J.P. Morgan Fleming Mutual Fund Group, Inc.

0001193125-12-453591.txt : 20121106 0001193125-12-453591.hdr.sgml : 20121106 20121106111103 ACCESSION NUMBER: 0001193125-12-453591 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20121106 DATE AS OF CHANGE: 20121106 EFFECTIVENESS DATE: 20121106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JP MORGAN FLEMING MUTUAL FUND GROUP INC CENTRAL INDEX KEY: 0001037897 IRS NUMBER: 133963293 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-25803 FILM NUMBER: 121182162 BUSINESS ADDRESS: STREET 1: C/O JPMORGAN DISTRIBUTION SERVICES, INC. STREET 2: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 800-480-4111 MAIL ADDRESS: STREET 1: C/O JPMORGAN DISTRIBUTION SERVICES, INC. STREET 2: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: FLEMING MUTUAL FUND GROUP INC DATE OF NAME CHANGE: 20000128 FORMER COMPANY: FORMER CONFORMED NAME: FLEMING CAPITAL MUTUAL FUND GROUP INC DATE OF NAME CHANGE: 19970930 FORMER COMPANY: FORMER CONFORMED NAME: FLEMING CAPITAL MUTUAL FUND GROUP DATE OF NAME CHANGE: 19970416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JP MORGAN FLEMING MUTUAL FUND GROUP INC CENTRAL INDEX KEY: 0001037897 IRS NUMBER: 133963293 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-08189 FILM NUMBER: 121182163 BUSINESS ADDRESS: STREET 1: C/O JPMORGAN DISTRIBUTION SERVICES, INC. STREET 2: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 800-480-4111 MAIL ADDRESS: STREET 1: C/O JPMORGAN DISTRIBUTION SERVICES, INC. STREET 2: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: FLEMING MUTUAL FUND GROUP INC DATE OF NAME CHANGE: 20000128 FORMER COMPANY: FORMER CONFORMED NAME: FLEMING CAPITAL MUTUAL FUND GROUP INC DATE OF NAME CHANGE: 19970930 FORMER COMPANY: FORMER CONFORMED NAME: FLEMING CAPITAL MUTUAL FUND GROUP DATE OF NAME CHANGE: 19970416

0001037897 S000004475 JPMorgan Mid Cap Value Fund

C000012320 Select Class JMVSX

C000012321 Institutional Class FLMVX

C000012322 Class A JAMCX

C000012323 Class B JBMCX

C000012324 Class C JCMVX

C000070637 Class R2 JMVZX

485BPOS 1 d379535d485bpos.htm J.P. MORGAN FLEMING MUTUAL FUND GROUP, INC. J.P. Morgan Fleming Mutual Fund Group, Inc.

As filed with the Securities and Exchange Commission on November 6, 2012

Securities Act File No. 333-25803

Investment Company Act File No. 811-08189

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A


		REGISTRATION STATEMENT *UNDER* *THE SECURITIES ACT OF 1933*		¨
		Pre-Effective Amendment No.		¨
		Post-Effective Amendment No. 33		x
		and/or
		REGISTRATION STATEMENT *UNDER* *THE INVESTMENT COMPANY ACT OF 1940*		¨
		Amendment No. 34
		(Check appropriate box or boxes)		x

J.P. Morgan Fleming Mutual Fund Group, Inc.

(Exact Name of Registrant Specified in Charter)

270 Park Avenue

New York, New York, 10017

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (800) 480-4111

Frank J. Nasta, Esq.

J.P. Morgan Investment Management Inc.

270 Park Avenue

New York, NY 10017

(Name and Address of Agent for Service)

With copies to:


Elizabeth A. Davin, Esq.		Jon S. Rand, Esq.
J.P. Morgan Investment Management Inc.		Dechert LLP
460 Polaris Parkway		1095 Avenue of the Americas
Westerville, OH 43082		New York, NY 10036

It is proposed that this filing will become effective (check appropriate box):

immediately upon filing pursuant to paragraph (b)

60 days after filing pursuant to paragraph (a)(1)

75 days after filing pursuant to paragraph (a)(2)

on , 2012 pursuant to paragraph (b).

on pursuant to paragraph (a)(1).

on (date) pursuant to paragraph (a)(2).

If appropriate, check the following box:

This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

EXPLANATORY NOTE

This Post-Effective Amendment No. 33 relates to the following fund:

JPMorgan Mid Cap Value Fund

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, J.P. Morgan Fleming Mutual Fund Group, Inc., certifies that it meets all the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933, and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Westerville and State of Ohio on the 6^th day of November, 2012.


J.P. MORGAN FLEMING MUTUAL FUND GROUP, INC.

By:		Patricia A. Maleski*
		Patricia A. Maleski
		President and Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on November 6, 2012.


Fergus Reid, III*				Marilyn McCoy*
Fergus Reid, III				Marilyn McCoy
Trustee and Chairman				Trustee

William J. Armstrong*				William G. Morton*
William J. Armstrong				William G. Morton
Trustee				Trustee

John F. Finn*				Robert A. Oden, Jr.*
John F. Finn				Robert A. Oden, Jr.
Trustee				Trustee

Matthew Goldstein*				Frederick W. Ruebeck*
Matthew Goldstein				Frederick W. Ruebeck.
Trustee				Trustee

Robert J. Higgins*				James J. Schonbachler*
Robert J. Higgins				James J. Schonbachler
Trustee				Trustee

Frankie D. Hughes*				Leonard M. Spalding, Jr.*
Frankie D. Hughes				Leonard M. Spalding, Jr.
Trustee				Trustee

Peter C. Marshall*				By Patricia A. Maleski*
Peter C. Marshall				Patricia A. Maleski
Trustee				President and Principal Executive Officer

By Joy C. Dowd*
Joy C. Dowd
Treasurer and Principal Financial Officer

*By /s/ Elizabeth A. Davin
Elizabeth A. Davin
Attorney-in-fact

Exhibit Index


Exhibit Number		Description

EX-101.INS		XBRL Instance Document

EX-101.SCH		XBRL Taxonomy Extension Schema Document

EX-101.CAL		XBRL Taxonomy Extension Calculation Linkbase

EX-101.DEF		XBRL Taxonomy Extension Definition Linkbase

EX-101.LAB		XBRL Taxonomy Extension Labels Linkbase

EX-101.PRE		XBRL Taxonomy Extension Presentation Linkbase

EX-101.INS 2 jpmfmfg-20121025.xml XBRL INSTANCE DOCUMENT 0001037897 jpmfmfg:S000004475Member jpmfmfg:RTwoSharesMember 2011-11-02 2012-11-01 0001037897 jpmfmfg:S000004475Member jpmfmfg:InstitutionalSharesMember 2011-11-02 2012-11-01 0001037897 jpmfmfg:S000004475Member jpmfmfg:InstitutionalSharesMember jpmfmfg:C000012321Member 2011-11-02 2012-11-01 0001037897 jpmfmfg:S000004475Member jpmfmfg:AbcSelectSharesMember jpmfmfg:C000012322Member 2011-11-02 2012-11-01 0001037897 jpmfmfg:S000004475Member jpmfmfg:AbcSelectSharesMember jpmfmfg:C000012323Member 2011-11-02 2012-11-01 0001037897 jpmfmfg:S000004475Member jpmfmfg:AbcSelectSharesMember 2011-11-02 2012-11-01 0001037897 jpmfmfg:S000004475Member jpmfmfg:AbcSelectSharesMember jpmfmfg:C000012324Member 2011-11-02 2012-11-01 0001037897 jpmfmfg:S000004475Member jpmfmfg:AbcSelectSharesMember jpmfmfg:C000012320Member 2011-11-02 2012-11-01 0001037897 jpmfmfg:S000004475Member jpmfmfg:RTwoSharesMember jpmfmfg:C000070637Member 2011-11-02 2012-11-01 0001037897 2011-11-02 2012-11-01 0001037897 jpmfmfg:S000004475Member jpmfmfg:InstitutionalSharesMember rr:AfterTaxesOnDistributionsMember jpmfmfg:C000012321Member 2011-11-02 2012-11-01 0001037897 jpmfmfg:S000004475Member jpmfmfg:InstitutionalSharesMember rr:AfterTaxesOnDistributionsAndSalesMember jpmfmfg:C000012321Member 2011-11-02 2012-11-01 0001037897 jpmfmfg:S000004475Member jpmfmfg:InstitutionalSharesMember jpmfmfg:RussellMidcapValueFundsIndexMember 2011-11-02 2012-11-01 0001037897 jpmfmfg:S000004475Member jpmfmfg:InstitutionalSharesMember jpmfmfg:LipperMidCapValueFundsIndexMember 2011-11-02 2012-11-01 0001037897 jpmfmfg:S000004475Member jpmfmfg:InstitutionalSharesMember jpmfmfg:LipperMultiCapCoreFundsIndexMember 2011-11-02 2012-11-01 0001037897 jpmfmfg:S000004475Member jpmfmfg:AbcSelectSharesMember rr:AfterTaxesOnDistributionsMember jpmfmfg:C000012322Member 2011-11-02 2012-11-01 0001037897 jpmfmfg:S000004475Member jpmfmfg:AbcSelectSharesMember rr:AfterTaxesOnDistributionsAndSalesMember jpmfmfg:C000012322Member 2011-11-02 2012-11-01 0001037897 jpmfmfg:S000004475Member jpmfmfg:AbcSelectSharesMember jpmfmfg:RussellMidcapValueIndexMember 2011-11-02 2012-11-01 0001037897 jpmfmfg:S000004475Member jpmfmfg:AbcSelectSharesMember jpmfmfg:LipperMidCapValueFundsIndexMember 2011-11-02 2012-11-01 0001037897 jpmfmfg:S000004475Member jpmfmfg:AbcSelectSharesMember jpmfmfg:LipperMultiCapCoreFundsIndexMember 2011-11-02 2012-11-01 0001037897 jpmfmfg:S000004475Member jpmfmfg:RTwoSharesMember jpmfmfg:RussellMidcapValueIndexMember 2011-11-02 2012-11-01 0001037897 jpmfmfg:S000004475Member jpmfmfg:RTwoSharesMember jpmfmfg:LipperMidCapValueFundsIndexMember 2011-11-02 2012-11-01 0001037897 jpmfmfg:S000004475Member jpmfmfg:RTwoSharesMember jpmfmfg:LipperMultiCapCoreFundsIndexMember 2011-11-02 2012-11-01 pure iso4217:USD WHETHER OR NOT YOU SELL YOUR SHARES, YOUR COST WOULD BE: WHETHER OR NOT YOU SELL YOUR SHARES, YOUR COST WOULD BE: 538 1245 1022 IF YOU SELL YOUR SHARES, YOUR COST WOULD BE: 1022 627 Example 2012-09-30 892 2012-09-30 2012-09-30 <div style="display:none">~ http://www.jpmorganfunds.com/role/ScheduleShareholderFeesJPMorganMidCapValueFund column period compact * ~</div> 538 0.3062 1245 1222 1022 627 0.3007 The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses, or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal year, the Fund’s portfolio turnover rate was 30% of the average value of its portfolio. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses, or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal year, the Fund’s portfolio turnover rate was 30% of the average value of its portfolio. Example www.jpmorganfunds.com 892 www.jpmorganfunds.com 0.3007 Example www.jpmorganfunds.com 78 0.0525 0 0 0 646 679 279 102 <div style="display:none">~ http://www.jpmorganfunds.com/role/ScheduleAnnualFundOperatingExpensesJPMorganMidCapValueFundClassInstitutional column period compact * ~</div> JPMorgan Mid Cap Value Fund Class/Ticker: R2/JMVZX ANNUAL FUND OPERATING EXPENSES (Expenses that you pay each year as a percentage of the value of your investment) JPMorgan Mid Cap Value Fund Class/Ticker: Institutional/FLMVX <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr><td valign="top">Best Quarter</td> <td valign="bottom">  </td> <td valign="bottom">3rd quarter, 2009</td> <td valign="bottom">  </td> <td valign="bottom"> </td> <td valign="bottom">  </td> <td valign="bottom"> </td> <td valign="bottom" align="right">17.86%</td> <td valign="bottom" nowrap="nowrap">  </td></tr> <tr><td valign="top">Worst Quarter</td> <td valign="bottom">  </td> <td valign="bottom">4th quarter, 2008</td> <td valign="bottom">  </td> <td valign="bottom"></td> <td valign="bottom">  </td> <td valign="bottom"> </td> <td valign="bottom" align="right">-21.70%</td></tr></table> The Fund’s year-to-date total return through 9/30/12 was 16.53%. ANNUAL FUND OPERATING EXPENSES (Expenses that you pay each year as a percentage of the value of your investment) The bar chart shows how the performance of the Fund’s Class R2 Shares has varied from year to year for the past ten calendar years. The table shows the average annual total returns over the past one year, five years and ten years. <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr><td valign="top">Best Quarter</td> <td valign="bottom">  </td> <td valign="bottom">3rd quarter, 2009</td> <td valign="bottom">  </td> <td valign="bottom"> </td> <td valign="bottom">  </td> <td valign="bottom"> </td> <td valign="bottom" align="right">18.15%</td> <td valign="bottom" nowrap="nowrap">  </td></tr> <tr><td valign="top">Worst Quarter</td> <td valign="bottom">  </td> <td valign="bottom">4th quarter, 2008</td> <td valign="bottom">  </td> <td valign="bottom"></td> <td valign="bottom">  </td> <td valign="bottom"> </td> <td valign="bottom" align="right">-21.62%</td></tr></table> The Fund’s year-to-date total return through 9/30/12 was 17.18%. 0.1653 154 The bar chart shows how the performance of the Fund’s Institutional Class Shares has varied from year to year for the past ten calendar years. The table shows the average annual total returns over the past one year, five years and ten years. JPMorgan Mid Cap Value Fund Class/Ticker: A/JAMCX; B/JBMCX; C/JCMVX; Select/JMVSX SHAREHOLDER FEES (Fees paid directly from your investment) ANNUAL FUND OPERATING EXPENSES (Expenses that you pay each year as a percentage of the value of your investment) The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses, or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal year, the Fund’s portfolio turnover rate was 30% of the average value of its portfolio. <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr><td valign="top">Best Quarter</td> <td valign="bottom">  </td> <td valign="bottom">3rd quarter, 2009</td> <td valign="bottom">  </td> <td valign="bottom"> </td> <td valign="bottom">  </td> <td valign="bottom"> </td> <td valign="bottom" align="right">17.98%</td> <td valign="bottom" nowrap="nowrap">  </td></tr> <tr><td valign="top">Worst Quarter</td> <td valign="bottom">  </td> <td valign="bottom">4th quarter, 2008</td> <td valign="bottom">  </td> <td valign="bottom"></td> <td valign="bottom">  </td> <td valign="bottom"> </td> <td valign="bottom" align="right">-21.70%</td></tr></table> The Fund’s year-to-date total return through 9/30/12 was 16.75%. <div style="display:none">~ http://www.jpmorganfunds.com/role/ScheduleAnnualFundOperatingExpensesJPMorganMidCapValueFundClassR2 column period compact * ~</div> You may qualify for sales charge discounts on purchases of Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in the J.P. Morgan Funds. 50000 The bar chart shows how the performance of the Fund’s Class A Shares has varied from year to year for the past ten calendar years. The table shows the average annual total returns over the past one year, five years and ten years. 0.1675 0.1718 <div style="display:none">~ http://www.jpmorganfunds.com/role/ScheduleAnnualFundOperatingExpensesJPMorganMidCapValueFund column period compact * ~</div> 485BPOS 2012-06-30 JP MORGAN FLEMING MUTUAL FUND GROUP INC 0.001 -0.0026 2012-10-25 299 0.0323 0.0242 0 0.05 0.01 0 -0.0017 -0.0016 -0.0016 -0.0017 78 1224 935 888 588 355 646 179 179 102 2124 2101 2230 1405 0.0268 0.0191 <div style="display:none">~ http://www.jpmorganfunds.com/role/ScheduleAnnualTotalReturnsJPMorganMidCapValueFundClassInstitutionalBarChart column period compact * ~</div> The following tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are equal to the total annual fund operating expenses after fee waivers and expense reimbursements shown in the fee table through 10/31/13 and total annual fund operating expenses thereafter. Your actual costs may be higher or lower. The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are equal to the total annual fund operating expenses after fee waivers and expense reimbursements shown in the fee table through 10/31/13 and total annual fund operating expenses thereafter. Your actual costs may be higher or lower. What are the Fund’s main investment strategies? AVERAGE ANNUAL TOTAL RETURNS (For periods ended December 31, 2011) 1-800-480-4111 What are the Fund’s main investment strategies? AVERAGE ANNUAL TOTAL RETURNS (For periods ended December 31, 2011) 0.1786 -0.0016 511 154 1963 1-800-480-4111 0.0268 Actual after-tax returns depend on your tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. 0.0163 The following tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts on purchases of Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in the J.P. Morgan Funds. More information about these and other discounts is available from your financial intermediary and in “How to Do Business with the Funds — SALES CHARGES” on page 79 of the prospectus and in “PURCHASES, REDEMPTIONS AND EXCHANGES” in Appendix A to Part II of the Statement of Additional Information. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are equal to the total annual fund operating expenses after fee waivers and expense reimbursements shown in the fee table through 10/31/13 and total annual fund operating expenses thereafter. Your actual costs may be higher or lower. What are the Fund’s main investment strategies? AVERAGE ANNUAL TOTAL RETURNS (For periods ended December 31, 2011) After-tax returns are shown only for the Class A Shares, and after-tax returns for the other classes will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. 1-800-480-4111 0.1798 Actual after-tax returns depend on your tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. <div style="display:none">~ http://www.jpmorganfunds.com/role/ScheduleAnnualTotalReturnsJPMorganMidCapValueFundClassR2BarChart column period compact * ~</div> 0.1815 <div style="display:none">~ http://www.jpmorganfunds.com/role/ScheduleAnnualTotalReturnsJPMorganMidCapValueFundBarChart column period compact * ~</div> 0 0001037897 0.0036 0.0026 0.0102 2012-11-01 false 0.0942 -0.329 0.2675 0.0242 0.0223 0.0181 -0.0138 -0.0451 -0.0281 0.0875 0.0816 0.0761 0.0767 0.0611 0.0345 0.0025 0.0075 0.0075 0 0.0025 0.0025 0.0025 0.0025 0.0026 0.0026 0.0026 0.0026 0.0142 0.0192 0.0192 0.0117 299 935 588 588 355 0.0887 -0.3324 0.2605 -0.0344 -0.0354 -0.0211 -0.0363 0.0038 0.0217 <div style="display:none">~ http://www.jpmorganfunds.com/role/ScheduleExpenseExampleNoRedemptionTransposedJPMorganMidCapValueFundClassInstitutional column period compact * ~</div> -0.0138 -0.0451 -0.0281 0.0763 0.0712 0.0662 0.0772 0.076 0.0848 0.0767 0.0611 0.0345 What is the goal of the Fund? Fees and Expenses of the Fund Portfolio Turnover WHETHER OR NOT YOU SELL YOUR SHARES, YOUR COST WOULD BE: Under normal circumstances, the Fund invests at least 80% of its Assets in equity securities of mid cap companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. Mid cap companies are companies with market capitalizations between $1 billion and $20 billion at the time of purchase. In implementing its main strategies, the Fund’s investments are primarily in common stocks and real estate investment trusts (REITs). Derivatives, which are instruments that have a value based on another instrument, exchange rate or index, may be used as substitutes for securities in which the Fund can invest. To the extent the Fund uses derivatives, the Fund will primarily use futures contracts to more effectively gain targeted equity exposure from its cash positions. Investment Process: In managing the Fund, the adviser employs a bottom-up approach to stock selection, constructing portfolios based on company fundamentals, quantitative screening and proprietary fundamental analysis. The adviser looks for quality companies, which appear to be undervalued and to have the potential to grow intrinsic value per share. Quality companies generally have a sustainable competitive position, relatively lower levels of business cyclicality, high returns on invested capital and strong experienced management teams. The adviser may sell a security for several reasons. A security may be sold due to a change in the company’s fundamentals or if the adviser believes the security is no longer attractively valued. Investments may also be sold if the adviser identifies a stock that it believes offers a better investment opportunity. The Fund is subject to management risk and may not achieve its objective if the adviser’s expectations regarding particular securities or markets are not met. <table border="-1" cellspacing="0" cellpadding="3" width="0"><tr><td>An investment in this Fund or any other fund may not provide a complete investment program. The suitability of an investment in the Fund should be considered based on the investment objective, strategies and risks described in this Prospectus, considered in light of all of the other investments in your portfolio, as well as your risk tolerance, financial goals and time horizons. You may want to consult with a financial advisor to determine if this Fund is suitable for you. </td></tr></table> Equity Market Risk. The price of equity securities may rise or fall because of changes in the broad market or changes in a company’s financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for the Fund’s portfolio or the securities market as a whole, such as changes in economic or political conditions. When the value of the Fund’s securities goes down, your investment in the Fund decreases in value. General Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Mid Cap Company Risk. Investments in mid cap companies may be riskier, more volatile and more vulnerable to economic, market and industry changes than investments in larger, more established companies. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Value Investing Risk. A value stock may decrease in price or may not increase in price as anticipated by the adviser if other investors fail to recognize the company’s value or the factors that the adviser believes will cause the stock price to increase do not occur. Derivative Risk. Derivatives, including futures, may be riskier than other types of investments and may increase the volatility of the Fund. Derivatives may be sensitive to changes in economic and market conditions and may create leverage, which could result in losses that significantly exceed the Fund’s original investment. Derivatives expose the Fund to counterparty risk, which is the risk that the derivative counterparty will not fulfill its contractual obligations (and includes credit risk associated with the counterparty). Certain derivatives are synthetic instruments that attempt to replicate the performance of certain reference assets. With regard to such derivatives, the Fund does not have a claim on the reference assets and is subject to enhanced counterparty risk. Derivatives may not perform as expected, so the Fund may not realize the intended benefits. When used for hedging, the change in value of a derivative may not correlate as expected with the security or other risk being hedged. In addition, given their complexity, derivatives expose the Fund to risks of mispricing or improper valuation. Real Estate Securities Risk. The Fund’s investments in real estate securities, including REITs, are subject to the same risks as direct investments in real estate and mortgages, and their value will depend on the value of the underlying real estate interests. These risks include default, prepayments, changes in value resulting from changes in interest rates and demand for real and rental property, and the management skill and credit- worthiness of REIT issuers. The Fund, will indirectly bear its proportionate share of expenses, including management fees, paid by each REIT in which it invests in addition to the expenses of the Fund. Redemption Risk. The Fund could experience a loss when selling securities to meet redemption requests by shareholders. The risk of loss increases if the redemption requests are unusually large or frequent, occur in times of overall market turmoil or declining prices for the securities sold, or when the securities the Fund wishes to or is required to sell are illiquid. <table border="-1" cellspacing="0" cellpadding="3" width="0"><tr><td>Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money investing in the Fund. </td></tr></table> What is the goal of the Fund? YEAR-BY-YEAR RETURNS 10/31/13 Fees and Expenses of the Fund You could lose money investing in the Fund. WHETHER OR NOT YOU SELL YOUR SHARES, YOUR COST WOULD BE: Portfolio Turnover Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future. YEAR-BY-YEAR RETURNS 2009-09-30 Worst Quarter 2008-12-31 The Fund is subject to management risk and may not achieve its objective if the adviser’s expectations regarding particular securities or markets are not met. <table border="-1" cellspacing="0" cellpadding="3" width="0"><tr><td>An investment in this Fund or any other fund may not provide a complete investment program. The suitability of an investment in the Fund should be considered based on the investment objective, strategies and risks described in this Prospectus, considered in light of all of the other investments in your portfolio, as well as your risk tolerance, financial goals and time horizons. You may want to consult with a financial advisor to determine if this Fund is suitable for you. </td></tr></table> Equity Market Risk. The price of equity securities may rise or fall because of changes in the broad market or changes in a company’s financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for the Fund’s portfolio or the securities market as a whole, such as changes in economic or political conditions. When the value of the Fund’s securities goes down, your investment in the Fund decreases in value. General Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Mid Cap Company Risk. Investments in mid cap companies may be riskier, more volatile and more vulnerable to economic, market and industry changes than investments in larger, more established companies. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Value Investing Risk. A value stock may decrease in price or may not increase in price as anticipated by the adviser if other investors fail to recognize the company’s value or the factors that the adviser believes will cause the stock price to increase do not occur. Derivative Risk. Derivatives, including futures, may be riskier than other types of investments and may increase the volatility of the Fund. Derivatives may be sensitive to changes in economic and market conditions and may create leverage, which could result in losses that significantly exceed the Fund’s original investment. Derivatives expose the Fund to counterparty risk, which is the risk that the derivative counterparty will not fulfill its contractual obligations (and includes credit risk associated with the counterparty). Certain derivatives are synthetic instruments that attempt to replicate the performance of certain reference assets. With regard to such derivatives, the Fund does not have a claim on the reference assets and is subject to enhanced counterparty risk. Derivatives may not perform as expected, so the Fund may not realize the intended benefits. When used for hedging, the change in value of a derivative may not correlate as expected with the security or other risk being hedged. In addition, given their complexity, derivatives expose the Fund to risks of mispricing or improper valuation. Real Estate Securities Risk. The Fund’s investments in real estate securities, including REITs, are subject to the same risks as direct investments in real estate and mortgages, and their value will depend on the value of the underlying real estate interests. These risks include default, prepayments, changes in value resulting from changes in interest rates and demand for real and rental property, and the management skill and credit-worthiness of REIT issuers. The Fund will indirectly bear its proportionate share of expenses, including management fees, paid by each REIT in which it invests in addition to the expenses of the Fund. Redemption Risk. The Fund could experience a loss when selling securities to meet redemption requests by shareholders. The risk of loss increases if the redemption requests are unusually large or frequent, occur in times of overall market turmoil or declining prices for the securities sold, or when the securities the Fund wishes to or is required to sell are illiquid. <table border="-1" cellspacing="0" cellpadding="3" width="0"><tr><td>Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money investing in the Fund. </td></tr></table> Under normal circumstances, the Fund invests at least 80% of its Assets in equity securities of mid cap companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. Mid cap companies are companies with market capitalizations between $1 billion and $20 billion at the time of purchase. In implementing its main strategies, the Fund’s investments are primarily in common stocks and real estate investment trusts (REITs). Derivatives, which are instruments that have a value based on another instrument, exchange rate or index, may be used as substitutes for securities in which the Fund can invest. To the extent the Fund uses derivatives, the Fund will primarily use futures contracts to more effectively gain targeted equity exposure from its cash positions. Investment Process: In managing the Fund, the adviser employs a bottom-up approach to stock selection, constructing portfolios based on company fundamentals, quantitative screening and proprietary fundamental analysis. The adviser looks for quality companies, which appear to be undervalued and to have the potential to grow intrinsic value per share. Quality companies generally have a sustainable competitive position, relatively lower levels of business cyclicality, high returns on invested capital and strong experienced management teams. The adviser may sell a security for several reasons. A security may be sold due to a change in the company’s fundamentals or if the adviser believes the security is no longer attractively valued. Investments may also be sold if the adviser identifies a stock that it believes offers a better investment opportunity. 0.005 0.0025 0.0026 0.0167 0.0163 -0.0138 -0.0451 -0.0281 0.0812 0.0767 0.0611 0.0345 10/31/13 511 You could lose money investing in the Fund. Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. 0.0887 -0.3324 0.2575 What is the goal of the Fund? Fees and Expenses of the Fund Portfolio Turnover IF YOU DO NOT SELL YOUR SHARES, YOUR COST WOULD BE: Under normal circumstances, the Fund invests at least 80% of its Assets in equity securities of mid cap companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. Mid cap companies are companies with market capitalizations between $1 billion and $20 billion at the time of purchase. In implementing its main strategies, the Fund’s investments are primarily in common stocks and real estate investment trusts (REITs). Derivatives, which are instruments that have a value based on another instrument, exchange rate or index, may be used as substitutes for securities in which the Fund can invest. To the extent the Fund uses derivatives, the Fund will primarily use futures contracts to more effectively gain targeted equity exposure from its cash positions. Investment Process: In managing the Fund, the adviser employs a bottom-up approach to stock selection, constructing portfolios based on company fundamentals, quantitative screening and proprietary fundamental analysis. The adviser looks for quality companies, which appear to be undervalued and to have the potential to grow intrinsic value per share. Quality companies generally have a sustainable competitive position, relatively lower levels of business cyclicality, high returns on invested capital and strong experienced management teams. The adviser may sell a security for several reasons. A security may be sold due to a change in the company’s fundamentals or if the adviser believes the security is no longer attractively valued. Investments may also be sold if the adviser identifies a stock that it believes offers a better investment opportunity. The Fund is subject to management risk and may not achieve its objective if the adviser’s expectations regarding particular securities or markets are not met. <table border="-1" cellspacing="0" cellpadding="3" width="0"><tr><td>An investment in this Fund or any other fund may not provide a complete investment program. The suitability of an investment in the Fund should be considered based on the investment objective, strategies and risks described in this Prospectus, considered in light of all of the other investments in your portfolio, as well as your risk tolerance, financial goals and time horizons. You may want to consult with a financial advisor to determine if this Fund is suitable for you.</td></tr></table> Equity Market Risk. The price of equity securities may rise or fall because of changes in the broad market or changes in a company’s financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for the Fund’s portfolio or the securities market as a whole, such as changes in economic or political conditions. When the value of the Fund’s securities goes down, your investment in the Fund decreases in value. General Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Mid Cap Company Risk. Investments in mid cap companies may be riskier, more volatile and more vulnerable to economic, market and industry changes than investments in larger, more established companies. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Value Investing Risk. A value stock may decrease in price or may not increase in price as anticipated by the adviser if other investors fail to recognize the company’s value or the factors that the adviser believes will cause the stock price to increase do not occur. Derivative Risk. Derivatives, including futures, may be riskier than other types of investments and may increase the volatility of the Fund. Derivatives may be sensitive to changes in economic and market conditions and may create leverage, which could result in losses that significantly exceed the Fund’s original investment. Derivatives expose the Fund to counterparty risk, which is the risk that the derivative counterparty will not fulfill its contractual obligations (and includes credit risk associated with the counterparty). Certain derivatives are synthetic instruments that attempt to replicate the performance of certain reference assets. With regard to such derivatives, the Fund does not have a claim on the reference assets and is subject to enhanced counterparty risk. Derivatives may not perform as expected, so the Fund may not realize the intended benefits. When used for hedging, the change in value of a derivative may not correlate as expected with the security or other risk being hedged. In addition, given their complexity, derivatives expose the Fund to risks of mispricing or improper valuation. Real Estate Securities Risk. The Fund’s investments in real estate securities, including REITs, are subject to the same risks as direct investments in real estate and mortgages, and their value will depend on the value of the underlying real estate interests. These risks include default, prepayments, changes in value resulting from changes in interest rates and demand for real and rental property, and the management skill and creditworthiness of REIT issuers. The Fund will indirectly bear its proportionate share of expenses, including management fees, paid by each REIT in which it invests in addition to the expenses of the Fund. Redemption Risk. The Fund could experience a loss when selling securities to meet redemption requests by shareholders. The risk of loss increases if the redemption requests are unusually large or frequent, occur in times of overall market turmoil or declining prices for the securities sold, or when the securities the Fund wishes to or is required to sell are illiquid. <table border="-1" cellspacing="0" cellpadding="3" width="0"><tr><td>Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money investing in the Fund. </td></tr></table> YEAR-BY-YEAR RETURNS <div style="display:none">~ http://www.jpmorganfunds.com/role/ScheduleAverageAnnualTotalReturnsTransposedJPMorganMidCapValueFundClassInstitutional column period compact * ~</div> 10/31/13 You could lose money investing in the Fund. Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future. <div style="display:none">~ http://www.jpmorganfunds.com/role/ScheduleExpenseExampleNoRedemptionTransposedJPMorganMidCapValueFundClassR2 column period compact * ~</div> 2009-09-30 Worst Quarter 2008-12-31 After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for the Class A Shares, and after-tax returns for the other classes will vary. <div style="display:none">~ http://www.jpmorganfunds.com/role/ScheduleAverageAnnualTotalReturnsTransposedJPMorganMidCapValueFundClassR2 column period compact * ~</div> 2009-09-30 Worst Quarter 2008-12-31 <div style="display:none">~ http://www.jpmorganfunds.com/role/ScheduleExpenseExampleNoRedemptionTransposedJPMorganMidCapValueFund column period compact * ~</div> <div style="display:none">~ http://www.jpmorganfunds.com/role/ScheduleAverageAnnualTotalReturnsTransposedJPMorganMidCapValueFund column period compact * ~</div> 0.0065 0.0001 0.0076 2012-11-01 1224 0.2099 0.1732 0.0283 0.2334 0.0201 0.0143 0.0162 0.0004 0.0028 -0.0032 0.0065 0.0065 0.0065 0.0065 0.0051 0.0051 0.0051 0.0051 0.0001 0.0001 0.0001 0.0001 0.0125 0.0176 0.0176 0.01 2124 2101 2230 1405 0.2032 0.1673 0.0236 0.2282 0.0043 -0.0008 0.0028 0.0061 0.01 0.0176 0.0004 0.0028 -0.0032 The Fund seeks growth from capital appreciation. The Fund seeks growth from capital appreciation. The Fund’s Main Investment Risks The Fund’s Past Performance This section provides some indication of the risks of investing in the Fund. The bar chart shows how the performance of the Fund’s Class R2 Shares has varied from year to year for the past ten calendar years. The table shows the average annual total returns over the past one year, five years and ten years. The table compares that performance to the Russell Midcap® Value Index and the Lipper Mid-Cap Value Funds Index and Lipper Multi-Cap Core Funds Index, which are indexes based on the total returns of certain mutual funds within mid cap and multi cap fund categories, respectively, as determined by Lipper. Unlike the other index, the Lipper indexes includes the expenses of the mutual funds included in the indexes. The performance in the table for Class R2 Shares is based on the performance of Class A Shares prior to the inception of the Class R2 Shares. The actual returns of Class R2 Shares would have been lower because Class R2 Shares have higher expenses than Class A Shares. Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future. Updated performance information is available by visiting www.jpmorganfunds.com or by calling 1-800-480-4111. 0.3 Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. The table compares that performance to the Russell Midcap® Value Index and the Lipper Mid-Cap Value Funds Index and Lipper Multi-Cap Core Funds Index, which are indexes based on the total returns of certain mutual funds within mid cap and multi cap fund categories, respectively, as determined by Lipper. Unlike the other index, the Lipper indexes includes the expenses of the mutual funds included in the indexes. The Fund’s Main Investment Risks The Fund's year-to-date total return Best Quarter -0.217 0.0065 0.0051 0.0001 0.0151 1963 0.0135 0.0004 0.0028 -0.0032 0.3 Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. The table compares that performance to the Russell Midcap® Value Index and the Lipper Mid-Cap Value Funds Index and Lipper Multi-Cap Core Funds Index, which are indexes based on the total returns of certain mutual funds within mid cap and multi cap fund categories, respectively, as determined by Lipper. Unlike the other index, the Lipper indexes includes the expenses of the mutual funds included in the indexes. 0.2032 0.1673 0.0236 0.2248 The Fund seeks growth from capital appreciation. <div style="display:none">~ http://www.jpmorganfunds.com/role/ScheduleExpenseExampleTransposedJPMorganMidCapValueFundClassInstitutional column period compact * ~</div> The Fund’s Main Investment Risks The Fund’s Past Performance This section provides some indication of the risks of investing in the Fund. The bar chart shows how the performance of the Fund’s Class A Shares has varied from year to year for the past ten calendar years. The table shows the average annual total returns over the past one year, five years and ten years. The table compares that performance to the Russell Midcap® Value Index and the Lipper Mid-Cap Value Funds Index and Lipper Multi-Cap Core Funds Index, which are indexes based on the total returns of certain mutual funds within mid cap and multi cap fund categories, respectively, as determined by Lipper. Unlike the other index, the Lipper indexes include the expenses of the mutual funds included in the indexes. Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future. Updated performance information is available by visiting www.jpmorganfunds.com or by calling 1-800-480-4111. The performance figures in the bar chart do not reflect any deduction for the front-end sales load which is assessed on Class A Shares. If the load were reflected, the performance figures would have been lower. 0.3 <div style="display:none">~ http://www.jpmorganfunds.com/role/ScheduleExpenseExampleTransposedJPMorganMidCapValueFundClassR2 column period compact * ~</div> Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. The table compares that performance to the Russell Midcap® Value Index and the Lipper Mid-Cap Value Funds Index and Lipper Multi-Cap Core Funds Index, which are indexes based on the total returns of certain mutual funds within mid cap and multi cap fund categories, respectively, as determined by Lipper. Unlike the other index, the Lipper indexes include the expenses of the mutual funds included in the indexes. The performance figures in the bar chart do not reflect any deduction for the front-end sales load which is assessed on Class A Shares. If the load were reflected, the performance figures would have been lower. The Fund’s year-to-date total return Best Quarter -0.217 The Fund’s Past Performance The Fund’s year-to-date total return Best Quarter -0.2162 <div style="display:none">~ http://www.jpmorganfunds.com/role/ScheduleExpenseExampleTransposedJPMorganMidCapValueFund column period compact * ~</div> This section provides some indication of the risks of investing in the Fund. The bar chart shows how the performance of the Fund’s Institutional Class Shares has varied from year to year for the past ten calendar years. The table shows the average annual total returns over the past one year, five years and ten years. The table compares that performance to the Russell Midcap® Value Index and the Lipper Mid-Cap Value Funds Index and Lipper Multi-Cap Core Funds Index, which are indexes based on the total returns of certain mutual funds within mid cap and multi cap fund categories, respectively, as determined by Lipper. Unlike the other index, the Lipper indexes includes the expenses of the mutual funds included in the indexes. Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future. Updated performance information is available by visiting www.jpmorganfunds.com or by calling 1-800-480-4111. The Fund's adviser, administrator and distributor (the Service Providers) have contractually agreed to waive fees and/or reimburse expenses to the extent Total Annual Fund Operating Expenses of Institutional Class Shares (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes, expenses related to litigation and potential litigation, extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) exceeds 0.75% of their average daily net assets. This contract cannot be terminated prior to 11/1/13 at which time the Service Providers will determine whether or not to renew or revise it. The Fund's adviser, administrator and distributor (the Service Providers) have contractually agreed to waive fees and/or reimburse expenses to the extent Total Annual Fund Operating Expenses of Class R2 Shares (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes, expenses related to litigation and potential litigation, extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) exceeds 1.50% of their average daily net assets. This contract cannot be terminated prior to 11/1/13 at which time the Service Providers will determine whether or not to renew or revise it. The Fund's adviser, administrator and distributor (the Service Providers) have contractually agreed to waive fees and/or reimburse expenses to the extent Total Annual Fund Operating Expenses of Class A, Class B, Class C and Select Class Shares (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes, expenses related to litigation and potential litigation, extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) exceeds 1.24%, 1.75%, 1.75%, and 0.99%, respectively, of their average daily net assets. This contract cannot be terminated prior to 11/1/13 at which time the Service Providers will determine whether or not to renew or revise it. 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