that term is defined in the 1940 Act (the “Audit Committee”). The Audit Committee operates pursuant to a written charter, which was most recently amended in June 2013 and reviewed at the regular board meeting in November 2013. The purposes of the Audit and Valuation Committee are to: (i) appoint and determine compensation of the Funds’ independent accountants; (ii) evaluate the independence of the Funds’ independent accountants; (iii) oversee the performance of the Funds’ audit, accounting and financial reporting policies, practices and internal controls and valuation policies; (iv) approve non-audit services, as required by the statutes and regulations administered by the Securities and Exchange Commission (“SEC”), including the 1940 Act and the Sarbanes-Oxley Act of 2002; (v) assist the Board in its oversight of the valuation of the Funds’ securities by the Adviser, as well as any sub-adviser; (vi) oversee the quality and objectivity of the Funds’ independent audit and the financial statements of the Funds; and (vii) act as a liaison between the Funds’ independent registered public accounting firm and the full Board. The Audit Committee has delegated valuation responsibilities to any member of the Committee to respond to inquiries on valuation matters and participate in fair valuation determinations when the Funds’ valuation procedures require Board action, but it is impracticable or impossible to hold a meeting of the entire Board. Prior to November 18, 2009, the Board delegated these valuation responsibilities to a Valuation Subcommittee of the Audit Committee.

Compliance Committee. The Compliance Committee operates pursuant to a written charter, which was most recently amended in February 2012 and reviewed at the regular board meeting in November 2013. The primary purposes of the Compliance Committee are to (i) oversee the Funds’ compliance with legal and regulatory and contractual requirements and the Funds’ compliance policies and procedures; and (ii) consider the appointment, compensation and removal of the Funds’ Chief Compliance Officer.

Governance Committee. The members of the Governance Committee are each Independent Trustees of the J.P. Morgan Funds. The Governance Committee operates pursuant to a written charter, which was most recently amended in February 2012 and reviewed at the regular board meeting in November 2013. A copy of the Governance Committee Charter is attached as Exhibit A. The duties of the Governance Committee include, but are

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not limited to, (i) selection and nomination of persons for election or appointment as Trustees; (ii) periodic review of the compensation payable to the Trustees; (iii) establishment of Trustee expense policies; (iv) periodic review and evaluation of the functioning of the Board and its committees; (v) appointment and removal of the Funds’ Senior Officer, and approval of compensation for the Funds’ Senior Officer and retention and compensation of the Senior Officer’s staff and consultants; (vi) selection of independent legal counsel to the non-interested Trustees and legal counsel to the Funds; (vii) oversight of ongoing civil litigation affecting the Funds, the Adviser or the Board of Trustees; (viii) oversight of regulatory issues or deficiencies affecting the Funds (except financial matters considered by the Audit Committee); (ix) oversight of the risk management processes for Funds; and (x) oversight and review of matters with respect to service providers to the Funds (except the Funds’ independent registered public accounting firm). When evaluating a person as a potential nominee to serve as an Independent Trustee, the Governance Committee may consider, among other factors, (i) whether or not the person is “independent” and whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee; (ii) whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of an Independent Trustee; (iii) the contribution that the person can make to the Board and the J.P. Morgan Funds, with consideration being given to the person’s business experience, education and such other factors as the Committee may consider relevant; (iv) the character and integrity of the person; (v) the desirable personality traits, including independence, leadership and the ability to work with the other members of the Board; and (vi) to the extent consistent with the 1940 Act, such recommendations from management as are deemed appropriate. Although the Board does not have a specific policy with respect to diversity, the Governance Committee will consider the extent to which potential candidates possess sufficiently diverse skill sets and diversity characteristics that would contribute to the Board’s overall effectiveness. The process of identifying nominees involves the consideration of candidates recommended by one or more of the following: current Independent Trustees, officers, shareholders and other sources that the Governance Committee deems appropriate. The Governance Committee will review nominees recommended to the Board by shareholders and will evaluate such nominees in the same manner as it evaluates nominees identified by the Governance Committee. Nominee recommendations may be submitted to the Secretary of the Trusts at each Trust’s principal business address.

Equity Committee, Fixed Income Committee and Money Market and Alternative Products Committee. Each member of the Board, other than Dr. Goldstein serves on one of the following committees: the Equity Committee, the Fixed Income Committee and Money Market and Alternative Products Committee. These three Committees are divided by asset type and different members of the Board serve on each committee with respect to each asset type. Each Committee operates pursuant to a written charter, which was most recently amended in August 2013 and reviewed on November 2013. The function of the Committees is to assist the Board in the oversight of the investment management services provided by the Adviser to the Funds, as well as any sub-adviser to the Funds. The primary purpose of each Committee is to (i) assist the Board in its oversight of the investment management services provided by the Adviser to the Funds designated for review by each Committee; and (ii) review and make recommendations to the Board concerning the approval of proposed new or continued advisory and distribution arrangements for the Funds or for new funds. The full Board may delegate to the applicable Committee from time to time the authority to make Board level decisions on an interim basis when it is impractical to convene a meeting of the full Board. Each of the Committees receives reports concerning investment management topics, concerns or exceptions with respect to particular Funds that the Committee is assigned to oversee, and work to facilitate the understanding by the Board of particular issues related to investment management of Funds reviewed by the applicable Committee.

The Audit Committee met five times during the calendar year ending 2013 and all members were in attendance for each of the meetings. The Compliance Committee met four times during 2013 and all members were in attendance for each of the meetings except Mr. Higgins who was in attendance for two of the meetings. The Governance Committee met four times during 2013 and all members were in attendance for each of the meetings. The Money Market and Alternative Products Committee (formerly Money Market and Alternative Products Investments Subcommittee) and Fixed Income Committee (formerly Fixed Income Investments Subcommittee) each met six times and all members were in attendance for at least 75% of the meetings. The Equity Committee (formerly the Equity Investments Subcommittee) met six times during 2013 with all members in attendance for at least 75% of the meetings except Mr. Higgins attended four meetings.

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Shareholder Approval: Proposal 1, the election of the Trustees, must be approved by the vote of a majority of the outstanding shares votes of the Trust cast in person or by proxy at the Meeting at which a quorum exists. The votes of all Funds will be counted together with respect to the election of the Trustees.

THE BOARD OF TRUSTEES RECOMMENDS THAT THE

SHAREHOLDERS OF THE FUNDS VOTE “FOR” THE ELECTION OF

EACH OF THE CURRENT TRUSTEES TO THE BOARD OF TRUSTEES

PROPOSAL 2

Applicable Fund: JPMorgan Large Cap Growth Fund

CHANGING THE INVESTMENT OBJECTIVE OF THE JPMORGAN LARGE CAP GROWTH FUND

What are shareholders being asked to approve in Proposal 2?

Shareholders are being asked to approve a change to the investment objective for the JPMorgan Large Cap Growth Fund (“Large Cap Growth Fund”). The current investment objective and the proposed new investment objective are described below:

Why are shareholders being asked to change the investment objective for this Fund?

The Large Cap Growth Fund currently seeks long-term capital appreciation and growth of income by investing primarily in equity securities. This objective is a fundamental policy that may be changed only with shareholder approval. Under the proposed investment objective, the Large Cap Growth Fund would seek long-term capital appreciation.

JPMIM believes, and the Board of Trustees concurs, that in order to provide portfolio management with more flexibility to seek attractive investment opportunities that may offer greater potential for improved performance, the Large Cap Growth Fund’s objective should be revised to remove the income component. A large-cap growth fund that has an income component in its investment objective, such as the Large Cap Growth Fund, is not representative of the funds in its large-cap growth peer group. In general, “large-cap growth” securities do not produce income, and many of the other “large-cap growth” funds in the Large Cap Growth Fund’s peer group, as designated by an independent mutual fund analysis company, do not have an income component in their investment objective.

In addition, the proposed investment objective eliminates the reference to equity securities in the objective though the Fund will continue to invest in equity securities. The reference to equity securities goes beyond the goal of the Large Cap Growth Fund by describing how the Large Cap Growth Fund intends to seek to meet its goal. In other words, it describes a part of the Large Cap Growth Fund’s investment strategy. Information about the Large Cap Growth Fund’s investments in equity securities is already contained in the main investment strategies section of the Large Cap Growth Fund’s prospectus.

The proposed investment objective will not change the Large Cap Growth Fund’s investment strategies or the way that the Fund is managed. The Large Cap Growth Fund will continue to invest at least 80% of its assets in equity securities of large, well-established companies. In addition, the proposed investment objective will continue to be a “fundamental” investment objective meaning that it cannot be changed further without approval of shareholders.

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If the proposal is not approved for the Large Cap Growth Fund, the investment objective of the Large Cap Growth Fund will remain the same, and the Board may consider other courses of action. If the proposal is approved, the proposed investment objective will become effective on the date the proposal is approved by shareholders.

Recommendation of Trustees

The Board of Trustees met in person in February 2014 to consider the amendment of the Large Cap Growth Fund’s investment objective. At the Board meeting, the Trustees reviewed materials furnished by JPMIM including information provided by representatives of JPMIM regarding the proposed investment objective. The Trustees unanimously approved the proposed investment objective and recommended that shareholders of the Large Cap Growth Fund approve the proposed investment objective. In approving the proposed investment objective and making their recommendation the Trustees considered information explaining that: (1) “large-cap growth” securities in general do not produce income; and (2) many funds in the Large Cap Growth Fund’s “large-cap growth” peer group do not have an income component in their investment objective.

Based upon a review of the above factors, the Board concluded that replacing the Large Cap Growth Fund’s current investment objective with the proposed investment objective would be in the best interests of the Large Cap Growth Fund and its shareholders.

Shareholder Approval: Approval of Proposal 2 will require the affirmative “vote of a majority of the outstanding voting securities” of the Large Cap Growth Fund, as that term is defined in the 1940 Act. Shareholders of the Large Cap Growth Fund are entitled to one vote for each dollar of net asset value represented by such shareholder’s shares as of the Record Date and a proportionate fractional vote with respect to the remainder of the net asset value of such shares, if any.

THE BOARD OF TRUSTEES RECOMMENDS THAT THE

SHAREHOLDERS OF THE LARGE CAP GROWTH FUND VOTE “FOR”

APPROVAL OF PROPOSAL 2

PROPOSAL 3

Applicable Fund: JPMorgan Mid Cap Growth Fund

CHANGING THE INVESTMENT OBJECTIVE OF THE JPMORGAN MID CAP GROWTH FUND

What are shareholders being asked to approve in Proposal 3?

Shareholders are being asked to approve a change to the investment objective for the JPMorgan Mid Cap Growth Fund (“Mid Cap Growth Fund”). The current investment objective and the proposed new investment objective are described below:

Why are shareholders being asked to change the investment objective for this Fund?

The Mid Cap Growth Fund currently seeks growth of capital and secondarily, current income by investing primarily in equity securities. This objective is a fundamental policy that may be changed only with shareholder approval. Under the proposed investment objective, the Mid Cap Growth Fund would seek growth of capital.

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JPMIM believes, and the Board of Trustees concurs, that in order to provide portfolio management with more flexibility to seek attractive investment opportunities that may offer greater potential for improved performance, the Mid Cap Growth Fund’s investment objective should be revised to remove the secondary income component. A mid-cap growth fund that does not have an income component in its investment objective is more representative of the funds in its mid-cap growth peer group. In general, “mid-cap growth” securities do not produce income, and many of the other “mid-cap growth” funds in the Mid Cap Growth Fund’s peer group, as designated by an independent mutual fund analysis company, do not have an income component in their investment objective.

In addition, the proposed investment objective eliminates the reference to equity securities in the objective though the Fund will continue to invest in equity securities. The reference to equity securities goes beyond the goal of the Mid Cap Growth Fund by describing how the Mid Cap Growth Fund intends to seek to meet its goal. In other words, it describes a part of the Mid Cap Growth Fund’s investment strategy. Information about the Mid Cap Growth Fund’s investments in equity securities is already contained in the main investment strategies section of the Mid Cap Growth Fund’s prospectus.

The new investment objective will not change the Mid Cap Growth Fund’s investment strategies or the way that the Mid Cap Growth Fund is managed. The Mid Cap Growth Fund will continue to invest at least 80% of its assets in equity securities of mid cap companies. In addition, the proposed investment objective will continue to be a “fundamental” investment objective meaning that it cannot be changed further without approval of shareholders.

If the proposal is not approved for the Mid Cap Growth Fund, the investment objective of the Mid Cap Growth Fund will remain the same, and the Board may consider other courses of action. If the proposal is approved, the proposed investment objective will become effective on the date the proposal is approved by shareholders.

Recommendation of Trustees

The Board of Trustees met in person in February 2014 to consider the amendment of the Mid Cap Growth Fund’s investment objective. At the Board meeting, the Trustees reviewed materials furnished by JPMIM including information provided by representatives of JPMIM regarding the proposed investment objective. The Trustees unanimously approved the proposed investment objective and recommended that shareholders of the Mid Cap Growth Fund approve the proposed investment objective. In approving the proposed investment objective and making their recommendation with respect to the Mid Cap Growth Fund, the Trustees considered information explaining that: (1) “mid-cap growth” securities in general do not produce income; and (2) many funds in the Mid Cap Growth Fund’s “mid-cap growth” peer group do not have an income component in their investment objective.

Based upon a review of the above factors, the Board concluded that replacing the Mid Cap Growth Fund’s current investment objective with the proposed investment objective would be in the best interests of the Mid Cap Growth Fund and its shareholders.

Shareholder Approval: Approval of Proposal 3 will require the affirmative “vote of a majority of the outstanding voting securities” of the Mid Cap Growth Fund, as that term is defined in the 1940 Act. Shareholders of the Mid Cap Growth Fund are entitled to one vote for each dollar of net asset value represented by such shareholder’s shares as of the Record Date and a proportionate fractional vote with respect to the remainder of the net asset value of such shares, if any.

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THE BOARD OF TRUSTEES RECOMMENDS THAT THE

SHAREHOLDERS OF THE MID CAP GROWTH FUND VOTE “FOR”

APPROVAL OF PROPOSAL 3

PROPOSAL 4

Applicable Fund: JPMorgan Equity Income Fund

CHANGING THE INVESTMENT OBJECTIVE OF THE JPMORGAN EQUITY INCOME FUND

What are shareholders being asked to approve in Proposal 4?

Shareholders are being asked to approve a change to the investment objective for the JPMorgan Equity Income Fund (“Equity Income Fund”). The current investment objective and the proposed new investment objective are described below:

Why are shareholders being asked to change the investment objective for this Fund?

The Equity Income Fund currently seeks current income through regular payment of dividends with the secondary goal of achieving capital appreciation by investing primarily in equity securities. This objective is a fundamental policy that may be changed only with shareholder approval. Under the proposed investment objective, the Equity Income Fund would seek capital appreciation and current income.

JPMIM believes, and the Board of Trustees concurs, that the Equity Income Fund’s investment objective should be revised to make current income and capital appreciation equally important components of the objective, while removing the specific reference to equity securities. When the portfolio managers are searching for appropriate investments for the Equity Income Fund, they consider both a security’s potential for capital appreciation and its ability to produce current income through dividend payments. In general, the securities in which “equity income” funds invest both produce income and may appreciate in value, and other “equity income” funds in the Equity Income Fund’s peer group, as designated by an independent mutual fund analysis company, have both current income and capital appreciation components in their investment objective that are equally important.

In addition, the proposed investment objective eliminates the reference to equity securities in the objective though the Fund will continue to invest in equity securities. The reference to equity securities goes beyond the goal of the Equity Income Fund by describing how the Equity Income Fund intends to seek to meet its goal. In other words, it describes a part of the Equity Income Fund’s investment strategy. Information about the Equity Income Fund’s investments in equity securities is already contained in the main investment strategies section of the Equity Income Fund’s prospectus and is reflected in its name.

The proposed investment objective will not change the Equity Income Fund’s investment strategies or the way that the Equity Income Fund is managed. The Equity Income Fund will continue to invest at least 80% of its assets in the equity securities of corporations that regularly pay dividends, including common stocks and debt securities and preferred stock convertible to common stock. In addition, the proposed investment objective will continue to be a “fundamental” investment objective meaning that it cannot be changed further without approval of shareholders.

If the proposal is not approved for the Equity Income Fund, the investment objective of the Equity Income Fund will remain the same, and the Board may consider other courses of action. If the proposal is approved, the proposed investment objective will become effective on the date that the proposal is approved by shareholders.

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Recommendation of Trustees

The Board of Trustees met in person in February 2014 to consider the amendment of the Equity Income Fund’s investment objective. At the Board meeting, the Trustees reviewed materials furnished by JPMIM including information provided by representatives of JPMIM regarding the proposed investment objective. The Trustees unanimously approved the proposed investment objective and recommended that shareholders of the Equity Income Fund approve the proposed investment objective. In approving the proposed investment objective and making their recommendation with respect to the Equity Income Fund, the Trustees considered information explaining that: (1) the securities in which the Equity Income Fund invests both produce income and may appreciate in value; and (2) other of the funds in the Equity Income Fund’s “equity income” peer group have both current income and capital appreciation components in their investment objective that are equally important.

Based upon a review of the above factors, the Board concluded that replacing the Equity Income Fund’s current investment objective with the proposed investment objective would be in the best interests of the Equity Income Fund and its shareholders.

Shareholder Approval: Approval of Proposal 4 will require the affirmative “vote of a majority of the outstanding voting securities” of the Equity Income Fund, as that term is defined in the 1940 Act. Shareholders of the Equity Income Fund are entitled to one vote for each dollar of net asset value represented by such shareholder’s shares as of the Record Date and a proportionate fractional vote with respect to the remainder of the net asset value of such shares, if any.

THE BOARD OF TRUSTEES RECOMMENDS THAT THE

SHAREHOLDERS OF THE EQUITY INCOME FUND VOTE “FOR”

APPROVAL OF PROPOSAL 4

PROPOSAL 5

Applicable Fund: JPMorgan Market Expansion Enhanced Index Fund

CHANGING THE INVESTMENT OBJECTIVE OF THE JPMORGAN MARKET EXPANSION ENHANCED INDEX FUND

What are shareholders being asked to approve in Proposal 5?

Shareholders are being asked to approve a change to the investment objective for the JPMorgan Market Expansion Enhanced Index Fund (“Market Expansion Enhanced Index Fund”). The current investment objective and the proposed new investment objective are described below:

Why are shareholders being asked to change the investment objective for this Fund?

The Market Expansion Enhanced Index Fund currently seeks to provide a return which substantially duplicates the price and yield performance of domestically traded common stocks in the small- and mid-capitalization

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equity markets, as represented by a market capitalization weighted combination of the S&P SmallCap 600 and the S&P MidCap 400. This objective is a fundamental policy that may be changed only with shareholder approval. Under the proposed investment objective, the Market Expansion Enhanced Index Fund would seek to provide investment results that correspond to or incrementally exceed the total return performance of an index that tracks the performance of small- and mid-capitalization securities.

JPMIM believes, and the Board of Trustees concurs, that because the Market Expansion Enhanced Index Fund is an enhanced index fund that seeks to modestly exceed the performance of the S&P 1000, the Market Expansion Enhanced Index Fund’s investment objective should be revised to state that the Market Expansion Enhanced Index Fund seeks to provide investment results that correspond to or incrementally exceed the total return performance of its index. The S&P 1000 Index, the benchmark, is a market capitalization weighted combination of the S&P SmallCap 600 and S&P MidCap 400 Indexes. Because the Market Expansion Enhanced Index Fund utilizes an enhanced index strategy, not all of the stocks in the S&P 1000 Index are held by in the Market Expansion Enhanced Index Fund, and the Market Expansion Enhanced Index Fund’s position in an individual stock may be overweighted or underweighted when compared to the benchmark. In addition, the Market Expansion Enhanced Index Fund may modestly overweight or underweight the sectors and industries within the index. The change in the investment objective will provide the Market Expansion Enhanced Index Fund with more flexibility to seek attractive investment opportunities that may offer greater potential for improved performance. In addition, the proposed investment objective is more representative of the objectives of other “enhanced index” funds.

In addition, the proposed investment objective eliminates the language from the current investment objective that specifies the Market Expansion Enhanced Index Fund’s indexes by name. Currently, any change in the indexes would require shareholder approval because the investment objective is fundamental and can only be changed by shareholder vote. If the proposal is approved, the indexes may be changed by approval of the Board of Trustees and advance notice to, rather than approval by, shareholders. Removing the names of the indexes from the investment objective would allow JPMIM to monitor the current index and seek approval to change the benchmark from the Board of Trustees if JPMIM determines that an index that better represents the small- and mid-cap markets becomes available or if the benchmark is modified in a way that JPMIM does not consider appropriate in light of the Market Expansion Enhanced Index Fund’s investment strategies. In addition, the name of the benchmark and/or its components will continue to be provided in the main investment strategies and the Market Expansion Enhanced Index Fund’s past performance sections of its prospectus.

The proposed investment objective will not materially change the Market Expansion Enhanced Index Fund’s investment strategies or the way that the Fund is managed. The Market Expansion Enhanced Index Fund will continue to hold at least 80% of its assets in stocks in the S&P 1000 Index under normal conditions. In addition, the proposed investment objective will continue to be a “fundamental” investment objective meaning that it cannot be changed further without approval of shareholders.

If the proposal is not approved for the Market Expansion Enhanced Index Fund, the investment objective of the Market Expansion Enhanced Index Fund will remain the same, and the Board may consider other courses of action. If the proposal is approved, the proposed investment objective will become effective on the date the proposal is approved by shareholders.

Recommendation of Trustees

The Board of Trustees met in person in February 2014 to consider the amendment of the Market Expansion Enhanced Index Fund’s investment objective. At the Board meeting, the Trustees reviewed materials furnished by JPMIM including information provided by representatives of JPMIM regarding the proposed investment objective. The Trustees unanimously approved the proposed investment objective and recommended that shareholders of the Market Expansion Enhanced Index Fund approve the proposed investment objective. In approving the proposed investment objective and making their recommendation with respect to the Market Expansion Enhanced Index Fund, the Trustees considered information explaining that: (1) as part of its main investment strategies, the Market Expansion Enhanced Index Fund seeks returns that modestly exceed those of

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its benchmark, currently the S&P 1000 Index and (2) other funds in this category have investment objectives similar to the Market Expansion Enhanced Index Fund’s proposed investment objective.

Based upon a review of the above factors, the Board concluded that replacing the Market Expansion Enhanced Index Fund’s current investment objective with the proposed investment objective would be in the best interests of the Market Expansion Enhanced Index Fund and its shareholders.

Shareholder Approval: Approval of Proposal 5 will require the affirmative “vote of a majority of the outstanding voting securities” of the Market Expansion Enhanced Index Fund, as that term is defined in the 1940 Act. Shareholders of the Market Expansion Enhanced Index Fund are entitled to one vote for each dollar of net asset value represented by such shareholder’s shares as of the Record Date and a proportionate fractional vote with respect to the remainder of the net asset value of such shares, if any.

THE BOARD OF TRUSTEES RECOMMENDS THAT THE

SHAREHOLDERS OF THE MARKET EXPANSION ENHANCED INDEX

FUND VOTE “FOR” APPROVAL OF PROPOSAL 5

PROPOSAL 6

Applicable Fund: JPMorgan International Equity Index Fund

CHANGING THE INVESTMENT OBJECTIVE OF THE JPMORGAN INTERNATIONAL EQUITY INDEX FUND

What are shareholders being asked to approve in Proposal 6?

Shareholders are being asked to approve a change to the investment objective for the JPMorgan International Equity Index Fund (“International Equity Index Fund”). If the proposal is approved by shareholders, the Fund’s benchmark, name, and certain of its investment strategies will also change. The current investment objective and the proposed new investment objective are described below:

Why are shareholders being asked to change the investment objective for this Fund?

At a February 2014 Board meeting, the Board of Trustees considered proposed changes to the International Equity Index Fund’s name, investment objective, benchmark, and main investment strategies to provide greater flexibility to the International Equity Index Fund to take advantage of investment opportunities in securities and countries that are currently limited by the International Equity Index Fund’s existing investment strategies and investment objective. The International Equity Index Fund’s current investment objective and strategies reference the Morgan Stanley Capital International (“MSCI”) Europe, Australasia, Far East (“EAFE”) Gross Domestic Product (“GDP”) Index (the “Current Index”). This investment objective is a fundamental policy that may only be changed with shareholder approval. JPMIM believes that the references to the Current Index in the International Equity Index Fund’s investment objective and strategies limit the International Equity Index Fund’s investment opportunities in certain companies and countries. JPMIM believes, and the Board of Trustees concurs, that the International Equity Index Fund’s investment objective and corresponding investment strategies should be changed to increase the investment opportunities available to the International Equity Index Fund and its shareholders.

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In the Current Index, countries are assigned a weight based on the size of a country’s economy measured by GDP rather than the market capitalizations of companies domiciled in such countries. This leads to the underweighting of large multinational companies that have large market capitalizations and are domiciled in countries with a smaller GDP. By referencing the Current Index, the International Equity Index Fund’s investment objective and strategies limit the International Equity Index Fund’s ability to take advantage of investment opportunities in companies with large market capitalizations that are domiciled in countries that have lower weightings in the Current Index due to their relatively low GDP. As set forth in the International Equity Index Fund’s current prospectus, in addition to the limitations presented by current investment objective set forth above, the International Equity Index Fund’s current investment strategy provides as follows:

The Fund invests mainly in foreign stocks included in the MSCI EAFE GDP Index¹ (the Index). The Fund modestly overweights securities in the Index that it considers undervalued while modestly underweighting or not holding securities in the Index that it considers overvalued. Under normal circumstances, the Fund seeks to achieve similar sector, geographic and risk characteristics to the Index, although the Fund anticipates that it will only own a portion, which may represent a minority, of the securities included in the Index. The Fund seeks returns that modestly exceed those of the Index over the long term with a modest level of risk relative to the Index. The Fund’s adviser attempts to track the performance of the Index to achieve a correlation of 0.90 between the performance of the Fund and that of the Index, without taking into account the Fund’s expenses. Perfect correlation would be 1.00. Most of the Fund’s assets will be denominated in foreign currencies.

Since these limitations restrict the International Equity Index Fund from investing more fully in multi-national companies that are domiciled in countries with lower weightings in the Current Index, JPMIM has recommended changing the International Equity Index Fund’s investment objective so that it no longer refers to the Current Index. If approved by shareholders, the International Equity Index Fund’s investment objective will be to seek to provide long-term capital appreciation. The new objective would continue to be fundamental and could not be changed without approval of the International Equity Index Fund’s shareholders. If the proposal is not approved for the International Equity Index Fund, the investment objective of the International Equity Index Fund will remain the same, and the Board may consider other courses of action.

What happens if the proposal to amend the investment objective is approved?

If the proposal to amend the investment objective is approved, as described above, the International Equity Index Fund’s new investment objective will be to seek to provide long-term capital appreciation. In addition, if the changes to the investment objective are approved, JPMIM has proposed, and the Board has approved, additional changes to the International Equity Index Fund’s benchmark, name and main investment strategies to remove certain existing limitations on investments to increase the International Equity Index Fund’s ability to take advantage of investment opportunities and more fully utilize JPMIM’s research rankings. These conditional proposed changes include the following:

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If the proposal to amend the investment objective is approved, the disclosure in the International Equity Index Fund’s prospectus is expected to be as follows (subject to certain revisions that might be identified in the course of the SEC filing process):

Under normal circumstances, the Fund invests at least 80% of its Assets in equity securities. “Assets” means net assets, plus the amount of borrowings for investment purposes. The Fund primarily invests in foreign companies of various market capitalizations, including foreign subsidiaries of U.S. companies. The equity securities in which the Fund may invest include, but are not limited to, common stock, preferred stock, depositary receipts, privately placed securities and real estate investment trusts (REITs).

The Fund seeks to outperform the Morgan Stanley Capital International (MSCI) Europe, Australasia, Far East (EAFE) Index² (net of foreign withholding taxes) (the Index) over time while maintaining similar risk characteristics, including sector and geographic risks. In implementing its strategy, the Fund primarily invests in securities included within the universe of the Index. In addition, the Fund may also invest in securities not included within the Index.

Within each sector, the Fund may modestly overweight equity securities that it considers undervalued while modestly underweighting or not holding equity securities that appear overvalued. By emphasizing investment in equity securities that appear undervalued or fairly valued, the Fund seeks returns that modestly exceed those of the Index over the long term with a modest level of volatility.

The Fund may use exchange-traded futures to gain exposure to particular foreign securities or markets and for the efficient management of cash flows. The Fund may invest in securities denominated in any currency and may from time to time hedge a portion of its foreign currency exposure using currency forwards.

Investment Process: In managing the Fund, the adviser combines fundamental research with a disciplined portfolio construction process. The adviser utilizes proprietary research, risk management techniques and individual security selection in constructing the Fund’s portfolio. In-depth, fundamental research into individual securities is conducted by research analysts who emphasize each issuer’s long-term prospects. This research allows the adviser to rank issuers within each sector group according to what it believes to be their relative value. The adviser will ordinarily overweight securities which it deems to be attractive and underweight or not hold those securities which it believes are unattractive.

The adviser may sell a security as its valuations or rankings change or if more attractive investments become available.

In managing the Fund, the adviser will seek to help manage risk in the Fund’s portfolio by investing in issuers in at least three foreign countries. However, the Fund may invest a substantial part of its assets in just one country.

The changes outlined above including the changes to the International Equity Index Fund’s investment objective will take effect on June 30, 2014 or such later date as the proposal is approved by shareholders. If the proposal is not approved for the International Equity Index Fund, these changes will not take effect, and the Board may consider other courses of action.

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Recommendation of Trustees

The Board of Trustees met in person in February 2014 to consider the changes to the International Equity Index Fund’s investment objective and the proposed changes to the International Equity Index Fund’s name, benchmark and investment strategies. At the Board meeting, the Trustees reviewed materials furnished by JPMIM including information provided by representatives of JPMIM regarding the proposed investment objective and conditional proposed changes described above. The Trustees unanimously approved the proposed investment objective and conditional proposed changes and recommended that shareholders of the International Equity Index Fund approve the proposed investment objective. In approving the proposed investment objective and making their recommendation with respect to the International Equity Index Fund, the Trustees also considered: (1) the historical performance of the International Equity Index Fund; and (2) JPMIM’s recommendation to change the investment strategies of the International Equity Index Fund to provide greater flexibility to the International Equity Index Fund to take advantage of investment opportunities in securities and countries that are currently limited.

Based upon a review of the above factors, the Board concluded that replacing the International Equity Index Fund’s current investment objective with the proposed investment objective and making the additional changes described above would be in the best interests of the International Equity Index Fund and its shareholders.

Shareholder Approval: Approval of Proposal 6 will require the affirmative “vote of a majority of the outstanding voting securities” of the International Equity Index Fund, as that term is defined in the 1940 Act. Shareholders are entitled to one vote for each dollar of net asset value represented by such shareholder’s shares as of the Record Date and a proportionate fractional vote with respect to the remainder of the net asset value of such shares, if any.

THE BOARD OF TRUSTEES RECOMMENDS THAT THE

SHAREHOLDERS OF THE INTERNATIONAL EQUITY INDEX FUND

VOTE “FOR” APPROVAL OF PROPOSAL 6

SHAREHOLDER PROPOSAL 7

Applicable Fund: JPMorgan Municipal Money Market Fund

In November 2010, the Trust received a proposal from a shareholder of the JPMorgan Municipal Money Market Fund (the “Municipal Money Market Fund”) (the “Proponent”) for inclusion in this Proxy Statement. The Proponent has represented that he is the holder of Fund shares with a market value that exceeds $2,000. The Fund is not responsible for the contents of this Proposal. The Fund will provide the name and address of the Proponent of the Proposal upon written request sent to the Secretary of the Fund, attention “JPMorgan Trust II Shareholder Meeting,” 270 Park Avenue, New York, NY 10017, Mail Code NY1-K251, or by calling 614-213-2554.

FOR THE REASONS SET FORTH AFTER THE PROPOSAL, THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST PROPOSAL 7. SHAREHOLDERS ARE URGED TO READ CAREFULLY THE INFORMATION PROVIDED UNDER “WHAT IS PROPOSAL 7?” AND “WHY DOES THE BOARD RECOMMEND THAT SHAREHOLDERS VOTE AGAINST PROPOSAL 7?”

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What is Proposal 7?

The Proponent has indicated that he intends to introduce the following Proposal at the Meeting:

WHEREAS:

JPMorgan Chase & Co (“JPMorgan”) has released no genocide-free investing policy. It may at any time increase such holdings or involve new mutual funds. As a result, individuals, through their JPMorgan Municipal Money Market Fund shares, may inadvertently invest in companies helping to fund genocide.

We believe that:

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RESOLVED:

Shareholders request that the Board institute transparent procedures to prevent holding investments in companies that, in management’s judgment, substantially contribute to genocide or crimes against humanity, the most egregious violations of human rights.

Why does the Board recommend that Shareholders vote “Against” Proposal 7?

The Fund’s Board of Trustees recommends that shareholders vote “AGAINST” the Proposal for the following reasons. The Proposal would require the Board to adopt additional procedures to prevent holding investments in companies that, in management’s judgment “substantially contribute to genocide or crimes against humanity.” Such procedures would impose additional procedural and oversight requirements even though the Municipal Money Market Fund does not have exposure to the types of companies or investments referenced in the Proposal. The Proposal references “PetroChina” and “China National Petroleum Company.” However, the Fund is a money market fund and does not invest in securities issued by companies like PetroChina and China National Petroleum Company. Consistent with the Fund’s name, the Fund makes investments in U.S. municipal securities. As a consequence, the Board believes that the Proposal is not relevant to the Fund’s objective and strategy of investing in municipal securities through short-term money market instruments.

In addition, the Board believes that additional procedures are unnecessary because the Fund and JPMIM’s business practices already reflect support and respect for the protection of fundamental human rights and the prevention of crimes against humanity. JPMorgan Chase, the parent company of JPMIM, has stated that it supports fundamental principles of human rights across all lines of its business and each region of the world in which it operates and has adopted a Human Rights Statement to memorialize this commitment.³ JPMorgan’s Asset Management business of which JPMIM is a part has adopted the United Nations Principles for Responsible Investing and the Extractive Industries Transparency Initiative.⁴

While the Board of Trustees supports responsible investing and the view that human rights concerns should be taken into consideration when making investment decisions, the Board believes that the Proposal is unnecessary given the nature of the Fund as a money market fund, its focus on U.S. municipal securities and the existing business practices of the Fund’s investment adviser. For these reasons, the Board of Trustees recommends that Shareholders vote “AGAINST” this proposal.

Shareholder Approval: Approval of Proposal 7 would require the affirmative “vote of a majority of the outstanding voting securities” of the Municipal Money Market Fund, as that term is defined in the 1940 Act. Shareholders are entitled to one vote for each dollar of net asset value represented by such shareholder’s shares as of the Record Date and a proportionate fractional vote with respect to the remainder of the net asset value of such shares, if any.

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THE BOARD OF TRUSTEES RECOMMENDS THAT THE

SHAREHOLDERS OF THE MUNICIPAL MONEY MARKET FUND VOTE

“AGAINST” APPROVAL OF PROPOSAL 7

GENERAL INFORMATION ABOUT THE FUNDS

Management and Other Service Providers

Set forth below is a description of the current service providers of the Funds.

Investment Adviser

J.P. Morgan Investment Management Inc., 270 Park Avenue, New York, NY 10017, makes the day-to-day investment decisions for the Funds and continuously reviews, supervises and administers the Funds’ investment program. In addition, JPMIM serves as investment adviser to other mutual funds and individual, corporate, charitable and retirement accounts. JPMIM is a wholly-owned subsidiary of JPMorgan Asset Management Holdings Inc., which is a wholly-owned subsidiary of JPMorgan Chase & Co. As of December 31, 2013, JPMIM, an indirect wholly owned subsidiary of JPMorgan Chase & Co., managed over $774 billion in assets.

Distributor

JPMorgan Distribution Services, Inc., 460 Polaris Parkway, Westerville, Ohio 43082 (“JPMDS”), serves as distributor to each series of the Trust pursuant to a Distribution Agreement dated as of February 19, 2005. JPMDS is an affiliate of JPMIM and a direct wholly-owned subsidiary of JPMorgan Chase & Co.

Administrator

JPMorgan Funds Management, Inc. (“JPMFM”), 460 Polaris Parkway, Westerville, Ohio 43082 serves as administrator for the Trust. JPMFM is an affiliate of JPMIM and an indirect wholly-owned subsidiary of JPMorgan Chase & Co.

Independent Auditors

The Board has selected PricewaterhouseCoopers LLP (“PwC”) as the independent auditors for the Funds for their current fiscal years. PwC will also prepare the Funds’ federal and state income tax returns and provide certain permitted non-audit services. PwC, in accordance with Independence Standards Board Standard No. 1, has confirmed to the Audit Committee that they are independent auditors with respect to the Funds. The Audit Committee has considered whether the provision by PwC to the Funds of non-audit services to the Funds or of professional services to the Fund’s investment adviser and entities that control, are controlled by or are under common control with the adviser is compatible with maintaining PwC’s independence and has discussed PwC’s independence with them. Representatives of PwC are not expected to be present at the Meeting but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence. PwC served as the Funds’ independent auditors for the calendar years ended December 31, 2012 and 2013.

(1) Audit Fees. The aggregate fees billed for each of the last two calendar years ended December 31, 2012 and December 31, 2013 (“Reporting Periods”) for professional services rendered by PwC for the audit of the Trust’s annual financial statements, or services that are normally provided by PwC in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were as follows.

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(2) Audit-Related Fees. The audit-related fees during the Reporting Periods are below. There are fees billed in the Reporting Periods for assurance and related services by PwC to the Trust’s investment advisers (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Trust (“Service Affiliates”), that were reasonably related to the performance of the annual audit of the Service Affiliates and related directly to the operations and financial reporting of the Trust and the Funds.

(3) Tax Fees. The aggregate fees billed to the Trust in the Reporting Periods for professional services rendered by PwC for tax compliance, tax advice and tax planning (“Tax Services”) were as follows:

These services consisted of review or preparation of U.S. federal, state, local and excise tax returns. There were no fees billed in the Reporting Periods for Tax Services related directly to the operation and financial reporting of the Trust Funds by PwC to Service Affiliates.

(4) All Other Fees. There were no other fees billed in the Reporting Periods for products and services provided by PwC to the Trust, or services provided to Service Affiliates related directly to the operation and financial reporting of the Trust Funds other than the services reported above.

The aggregate non-audit fees billed for the Reporting Periods by PwC for services rendered to the Funds and to the Trust’s investment advisor and the other Service Affiliates were $28.6 million and $28.2 million for the calendar years ended December 31, 2012 and 2013, respectively.

Pursuant to the Registrant’s Audit Committee Charter and written policies and procedures for the pre-approval of audit and non-audit services (the “Pre-approval Policy”), the Audit Committee pre-approves all audit and non-audit services performed by the Registrant’s independent public registered accounting firm for the Registrant. In addition, the Audit Committee pre-approves the auditor’s engagement for non-audit services with the Registrant’s investment adviser (not including a sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by another investment adviser) and any Service Affiliate in accordance with paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, if the engagement relates directly to the operations and financial reporting of the Trust. Proposed services may be pre-approved either 1) without consideration of specific case-by-case services or 2) require the specific pre-approval of the Audit Committee. The Audit Committee annually reviews and pre-approves the services included on the pre-approval list that may be provided by the independent public registered accounting firm without obtaining additional specific pre-approval of individual services from the Audit Committee. The Audit Committee adds to, or subtracts from, the list of general pre-approved services from time to time, based on subsequent determinations. All other audit and non-audit services not on the pre-approval list must be specifically pre-approved by the Audit Committee.

No Other Matters. The Board does not intend to present any other business at the Meeting. If, however, any other matters are properly brought before the Meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with their judgment.

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Shareholder Proposals. The Trust does not hold annual shareholder meetings. Any shareholder proposal intended to be presented at any future meeting of shareholders must be received by the Funds at their principal office a reasonable time before the solicitation of proxies for such meeting in order for such proposal to be considered for inclusion in the proxy statement relating to such meeting.

Shareholder Communications with Board. Shareholders wishing to send communications to the Board of Trustees or specific members of the Board should submit the communication in writing to the attention of the Secretary of the Trust, at 270 Park Avenue, New York, New York 10017, identifying the correspondence as intended for the Board of Trustees or for a specified member of the Board. The Secretary will maintain a copy of any such communication and promptly forward it to the Governance Committee no less frequently than monthly. The Governance Committee will periodically review such communications and determine how to respond, if at all. Other members of the Board will receive, no less frequently than quarterly, a summary of all shareholders communications received during the prior quarter, which summary shall identify the substance of such communications.

VOTING INFORMATION

This Proxy Statement is furnished in connection with a solicitation of proxies by the Board of Trustees to be used at the Meeting. This Proxy Statement, along with a Notice of Special Meeting of Shareholders and Proxy Card, is first being mailed to shareholders of the Funds on or about April 30, 2014. Only shareholders of record as of the close of business on the Record Date, March 21, 2014, will be entitled to notice of, and to vote at, the Meeting or any adjournments or postponements thereof. If the enclosed form of Proxy Card is properly executed and returned in time to be voted at the Meeting, the proxies named therein will vote the shares represented by the proxy in accordance with the instructions marked thereon. Unmarked but properly executed Proxy Cards will be voted FOR Proposals 1-6 and AGAINST Proposal 7. A proxy may be revoked at any time on or before the Meeting by written notice to the Secretary of the Funds at the address on the cover of this Proxy Statement or by attending and in person voting at the Meeting. If you simply sign, date and return the Proxy Card, but do not specify a vote on any proposal, your proxy will be voted in accordance with the Trustees’ recommendations above.

Quorum

The presence in person or by proxy of the holders of record of a majority of the outstanding shares of the Trust shall constitute a quorum at the Meeting for those actions on which a vote of all shareholders of the Trust is required. The presence in person or by proxy of the holders of record of a majority of the outstanding shares of each Fund on which a vote of all shareholders of the Fund is required shall constitute a quorum at the Meeting with respect to the Fund.

Voting Requirement

Trustees receiving the vote of a majority of the outstanding shares of the Trust cast in person or by proxy at the Meeting at which a quorum exists will be elected to the Board of Trustees of the Trust as described in Proposal 1.

If a quorum is present at the Meeting, under the 1940 Act, the affirmative vote of a majority of the outstanding voting securities of a Fund is required to approve Proposals 2 through 7. A “majority of the outstanding voting securities of a Fund” is defined, under the 1940 Act, as the lesser of (a) 67% or more of the voting securities present at the Meeting, if the holders of more than 50% of the outstanding voting securities of such Fund are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of such Fund.

Shareholders of the Funds are entitled to one vote for each dollar of net asset value represented by such shareholder’s shares as of the Record Date and a proportionate fractional vote with respect to the remainder of the net asset value of such shares, if any.

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ADJOURNMENTS

In the event that sufficient votes to approve one or more of the proposals are not received, whether or not a quorum is present, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require an affirmative vote by the holders of a majority of the shares present in person or by proxy and entitled to vote at the Meeting. In determining whether to adjourn the Meeting with respect to a proposal, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to shareholders with respect to the reasons for the solicitation. In addition, if, in the judgment of persons named as proxies, it is advisable to defer action on one or more proposals, the persons named as proxies may propose one or more adjournments of the Meeting with respect to such proposal or proposals for a reasonable period or periods. In the event of an adjournment, no further notice is needed other than an announcement at the Meeting to be adjourned. For purposes of calculating a vote to adjourn the Meeting, any broker non-votes received will be excluded from the calculation of the number of votes required to approve any proposal to adjourn a meeting. The persons named as proxies will vote upon such adjournment after consideration of the best interests of all shareholders.

EFFECT OF ABSTENTIONS AND BROKER “NON-VOTES”

For purposes of determining the presence of a quorum for transacting business at the Meeting, executed proxies marked as abstentions and broker “non-votes” (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as shares that are present for quorum purposes but which have not been voted at the Meeting. Accordingly, they will have no effect on Proposal 1, for which the required vote is a majority of the outstanding shares of the Trust cast, and they will effectively be a vote against Proposals 2, 3, 4, 5, 6, and 7, for which the required vote is a “majority of the outstanding voting securities” (as defined in the 1940 Act) of each applicable Fund.

PROXY SOLICITATION

Proxies are being solicited by mail. Additional solicitations may be made by telephone, e-mail, or other personal contact by officers or employees of J.P. Morgan Funds, JPMIM and their affiliates or by proxy soliciting firms retained by the Funds. The Funds have retained Computershare Fund Services (“Computershare”), a proxy solicitor, to assist in the solicitation of Proxy Cards primarily by contacting shareholders by telephone. By contract, Computershare, among other things, will be: (i) required to maintain the confidentiality of all shareholder information; (ii) prohibited from selling or otherwise disclosing to any third party shareholder information; and (iii) required to comply with state telemarketing laws to the extent applicable to the services provided under the contract. The cost of retaining such proxy solicitor is expected to be in excess of $1,522,600. In addition, JPMIM may reimburse persons holding shares in their names or in the names of their nominees for expenses incurred in forwarding solicitation material to their beneficial owners. The cost of the solicitation will be reimbursed by JPMIM and their affiliates.

As the Meeting date approaches, shareholders of the Funds may receive a call from a representative of JPMIM or Computershare if the Funds have not yet received their vote. Authorization to permit JPMIM or Computershare to execute proxies may be obtained by telephonic or electronically transmitted instructions from Fund shareholders. Proxies that are obtained telephonically will be recorded in accordance with the procedures set forth below. Management of the Funds believes that these procedures are reasonably designed to ensure that the identity of the shareholder casting the vote is accurately determined and that the voting instructions of the shareholder are accurately determined. In all cases where a telephonic proxy is solicited, JPMIM or Computershare representative

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is required to ask the shareholder for the shareholder’s full name, address, social security number or employer identification number, title (if the person giving the proxy is authorized to act on behalf of an entity, such as a corporation), the number of shares owned and to confirm that the shareholder has received this Proxy Statement in the mail.

If the shareholder information solicited agrees with the information provided to JPMIM or Computershare by the Funds, JPMIM or Computershare representative has the responsibility to explain the process, read the proposals listed on the Proxy Card, and ask for the shareholder’s instructions on each proposal. The representative of JPMIM or Computershare, although permitted to answer questions about the process, is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement. Computershare will record the shareholder’s instructions. Within 72 hours, JPMIM or Computershare will send the shareholder a letter or mailgram to confirm the shareholder’s vote and asking the shareholder to call JPMIM or Computershare immediately if the shareholder’s instructions are not correctly reflected in the confirmation.

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SHARE INFORMATION

The chart below lists the number of shares of the Funds that are outstanding as of the close of business on the Record Date: