Securities Exchange Act of 1934 — Rule 14a-8(i)(5)
JP Morgan Municipal Money Market Fund
April 15, 2014
Frank J. Nasta
JP Morgan Trust II
270 Park Avenue
New York, NY 10017
Re: JP Morgan Municipal Money Market Fund ("Fund") - Exclusion of Shareholder Proposal Pursuant to Rule 14a-8, File No. 811-04236
Dear Mr. Nasta:
In a letter dated January 27, 2014, on behalf of the Fund you requested confirmation from the staff of the Division of Investment Management ("Division") that it would not recommend enforcement action to the Securities and Exchange Commission ("Commission") if a shareholder proposal ("Proposal") submitted by William L. Rosenfeld, Trustee, William L. Rosenfeld Trust UAD 03/13/2013 ("Proponent"), is excluded from the proxy materials for a special meeting of shareholders of the Fund to be held in 2014 ("Proxy Materials"). The Proposal provides:
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.
The Fund argues that the Proposal may be excluded pursuant to Rule 14a-8(i)(5) under the Securities Exchange Act of 1934, because the Proposal relates to operations which account for less than 5 percent of the Fund's total assets at the end of its most recent fiscal year, and for less than 5 percent of its net earnings and gross sales for its most recent fiscal year, and is not otherwise significantly related to the Fund's business.
We have considered your request and are unable to concur in your view that the Proposal may be excluded pursuant to Rule 14a-8(i)(5). Thus, we cannot assure you that we would not recommend that the Commission take any enforcement action if the Fund excludes the Proposal from its Proxy Materials.
Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. If you have any questions or comments concerning the matter, please call me at (202) 551-6852.
Catherine Courtney Gordon
Disclosure Review and Accounting Office
cc: Mr. William L. Rosenfeld
The Incoming Letter is in Acrobat format.