485APOS 1 d17852_n1a.htm



As filed with the Securities and Exchange Commission on September 30, 2005

Securities Act File No. 333-103022
Investment Company Act File No. 811-21295

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
              
[X]
Pre-Effective Amendment No.
              
[  ]
Post-Effective Amendment No. 16
              
[X]
 
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
              
[X]
Amendment No. 17
(Check appropriate box or boxes)
              
[X]

JPMORGAN TRUST I
(Exact Name of Registrant Specified in Charter)

522 Fifth Avenue
New York, New York, 10036
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code: (800) 480-4111

Stephen M. Benham , Esq.
J.P. Morgan Investment Management Inc.
522 Fifth Avenue
New York, NY 10036
(Name and Address of Agent for Service)

With copies to:
Elizabeth A. Davin , Esq.
JPMorgan Chase and Co.
1111 Polaris Parkway
Columbus, OH 43271-0152
    
With copies to:
    
With copies to:
Alan G. Priest, Esq.
Ropes & Gray LLP
One Metro Center
700 12th Street, N.W., Suite 900
Washington, D.C. 20005-3948


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

[  ]
         
immediately upon filing pursuant to paragraph (b)
    
[    ]
    
on (date) pursuant to paragraph (b).
[  ]
         
60 days after filing pursuant to paragraph (a)(1)
    
[ X ]
    
on December 1, 2005 pursuant to paragraph (a)(1) This Post-Effective Amendment is being filed solely in connection with changes to the JPMorgan Prime Money Market, JPMorgan Federal Money Market, JPMorgan 100% U.S. Treasury Securities Money Market, JPMorgan Tax Free Money Market, JPMorgan California Municipal Money Market and JPMorgan New York Municipal Money Market Funds. No information relating to any other series of the Trust is amended or superceded hereby.
[    ]
         
75 days after filing pursuant to paragraph (a)(2)
    
[  ]
    
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.





PROSPECTUS DECEMBER    , 2005

JPMorgan

Money Market

Funds

Morgan , Class B & Class C Shares

JPMorgan Prime Money Market Fund
JPMorgan Liquid Assets Money Market Fund
JPMorgan U.S. Government Money Market Fund (Morgan Shares)
JPMorgan U.S. Treasury Plus Money Market Fund
JPMorgan Federal Money Market Fund (Morgan Shares)
JPMorgan 100% U.S. Treasury Securities Money Market Fund (Morgan Shares)
JPMorgan Tax Free Money Market Fund (Morgan Shares)
JPMorgan Municipal Money Market Fund (Morgan Shares)
JPMorgan California Municipal Money Market Fund (Morgan Shares)
JPMorgan Michigan Municipal Money Market Fund (Morgan Shares)
JPMorgan New York Municipal Money Market Fund (Morgan Shares)
JPMorgan Ohio Municipal Money Market Fund (Morgan Shares)

The Securities and Exchange Commission has
not approved or disapproved of these securities
or determined if this prospectus is truthful or
complete. Any representation to the contrary is
a criminal offense.





CONTENTS

Prime Money Market Fund
                    1   
Liquid Assets Money Market Fund
                    7   
U.S. Government Money Market Fund
                    13   
U.S. Treasury Plus Money Market Fund
                    18   
Federal Money Market Fund
                    23   
100% U.S. Treasury Securities Money Market Fund
                    28   
Tax Free Money Market Fund
                    33   
Municipal Money Market Fund
                    39   
California Municipal Money Market Fund
                    45   
Michigan Municipal Money Market Fund
                    51   
New York Municipal Money Market Fund
                    57   
Ohio Municipal Money Market Fund
                    63   
The Funds’ Management and Administration
                    69   
How Your Account Works
                    72   
Buying Fund Shares
                    72   
Selling Fund Shares
                    75   
Exchanging Fund Shares
                    77   
Distribution Arrangements
                    78   
Other Information Concerning the Funds
                    80   
Shareholder Information
                    81   
Distributions and Taxes
                    81   
Availability of Proxy Voting Record
                    82   
Portfolio Holdings Disclosure
                    82   
What the Terms Mean
                    83   
Financial Highlights
                    84   
Appendix A—Legal Proceedings and
Additional Fee and Expense Information
                    92   
How To Reach Us
                    Back cover    
 


JPMorgan
    Prime Money Market Fund

The Fund’s Objective

The Fund aims to provide the highest possible level of current income while still maintaining liquidity and preserving capital.

The Fund’s Main Investment Strategy

The Fund invests in high quality, short-term money market instruments which are issued and payable in U.S. dollars. The Fund principally invests in:

• 
  high quality commercial paper and other short-term debt securities, including floating and variable rate demand notes of U.S. and foreign corporations

• 
  debt securities issued or guaranteed by qualified U.S. and foreign banks, including certificates of deposit, time deposits and other short-term securities

• 
  securities issued or guaranteed by the U.S. government, its agencies or instrumentalities

• 
  asset-backed securities

• 
  repurchase agreements and reverse repurchase agreements

• 
  taxable municipal obligations

• 
  funding agreements issued by banks and highly rated U.S. insurance companies, such as Guaranteed Investment Contracts (GICs) and Bank Investment Contracts (BICs).

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within the se requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

•  
  T he Fund will only buy securities that present minimal credit risk. These securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by J.P. Morgan Investment Management Inc. (JPMIM), the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund will concentrate its investments in the banking industry. Therefore, under normal conditions, the Fund will invest at least 25% of its total assets in securities issued by companies in the banking industry. The Fund may, however invest less than 25% of its total assets in this industry if warranted due to adverse economic conditions and if investing less than 25% appears to be in the best interest of shareholders.

The Fund’s adviser, JPMIM , seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

JPMORGAN MONEY MARKET FUNDS


1



JPMorgan
    Prime Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or inter est rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are .

Credit Risk.  The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation, and as a result the value of your investment could decline. The price and liquidity of a security can also be adversely affected as credit status deteriorates and the probability of default rises. The Fund minimizes credit risk by investing only in high-quality obligations and limiting the maturity of its investments.

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are pre paid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Government Securities Risk.  The Fund may hold the indebtedness of certain issuers identified with the U.S. government, including the well-known Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), which is not entitled to the full faith and credit of the United States. These securities are supported only by their own credit and are subject to the risk of default in the payment of interest and/or principal , like the indebtedness of private issuers.

Concentration Risk.  Because the Fund will invest a sig nificant portion of its assets in securities of companies in the banking industry, developments affecting the banking industry will have a disproportionate impact on the Fund. These risks generally include interest rate risk, credit risk and risk associated with regulatory changes in the banking industry. The profitability of banks depends largely on the availabil ity and cost of funds, which can change depending on economic conditions.

Foreign Securities Risk.  Investments in foreign securities may be riskier than investments in U.S. securities. Foreign securities may be affected by political, social and economic instability and may be subject to higher transaction costs and delayed settlement. There may also be less public informa tion available about such securities.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.   Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during tempo

JPMORGAN MONEY MARKET FUNDS


2



PROSPECTUS DECEMBER  

2005


rary defen sive periods or to meet redemptions, it may not achieve its investment objective.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


3



JPMorgan
    Prime Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Class B Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

The performance figures in the bar chart do not reflect any deduction for the contingent deferred sales charges, which are assessed on Class B Shares. If the load were reflected, the performance figures would have been lower. Performance figures in the table for Class B and Class C Shares reflect the deduction of the applicable contingent deferred sales load. Class B Shares convert to Morgan Shares after eight years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com . Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1


BEST QUARTER 3rd quarter, 2000
                    1.39 %  
WORST QUARTER 2nd quarter, 2003
                    0.02 %  
3rd quarter, 2003
                         
4th quarter, 2003
                         
1st quarter, 2004
                         
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

JPMORGAN MONEY MARKET FUNDS


4



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Morgan Shares 1,3
                    0.86              2.51              3.51   
Class B Shares
                    0.32              1.89              3.12   
Class C Shares 2,3
                    0.32              1.88              3.09   
 
1
  The performance before the Morgan Shares were launched on 10/1/98 is based on Class B Shares of the Fund.

2
  The performance before Class C Shares were launched on 5/14/98 is based on Class B Shares of the Fund.

3
  The performance for all three classes would have substantially similar average annual total returns because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses.

Investor Expenses for Morgan, Class B and Class C Shares

The expenses of the Morgan, Class B and Class C Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)




   
MORGAN SHARES
   
CLASS B SHARES
   
CLASS C SHARES
Maximum Sales Charge (Load)
when you buy shares, shown
as % of the offering price
                    NONE               NONE               NONE    
Maximum Deferred Sales
Charge (Load) shown as % of
lower of original purchase
price or redemption proceeds
                    NONE               5.00              1.00   
 

JPMORGAN MONEY MARKET FUNDS


5



JPMorgan
    Prime Money Market Fund

CONTINUED

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM MORGAN, CLASS B AND CLASS C ASSETS)




   
MORGAN SHARES
   
CLASS B SHARES
   
CLASS C SHARES
Management Fees
                    0.08              0.08              0.08   
Distribution (Rule 12b-1) Fees
                    NONE               0.75              0.75   
Shareholder Service Fees
                    0.35              0.25              0.25   
Other Expenses1
                                                         
Total Annual Operating Expenses
                                                         
Fee Waiver and Expense Reimbursements2
                                                         
Net Expenses2
                    0.52              0.97              0.97   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year.

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s a dministrator and the d istributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Morgan, Class B and Class C Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.52%, 0.97% and 0.97%, respectively, of their average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

Example

The example below is intended to help you compare the cost of investing in the Morgan, Class B and Class C Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Morgan, Class B and Class C Shares and your actual costs may be higher or lower.
    

IF YOU SELL YOUR SHARES YOUR COSTS WOULD BE:




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Morgan Shares($)
                                                                         
Class B Shares*($)
                                                                         
Class C Shares*($)
                                                                         
 
    

IF YOU DON’T SELL YOUR SHARES YOUR COSTS WOULD BE:




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Morgan Shares($)
                                                                         
Class B Shares($)
                                                                         
Class C Shares($)
                                                                         
 
*
  Assumes applicable deferred sales charge is deducted when shares are sold.

**
  Reflects conversion of Class B Shares to Morgan Shares after they have been owned for eight years.

JPMORGAN MONEY MARKET FUNDS


6



JPMorgan
    Liquid Assets Money Market Fund
    
(formerly One Group® Prime Money Market Fund)

The Fund’s Objective

The Fund seeks current income with liquidity and stability of principal.

The Fund’s Main Investment Strategy

The Fund invests in high quality, short-term money market instruments which are issued and payable in U.S. dollars. The Fund principally invests in:

• 
  high quality commercial paper and other short-term debt securities, including floating and variable rate demand notes of U.S. and foreign corporations

• 
  debt securities issued or guaranteed by qualified U.S. and foreign banks, including certificates of deposit, time deposits and other short-term securities

• 
  securities issued or guaranteed by the U.S. government, its agencies or instrumentalities

• 
  asset-backed securities

• 
  repurchase agreements and reverse repurchase agreements

• 
  taxable municipal obligations

• 
  funding agreements issued by banks and highly rated U.S. insurance companies, such as GICs and BICs .

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within the se requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will :

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMorgan Investment Advisors Inc. (JPMIA), the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund will concentrate its investments in the financial services industry, including asset-backed commercial paper programs. Therefore, under normal conditions, the Fund will invest at least 25% of its total assets in securities issued by companies in the financial services industry, which includes banks, broker-dealers, finance companies and other issuers of asset-backed securities. The Fund may, however invest less than 25% of its total assets in this industry if warranted due to adverse economic conditions and if investing less than 25% appears to be in the best interest of shareholders.

The Fund may engage in securities lending in order to generate additional income. The Fund may loan up to 33-1/3% of its total assets, provided such loans are collateralized by securities issued by the U.S. government or its agencies and instrumentalities or by cash.

The Fund’s adviser, JPMI A , seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.

JPMORGAN MONEY MARKET FUNDS


7



JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are .

Credit Risk.  The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation, and as a result the value of your investment could decline. The price and liquidity of a security can also be adversely affected as credit status deteriorates and the probability of default rises. The Fund minimizes credit risk by investing only in high-quality obligations and limiting the maturity of its investments.

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are pre paid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Government Securities Risk.  The Fund may hold the indebtedness of certain issuers identified with the U.S. government, including the well-known Fannie Mae and Freddie Mac , which is not entitled to the full faith and credit of the United States. These securities are supported only by their own credit and are subject to the risk of default in the payment of interest and/or principal , like the indebtedness of private issuers.

Securities Lending Risk.  The Fund may lend securities, which involves the risk that the loaned securities may not be returned if the borrower or the lending agent defaults. The collateral is also subject to the risks of the securities in which it is invested. The risk of securities lending is reduced, however, by the following policies:

• 
  JPMIA maintains a list of approved borrowers, which it believes to present low credit risk;

• 
  The Fund receives collateral equal to at least 100% of the current value of the securities loaned plus accrued interest;

• 
  The lending agent indemnifies the Fund against borrower default;

• 
  JPMIA’s collateral investment guidelines limit the quality and duration of collateral investment to mini mize losses; and

• 
  Upon recall, the borrower must return the securities loaned within the normal settlement period.

Concentration Risk.  Because the Fund will invest a sig nificant portion of its assets in securities of companies in the financial services industry, developments affecting the financial services industry will have a disproportionate impact on the Fund. These risks generally include interest rate risk, credit risk and risk associated with regulatory changes in the financial services industry. In addition, financial

JPMORGAN MONEY MARKET FUNDS


8



PROSPECTUS DECEMBER  

2005


services companies are highly dependent on the supply of short-term financing.

Foreign Securities Risk.  Investments in foreign securities may be riskier than investments in U.S. securities. Foreign securities may be affected by political, social and economic instability and may be subject to higher transaction costs and delayed settlement. There may also be less public informa tion available about such securities.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.   Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defen sive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


9



JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Class B Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

The performance figures in the bar chart do not reflect any deduction for the contingent deferred sales charges, which are assessed on Class B Shares. If the load were reflected, the performance figures would have been lower. Performance figures in the table for Class B and Class C Shares reflect the deduction of the applicable contingent deferred sales load. Class B Shares convert to Morgan Shares after eight years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com . Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1


BEST QUARTER 4th quarter, 2000
                    1.31 %  
WORST QUARTER 3rd quarter, 2003
                    0.03 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

JPMORGAN MONEY MARKET FUNDS


10



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%) 1

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Class B Share s2
                    0.45              1.77              3.00   
Class C Share s2
                    0.45              1.77              3.00   
 
1
  As of December 31, 2004, the Morgan Shares had not commenced operations. The performance for all three classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses.

2
  Historical performance shown for Class B and Class C Shares prior to their inception on 11/12/96 and 5/31/00, respectively, is based on the performance of Investor Shares, the original class offered. All prior performance for these classes has been adjusted to reflect the differences in expenses and sales charges between classes.

Investor Expenses for Morgan, Class B and Class C S hares

The expenses of the Morgan, Class B and Class C Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)




   
MORGAN SHARES
   
CLASS B SHARES
   
CLASS C SHARES
Maximum Sales Charge (Load)
when you buy shares, shown
as % of the offering price
                    NONE               NONE               NONE    
Maximum Deferred Sales
Charge (Load) shown as % of
lower of original purchase
price or redemption proceeds
                    NONE               5.00              1.00   
 

JPMORGAN MONEY MARKET FUNDS


11



JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM MORGAN, CLASS B AND CLASS C ASSETS)




   
MORGAN SHARES
   
CLASS B SHARES
   
CLASS C SHARES
Management Fees
                    0.08              0.08              0.08   
Distribution (Rule 12b-1) Fees
                    NONE               0.75              0.75   
Shareholder Service Fees
                    0.35              0.25              0.25   
Other Expenses1
                    0.11              0.12              0.12   
Total Annual Operating Expenses
                    0.64              1.20              1.20   
Fee Waiver and Expense Reimbursements2
                    (0.05 )             (0.23 )             (0.23 )  
Net Expenses2
                    0.5 9              0.97              0.97   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year.

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual oper ating expenses of the Morgan, Class B and Class C Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.59%, 0.97% and 0.97%, respectively, of their aver age daily net assets from 2/19/05 through 12/31/06. In addi tion, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

Example

The example below is intended to help you compare the cost of investing in the Morgan, Class B and Class C Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Morgan, Class B and Class C Shares and your actual costs may be higher or lower.
    

IF YOU SELL YOUR SHARES YOUR COSTS WOULD BE:




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Morgan Shares($)
                    60               199               351               793    
Class B Shares*($)
                    599               656               836               1,276   
Class C Shares*($)
                    199               356               636               1,433   
 
    

IF YOU DON’T SELL YOUR SHARES YOUR COSTS WOULD BE:




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Morgan Shares($)
                    60               199               351               793    
Class B Shares($)
                    99               356               636               1,276   
Class C Shares($)
                    99               356               636               1,433   
 
*
  Assumes applicable deferred sales charge is deducted when shares are sold.

**
  Reflects conversion of Class B Shares to Morgan Shares after they have been owned for eight years.

JPMORGAN MONEY MARKET FUNDS


12



JPMorgan
    U.S. Government Money Market Fund
    
(formerly One Group® Government Money Market Fund)

The Fund’s Objective

The Fund seeks high current income with liquidity and stability of principal.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests its assets exclusively in:

• 
  short-term debt securities issued or guaranteed by the U.S. government, or by U.S. government agencies or instrumentalities

• 
  short-term repurchase agreements fully collateralized by U.S. Treasury and U.S. government securities

• 
  [ other money market funds that invest exclusively in U.S. government securities ] and repurchase agreements collateralized by such securities.

The interest on these securities is generally exempt from state and local income taxes.

If the Fund decides to invest in other types of securities , shareholders wi ll be given 60 days advance notice.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within the se requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund may engage in securities lending in order to generate additional income. The Fund may loan up to 33-1/3% of its total assets, provided such loans are collateralized by securities issued by the U.S. government or its agencies and instrumentalities or by cash.

The Fund’s adviser, J PMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

    

JPMORGAN MONEY MARKET FUNDS


13



JPMorgan
    U.S. Government Money Market Fund

CONTINUED

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are .

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are pre paid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Government Securities Risk.  The Fund may hold the indebtedness of certain issuers identified with the U.S. government, including the well-known Fannie Mae and Freddie Mac , which is not entitled to the full faith and credit of the United States. These securities are supported only by their own credit and are subject to the risk of default in the payment of interest and/or principal , like the indebtedness of private issuers.

Securities Lending Risk.  The Fund may lend securities, which involves the risk that the loaned securities may not be returned if the borrower or the lending agent defaults. The collateral is also subject to the risks of the securities in which it is invested. The risk of securities lending is reduced, however, by the following policies:

• 
  JPMIA maintains a list of approved borrowers, which it believes to present low credit risk;

• 
  The Fund receives collateral equal to at least 100% of the current value of the securities loaned plus accrued interest;

• 
  The lending agent indemnifies the Fund against borrower default;

• 
  JPMIA’s collateral investment guidelines limit the quality and duration of collateral investment to mini mize losses; and

• 
  Upon recall, the borrower must return the securities loaned within the normal settlement period.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.   Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defen sive periods or to meet redemptions, it may not achieve its investment objective.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


14



PROSPECTUS DECEMBER  

2005

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Morgan Shares had not commenced operations as of December 31, 2004, t he bar chart shows how the performance of the Fund’s Capital Shares (formerly Class I Shares), the original clas s offered, has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com . Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 3rd quarter, 2000
                    1.64 %  
WORST QUARTER 2nd quarter, 2004
                    0.24 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

2
  As of December 31, 2004, the Morgan Shares had not commenced operations. The performance shown is that of the Capital Shares, the original class offered, whose shares are not offered in this prospectus. The performance for both classes would have been sub stantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses. During this period, the actual returns of Morgan Shares would have been lower than shown because Morgan Shares have higher expenses than Capital Shares.

JPMORGAN MONEY MARKET FUNDS


15



JPMorgan
    U.S. Government Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Capita l Share s 1
                    1.26              2.89              4.18   
 
1
  As of December 31, 2004, the Morgan Shares had not commenced operations. The performance shown is that of the Capital Shares, the original class offered, whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses. During this period, the actual returns of Morgan Shares would have been lower than shown because Morgan Shares have higher expenses than Capital Shares.

Investor Expenses for Morgan Shares

The expenses of the Morgan Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Maximum Sales Charge (Load)
when you buy shares, shown
as % of the offering price
                    NONE    
Maximum Deferred Sales
Charge (Load) shown as % of
lower of original purchase
price or redemption proceeds
                    NONE    
 

JPMORGAN MONEY MARKET FUNDS


16



PROSPECTUS DECEMBER  

2005

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM MORGAN ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    0.10   
Shareholder Service Fees
                    0.35   
Other Expenses1
                    0.10   
Total Annual Operating Expenses
                    0.63   
Fee Waiver and Expense Reimbursements2
                    (0.04)   
Net Expenses2
                    0.5 9   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year.

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual oper ating expenses of the Morgan Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.59% of its average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

Example

The example below is intended to help you compare the cost of investing in the Morgan Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Morgan Shares and your actual costs may be higher or lower.

    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cos t ($)
(with or without redemption)
                    60               197               347               782    
 

JPMORGAN MONEY MARKET FUNDS


17



JPMorgan
    U.S. Treasury Plus Money Market Fund
    
(formerly One Group® U.S. Treasury Securities Money Market Fund)

The Fund’s Objective

The Fund seeks current income with liquidity and stability of principal .

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests its assets exclusively in:

• 
  obligations of the U.S. Treasury, including Treasury bills, bonds and notes and other obligations issued or guaranteed by the U.S. Treasury

• 
  repurchase agreements fully collateralized by U.S. Treasury securities .

The debt securities described above carry different interest rates, maturities and issue dates. The interest on these securities is generally exempt from state and local income taxes.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within the se requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 9 0 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities and issue dates.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are .

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.   Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

JPMORGAN MONEY MARKET FUNDS


18



PROSPECTUS DECEMBER  

2005

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defen sive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


19



JPMorgan
    U.S. Treasury Plus Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Class B Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

The performance figures in the bar chart do not reflect any deduction for the contingent deferred sales charges, which are assessed on Class B Shares. If the load were reflected, the performance figures would have been lower. Performance figures in the table for Class B and Class C Shares reflect the deduction of the applicable contingent deferred sales load. Class B Shares convert to Morgan Shares after eight years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com . Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 4th quarter, 2000
                    1.26 %  
WORST QUARTER 2nd quarter, 2004
                    0.06 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

2
  Historical performance shown for Class B and Class C Shares prior to their inception on 11/12/96 and 5/31/00, respectively, is based on the performance of Investor Shares, the original class offered. All prior performance for these classes has been adjusted to reflect the differences in expenses and sales charges between classes.

JPMORGAN MONEY MARKET FUNDS


20



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%) 1

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Class B Shares 2
                    0.53              1.68              2.82   
Class C Shares 2
                    0.53              1.68              2.83   
 
1
  As of December 31, 2004, the Morgan Shares had not commenced operations. The performance for all three classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses.

2
  Historical performance shown for Class B and Class C Shares prior to their inception on 11/12/96 and 5/31/00, respectively, is based on the performance of Investor Shares, the original class offered. All prior performance for these classes has been adjusted to reflect the differences in expenses and sales charges between classes.

Investor Expenses for Morgan, Class B and Class C Shares

The expenses of the Morgan, Class B and Class C Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)




   
MORGAN SHARES
   
CLASS B SHARES
   
CLASS C SHARES
Maximum Sales Charge (Load)
when you buy shares, shown
as % of the offering price
                    NONE               NONE               NONE    
Maximum Deferred Sales
Charge (Load) shown as % of
lower of original purchase
price or redemption proceeds
                    NONE               5.00              1.00   
 

JPMORGAN MONEY MARKET FUNDS


21



JPMorgan
    U.S. Treasury Plus Money Market Fund

CONTINUED

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM MORGAN, CLASS B AND CLASS C ASSETS)




   
MORGAN SHARES
   
CLASS B SHARES
   
CLASS C SHARES
Management Fees
                    0.08              0.08              0.08   
Distribution (Rule 12b-1) Fees
                    0.10              0.75              0.75   
Shareholder Service Fees
                    0.35              0.25              0.25   
Other Expenses1
                    0.09              0.10              0.10   
Total Annual Operating Expenses
                    0.62              1.18              1.18   
Fee Waiver and Expense Reimbursements2
                    (0.03 )              (0.21 )              (0.21 )   
Net Expenses2
                    0.59              0.97              0.97   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year.

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual oper ating expenses of the Morgan, Class B and Class C Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.59%, 0.97% and 0.97%, respectively, of their aver age daily net assets from 2/19/05 through 12/31/06. In addi tion, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

Example

The example below is intended to help you compare the cost of investing in the Morgan, Class B and Class C Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Morgan, Class B and Class C Shares and your actual costs may be higher or lower.
    

IF YOU SELL YOUR SHARES YOUR COSTS WOULD BE:




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Morgan Shares($)
                    60               195               343               771    
Class B Shares*($)
                    599               652               827               1,255   
Class C Shares*($)
                    199               352               627               1,412   
 
    

IF YOU DON’T SELL YOUR SHARES YOUR COSTS WOULD BE:




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Morgan Shares($)
                    60               195               343               771    
Class B Shares($)
                    99               352               627               1,255   
Class C Shares($)
                    99               352               627               1,412   
 
*
  Assumes applicable deferred sales charge is deducted when shares are sold.

**
  Reflects conversion of Class B Shares to Morgan Shares after they have been owned for eight years.

JPMORGAN MONEY MARKET FUNDS


22



JPMorgan
    Federal Money Market Fund

The Fund’s Objective

The Fund aims to provide current income while still preserving capital and maintaining liquidity.

The Fund’s Main Investment Strategy

Under normal conditions , the Fund invests its assets exclusively in:

• 
  obligations of the U.S. Treasury, including Treasury bills, bonds and notes

• 
  debt securities that certain U.S. government agencies or instrumentalities have either issued or guaranteed as to principal and interest.

The interest on these securities is generally exempt from state and local income taxes.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within the se requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured by or guaranteed the FDIC, the Federal Reserve Board or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or inter est rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are .

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are pre paid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

JPMORGAN MONEY MARKET FUNDS


23



JPMorgan
    Federal Money Market Fund

CONTINUED

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.   Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defen sive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


24



PROSPECTUS DECEMBER  

2005

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Morgan Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com . Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1


BEST QUARTER 4th quarter, 2000
                    1.47 %  
WORST QUARTER 1st quarter, 2004
                    0.08 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

JPMORGAN MONEY MARKET FUNDS


25



JPMorgan
    Federal Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Morgan Shares
                    0.67              2.28              3.58   
 

Investor Expenses for Morgan Shares

The expenses of the Morgan Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM MORGAN ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    0.10   
Shareholder Service Fees
                    0.35   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waiver and Expense Reimbursements2
                         
Net Expenses2
                    0.59   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses have been restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s a dministrator and the d istributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Morgan Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.59% of its average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


26



PROSPECTUS DECEMBER  

2005

Example

The example below is intended to help you compare the cost of investing in the Morgan Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Morgan Shares and your actual costs may be higher or lower.

    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


27



JPMorgan
    100% U.S. Treasury Securities Money Market Fund

The Fund’s Objective

The Fund aims to provide the highest possible level of current income while still maintaining liquidity and providing maximum safety of principal.

The Fund’s Main Investment Strategy

The Fund invests its assets exclusively in obligations of the U.S. Treasury, including Treasury bills, bonds and notes.

These investments carry different interest rates, maturities and issue dates. The interest on these securities is generally exempt from state and local income taxes. The Fund does not buy securities issued or guaranteed by agencies of the U.S. government.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within the se requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 9 0 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund will only buy securities that present minimal credit risk.

The Fund may engage in securities lending in order to generate additional income. The Fund may loan up to 33-1/3% of its total assets, provided such loans are collateralized by securities issued by the U.S. Treasury or in other limited instances, by cash.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities and issue dates .

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or inter est rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are .

JPMORGAN MONEY MARKET FUNDS


28



PROSPECTUS DECEMBER  

2005

Securities Lending Risk.  The Fund may lend securities, which involves the risk that the loaned securities may not be returned if the borrower or the lending agent defaults. The risk of securities lending is reduced, how ever, by the following policies:

• 
  JPMIM maintains a list of approved borrowers, which it believes to present low credit risk;

• 
  The Fund receives collateral equal to at least 100% of the current value of the securities loaned plus accrued interest;

• 
  The lending agent indemnifies the Fund against bor rower default; and

• 
  Upon recall, the borrower must return the securities loaned within the normal settlement period.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.  Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defen sive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high-quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


29



JPMorgan
    100% U.S. Treasury Securities Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. 1 The bar chart shows how the performance of the Fund’s Morgan Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com . Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS 1 , 2


BEST QUARTER 4th quarter, 2000
                    1.46 %  
WORST QUARTER 4th quarter, 2003
                    0.10 %  
1st quarter, 2004
                         
2nd quarter, 2004
                         
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The performance for the period before Morgan Shares were launched on 5/3/96 is based on the performance of the Fund’s predecessor, the Hanover 100% Treasury Securities Money Market Fund.

2
  The Fund’s fiscal year end is 8/31.

JPMORGAN MONEY MARKET FUNDS


30



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Morgan Shares 1
                    0.69              2.26              3.51   
 
1
  The performance for the period before Morgan Shares were launched on 5/3/96 is based on the performance of the Fund’s predecessor, the Hanover 100% Treasury Securities Money Market Fund.

Investor Expenses for Morgan Shares

The expenses of the Morgan Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM MORGAN ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    0.10   
Shareholder Service Fees
                    0.35   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waivers and Expense Reimbursements2
                         
Net Expenses2
                    0.59   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses have been restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s a dministrator and the d istributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Morgan Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.59% of its average daily net assets from 2/19/05 through 12/31/06 . In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


31



JPMorgan
    100% U.S. Treasury Securities Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Morgan Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Morgan Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


32



JPMorgan
    Tax Free Money Market Fund

The Fund’s Objective

The Fund aims to provide the highest possible level of current income which is excluded from gross income, while still preserving capital and maintaining liquidity.

The Fund’s Main Investment Strategy

Under normal conditions , the Fund will try to invest its assets exclusively in municipal obligations, the interest on which is excluded from federal income taxes.

As a fundamental policy, the Fund will invest at least 80% of the value of its Assets in municipal obligations. For purposes of this policy, “Assets” means net assets, plus the amount of borrowings for investment purposes.

Municipal obligations are securities that:

• 
  are issued by or on behalf of states, territories and possessions of the United States, including the District of Columbia, and their respective authorities, agencies and other groups with authority to act for the municipalities; and

• 
  are short-term money market instruments such as private activity and industrial development bonds, tax anticipa tion notes, municipal lease obligations and participations in pools of municipal obligations.

The Fund will only purchase municipal obligations if the issuer receives assurances from legal counsel that the interest payable on the securities is exempt from federal income tax.

The remaining 20% of the Fund’s Assets may be invested in securities subject to federal income tax or the federal alternative minimum tax for individuals. The Fund may exceed this 20% limit for temporary defensive purposes.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within the se requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as deter mined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will :

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one orga nization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMIM, the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

JPMORGAN MONEY MARKET FUNDS


33



JPMorgan
    Tax Free Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are .

Municipal Obligations Risk.  Municipal obligations are subject to the following risks:

• 
  Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. A number of municipalities have had significant financial problems recently. This could decrease the Fund’s income or hurt the ability to preserve capital and liquidity.

• 
  Under some circumstances, municipal obligations might not pay interest unless the state legislature or municipality authorizes money for that purpose. Some securities, including municipal lease obliga tions, carry additional risks. For example, they may be difficult to trade or interest payments may be tied only to a specific stream of revenue.

• 
  Since some municipal obligations may be secured or guaranteed by banks or other financial institutions, the risk to the Fund could increase if the credit quality of the financial institution providing the backing declines or the banking or financial sector suffers an economic downturn. In addition, to the extent that the financial institu tions securing the municipal obligations are located outside the U.S., these securities could be riskier than those backed by U.S. institutions because of possible political, social or economic instability, higher transaction costs and possible delayed settlement.

Tax Risk.  The Fund may invest in securities whose interest is subject to federal income tax or the federal alternative minimum tax . Consult your tax professional for more information.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.  Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defen sive periods or to meet redemptions, it may not achieve its investment objective and may produce taxable income.
    

JPMORGAN MONEY MARKET FUNDS


34



PROSPECTUS DECEMBER  

2005

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance
• 
  are investing through a tax-deferred account, such as an IRA

JPMORGAN MONEY MARKET FUNDS


35



JPMorgan
    Tax Free Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Morgan Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com . Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1


BEST QUARTER 4th quarter, 2000
                    0.96 %  
WORST QUARTER 3rd quarter, 2003
                    0.09 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

JPMORGAN MONEY MARKET FUNDS


36



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Morgan Shares
                    0.66              1.63              2.31   
 

Investor Expenses for Morgan Shares

The expenses of the Morgan Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM MORGAN ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    0.10   
Shareholder Service Fees
                    0.35   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waivers and Expense Reimbursements2
                         
Net Expenses2
                    0.59   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses have been restated to reflect several new fee arrangements with fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s a dministrator and the d istributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Morgan Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.59% of its average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


37



JPMorgan
    Tax Free Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Morgan Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Morgan Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


38



JPMorgan
    Municipal Money Market Fund
    
(formerly One Group® Municipal Money Market Fund)

The Fund’s Objective

The Fund seeks as high a level of current interest income exempt from federal income tax as is consistent with liquidity and stability of principal.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests primarily in municipal obligations, the interest on which is excluded from federal income taxes. As a fundamental policy, the Fund will invest at least 80% of its net assets in such securities. For purposes of this second policy, the Fund’s net assets include borrowings by the Fund for investment purposes.

Municipal obligations are securities that:

• 
  are issued by or on behalf of states, territories and possessions of the United States, including the District of Columbia, and their respective authorities, agencies and other groups with authority to act for the municipalities; and

• 
  are short-term money market instruments such as private activity and industrial development bonds, tax anticipation notes, municipal lease obligations and participations in pools of municipal obligations.

The Fund will only purchase municipal obligations if the issuer receives assurances from legal counsel that the interest payable on the securities is exempt from federal income tax.

The Fund may invest up to all of its assets in municipal obligations that produce income subject to the federal alternative minimum tax .

Up to 20% of the Fund’s remaining assets may be invested in securities subject to federal income tax, such as taxable money market instruments or repurchase agreements.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within the se requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will :

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMIA, the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

JPMORGAN MONEY MARKET FUNDS


39



JPMorgan
    Municipal Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are .

Municipal Obligations Risk.  Municipal obligations are subject to the following risks:

• 
  Changes in a municipality’s financial health may make it dif ficult for the municipality to make interest and principal pay ments when due. A number of municipalities have had sig nificant financial problems recently. This could decrease the Fund’s income or hurt the ability to preserve capital and liquidity.

• 
  Under some circumstances, municipal obligations might not pay interest unless the state legislature or municipal ity authorizes money for that purpose. Some securities, including municipal lease obligations, carry additional risks. For example, they may be difficult to trade or inter est payments may be tied only to a specific stream of rev enue.

• 
  Since some municipal obligations may be secured or guaranteed by banks or other financial institutions, the risk to the Fund could increase if the credit quality of the financial institution providing the backing declines or the banking or financial sector suffers an economic downturn. In addition, to the extent that the financial institu tions securing the municipal obligations are located outside the U.S., these securities could be riskier than those backed by U.S. institutions because of possible political, social or economic instability, higher transaction costs and possible delayed settlement.

Tax Risk.  The Fund may invest in securities whose interest is subject to federal income tax or the federal alternative minimum tax . Consult your tax professional for more information.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.  Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defen sive periods or to meet redemptions, it may not achieve its investment objective and may produce taxable income.
    

JPMORGAN MONEY MARKET FUNDS


40



PROSPECTUS DECEMBER  

2005

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  are looking for income that is not taxable
• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
•  
  are investing for high income
• 
  require the added security of FDIC insurance
• 
  are investing through a tax-deferred account, such as an IRA

JPMORGAN MONEY MARKET FUNDS


41



JPMorgan
    Municipal Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Morgan Shares had not commenced operations as of December 31, 2004, t he bar chart shows how the performance of the Fund’s Premier Shares (formerly Class I Shares) has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com . Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 4th quarter, 2000
                    0.99 %  
WORST QUARTER 3rd quarter, 2003
                    0.13 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

2
  As of December 31, 2004, the Morgan Shares had not commenced operations. The performance shown is that of the Premier Shares whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have dif ferent expenses. During this period, the actual returns of Morgan Shares would have been lower than shown because Morgan Shares have higher expenses than Premier Shares.

JPMORGAN MONEY MARKET FUNDS


42



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Premie r Share s 1
                    0.84              1.76              2.49   
 
1
  As of December 31, 2004, the Morgan Shares had not commenced operations. The performance shown is that of the Premier Shares whose shares are not offered in this pro spectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses. During this period, the actual returns of Morgan Shares would have been lower than shown because Morgan Shares have higher expenses than Premier Shares.

Investor Expenses for Morgan Shares

The expenses of the Morgan Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM MORGAN ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    0.10   
Shareholder Service Fees
                    0.35   
Other Expenses1
                    0.10   
Total Annual Operating Expenses
                    0.63   
Fee Waivers and Expense Reimbursements2
                    (0.04 )
Net Expenses2
                    0.59   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Morgan Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred com pensation plan) exceed 0.59% of their average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


43



JPMorgan
    Municipal Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Morgan Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual return of the Morgan Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                    60               197               347               782    
 

JPMORGAN MONEY MARKET FUNDS


44



JPMorgan
    California Municipal Money Market Fund
    
(formerly JPMorgan California Tax Free Money Market Fund)

The Fund’s Objective

The Fund aims to provide the highest possible level of current income which is exempt from federal and California personal income taxes, while still preserving capital and maintaining liquidity.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests primarily in municipal obligations , the interest on which is excluded from gross income for federal income tax purposes, exempt from California personal income taxes and is not subject to the federal alternative minimum tax on individuals. As a fundamental policy, the Fund normally invests at least 80% of the value of its Assets in such securities. For purposes of this policy, “Assets” means net assets, plus the amount of borrowings for investment purposes.

Municipal obligations in which the Fund may invest are securities that:

• 
  are issued by the State of California, its political subdivisions, authorities, and agencies, as well as by Puerto Rico, other U.S. territories and their political subdivisions; and

• 
  are short-term money market instruments, such as private activity and industrial development bonds, tax anticipa tion notes, municipal lease obligations and participations in pools of municipal obligations.

The Fund will only purchase municipal obligations if the issuer receives assurances from legal counsel that the interest payable on the securities is exempt from federal income tax.

The remaining 20% of Assets may be invested in securities paying interest which is subject to federal and California personal income taxes or the federal alternative minimum tax for individuals. The Fund may exceed this limit for temporary defensive purposes. For example, when suitable municipal obligations are unavailable, the Fund may buy municipal obligations from other states. These would generally be subject to California personal income taxes.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within the se requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy only securities that present minimal credit risk. These securities will :

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMIM, the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

JPMORGAN MONEY MARKET FUNDS


45



JPMorgan
    California Municipal Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or inter est rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are .

Diversification Risk.  As a single state money market fund, the Fund is less diversified than other money market funds. This is because a single state fund is allowed by SEC rules to invest a significantly greater portion of its assets in one issuer. Because of these rules and the relatively small number of issuers of a particular state’s municipal securities, the Fund’s per formance is more affected by the success of one or a few issuers than is the performance of a more diversi fied fund.

Risk of California Obligations.  The Fund will be particularly susceptible to difficulties affecting California and its municipalities.

Municipal Obligations Risk.  Municipal obligations are subject to the following risks:

• 
  Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. A number of municipalities have had significant financial prob lems recently. This could decrease the Fund’s income or hurt the ability to preserve capital and liquidity.

• 
  Under some circumstances, municipal obligations might not pay interest unless the state legislature or municipality authorizes money for that pur pose. Some securities, including municipal lease obligations, carry additional risks. For example, they may be difficult to trade or interest payments may be tied only to a specific stream of revenue.

• 
  Since some municipal obligations may be secured or guaranteed by banks or other insti tutions, the risk to the Fund could increase if the credit quality of the financial institution providing the backing declines or the banking or financial sector suffers an economic downturn.

Tax Risk.  The Fund may invest in securities whose interest is subject to federal income tax, the federal alternative minimum tax or California personal income taxes. Consult your tax professional for more information.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Concentration Ris k.    The Fund may invest more than 25% of its total assets in securities which rely on similar projects for their income stream. As a result, the Fund could be more susceptible to developments which affect those projects.

Risk Associated with the Fund Holding Cash.   Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during tempo

JPMORGAN MONEY MARKET FUNDS


46



PROSPECTUS DECEMBER  

2005


rary defen sive periods or to meet redemptions, it may not achieve its investment objective and may produce taxable income.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  are looking for income that is not taxable by the United States or by the State of California
• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
•  
  are investing for high income
• 
  require the added security of FDIC insurance
• 
  are investing through a tax-deferred account, such as an IRA

JPMORGAN MONEY MARKET FUNDS


47



JPMorgan
    California Municipal Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Morgan Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com . Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1


BEST QUARTER 2nd quarter, 1995
                    0.88 %  
WORST QUARTER 3rd quarter, 2003
                    0.11 %  
1st quarter, 2004
                         
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

JPMORGAN MONEY MARKET FUNDS


48



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Morgan Shares
                    0.69              1.49              2.23   
 

Investor Expenses for Morgan Shares

The expenses of the Morgan Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM MORGAN ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    0.10   
Shareholder Service Fees
                    0.35   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waivers and Expense Reimbursements2
                         
Net Expenses2
                    0.55   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses have been restated to reflect several new fee arrangements with fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s a dministrator and the d istributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Morgan Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.55% of its average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


49



JPMorgan
    California Municipal Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Morgan Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual return of the Morgan Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


50



JPMorgan
    Michigan Municipal Money Market Fund
    
(formerly One Group® Michigan Municipal Money Market Fund)

The Fund’s Objective

The Fund seeks as high a level of current interest income exempt from federal income tax and Michigan personal income tax as is consistent with capital preservation and stability of principal.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests prima rily in municipal obligations, the income from which is exempt from both federal income tax and Michigan personal income tax. As a fundamental policy, the Fund will invest at least 80% of its total assets in such securities. Municipal obligations in which the Fund may invest are securities that:

• 
  are issued by the State of Michigan, its political subdivisions, authorities, and agencies, as well as by Puerto Rico, other U.S. territories and their political subdivisions; and

• 
  are short-term money market instruments, such as private activity and industrial development bonds, tax anticipation notes, municipal lease obligations and participations in pools of municipal obligations.

The Fund will only purchase municipal obligations if the issuer receives assurances from legal counsel that the interest payable on the securities is exempt from federal income tax and Michigan personal income tax.

The Fund may invest up to all of its assets in municipal obligations that produce income subject to the federal alternative minimum tax .

Up to 20% of the Fund’s remaining assets may be invested in non-Michigan municipal obligations, which may produce interest exempt only from federal income tax, or in securities subject to federal income tax, such as taxable money market instruments or repurchase agreements. For temporary defensive purposes, the Fund has the ability to invest up to all of its assets in non-Michigan municipal obligations that produce income that may be subject to the federal alternative minimum tax.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within the se requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will :

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMIA, the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.
    

JPMORGAN MONEY MARKET FUNDS


51



JPMorgan
    Michigan Municipal Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are .

Risk of Michigan Obligations.  The Fund will be particularly susceptible to difficulties affecting Michigan and its municipalities.

Municipal Obligations Risk.  Municipal obligations are subject to the following risks:

• 
  Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. A number of municipalities have had significant financial problems recently. This could decrease the Fund’s income or hurt the ability to preserve capital and liquidity.

• 
  Under some circumstances, municipal obligations might not pay interest unless the state legislature or municipality authorizes money for that purpose. Some securities, including municipal lease obliga tions, carry additional risks. For example, they may be difficult to trade or interest payments may be tied only to a specific stream of revenue.

• 
  Since some municipal obligations may be secured or guaranteed by banks or other financial institutions, the risk to the Fund could increase if the credit quality of the financial institution providing the backing declines or the banking or financial sector suffers an economic downturn. In addition, to the extent that the financial institu tions securing the municipal obligations are located outside the U.S., these securities could be riskier than those backed by U.S. institutions because of possible political, social or economic instability, higher transaction costs and possible delayed settlement.

Diversification Risk.  As a single state money market fund, the Fund is less diversified than other money market funds. This is because a single state fund is allowed by SEC rules to invest a significantly greater portion of its assets in one issuer. Because of these rules and the relatively small number of issuers of a particular state’s municipal securities, the Fund’s per formance is more affected by the success of one or a few issuers than is the performance of a more diversified fund.

Tax Risk.  The Fund may invest in securities whose interest is subject to federal income tax, the federal alternative minimum tax or Michigan personal income taxes. Consult your tax professional for more information.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.   Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

JPMORGAN MONEY MARKET FUNDS


52



PROSPECTUS DECEMBER  

2005

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defen sive periods or to meet redemptions, it may not achieve its investment objective and may produce taxable income.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  are looking for income that is not taxable by the United States or by the State of Michigan
• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
•  
  are investing for high income
• 
  require the added security of FDIC insurance
• 
  are investing through a tax-deferred account, such as an IRA

JPMORGAN MONEY MARKET FUNDS


53



JPMorgan
    Michigan Municipal Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Morgan Shares had not commenced operations as of December 31, 2004, t he bar chart shows how the performance of the Fund’s Premier Shares (formerly Class I Shares) has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com . Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 4th quarter, 2000
                    0.98 %  
WORST QUARTER 3rd quarter, 2003
                    0.12 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

2
  As of December 31, 2004, the Morgan Shares had not commenced operations. The performance shown is that of the Premier Shares whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have dif ferent expenses. During this period, the actual returns of Morgan Shares would have been lower than shown because Morgan Shares have higher expenses than Premier Shares. Performance data includes the performance of the Pegasus Michigan Municipal Money Market Fund for the period before it was consolidated with the Fund on March 22, 1999.

JPMORGAN MONEY MARKET FUNDS


54



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Premie r Share s 1
                    0.79              1.71              2.40   
 
1
  As of December 31, 2004, the Morgan Shares had not commenced operations. The performance shown is that of the Premier Shares whose shares are not offered in this pro spectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses. During this period, the actual returns of Morgan Shares would have been lower than shown because Morgan Shares have higher expenses than Premier Shares. Performance data includes the performance of the Pegasus Michigan Municipal Money Market Fund for the period before it was consolidated with the Fund on March 22, 1999.

Investor Expenses for Morgan Shares

The expenses of the Morgan Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM MORGAN ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    0.10   
Shareholder Service Fees
                    0.35   
Other Expenses1
                    0.17   
Total Annual Operating Expenses
                    0.70   
Fee Waivers and Expense Reimbursements2
                    (0.11 )
Net Expenses2
                    0.59   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual oper ating expenses of the Morgan Shares (exclud ing interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.59% of their average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service pro viders may voluntarily waive or reimburse cer tain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


55



JPMorgan
    Michigan Municipal Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Morgan Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual return of the Morgan Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                    60               212               378               859    
 

JPMORGAN MONEY MARKET FUNDS


56



JPMorgan
    New York Municipal Money Market Fund
    
(formerly JPMorgan New York Tax Free Money Market Fund)

The Fund’s Objective

The Fund aims to provide the highest possible level of current income which is excluded from gross income and exempt from New York State and New York City personal income taxes, while still preserving capital and maintaining liquidity.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests prima rily in municipal obligations, the interest on which is excluded from gross income for federal income tax purposes, exempt from New York State and New York City personal income taxes and is not subject to the federal alternative minimum tax . As a fundamental policy, the Fund normally invests at least 80% of the value of its Assets in in such securities. For purposes of this policy, “Assets” means net assets, plus the amount of borrowings for investment purposes.

Municipal obligations in which the Fund may invest are securities that:

• 
  are issued by the State of New York, its political subdivisions, authorities, and agencies, as well as by Puerto Rico, other U.S. territories and their political subdivisions

• 
  are short-term money market instruments such as private activity and industrial development bonds, tax anticipa tion notes, municipal lease obligations and participations in pools of municipal obligations.

The Fund will only purchase municipal obligations if the issuer receives assurances from legal counsel that the interest payable on the securities is exempt from federal income tax.

The remaining 20% of Assets may be invested in securities paying interest which is subject to federal income tax , New York State and New York City personal income taxes or the federal alternative minimum tax . The Fund may exceed this limit for temporary defensive purposes. For example, when suitable municipal obligations are unavailable, the Fund may buy municipal obligations from other states. These would generally be subject to New York State and New York City personal income taxes.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within the se requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will :

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMIM, the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

JPMORGAN MONEY MARKET FUNDS


57



JPMorgan
    New York Municipal Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or inter est rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fu nd is generally less sensitive to interest rate changes than longer-term securities are .

Risk of New York Obligations.  The Fund will be particularly susceptible to difficulties affecting New York State and its municipalities.

Municipal Obligations Risk.  Municipal obligations are subject to the following risks:

• 
  Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. A number of municipalities have had significant financial problems recently. This could decrease the Fund’s income or hurt the ability to preserve capital and liquidity.

• 
  Under some circumstances, municipal obligations might not pay interest unless the state legislature or municipality authorizes money for that purpose. Some securities, including municipal lease obliga tions, carry additional risks. For example, they may be difficult to trade or interest payments may be tied only to a specific stream of revenue.

• 
  Since some municipal obligations may be secured or guaranteed by banks or other financial institutions, the risk to the Fund could increase if the credit quality of the financial institution providing the backing declines or the banking or financial sector suffers an economic downturn. In addition, to the extent that the financial institu tions securing the municipal obligations are located outside the U.S., these securities could be riskier than those backed by U.S. institutions because of possible political, social or economic instability, higher transaction costs and possible delayed settlement.

Diversification Risk.  As a single state money market fund, the Fund is less diversified than other money market funds. This is because a single state fund is allowed by SEC rules to invest a significantly greater portion of its assets in one issuer. Because of these rules and the relatively small number of issuers of a particular state’s municipal securities, the Fund’s per formance is more affected by the success of one or a few issuers than is the performance of a more diversified fund.

Tax Risk.  The Fund may invest in securities whose interest is subject to federal income tax, the federal alternative minimum tax or New York State or New York City personal income taxes. Consult your tax professional for more information.

Concentration Risk.  The Fund may invest more than 25% of its total assets in securities which rely on simi lar projects for their income stream. As a result, the Fund could be more susceptible to developments which affect those projects.

JPMORGAN MONEY MARKET FUNDS


58



PROSPECTUS DECEMBER  

2005

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis .

Risk Associated with the Fund Holding Cash.  Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defen sive periods or to meet redemptions, it may not achieve its investment objective and may produce taxable income.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  are looking for income that is not taxable by the United States, by the State of New York and by New York City
• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance
• 
  are investing through a tax-deferred account, such as an IRA

JPMORGAN MONEY MARKET FUNDS


59



JPMorgan
    New York Municipal Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Morgan Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com . Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1


BEST QUARTER 4th quarter, 2000
                    0.94 %  
WORST QUARTER 3rd quarter, 2003
                    0.09 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

JPMORGAN MONEY MARKET FUNDS


60



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDING DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Morgan Shares
                    0.66              1.59              2.25   
 

Investor Expenses for Morgan Shares

The expenses of the Morgan Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM MORGAN ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    0.10   
Shareholder Service Fees
                    0.35   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waiver and Expense Reimbursements2
                         
Net Expenses2
                    0.59   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses have been restated to reflect several new fee arrangements with fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s a dministrator and the d istributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Morgan Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.59% of its average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


61



JPMorgan
    New York Municipal Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Morgan Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Morgan Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


62



JPMorgan
    Ohio Municipal Money Market Fund
    
(formerly One Group® Ohio Municipal Money Market Fund)

The Fund’s Objective

The Fund seeks as high a level of current interest income exempt from federal income tax and Ohio personal income tax as is consistent with capital preservation and stability of prin cipal.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests prima rily in municipal obligations, the income from which is exempt from both federal income tax and Ohio personal income tax. As a fundamental policy, the Fund will invest at least 80% of its total assets in such securities. Municipal obligations in which the Fund may invest are securities that:

• 
  are issued by the State of Ohio, its political subdivisions, authorities, and agencies, as well as by Puerto Rico, other U.S. territories and their political subdivisions

• 
  are short-term money market instruments, such as private activity and industrial development bonds, tax anticipation notes, municipal lease obligations and participations in pools of municipal obligations.

The Fund will only purchase municipal obligations if the issuer receives assurances from legal counsel that the interest payable on the securities is exempt from federal income tax and Ohio personal income tax.

The Fund may invest up to all of its assets in municipal obligations that produce income subject to the federal alternative minimum tax .

Up to 20% of the Fund’s remaining assets may be invested in non-Ohio municipal obligations, which may produce interest exempt only from federal income tax, or in securities subject to federal income tax, such as taxable money market instruments or repurchase agreements. For temporary defensive purposes, the Fund has the ability to invest up to all of its assets in non- Ohio municipal obligations that produce income that may be subject to the federal alternative minimum tax.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will :

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMIA, the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.
    

JPMORGAN MONEY MARKET FUNDS


63



JPMorgan
    Ohio Municipal Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are .

Risk of Ohio Obligations.  The Fund will be particu larly susceptible to difficulties affecting Ohio and its municipalities.

Municipal Obligations Risk.  Municipal obligations are subject to the following risks:

• 
  Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. A number of municipalities have had significant financial problems recently. This could decrease the Fund’s income or hurt the ability to preserve capital and liquidity.

• 
  Under some circumstances, municipal obligations might not pay interest unless the state legislature or municipality authorizes money for that purpose. Some securities, including municipal lease obliga tions, carry additional risks. For example, they may be difficult to trade or interest payments may be tied only to a specific stream of revenue.

• 
  Since some municipal obligations may be secured or guaranteed by banks or other financial institutions, the risk to the Fund could increase if the credit quality of the financial institution providing the backing declines or the banking or financial sector suffers an economic downturn. In addition, to the extent that the financial institu tions securing the municipal obligations are located outside the U.S., these securities could be riskier than those backed by U.S. institutions because of possible political, social or economic instability, higher transaction costs and possible delayed settlement.

Diversification Risk.  As a single state money market fund, the Fund is less diversified than other money market funds. This is because a single state fund is allowed by SEC rules to invest a significantly greater portion of its assets in one issuer. Because of these rules and the relatively small number of issuers of a particular state’s municipal securities, the Fund’s per formance is more affected by the success of one or a few issuers than is the performance of a more diversified fund.

Tax Risk.  The Fund may invest in securities whose interest is subject to federal income tax, the federal alternative minimum tax or Ohio per sonal income taxes. Consult your tax professional for more information.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.  Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

JPMORGAN MONEY MARKET FUNDS


64



PROSPECTUS DECEMBER  

2005

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defen sive periods or to meet redemptions, it may not achieve its investment objective and may produce taxable income.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  are looking for income that is not taxable by the United States or by the State of Ohio
• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
•  
  are investing for high income
• 
  require the added security of FDIC insurance
• 
  are investing through a tax-deferred account, such as an IRA

JPMORGAN MONEY MARKET FUNDS


65



JPMorgan
    Ohio Municipal Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Morgan Shares had not commenced operations as of December 31, 2004, t he bar chart shows how the performance of the Fund’s Premier Shares (formerly Class I Shares) has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com . Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 4th quarter, 2000
                    0.97 %  
WORST QUARTER 2nd quarter, 2004
                    0.11 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

2
  As of December 31, 2004, the Morgan Shares had not commenced operations. The performance shown is that of the Premier Shares whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have dif ferent expenses. During this period, the actual returns of Morgan Shares would have been lower than shown because Morgan Shares have higher expenses than Premier Shares.

JPMORGAN MONEY MARKET FUNDS


66



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Premie r Share s 1
                    0.80              1.71              2.46   
 
1
  As of December 31, 2004, the Morgan Shares had not commenced operations. The performance shown is that of the Premier Shares whose shares are not offered in this pro spectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses. During this period, the actual returns of Morgan Shares would have been lower than shown because Morgan Shares have higher expenses than Premier Shares.

Investor Expenses for Morgan Shares

The expenses of the Morgan Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM MORGAN ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    0.10   
Shareholder Service Fees
                    0.35   
Other Expenses1
                    0.19   
Total Annual Operating Expenses
                    0.72   
Fee Waivers and Expense Reimbursements2
                    (0.13)   
Net Expenses2
                    0.59   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reim burse the Fund to the extent total annual oper ating expenses of the Morgan Shares (exclud ing interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.59% of their average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service pro viders may voluntarily waive or reimburse cer tain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


67



JPMorgan
    Ohio Municipal Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Morgan Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual return of the Morgan Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                    60               216               387               881    
 

JPMORGAN MONEY MARKET FUNDS


68



The Funds’ Management and Administration

The following Funds are series of JPMorgan Trust I (JPMT I) , a Delaware statutory trust:

• 
  Prime Money Market Fund

• 
  Federal Money Market Fund

• 
  100% U.S. Treasury Securities Money Market Fund

• 
  Tax Free Money Market Fund

• 
  California Municipal Money Market Fund

• 
  New York Municipal Money Market Fund

Collectively, these are the JPMTI Funds.

The following Funds are series of JPMorgan Trust II (JPMT II) , a Delaware statutory trust:

• 
  Liquid Assets Money Market Fund

• 
  U.S. Government Money Market Fund

• 
  U.S. Treasury Plus Money Market Fund

• 
  Municipal Money Market Fund

• 
  Michigan Municipal Money Market Fund

• 
  Ohio Municipal Money Market Fund

Collectively these are the JPMTII Funds.

The trustees of each trust are responsible for overseeing all business activities.

Each of the Funds operates in a multiple class structure. A multiple class fund is an open-end investment company that issues two or more classes of shares representing interests in the same investment portfolio.

Each class in a multiple class fund can set its own transaction minimums and may vary with respect to expenses for distribution, administration and shareholder services. This means that one class could offer access to a Fund on different terms, and thus would experience different performance, than another class. Certain classes may be more appropriate for a particular investor.

Each Fund may also issue other classes of shares that have different expense levels and performance and different requirements for who may invest. Call 1-800-480-4111 to obtain more information concerning all of the Funds’ other share classes. A Financial Intermediary (as described below) who receives compensation for selling Fund shares may receive a different amount of compensation for sales of different classes of shares.

The Funds’ Investment Adviser s

JPMIM and JPMIA each act as investment adviser to several of the Funds and each makes day-to-day investment decisions for the Funds, which it advises. JPMIM is the investment adviser to the JPMTI Funds, and JPMIA (formerly known as Banc One Investment Advisors Corporation) is the investment adviser to the JPMTII Funds.

JPMIM is a wholly-owned subsidiary of J.P. Morgan Fleming Asset Management Holdings, Inc., which is a wholly-owned subsidiary of JPMorgan Chase & Co. (JPMorgan Chase), a bank holding company. JPMIA is an indirect, wholly-owned subsidiary of JPMorgan Chase.

During the most recent fiscal year ended 8/31/0 5 , JPMIM was paid management fees (net of waivers, if any), as shown below, as a percentage of average daily net assets:

FUND
 
         %
 
Prime Money Market Fund
              
 
Federal Money Market Fund
              
 
100% U.S. Treasury Securities Money Market Fund
              
 
Tax Free Money Market Fund
              
 
California Municipal Money Market Fund
              
 
New York Municipal Money Market Fund
              
 
 

JPMORGAN MONEY MARKET FUNDS


69



The Funds’ Management and Administration

CONTINUED

During the most recent fiscal year ended 6/30/05, JPMIA was paid management fees (net of waivers, if any), as shown below, as a percentage of average daily net assets:

FUND

 
         %
 
Liquid Assets Money Market Fund
              
0.16
U.S. Government Money Market Fund
              
0.06
U.S. Treasury Plus Money Market Fund
              
0.14
Municipal Money Market Fund
              
0.20
Michigan Municipal Money Market Fund
              
0.20
Ohio Municipal Money Market Fund
              
0.19
 

Effective 2/19/05, the management fees for all the Funds was 0.08%.

A discussion of the bas i s the Board of Trustees of JPMTI used in reapproving the investment advisory for the JPMTI Funds is available in the annual report for the year ended August 31, 2005. A discussion for the JPMTII Funds is available in the SAI for those Funds.

The Funds’ Administrator

JPMorgan Funds Management, Inc. (the Administrator) provides administrative services and oversees each Fund’s other service providers. The Administrator receives a pro-rata portion of the following annual fee on behalf of each Fund for administrative services: 0.10% of the first $100 billion of average daily net assets of all money market funds in the JPMorgan Funds Complex and 0.05% of average daily net assets over $100 billion.

The Funds’ Shareholder Servicing Agent

The Trust, on behalf of the Funds, has entered into a shareholder servicing agreement with JPMorgan Distribution Services, Inc. (JPMDS) under which JPMDS has agreed to provide certain support services to the Funds’ shareholders. For performing these services, JPMDS, as shareholder servicing agent, receives an annual fee of 0.35% of the average daily net assets of Morgan Shares of each Fund and 0.25% of the average daily net assets of the Class B and Class C Shares . JPMDS may enter into service agreements with Financial Intermediaries under which it will pay all or a portion of the annual fees described above to such entities for performing shareholder and administrative services. The amount payable for “service fees” (as defined by the NASD) does not exceed 0.25% of the average annual net assets attributable to the Morgan Shares of each Fund.

The Funds’ Distributor

JPMDS (the Distributor) is the distributor for the Funds. The Distributor is an affiliate of JPMIM , JPMIA and the Administrator.

With the exception of Prime Money Market Fund, all of the Funds have adopted a Rule 12b-1 distribution plan under which they pay annual distribution fees of up to 0.10% of the average daily net assets attributable to Morgan Shares. The Prime Money Market Fund , Liquid Assets Money Market Fund and U.S. Treasury Plus Money Market Fund have adopted a Rule 12b-1 distribution plan under which it pays annual distribution fees of up to 0.75% of the average daily net assets attributable to Class B and Class C Shares.

Rule 12b-1 fees are paid by the Funds to the Distributor as compensation for its services and expenses in connection with the sale and distribution of Fund shares. The Distributor in turn pays all or part of these Rule 12b-1 fees to Financial Intermediaries that have agreements with the Distributor to sell shares of the Funds. The Distributor may pay Rule 12b-1 fees to its affiliates. Payments are not tied to the amount of actual expenses incurred.

Because Rule 12b-1 expenses are paid out of a Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than other types of sales charges.

JPMORGAN MONEY MARKET FUNDS


70



PROSPECTUS DECEMBER  

2005

Additional Compensation to Financial Intermediaries

JPMIM, JPMIA, JPMDS and, from time to time, other affiliates of JPMorgan Chase may, at their own expense and out of their own legitimate profits, provide additional cash payments to Financial Intermediaries who sell shares of the JPMorgan Funds. For this purpose, Financial Intermediaries include financial advisors, investment advisers, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others, including various affiliates of JPMorgan Chase, that have entered into agreements with the Distributor. These additional cash payments are payments over and above the sales charges, Rule 12b-1 fees and shareholder servicing fees which are disclosed elsewhere in this prospectus. These additional cash payments are generally made to Financial Intermediaries that provide shareholder or administrative services or marketing support. Marketing support may include access to sales meetings, sales representatives and Financial Intermediary management representatives, inclusion of the JPMorgan Funds on a sales list, including a preferred or select sales list, or other sales programs. These additional cash payments also may be made as an expense reimbursement in cases where the Financial Intermediary provides shareholder services to JPMorgan Fund shareholders. JPMIM , JPMIA and JPMDS may also pay cash compensation in the form of finders’ fees that vary depending on the JPMorgan Fund and the dollar amount of shares sold. In addition, JPMDS may, on occasion, pay Financial Intermediaries the entire front-end sales charge applicable to the JPMorgan Fund shares sold by the Financial Intermediary or an additional commission on the sale of JPMorgan Fund shares subject to a CDSC.

JPMORGAN MONEY MARKET FUNDS


71



How Your Account Works

BUYING FUND SHARES

You do not pay any sales charge (sometimes called a load) when you buy Morgan Shares of these Funds. Unlike the other money market funds in the prospectus, the Prime Money Market Fund , Liquid Assets Money Market Fund and U.S. Treasury Plus Money Market Fund also offer two additional classes of shares: Class B and Class C Shares. You do not pay any front-end sales charge when you buy Class B or Class C Shares of these three Funds . You may have to pay a contingent deferred sales charge (CDSC) when you sell Class B or Class C Shares of these three Funds depending on how long you have held them.

Different sales charges are associated with the Class B and Class C Shares of the Prime Money Market Fund , Liquid Assets Money Market Fund and U.S. Treasury Plus Money Market Fund :

• 
  If you hold Class B Shares, you may be required to pay a CDSC when you sell your shares, depending on the length of your investment in the particular shares.

• 
  If you hold Class C Shares, you may be required to pay a CDSC if you hold the shares for less than one year.

For more information about Class B and Class C Shares see “Distribution Arrangements.”

The price you pay for your shares is the net asset value (NAV) per share of the class. NAV is the value of everything a class of a Fund owns, minus everything the class owes, divided by the number of shares of that class held by investors. The Funds seek to maintain a stable NAV per share of $1.00. Each Fund uses the amortized cost method to value its portfolio of securities. This method provides more stability in valuations. However, it may also result in periods during which the stated value of a security is different than the price the Fund would receive if it sold the investment.

The NAV of each class of shares is generally calculated as of the cut-off time each day the Funds are accepting orders. You will pay the next NAV per share calculated after JPMorgan Funds Services accepts your order.

Morgan Shares, Class B and Class C Shares may be purchased by the general public. You may purchase Fund shares through your Financial Intermediary. Financial Intermediaries may include financial advisors, investment advisers, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others, including various affiliates of JPMorgan Chase, that have entered into agreements with JPMDS as Distributor and/or shareholder servicing agent. Shares purchased this way will typically be held for you by the Financial Intermediary. You may also purchase Morgan, Class B and Class C Shares directly from JPMorgan Funds Services.

Shares are available on any business day that the Federal Reserve Bank of New York (Federal Reserve) and the New York Stock Exchange (NYSE) are open, except the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day.

The Funds may close earlier a few days each year when the Bond Market Association recommends that the securities markets close trading early.

On occasion, the NYSE closes before 4:00 p.m. Eastern Time (ET). When the NYSE closes before a Fund’s cut-off time, purchase orders accepted by the Fund after the NYSE closes will be effective the following business day. Each Fund, however, may elect to remain open following an early close of the NYSE or to open on days when the Federal Reserve is open and the NYSE is closed. If your purchase order is accepted by the Fund before the Fund’s close on a day when the NYSE closes early but the Fund remains open, or on a day when the Fund is open but the NYSE is not, it will be effective the same business day. Purchase orders accepted after a Fund closes will be effective the following business day.

If the Fund accepts your order by the Fund’s cut-off time listed below, we will process your purchase order at that day’s price and you will be entitled to all dividends declared on that day. If the Fund

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accepts your purchase order after the cut-off time, we will process it at the next day’s price.

Share ownership is electronically recorded, therefore no certificates will be issued.

If a Financial Intermediary holds your shares, it is the responsibility of the Financial Intermediary to send your purchase order to the Fund. Your Financial Intermediary may have an earlier cut-off time for purchase orders.

In addition, your Financial Intermediary may be closed at times when the Fund is open (for example, when the NYSE is closed and the Fund elects to remain open).

Normally, the cut-off time for each Fund is:

Prime Money Market Fund
              
5:00 P.M. ET
Liquid Assets Money Market Fund
              
5:00 P.M. ET
U.S. Government Money Market Fund
              
5:00 P.M. ET
U.S. Treasury Plus Money Market Fund
              
5:00 P.M. ET
Federal Money Market Fund
              
2:00 P.M. ET
100% U.S. Treasury Securities Money Market Fund
              
2:00 P.M. ET
Tax Free Money Market Fund
              
NOON ET
Municipal Money Market Fund
              
NOON ET
California Municipal Money Market Fund
              
NOON ET
Michigan Municipal Money Market Fund
              
NOON ET
New York Municipal Money Market Fund
              
NOON ET
Ohio Municipal Money Market Fund
              
NOON ET
 

The Fund must receive “federal funds” before the Fund’s cut-off time shown above (unless the Fund closes early, in which case federal funds must be received by the Fund’s close). If the Fund does not receive federal funds by its cut-off time, your order may not be effective until the next business day on which federal funds are timely received by the Fund. If you pay by check before the cut-off time, we will generally process your order the next business day the Fund is open for business.

The Funds have the right to refuse any purchase order or to stop offering shares for sale at any time.

TO OPEN AN ACCOUNT, BUY OR SELL SHARES OR GET FUND INFORMATION, CALL:
JPMORGAN FUNDS SERVICES
              
 
1-800-480-4111
              
 
 

Minimum Investments

Morgan, Class B and Class C Shares are subject to a $1,000 minimum investment requirement per Fund. Subsequent investments must be at least $25 per F und . A lower minimum may be available under the Systematic Investment Plan.

You should purchase no more than $99,999 of Class B Shares. If you have already purchased more than $99,999 of Class B Shares, you and your Financial Intermediary should carefully consider whether additional Class B Shares are a suitable investment.

Investment minimums may be waived for certain types of retirement accounts (e.g., 401(k), 403(b) and SIMPLE IRA) as well as for certain wrap fee accounts. The Funds reserve the right to waive any initial or subsequent investment minimum. For further information on investment minimum waivers, call 1-800-480-4111.

General

The JPMorgan money market funds (including the Funds in this prospectus) are intended for short-term investment horizons, and do not monitor for market timers or prohibit short-term trading activity. Although these Funds are managed in a manner that is consistent with their investment objectives, frequent trading by shareholders may disrupt their management and increase their expenses.

Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. When you open an account, we will ask for your name, residential or business street address, date of birth (for an individual) and other information that will allow us to identify you, including your social security number, tax identification number or other identifying number. The Funds cannot waive these requirements. The Funds are required by law to

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reject your Account Application if the required identifying information is not provided.

We will attempt to collect any missing information required on the Account Application by contacting either you or your Financial Intermediary. If we cannot obtain this information within the established time frame, your Account Application will be rejected. Amounts received prior to receipt of the required information will be held uninvested and will be returned to you without interest if your Account Application is rejected. If the required information is obtained, your investment will be accepted and you will pay the NAV per share next calculated after all of the required information is received .

Once we have received all of the required information, federal law requires us to verify your identity. After an account is opened, we may restrict your ability to purchase additional shares until your identity is verified. If we are unable to verify your identity within a reasonable time, the Funds reserve the right to close your account at the current day’s NAV per share. If your account is closed for this reason, your shares will be redeemed at the NAV per share next calculated after the account is closed, less any applicable CDSC.

Send the completed Account Application and a check to:

JPMorgan Funds Services
P.O. Box 8528
Boston, MA 02266-8528

All checks must be in U.S. dollars. The Funds do not accept credit cards, cash, starter checks, money orders or credit card checks. The Funds reserve the right to refuse “third-party” checks and checks drawn on non-U.S. financial institutions even if payment may be effected through a U.S. financial institution. Checks made payable to any individual or company and endorsed to JPMorgan Funds or a Fund are considered third-party checks. The redemption of shares purchased through JPMorgan Funds Services by check or an Automated Clearing House (ACH) transaction is subject to certain limitations. See “Selling Fund Shares.”

All checks must be made payable to one of the following:

• 
  JPMorgan Funds; or

• 
  The specific Fund in which you are investing.

Your purchase may be canceled if your check does not clear and you will be responsible for any expenses and losses to the Funds.

If you choose to pay by wire, please call 1-800-480-4111 to notify the Funds of your purchase and authorize your financial institution to wire funds to:

JPMORGAN CHASE BANK, N.A.
ATTN: JPMORGAN FUNDS SERVICES
ABA 021 000 021
DDA 323125832
FBO YOUR JPMORGAN FUND
    (EX: JPMORGAN ABC FUND-MORGAN)
YOUR FUND NUMBER & ACCOUNT NUMBER
    (EX: FUND 123-ACCOUNT 123456789)
YOUR ACCOUNT REGISTRATION
    (EX: JOHN SMITH & MARY SMITH, JTWROS)

Orders by wire may be canceled if JPMorgan Funds Services does not receive payment by the Fund’s cut-off time on the day that you placed your order. You will be responsible for any expenses and losses to the Funds.

You can buy shares in one of three ways:

Through Your Financial Intermediary

Tell your Financial Intermediary which Funds you want to buy and they will contact us. Your Financial Intermediary may charge you a fee and may offer additional services, such as special purchase and redemption programs, “sweep” programs, cash advances and redemption checks. Some Financial Intermediaries charge a single fee that covers all services.

The Fund must accept your order from your Financial Intermediary by the Fund’s cut-off time in order for us to process your purchase order at that day’s price. Your Financial Intermediary may impose different minimum investments and earlier cut-off times.

Your Financial Intermediary may be paid by JPMDS to assist you in establishing your account, execut

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ing transactions and monitoring your investment. Financial Intermediaries may provide the following services in connection with their customers’ investments in the Funds:

• 
  Acting directly or through an agent, as the sole shareholder of record

• 
  Maintaining account records for customers

• 
  Processing orders to purchase, redeem or exchange shares for customers

• 
  Responding to inquiries from shareholders

• 
  Assisting customers with investment procedures.

Through JPMorgan Funds Services

Call 1-800-480-4111
Or
Complete the Account Application and mail it along with a check for the amount you want to invest to:

JPMorgan Funds Services
P.O. Box 8528
Boston, MA 02266-8528

JPMorgan Funds Services will accept your order when federal funds, a wire, a check or ACH transaction is received together with a completed Account Application or other instructions in proper form.

If you purchase shares through a Financial Intermediary, you may be required to complete additional forms or follow additional procedures. You should contact your Financial Intermediary regarding purchases, exchanges and redemptions.

Through a Systematic Investment Plan

You may purchase additional Morgan, Class B or Class C Shares by making automatic periodic investments from your bank account. You may choose to make an initial investment of an amount less than the required minimum of $1,000 per Fund as long as your initial investment is at least $100 and you agree to make regular monthly investments of at least $100. To establish a Systematic Investment Plan:

• 
  Select the “Systematic Investment Plan” option on the Account Application.

• 
  Provide the necessary information about the bank account from which your investments will be made.

The Funds currently do not charge for this service, but may impose a charge in the future. However, your bank may impose a charge for debiting your bank account.

You may revoke your election to make systematic investments by calling 1-800-480-4111 or by sending a letter to:

JPMorgan Funds Services
P.O. Box 8528
Boston, MA 02266-8528

SELLING FUND SHARES

You can sell your shares on any day that the Funds are accepting purchase orders. You will receive the next NAV per share calculated after the Fund accepts your order, less any applicable sales charges.

We will need the names of the registered shareholders, your account number and other information before we can sell your shares.

Under normal circumstances, if a Fund accepts your order before the Fund’s cut-off time, the Fund will make available to you the proceeds th at same business day by wire. Otherwise, except as permitted by the federal secu rities laws, your redemption proceeds will be paid within seven days (one day for the JPMorgan Prime Money Market Fund and the JPMorgan Liquid Assets Money Market Fund) after acceptance of the redemp tion order.

If you have changed your address of record within the previous 30 days, the Funds will not mail your proceeds, but rather will wire them or send them by ACH to a pre-existing bank account on record with the Funds.

The Funds may hold proceeds for shares purchased by ACH or check until the purchase amount has been collected, which may be as long as five business days.

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You may also need to have medallion signature guarantees for all registered owners or their legal representatives if:

• 
  You want to redeem shares with a value of $50,000 or more and you want to receive your proceeds in the form of a check; or

• 
  You want your payment sent to an address, bank account or payee other than the one currently designated on your Fund account.

We may also need additional documents or a letter from a surviving joint owner before selling the shares. Contact JPMorgan Funds Services for more details.

You can sell your shares in one of three ways:

Through Your Financial Intermediary

Tell your Financial Intermediary which Fund’s shares you want to sell. The Fund must accept your order from your Financial Intermediary by the Fund’s cut-off time in order for us to process your order at that day’s price. Your Financial Intermediary will send the necessary documents to JPMorgan Funds Services. Your Financial Intermediary may charge you for this service.

Your Financial Intermediary may have an earlier cut-off time for redemption orders.

Through JPMorgan Funds Services

Call 1-800-480-4111. We will mail you a check or send the proceeds via electronic transfer or wire to the bank account on our records.
Or
Send a signed letter with your instructions to:

JPMorgan Funds Services
P.O. Box 8528
Boston, MA 02266-8528

Through a Systematic Withdrawal Plan

If you have an account value of at least $10,000, you may elect to receive monthly, quarterly or annual payments of not less than $100 each. Systematic withdrawals in connection with required minimum distributions under a retirement plan may be in any amount.

• 
  Select the “Systematic Withdrawal Plan” option on the Account Application.

• 
  Specify the amount you wish to receive and the frequency of the payments.

• 
  You may designate a person other than yourself as the payee.

• 
  There is no fee for this service.

If you select this option, please keep in mind that:

• 
  If you own Class B or Class C Shares, you or your designated payee may receive monthly, quarterly or annual systematic payments. The applicable Class B or Class C CDSC will be deducted from those payments unless such payments are made:

• 
  Monthly and constitute no more than 1/12 of 10% of your then-current balance in a Fund each month; or

• 
  Quarterly and constitute no more than 1/4 of 10% of your then-current balance in a Fund each quarter.

The amount of the CDSC charged will depend on whether your systematic payments are a fixed dollar amount per month or quarter or are calculated monthly or quarterly as a stated percentage of your then-current balance in the Fund. For more information about the calculation of the CDSC for systematic withdrawals exceeding the specified limits above, please see the Funds’ Statement of Additional Information. New annual systematic withdrawals are not eligible for a waiver of the applicable Class B or Class C CDSC. Your current balance in the Fund for purposes of these calculations will be determined by multiplying the number of shares held by the then-current NAV per share for shares of the applicable class.

If the amount of the systematic payment exceeds the income earned by your account since the previous payment under the Systematic Withdrawal Plan, payments will be made by redeeming some of your shares. This will reduce the amount of your investment.

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Check Writing

Morgan shareholders may write checks for $250 or more.

• 
  Checks may be payable to any person and your account will continue to earn dividends until the check clears.

• 
  Checks are free, but your bank or the payee may charge you for stop payment orders, insufficient funds, or other valid reasons.

• 
  You can not use this option to close your account because of the difficulty of determining the exact value of your account.

• 
  You must wait five business days before you can write a check against shares purchased by a check or ACH.

Select the “Check Writing” option on the Account Application. Complete, sign and return the Check Writing Privileges Election form that is attached to the application. You will receive a supply of checks that will be drawn on UMB Bank, N.A.

Redemptions-In-Kind

Generally, all redemptions will be for cash. However, if you redeem shares worth $250,000 or more, the Fund reserves the right to pay part or all of your redemption proceeds in readily marketable securities instead of cash. If payment is made in securities, the Fund will value the securities selected in the same manner in which it computes its NAV. This process minimizes the effect of large redemptions on the Fund and its remaining shareholders.

EXCHANGING FUND SHARES

Morgan Shares of a Fund may be exchanged for Morgan Shares of certain other JPMorgan Funds or Class A Shares of another JPMorgan Fund. You may pay a sales charge if you exchange your Morgan Shares for Class A Shares.

Class B Shares of a Fund may be exchanged for Class B Shares of another JPMorgan Fund.

Class C Shares of the JPMorgan Short Duration Bond Fund, JPMorgan Short Term Municipal Bond Fund and JPMorgan Ultra Short Term Bond Fund (collectively, the Short Term Bond Funds) may be exchanged for Class C Shares of any other JPMorgan Fund, including Class C Shares of any of the Short Term Bond Funds.

Class C Shares of a Fund may be exchanged for Class C Shares of another JPMorgan Fund, except the Short Term Bond Funds.

If you exchange Class B Shares of the Prime Money Market Fund , Liquid Assets Money Market Fund or U.S. Treasury Plus Money Market Fund for Class B Shares of another JPMorgan Fund, or Class C Shares of the Prime Money Market Fund , Liquid Assets Money Market Fund or U.S. Treasury Plus Money Market Fund for Class C Shares of another JPMorgan Fund, you will not pay a CDSC until you sell the shares of the other Fund. The amount of CDSC will be based on when you bought the original shares, not when you made the exchange.

You will need to meet any investment minimum or eligibility requirements. The JPMorgan Funds do not charge a fee for this privilege. In addition, the JPMorgan Funds may change the terms and conditions of your exchange privileges upon 60 days’ written notice.

Generally, an exchange between JPMorgan Funds is considered a sale of Fund shares. Carefully read the prospectus of the Fund you want to buy before making an exchange.

We reserve the right to limit the number of exchanges or to refuse an exchange. Your exchange privilege will be revoked if the exchange activity is considered excessive.

You can exchange your shares in one of two ways:

Through Your Financial Intermediary

Tell your Financial Intermediary which Fund ’ s shares you want to exchange. They will send the necessary documents to JPMorgan Funds Services. Your Financial Intermediary may charge you for this service.

Through JPMorgan Funds Services

Call 1-800-480-4111 to ask for details.

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DISTRIBUTION ARRANGEMENTS

To obtain free information regarding sales charges and elimination or waiver of sales charges on Class B and Class C Shares, visit www.jpmorganfunds.com and “click” on the hyperlinks or call 1-800-480-4111. You may also contact your Financial Intermediary about the elimination or waiver of sales charges.

Class B Shares

Class B Shares are offered at NAV per share, without any up-front sales charge. However, if you redeem these shares within six years of the purchase date, measured from the first day of the month in which the shares were purchased, you will be assessed a CDSC according to the following schedule:

YEARS SINCE PURCHASE
              
CDSC AS A % OF DOLLAR AMOUNT
SUBJECT TO CHARGE
0-1
              
5.00
1-2
              
4.00
2-3
              
3.00
3-4
              
3.00
4-5
              
2.00
5-6
              
1.00
MORE THAN 6
              
NONE
 

The Distributor pays a commission of 4.00% of the original purchase price to Financial Intermediaries who sell Class B Shares .

Class B Shares automatically convert to Morgan Shares after eight years measured from the first day of the month in which the shares were purchased.

After conversion, your shares will be subject to the lower distribution fees charged on Morgan Shares.

You will not be assessed any sales charges or fees for conversion of shares, nor will you be subject to any federal income tax as a result of the conversion.

If you have exchanged Class B Shares of one JPMorgan Fund for Class B Shares of another, the time you held the shares in each Fund will be added together.

Class C Shares

Class C Shares are offered at NAV per share, without any up-front sales charge. However, if you redeem your shares within one year of the purchase date, measured from the first day of the month in which the shares were purchased, you will be assessed a CDSC as follows:

YEARS SINCE
PURCHASE
              
CDSC AS A % OF DOLLAR AMOUNT
SUBJECT TO CHARGE
0-1
              
1.00
AFTER FIRST YEAR
              
NONE
 

The Distributor pays a commission of 1.00% of the original purchase price to Financial Intermediaries who sell Class C Shares .

Like Class B Shares, Class C Shares have higher combined distribution and service fees than Morgan Shares. Unlike Class B Shares, Class C Shares do not convert to Morgan Shares. That means you keep paying the higher combined distribution and service fees as long as you hold Class C Shares. Over the long term, these fees can add up to higher total fees than the fees of Class B Shares.

Calculation of the Class B and Class C CDSC

The Fund assumes that all purchases made in a given month were made on the first day of the month.

For Class B and Class C Shares of the Prime Money Market Fund purchased prior to February 19, 2005, the CDSC is based on the current market value or the original cost of the shares, whichever is less. For Class B and Class C Shares of the Prime Money Market Fund purchased on or after February 19, 2005, the CDSC is based on the original cost of the shares.

For Class B Shares of the Liquid Assets Money Market Fund and U.S. Treasury Plus Money Market Fund purchased prior to November 1, 2002, the CDSC is based on the current mar ket value or the original cost of the shares, whichever is less. For Class B and Class C Shares of the Liquid Assets Money Market Fund and U.S. Treasury Plus Money Market Fund purchased on or after November 1, 2002, the CDSC is based on the original cost of the shares.

You should retain any records necessary to substantiate histori cal costs because the Distributor,

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the Funds, the transfer agent and your Financial Intermediary may not maintain such information.

No CDSC is imposed on shares acquired through reinvestment of dividends or capital gains distributions.

To keep your CDSC as low as possible, the Fund first will redeem shares acquired through dividend reinvestment followed by the shares you have held for the longest time and thus have the lowest CDSC.

If you received your Class B or Class C Shares in connection with a fund reorganization, the CDSC applicable to your original shares (including the period of time you have held those shares) will be applied to the shares you received in the reorganization.

Waivers of the Class B and Class C CDSC

No CDSC is imposed on redemptions of Class B or Class C Shares :

1. 
  If you withdraw no more than a specified percentage (as indicated in “Selling Fund Shares — Through a Systematic Withdrawal Plan”) of the current balance of the applicable Fund each month or quarter. Withdrawals made as part of a required minimum distribution also are included in calculating amounts eligible for this waiver. You need to participate in a monthly or quarterly Systematic Withdrawal Plan to take advantage of this waiver. For information on the Systematic Withdrawal Plan, please see “Selling Fund Shares — Through a Systematic Withdrawal Plan.”

2. 
  Made within one year of a shareholder’s death or initial qualification for Social Security disability payments after the account is opened. In order to qualify for this waiver, the Distributor must be notified of such death or disability at the time of the redemption order and be provided with satisfactory evidence of such death or disability.

3. 
  If you are a participant in or beneficiary of certain retirement plans and you die or become disabled (as defined in Section 72(m)(7) of the Internal Revenue Code) after the account is opened. The redemption must be made within one year of such death or disability. In order to qualify for this waiver, the Distributor must be notified of such death or disability at the time of the redemption order and be provided with satisfactory evidence of such death or disability.

4. 
  That represent a required minimum distribution from your IRA account or other qualifying retirement plan, but only if you are at least age 70-1/2. If the shareholder maintains more than one IRA, only the assets credited to the IRA that is invested in one or more of the JPMorgan Funds are considered when calculating that portion of your minimum required distribution that qualifies for the waiver.

5. 
  That represent a distribution from a qualified retirement plan by reason of the participant’s retirement.

6. 
  That are involuntary and result from a failure to maintain the required minimum balance in an account.

7. 
  Exchanged in connection with plans of reorganization of a JPMorgan Fund, such as mergers, asset acquisitions and exchange offers to which a Fund is a party. However, you may pay a CDSC when you redeem the Fund shares you received in connection with the plan of reorganization.

8. 
  Exchanged for Class B or Class C Shares of other JPMorgan Funds. However, you may pay a CDSC when you redeem the Fund shares you received in the exchange. Please read “Exchanging Fund Shares.”

9. 
  If the Distributor receives notice before you invest indicating that your Financial Intermediary, due to the type of account that you have, is waiving its commission.

No sales charge is imposed on Class C Shares of the Fund s if the shares were bought with proceeds from the sale of Class C Shares of a JPMorgan Fund, but only if the purchase is made within 90 days of the sale or distribution. Appropriate documentation may be required.

To take advantage of any of these waivers of the CDSC applicable to Class B or Class C Shares, you

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must qualify for such waiver. To see if you qualify, call 1-800-480-4111 or contact your Financial Intermediary. These waivers may not continue indefinitely and may be discontinued at any time without notice.

OTHER INFORMATION CONCERNING THE FUNDS

The Funds use reasonable procedures to confirm that instructions given by telephone are genuine. These procedures include recording telephone instructions and asking for personal identification. If these procedures are followed, the Funds will not be responsible for any loss, liability, cost or expense of acting upon unauthorized or fraudulent instructions; you bear the risk of loss.

Due to the relatively high cost of maintaining small accounts, if your account value falls below the Funds’ minimum investment requirement, the Funds reserve the right to redeem all of the remaining shares in your account and close your account or charge an annual sub-minimum account fee of $10 per Fund. Before either of these actions is taken, you will be given 60 days’ advance written notice in order to provide you with time to increase your account balance to the required minimum, by purchasing sufficient shares, in accordance with the terms of this prospectus. Accounts participating in a qualifying Systematic Investment Plan will not be subject to redemption or the imposition of the $10 fee as long as the systematic payments to be made will increase the account value above the required minimum balance within one year of the establishment of the account.

1. 
  To collect the $10 sub-minimum account fee, the Fund will redeem $10 worth of shares from your account. Shares redeemed for this reason will not be charged a CDSC.

2. 
  If your account falls below the Funds’ minimum investment requirement and is closed as a result, you will not be charged a CDSC.

You may not always reach JPMorgan Funds Services by telephone. This may be true at times of unusual market changes and shareholder activity. You can mail us your instructions or contact your Financial Intermediary. We may modify or cancel the sale of shares by telephone without notice.

You may write to:

JPMorgan Funds Services
P.O. Box 8528
Boston, MA 02266-8528

Shares of the JPMorgan U.S. Government Money Market Fund are intended to qualify as eligible investments for federally chartered credit unions pursuant to Sections 107(7), 107(8) and 107(15) of the Federal Credit Union Act, Part 703 of the National Credit Union Administration (NCUA) Rules and Regulations and NCUA Letter Number 155. This Fund intends to review changes in the applicable laws, rules and regulations governing eligible investments for federally chartered credit unions, and to take such action as may be necessary so that the investments of this Fund qualify as eligible investments under the Federal Credit Union Act and the regulations thereunder.

The Funds may suspend your ability to redeem or postpone payment for more than seven days (more than one day for the JPMorgan Prime Money Market Fund and the JPMorgan Liquid Assets Money Market Fund) when:

1. 
  Trading on the NYSE is restricted;

2. 
  The NYSE is closed (other than weekend and holiday closings);

3. 
  Federal securities laws permit;

4. 
  The SEC has permitted a suspension; or

5. 
  An emergency exists, as determined by the SEC.

See “Purchases, Redemptions and Exchanges” in the Statement of Additional Information for more details about this process.

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Shareholder Information

DISTRIBUTIONS AND TAXES

The Funds can earn income and can realize capital gain. The Funds deduct any expenses and then pay out these earnings to shareholders as distributions.

The Funds declare dividends daily, so your shares can start earning dividends on the day you buy them. The Funds distribute the dividends monthly in the form of additional shares, unless you tell us that you want distributions in cash or as a deposit in a pre-assigned bank account. The taxation of dividends will not be affected by the form in which you receive them. The Funds distribute any short-term capital gain at least annually. The Funds do not expect to realize long-term capital gain.

Dividends of net investment income will generally be taxable as ordinary income at the federal, state and local levels. I ncome paid by the Tax Free Money Market Fund, Municipal Money Market Fund, California Municipal Money Market Fund , Michigan Municipal Money Market Fund, New York Municipal Money Market Fund and Ohio Municipal Money Market Fund are not subject to federal income taxes, but will generally be subject to state and local taxes and may be subject to federal alternative minimum tax. Similarly, for the California Municipal Money Market Fund, California residents will not have to pay California personal income taxes on tax-exempt income from California municipal obligations. The state or municipality where you live may not charge you state and local taxes on dividends of tax-exempt interest earned on certain bonds.

Dividends paid by the Michigan Municipal Money Market Fund that are derived from interest attributable to tax-exempt Michigan Municipal Obligations will be exempt from Michigan income tax and generally, also exempt from Michigan single business tax. Conversely, to the extent that the Fund’s dividends are derived from interest on obligations other than Michigan Municipal Obligations or certain U.S. government obliga tions (or are derived from short-term or long-term gains), such dividends may be subject to Michigan income tax and Michigan single business tax, even though the dividends may be exempt for federal income tax purposes. Except as noted above with respect to Michigan income taxation, distributions of net income may be taxable to investors as dividend income under other state or local laws even though a substantial portion of such distributions may be derived from interest on tax-exempt obligations which, if realized directly, would be exempt from such income taxes.

Dividends paid by the New York Municipal Money Market Fund that are derived from interest attributable to obligations of the State of New York or its political subdivisions, and obligations of the Governments of Puerto Rico, the Virgin Islands and Guam are exempt from New York State and New York City personal income tax (but not New York State corporate franchise tax or New York City business tax), provided that such dividends constitute exempt-interest dividends under Section 852(b)(5) of the Internal Revenue Code of 1986. To the extent that investors are subject to state and local taxes outside of New York State, divi dends paid by the Fund may be taxable income for purposes thereof. In addition, to the extent that the Fund’s dividends are derived from interest attributable to the obligations of any other state or of a political subdivision of any such other state or are derived from capital gains, such dividends will generally not be exempt from New York State or New York City tax. The New York AMT excludes tax-exempt interest as an item of tax preference. Interest incurred to buy or carry shares of the Fund is not deductible for federal, New York State or New York City personal income tax purposes. Investors should consult their advisers about other state and local tax consequences of the investment in the Fund.

Dividends received from the Ohio Municipal Money Market Fund that result from interest on obligations of the State of Ohio, its political or governmental subdivisions or agencies or instrumentalities of Ohio (Ohio Obligations) are exempt from Ohio personal income tax, and municipal and school district income taxes. Corporate shareholders that are subject to the Ohio corporation franchise tax must include the Fund shares in the corporation’s tax base for purposes of the Ohio franchise tax net worth computation, but not for the net income tax computation. Dividends that

JPMORGAN MONEY MARKET FUNDS


81



Shareholder Information

CONTINUED


are attributable to profit on the sale, exchange, or other dispo sition of Ohio Obligations will not be subject to the Ohio personal income tax, or municipal or school district taxes in Ohio and will not be included in the net income base of the Ohio corporation franchise tax. Informa tion in this paragraph is based on current statutes and regulations as well as current policies of the Ohio Department of Taxation, all of which may change.

Dividends of interest earned on bonds issued by the U.S. government and its agencies may also be exempt from some types of state and local taxes. It is unlikely that dividends from any of the Funds will qualify to any significant extent for the reduced 15% tax rate applicable to qualified dividend income.

If you receive distributions of net capital gain, the tax rate will be based on how long the Fund held a particular asset, not on how long you have owned your shares. The Funds expect substantially all of their distributions of net capital gain to be attributable to short-term capital gain which is taxed at rates applicable to ordinary income.

The Funds’ investments in certain debt obligations may cause a Fund to recognize taxable income in excess of the cash generated by such obligations. Thus, a Fund could be required to at times to liquidate other investments in order to satisfy its distribution requirements.

The dates on which dividends and capital gains will be distributed for calendar year 2005 will be available online at www.jpmorganfunds.com.

Early in each calendar year, the Funds will send you a notice showing the amount of distributions you received in the preceding year and the tax status of those distributions.

Any gain resulting from the sale or exchange of your shares will generally be subject to tax.

Any investor for whom a Fund does not have a valid Taxpayer Identification Number may be subject to backup withholding.

The tax considerations described in this section do not apply to tax-deferred accounts or other non-taxable entities.

The above is a general summary of the tax implications of investing in the Funds. Because each investor’s tax consequences are unique, please consult your tax advisor to see how investing in the Funds will affect your own tax situation.

AVAILABILITY OF PROXY VOTING RECORD

The Trustees have delegated the authority to vote proxies for securities owned by the Fund to JPMIM. A copy of each Fund’s voting record for the most recent 12-month period ended June 30 is available on the SEC’s website at www.sec.gov or on the Fund’s website at www.jpmorganfunds.com no later than August 31 of each year. Each Fund’s proxy voting record will include, among other things, a brief description of the matter voted on for each portfolio security, and will state how each vote was cast, for example, for or against the proposal.

PORTFOLIO HOLDINGS DISCLOSURE

Each business day, each Fund will make available upon request an uncertified complete schedule of its portfolio holdings as of the prior business day. Not later than 60 days after the end of each fiscal quarter, each Fund will make available a certified complete schedule of its portfolio holdings as of the last day of that quarter. In addition to providing hard copies upon request, the Funds will post these quarterly schedules on the Funds’ website at www.jpmorganfunds.com and on the SEC’s website at www.sec.gov.

Shareholders may request portfolio holdings schedules at no charge by calling 1-800-480-4111.

A description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio holdings is available in the Statement of Additional Information.

JPMORGAN MONEY MARKET FUNDS


82



What the Terms Mean

Asset-backed securities: Interests in a stream of payments from specific assets, such as auto or credit card receivables.

Commercial paper: Short-term securities with maturities of 1 to 270 days which are issued by banks, corporations and others.

Demand notes: A debt security with no set maturity date. The investor can generally demand payment of the principal at any time.

Distribution fee: Covers the cost of the distribution system used to sell shares to the public.

Dollar weighted average maturity: The average maturity of the Fund is the average amount of time until the organizations that issued the debt securities in the Fund’s portfolio must pay off the principal amount of the debt. “Dollar weighted” means the larger the dollar value of debt security in the Fund, the more weight it gets in calculating this average.

Floating rate securities: Securities whose interest rates adjust automatically whenever a particular interest rate changes.

Liquidity: Liquidity is the ability to easily convert investments into cash without losing a significant amount of money in the process.

Management fee: A fee paid to the investment adviser to manage the Fund and make decisions about buying and selling the Fund’s investments.

Municipal lease obligations: These provide participation in municipal lease agreements and installment purchase contracts, but are not part of general obligations of the municipality.

Municipal obligations: Debt securities issued by or on behalf of states, territories and possessions or by their agencies or other groups with authority to act for them. For securities to qualify as municipal obligations, the municipality’s lawyers must give an opinion that the interest on them is not considered gross income for federal income tax purposes.

Other expenses: Miscellaneous items, including transfer agency, administration, custody and registration fees.

Qualified banks: (i) U.S. banks with more than $1 billion in total assets, and foreign branches of these banks; or (ii) foreign banks with the equivalent of more than $1 billion in total assets and which have branches or agencies in the U.S. or (iii) other U.S. or foreign commercial banks which the Fund’s adviser judges to have comparable credit standing.

Repurchase agreements: A special type of a short-term investment. A dealer sells securities to a Fund and agrees to buy them back later for a set price. This set price includes interest. In effect, the dealer is borrowing the Fund’s money for a short time, using the securities as collateral.

Reverse repurchase agreements: Contract whereby the Fund sells a security and agrees to repurchase it from the buyer on a particular date and at a specific price. Considered a form of borrowing.

Shareholder service fee: A fee to cover the cost of paying Financial Intermediaries to provide certain support services for your account.

Tax exempt municipal securities: Securities, generally issued as general obligation and revenue bonds, whose interest is exempt from federal taxation and state and/or local taxes in the state where the securities were issued.

U.S. government securities: Debt instruments ( Treasury bills, notes, and bonds) guaranteed by the U.S. government for the timely payment of principal and interest.

Variable rate securities: Securities whose interest rates are periodically adjusted.

JPMORGAN MONEY MARKET FUNDS


83



FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand each Fund’s financial performance for the past one through five fiscal years or periods, as applicable. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in a Fund (assuming reinvestment of all dividends and distributions). This information has been audited by PricewaterhouseCoopers LLP, whose reports, along with each Fund’s financial statements, are included in the Fund’s annual report, which is available upon request.

JPMorgan Prime Money Market Fund


 
         Per share operating performance:
    

 
        
 
     Income from investment operations:
    
 
    

 
         Net asset
value,
beginning
of period
 
     Net
investment
income
 
     Less dividends
from net
investment
income
 
     Net asset
value,
end of period
 
     Total
Return
 
(1)
 
CLASS B
                                                                                         
Year Ended 8/31/04
                 $ 1.00           $ —†            $ —†            $ 1.00              0.12 %  
Year Ended 8/31/03
                 $ 1.00           $ —†            $ —†            $ 1.00              0.25 %  
Year Ended 8/31/02
                 $ 1.00           $ 0.01           $ 0.01           $ 1.00              1.05 %  
Year Ended 8/31/01
                 $ 1.00           $ 0.04           $ 0.04           $ 1.00              4.43 %  
Year Ended 8/31/00
                 $ 1.00           $ 0.05           $ 0.05           $ 1.00              4.97 %  
 
                                                                                                             
CLASS C
                                                                                         
Year Ended 8/31/04
                 $ 1.00           $ —†            $ —†            $ 1.00              0.12 %  
Year Ended 8/31/03
                 $ 1.00           $ —†            $ —†            $ 1.00              0.25 %  
Year Ended 8/31/02
                 $ 1.00           $ 0.01           $ 0.01           $ 1.00              1.05 %  
Year Ended 8/31/01
                 $ 1.00           $ 0.04           $ 0.04           $ 1.00              4.43 %  
Year Ended 8/31/00
                 $ 1.00           $ 0.05           $ 0.05           $ 1.00              4.95 %  
 
                                                                                                             
MORGANˆ
                                                                                         
Year Ended 8/31/04
                 $ 1.00           $ 0.01           $ 0.01           $ 1.00              0.59 %  
Year Ended 8/31/03
                 $ 1.00           $ 0.01           $ 0.01           $ 1.00              0.87 %  
Year Ended 8/31/02
                 $ 1.00           $ 0.02           $ 0.02           $ 1.00              1.71 %  
Year Ended 8/31/01
                 $ 1.00           $ 0.05           $ 0.05           $ 1.00              5.10 %  
Year Ended 8/31/00
                 $ 1.00           $ 0.06           $ 0.06           $ 1.00              5.65 %  
 
  Amount rounds to less than $.005.

1
  Total Return figures do not include the effect of any deferred sales load.

*
  Amount rounds to less than one million.

JPMORGAN MONEY MARKET FUNDS


84



FINANCIAL HIGHLIGHTS

   

Ratios/Supplemental Data:

 
         Ratios to average net assets:
    
  Net assets,
end of period
(millions)
 
  Net
expenses
 
     Net
investment
income
 
     Expenses
without waivers
and earnings credits
 
     Net investment
income
without waivers
and earnings credits
 
 
    
 
                                                               
    $
8
          1.06 %             0.12 %             1.28 %             (0.10 %)  
    $
10
          1.21 %             0.27 %             1.27 %             0.21 %  
    $
13
          1.23 %             1.10 %             1.26 %             1.07 %  
    $
18
          1.24 %             4.17 %             1.26 %             4.15 %  
    $
11
          1.25 %             4.87 %             1.27 %             4.85 %  
    
 
                                                                               
    
 
                                                               
    $
1
          1.07 %             0.13 %             1.28 %             (0.08 %)  
    $
1
          1.21 %             0.25 %             1.27 %             0.19 %  
    $
1
          1.23 %             1.16 %             1.26 %             1.13 %  
    $
          1.24 %             4.17 %             1.26 %             4.15 %  
    $
          1.26 %             4.86 %             1.26 %             4.86 %  
    
 
                                                                               
    
 
                                                               
    $
3,919
          0.59 %             0.59 %             0.63 %             0.55 %  
    $
4,627
          0.59 %             0.90 %             0.62 %             0.87 %  
    $
7,552
          0.58 %             1.72 %             0.61 %             1.69 %  
$
10,367
          0.59 %             4.82 %             0.61 %             4.80 %  
$
1,475
          0.59 %             5.53 %             0.61 %             5.51 %  
 

JPMORGAN MONEY MARKET FUNDS


85



FINANCIAL HIGHLIGHTS
(CONTINUED)

JPMorgan Liquid Assets Money Market Fund


 
         Per share operating performance:
    

 
        
 
     Investment operations:
     Distributions
    

 
         Net asset
value,
beginning
of period
 
     Net
investment
income
(loss)
 
     Net realized
gains
(losses) on
investments
 
     Total from
investment
operations
 
     Net
investment
Income
 
CLASS B
                                                                                         
Year Ended 6/30/05
                 $ 1.000           $ 0.013           $ 0.000           $ 0.013           $ (0.013 )  
Year Ended 6/30/04
                 $ 1.000           $ 0.001           $ 0.000           $ 0.001           $ (0.001 )  
Year Ended 6/30/03
                 $ 1.000           $ 0.003           $ 0.000           $ 0.003           $ (0.003 )  
Year Ended 6/30/02
                 $ 1.000           $ 0.011           $ 0.000           $ 0.011           $ (0.011 )  
Year Ended 6/30/01
                 $ 1.000           $ 0.045           $ 0.000           $ 0.045           $ (0.045 )  
 
                                                                                                             
CLASS C
                                                                                         
Year Ended 6/30/05
                 $ 1.000           $ 0.013           $ 0.000           $ 0.013           $ (0.013 )  
Year Ended 6/30/04
                 $ 1.000           $ 0.001           $ 0.000           $ 0.001           $ (0.001 )  
Year Ended 6/30/03
                 $ 1.000           $ 0.003           $ 0.000           $ 0.003           $ (0.003 )  
Year Ended 6/30/02
                 $ 1.000           $ 0.011           $ 0.000           $ 0.011           $ (0.011 )  
Year Ended 6/30/01
                 $ 1.000           $ 0.045           $ 0.000           $ 0.045           $ (0.045 )  
 
                                                                                                             
MORGAN SHARES
                                                                                         
2/19/2005 (c) to 6/30/2005
                 $ 1.000           $ 0.008           $ 0.000           $ 0.008           $ (0.008 )  
 
                                                                                                             
JPMORGAN U.S. GOVERNMENT
MONEY MARKET FUND@
                                                                                         
2/19/2005 (c) to 6/30/2005
                 $ 1.000           $ 0.008           $ 0.000 (d)          $ 0.008           $ (0.008 )  
 
                                                                                                             
JPMORGAN U.S. TREASURY PLUS
MONEY MARKET FUND
                                                                                         
2/19/2005 (c) to 6/30/2005
                 $ 1.000           $ 0.008           $ 0.000 (d)          $ 0.008           $ (0.008 )  
 
  Amount rounds to less than $0.005.

@
  Formerly One Group® Government Money Market Fund.

(a)
  Annualized for periods less than one year.

(c)
  Commencement of offering of class of shares.

(d)
  Amount is less than $0.001.

JPMORGAN MONEY MARKET FUNDS


86



FINANCIAL HIGHLIGHTS

   

Ratios/Supplemental Data:
 

 
  Ratios to average net assets:
    
Net asset
value
end of
period
 
     Total Return
(excludes
sales
charge)
 
     Net assets
end of
period
(000’s)
 
     Expenses
to average
net assets
 
     Net investment
income to
average
net assets
 
Expenses to
average
net assets
without waivers
 
      

                                                                  
 
    
$1.000
               1.27 %          $ 26,999              1.01% (a)              1.17 %   
1.44
%     
$1.000
               0.15 %          $ 41,540              1.02%              0.15 %   
1.54
%     
$1.000
               0.33 %          $ 62,581              1.33%              0.32 %   
1.55
%     
$1.000
               1.12 %          $ 38,690              1.52%              1.08 %   
1.55
%     
$1.000
               4.58 %          $ 33,898              1.52%              4.22 %   
1.55
%     
 
                                                                                    

                                                                
 
    
$1.000
               1.27 %          $ 347,285              0.97%              2,06 %   
1.23
%     
$1.000
               0.15 %          $ 8,284              1.02%              0.15 %   
1.52
%     
$1.000
               0.33 %          $ 9,267              1.33%              0.31 %   
1.55
%     
$1.000
               1.12 %          $ 3,430              1.52%              0.95 %   
1.55
%     
$1.000
               4.58 %          $ 1,266              1.52%              4.30 %   
1.56
%     
                                                                                    

                                                            
    
$1.000
               0.84 %          $ 253,991              0.59%              2.36 %  
0.64
%     
                                                                                    

                                                            
    
$1.000
               0.81 %          $ 2,4 45,4 22              0.59%              2.26 %  
0.63
%     
                                                                                    

                                                            
    
$1.000
               0.78 %          $ 812,795              0.59%              2.20 %  
0.62
%     
 

JPMORGAN MONEY MARKET FUNDS


87



FINANCIAL HIGHLIGHTS
(CONTINUED)

Morgan Shares


 
         Per share operating performance:
    

 
        
 
     Investment operations:
     Distributions
    

 
         Net asset
value,
beginning
of period
 
     Net
investment
income
(loss)
 
     Net realized
gains
(losses) on
investments
 
     Total from
investment
operations
 
     Net
investment
Income
 
JPMORGAN FEDERAL
MONEY MARKET FUND
                                                                                         
Year Ended 8/31/04
                 $ 1.00           $ —†            $ —†            $ 1.00              0.41 %  
Year Ended 8/31/03
                 $ 1.00           $ 0.01           $ 0.01           $ 1.00              0.70 %  
Year Ended 8/31/02
                 $ 1.00           $ 0.01           $ 0.01           $ 1.00              1.51 %  
Year Ended 8/31/01
                 $ 1.00           $ 0.05           $ 0.05           $ 1.00              4.84 %  
Year Ended 8/31/00
                 $ 1.00           $ 0.05           $ 0.05           $ 1.00              5.29 %  
 
                                                                                                             
JPMORGAN 100% U.S. TREASURY
SECURITIES MONEY MARKET FUND
                                                                                         
Year Ended 8/31/04
                 $ 1.00           $ —†            $ —†            $ 1.00              0.45 %  
Year Ended 8/31/03
                 $ 1.00           $ 0.01           $ 0.01           $ 1.00              0.75 %  
Year Ended 8/31/02
                 $ 1.00           $ 0.02           $ 0.02           $ 1.00              1.55 %  
Year Ended 8/31/01
                 $ 1.00           $ 0.05           $ 0.05           $ 1.00              4.75 %  
Year Ended 8/31/00
                 $ 1.00           $ 0.05           $ 0.05           $ 1.00              5.02 %  
 
                                                                                                             
JPMORGAN TAX FREE
MONEY MARKET FUND
                                                                                         
Year Ended 8/31/04
                 $ 1.00           $ —†            $ —†            $ 1.00              0.48 %  
Year Ended 8/31/03
                 $ 1.00           $ 0.01           $ 0.01           $ 1.00              0.69 %  
Year Ended 8/31/02
                 $ 1.00           $ 0.01           $ 0.01           $ 1.00              1.21 %  
Year Ended 8/31/01
                 $ 1.00           $ 0.03           $ 0.03           $ 1.00              3.13 %  
Year Ended 8/31/00
                 $ 1.00           $ 0.03           $ 0.03           $ 1.00              3.37 %  
 
                                                                                                             
JPMORGAN MUNICIPAL
MONEY MARKET FUND
                                                                                         
2/19/2005 (c) to 6/30/2005
                 $ 1.000           $ 0.006           $ 0.000 (d)          $ 0.006              (0.006 )%  
 
  Amount rounds to less than $0.005.

(a)
  Annualized for periods less than one year.

(b)
  Not annualized for periods less than one year.

(c)Commencement of offering of class of shares.

(d)
  Amount is less than $0.001.

JPMORGAN MONEY MARKET FUNDS


88



FINANCIAL HIGHLIGHTS

   

Per s hare o perating p erformance
  Ratios/Supplemental Data:
    

 
  Ratios to average net assets (a)
    
  Net asset
value
end of
period
 
     Total
Return
 
(b)    
 
Net assets
end of period
(000’s)
 
     Expenses
to average
net assets
 
     Net investment
income
to average
net assets
 
  Expenses
to average
net assets
without waivers
 
    
    

                                                                  
    
    $
239
               0.70%                              0.40%              0.79 %  
0.31%
    
    $
311
               0.70%                              0.72%              0.79 %  
0.63%
    
    $
452
               0.70%                              1.53%              0.72 %  
1.51%
    
    $
$658
               0.70%                              4.57%              0.74 %  
4.53%
    
    $
$576
               0.70%                              5.17%              0.75 %  
5.12%
    
 
                                                                                    

                                                                  
    
    $
1,869
               0.59%                              0.43%              0.69 %  
0.33%
    
    $
2,535
               0.59%                              0.77%              0.69 %  
0.67%
    
    $
3,526
               0.59%                              1.53%              0.69 %  
1.43%
    
    $
4,027
               0.59%                              4.59%              0.71 %  
4.47%
    
    $
3,535
               0.59%                               4.92%              0.71 %  
4.80%
    
    
 
                                                                                    
    

                                                                  
    
    $
567
               0.59%                              0.48%              0.68 %  
0.39%
    
    $
655
               0.59%                              0.72%              0.69 %  
0.62%
    
    $
903
               0.59%                              1.14%              0.69 %  
1.04%
    
    $
907
               0.59%                              3.09%              0.72 %  
2.96%
    
    $
895
               0.59%                              3.33%              0.75 %  
3.17%
    
    
 
                                                                                    
    

                                                                  
    
    $
1.000
               0.63 %              $ 36,495              0.59 %              1.79 %  
0.63 %
    
 

JPMORGAN MONEY MARKET FUNDS


89



FINANCIAL HIGHLIGHTS
(CONTINUED)

Morgan Shares


 
         Per share operating performance:
    

 
        
 
     Investment operations:
     Distributions
    

 
         Net asset
value,
beginning
of period
 
     Net
investment
income
(loss)
 
     Net realized
gains
(losses) on
investments
 
     Total from
investment
operations
 
     Net
Investment
Income
 
JPMORGAN CALIFORNIA MUNICIPAL
MONEY MARKET FUND*
                                                                                         
Year Ended 8/31/04
                 $ 1.00           $ 0.01           $ 0.01           $ 1.00              0.51 %  
Year Ended 8/31/03
                 $ 1.00           $ 0.01           $ 0.01           $ 1.00              0.72 %  
Year Ended 8/31/02
                 $ 1.00           $ 0.01           $ 0.01           $ 1.00              1.13 %  
Year Ended 8/31/01
                 $ 1.00           $ 0.03           $ 0.03           $ 1.00              2.70 %  
Year Ended 8/31/00
                 $ 1.00           $ 0.03           $ 0.03           $ 1.00              3.00 %  
 
                                                                                                             
JPMORGAN MICHIGAN MUNICIPAL
MONEY MARKET FUND
                                                                                         
2/19/2005 (c) to 6/30/2005
                 $ 1.000           $ 0.006           $ 0.000           $ 0.006              (0.006 )%  
 
                                                                                                             
JPMORGAN NEW YORK MUNICIPAL
MONEY MARKET FUNDˆˆ
                                                                                         
Year Ended 8/31/04
                 $ 1.00           $ —†            $ —†            $ 1.00              0.48 %  
Year Ended 8/31/03
                 $ 1.00           $ 0.01           $ 0.01           $ 1.00              0.72 %  
Year Ended 8/31/02
                 $ 1.00           $ 0.01           $ 0.01           $ 1.00              1.20 %  
Year Ended 8/31/01
                 $ 1.00           $ 0.03           $ 0.03           $ 1.00              2.98 %  
Year Ended 8/31/00
                 $ 1.00           $ 0.03           $ 0.03           $ 1.00              3.27 %  
 
                                                                                                             
JPMORGAN OHIO MUNICIPAL
MONEY MARKET FUND
                                                                                         
2/19/2005 (c) to 6/30/2005
                 $ 1.00           $ 0.006           $ 0.000 (d)          $ 0.006              (0.006 )%  
 
*
  Formerly JPMorgan California Tax Free Money Market Fund.

ˆˆ
  Formerly JPMorgan New York Tax Free Money Market Fund.

  Amount rounds to less than $.005.

(b)
  Not annualized for periods less than one year.

(c)Commencement of offering of class of shares.

(d)
  Amount is less than $0.001.

JPMORGAN MONEY MARKET FUNDS


90



FINANCIAL HIGHLIGHTS

   

Per s hare o perating p erformance
  Ratios/Supplemental Data:

    

 
  Ratios to average net assets:

    
  Net asset
value
end of
period
 
    Total
Return
 
(b)
 
Net assets
end of period
(000’s)
 
     Expenses
to average
net assets
 
     Net investment
income
to average
net assets
 
Expenses
to average
net assets
without waivers
 
    

                                                                       
 
    
$
154
                    0.55%                              0.51 %             0.80 %  
0.26%
    
$
149
                    0.55%                              0.72 %             0.73 %  
0.54%
    
$
163
                    0.55%                              1.05 %             0.76 %  
0.84%
    
$
83
                    0.55%                              2.68 %             0.83 %  
2.40%
    
$
78
                    0.55%                              3.03 %             0.90 %  
2.68%
    
 
 
                                                                                         
 
 
                                                                         
 
    
$
1.000
                    0.64 %              $ 7,803              0.59 %              1.81 %
0.70%
    
 
 
                                                                                         
 
 
                                                                         
 
    
$
1,540
                    0.59%                              0.48 %             0.70 %  
0.37%
    
$
1,662
                    0.59%                              0.72 %             0.69 %  
0.62%
    
$
2,123
                    0.59%                              1.17 %             0.69 %  
1.07%
    
$
2,439
                    0.59%                              2.88 %             0.71 %  
2.76%
    
$
1,831
                    0.59%                              3.24 %             0.70 %  
3.13%
    
 
                                                                                         
 
 
                                                                         
 
    
$
1.000
                    0.63 %              $ 1,891              0.59 %           1.80 %
0.72%
 
 

JPMORGAN MONEY MARKET FUNDS


91



Appendix A—Legal Proceedings and
Additional Fee and Expense Information

    

On September 3, 2003, the New York Attorney General (“NYAG”) simultaneously filed and settled a complaint (the “Canary Complaint”) against Canary Capital Partners, LLC, et al. (collectively, “Canary ” ). The Canary Complaint alleged, among other things, that Canary had engaged in improper trading practices with certain mutual funds in One Group Mutual Funds (now known as the JPMorgan Trust II). Specifically, the NYAG alleged that Canary engaged in certain activities that it characterized as “market timing” and also “late trading”.

On June 29, 2004, JPMorgan Investment Advisors (formerly known as Banc One Investment Advisors) entered into agreements with the Securities and Exchange Commission (the “SEC”) and the NYAG in resolu tion of investigations conducted by the SEC and the NYAG into market timing of certain Funds, possible late trading of certain Funds and related matters. In it s settlement with the SEC, JPMorgan Investment Advisors consented to the entry of an order by the SEC (the “SEC Order”) instituting and settling administrative and cease-and desist proceedings against it. Under the terms of the SEC Order and the NYAG settlement agree ment, JPMorgan Investment advisors agreed to pay disgorgement of $10 million and a civil money penalty of $40 million for a total payment of $50 million, which will be distributed to certain current and former shareholders of the Funds as noted below. The settlement agreement with the NYAG also required JPMor gan Investment Advisors to reduce its management fee for certain Funds in the aggregate amount of approximately $8 million annually over five years commencing September 2004. In addition, JPMorgan Investment Advisors has agreed to and has commenced implementation of undertakings relating to, among other things, (i) governance changes designed to maintain the independence of the Board of Trustees and its chairman, and to ensure compliance with applicable federal securities laws, (ii) the retention of an inde pendent consultant to conduct a review of supervisory, compliance and other policies and procedures designed to prevent and detect, among other things, breaches of fiduciary duty, (iii) an agreement to cease-and-desist from violations of certain provisions of the Investment Advisers Act of 1940 (the “Advisers Act”) and the Investment Company Act of 1940, as amended (“1940 Act”), (iv) additional fee-related disclosure to investors and (v) the retention of a senior officer to assist the Board in monitoring compliance and review ing management fee arrangements.

Under the terms of the SEC Order and the NYAG settlement agreement, the $50 million payment by JPMor gan Investment Advisors has funded a pool established for distribution to affected shareholders of certain Funds. This pool will be distributed in accordance with a distribution plan currently being developed by an independent distribution consultant in consultation with JPMorgan Investment Advisors and acceptable to the Board’s independent trustees and the staff of the SEC. The distribution plan will provide for investors to receive, in order of priority, (i) their proportionate share of losses from market timing, and (ii) a proportion ate share of advisory fees paid by the Funds that suffered such losses during the period of such market tim ing. It is currently expected that such amounts will be paid in 2005. More specific information on the distribution plan will be communicated at a later date in an appropriate manner.

Mark A. Beeson, the former president and chief executive officer of One Group Mutual Funds and a former senior managing Director of JPMorgan Investment Advisors, was also named a respondent in the SEC Order and consented to its entry. As part of the settlement agreement with the SEC, Mr. Beeson agreed to, among other things, a civil money penalty and suspensions from association with any investment adviser or regis tered investment company. Mr. Beeson was not a party to the agreement with, nor was he sanctioned by, the NYAG.

The agreement with the SEC is reflected in the SEC Order, which states, among other things, that JPMorgan Investment Advisors and Mr. Beeson violated and/or aided and abetted and caused violations of the anti fraud provisions of the Advisers Act and the 1940 Act by, among other things, (i) allowing excessive short- term trading in certain of the Funds that was inconsistent with the terms of the Funds’ prospectus and that was potentially harmful to the Funds, (ii) failing to disclose to the Board or to shareholders, among other

JPMORGAN MONEY MARKET FUNDS


92



PROSPECTUS DECEMBER  

2005

things, the conflict of interest created by market timing arrangements, (iii) failing to charge redemption fees for redemptions by certain shareholders as required by the applicable prospectuses when other sharehold ers were charged the redemption fees, (iv) having no written procedures in place to prevent the nonpublic disclosure of Fund portfolio holdings and improperly providing confidential portfolio holdings to certain persons when others were not provided with or otherwise privy to the same information, and (v) causing certain Funds, without the knowledge of the Board, to participate in joint transactions raising a conflict of interest in violation of the 1940 Act. The settlement agreement with the NYAG contains statements consis tent with those described in the preceding sentence regarding the SEC Order. JPMorgan Investment Advi sors and Mr. Beeson neither admit nor deny the findings set forth in the SEC Order, and JPMorgan Investment Advisors neither admits nor denies the finds in its settlement agreement with the NYAG.

In addition to the matters involving the SEC and state Attorneys General, over 20 lawsuits have been filed by private plaintiffs in connection with these circumstances in various state and federal courts around the country. These actions have transferred to the United States District Court for the District of Maryland for coordinated or consolidated pretrial proceedings by the orders of the Judicial Panel on Multidistrict Litiga tion, a federal judicial body that assists in the administration of such actions. On September 29, 2004, the plaintiffs in these actions filed two consolidated amended complaints in these cases. One complaint was filed as a putative class action on behalf of investors who purchased, held or redeemed shares of the Funds during specified periods and the other was filed as a derivative action on behalf of One Group Mutual Funds and its series. The lawsuits generally relate to the same facts that were the subject of the SEC order and NYAG settlement discussed above.

On April 11, 2005, the West Virginia Attorney General filed a lawsuit against JPMorgan Investment Advisors, among others, in West Virginia state court. The complaint focuses on conduct characterized as market tim ing and primarily alleges violations of West Virginia state laws prohibiting unfair trade practices. The lawsuit has been conditionally transferred to the same Maryland court referred to above. Factual allegations in the West Virginia lawsuit are essentially the same as those in the NYAG agreement.

These actions name as defendants, among others, Banc One Investment Advisors, Bank One Corporation and JPMorgan Chase & Co. (the former and current corporate parent of JPMorgan Investment Advisors), the Distributor, One Group Services Company (the Funds’ former distributor), Banc One High Yield Partners, LLC (now known as JPMorgan High Yield Partners LLC) (the sub-adviser to JPMorgan High Yield Bond Fund and JPMorgan Core Plus Bond Fund), certain officers of One Group Mutual Funds and JPMorgan Investment Advisors and certain current and former Trustees. The putative class action lawsuit also names One Group Mutual Funds as a defendant. These two actions collectively allege, among other things, that various defen dants (i) violated various antifraud and other provisions of federal securities laws, (ii) breached their fidu ciary duties, (iii) unjustly enriched themselves, (iv) breached Fund-related contracts, and (v) conspired to commit unlawful acts. These complaints seek, among other things, compensatory damages, restitution, disgorgement of unjustly earned profits, punitive damages, removal of the Trustees, removal of the Fund’s investment advisers and the Distributor, rescission of the distribution and service plans adopted under Rule 12b-1 of the 1940 Act, and attorneys’ fees.

It is possible that these matters and/or related developments may result in increased Fund redemptions and reduced sales of Fund shares, which could result in increased costs and expenses or otherwise adversely affect the Funds.

The foregoing speaks only as of the date of this prospectus. Additional lawsuits presenting allegations and requests for relief arising out of or in connection with any of the foregoing matters may be filed against these and related parties in the future.

JPMORGAN MONEY MARKET FUNDS


93



Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

Annual and Cumulative Expense Examples

The settlement agreement with the NYAG requires BOIA to establish reduced “net management fee rates” for certain Funds (“Reduced Rate Funds”). “Net Management Fee Rates” means the percentage fee rates specified in contracts between BOIA and its affiliates and the Reduced Rate Funds, less waivers and reimbursements by BOIA and its affiliates, in effect as of June 30, 2004. The settlement agreement requires that the reduced Net Management Fee Rates must result in a reduction of $8 million annually based upon assets under management as of June 30, 2004, for a total reduction over five years of $40 million from that which would have been paid by the Reduced Rate Funds on the Net Management Fee Rates as of June 30, 2004. To the extent that BOIA and its affiliates have agreed as part of the settlement with the NYAG to waive or reimburse expenses of a Fund in connection with the settlement with the NYAG, those reduced Net Management Fee Rates are referred to as “Reduced Rates.” The Reduced Rates will remain in place at least through June 30, 2009. To the extent that a Reduced Rate Fund merges into another Fund, the Reduced Rate is required to carry forward and apply with respect to the acquiring Fund.

The Reduced Rate Funds are the JPMorgan Large Cap Value Fund, JPMorgan Equity Index Fund, the JPMorgan Equity Income Fund and the JPMorgan Government Bond Fund (each of which is currently a series of JPMorgan Trust II) and JPMorgan U.S. Equity Fund (the successor by merger to the One Group Diversified Equity Fund and a series of JPMorgan Trust I) are subject to a Reduced Rate. The Reduced Rate was implemented on September 27, 2004 and will remain in place at least through June 30, 2009.

The required reductions may be made in the form of fee waivers or expense reimbursements in connection with the advisory agreement, administration agreement or distribution agreement. Beginning February 19, 2005, such reductions may also or instead be made in connection with the shareholder servicing agreement or other service agreements with affiliates. To the extent that such reductions are made in connection with class specific expenses in a manner consistent with applicable law, the Reduced Rates may affect different share classes of the same Affected Fund to differing degrees.

The “Gross Expense Ratio” includes the contractual expenses that make up the Net Management Fee Rates, Rule 12b-1 distribution fees, fees paid to vendors not affiliated with JPMIM that provide services to the Funds and other fees and expenses of the Funds. The “Net Expense Ratio” is Gross Expenses less any fee waivers or expense reimbursements to achieve the Reduced Rates or other fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIM and/or its affiliates, as applicable. The affected Funds offered in this prospectus are not subject to a Reduced Rate.

JPMORGAN MONEY MARKET FUNDS


94



PROSPECTUS DECEMBER  

2005

Fund
         Class
     Net Expense
Ratio
     Gross Expense
Ratio
JPMorgan Prime Money Market Fund
              
Morgan
    
0.59%
    
0.69%
JPMorgan Prime Money Market Fund
              
B
    
0.97%
    
1.24%
JPMorgan Prime Money Market Fund
              
C
    
0.97%
    
1.24%
JPMorgan Liquid Assets Money Market Fund
              
Morgan
    
0.59%
    
0.64%
JPMorgan Liquid Assets Money Market Fund
              
B
    
0.97%
    
1.20%
JPMorgan Liquid Assets Money Market Fund
              
C
    
0.97%
    
1.20%
JPMorgan U.S. Government Money Market Fund
              
Morgan
    
0.59%
    
0.63%
JPMorgan U.S. Treasury Plus Money Market Fund
              
Morgan
    
0.59%
    
0.62%
JPMorgan U.S. Treasury Plus Money Market Fund
              
B
    
0.97%
    
1.18%
JPMorgan U.S. Treasury Plus Money Market Fund
              
C
    
0.97%
    
1.18%
JPMorgan 100% U.S. Treasury Securities Money Market Fund
              
Morgan
    
0.59%
    
0.65%
JPMorgan Municipal Money Market Fund
              
Morgan
    
0.59%
    
0.63%
JPMorgan Michigan Municipal Money Market Fund
              
Morgan
    
0.59%
    
0.70%
JPMorgan Ohio Municipal Money Market Fund
              
Morgan
    
0.59%
    
0.72%
 

A Fund’s annual return is reduced by its fees and expenses for that year. The examples below are intended to help you understand the annual and cumulative impact of the Fund’s fees and expenses on your investment through a hypothetical investment of $10,000 held for the next 10 years. The examples assume the following:

• 
  On December 1 , 2005, you invest $10,000 in the Fund and you will hold the shares for the entire 10 year period;

• 
  Your investment has a 5% return each year;

• 
  The Fund’s operating expenses remain at the levels discussed below and are not affected by increases or decreases in Fund assets over time;

• 
  At the time of purchase, any applicable initial sales charges (loads) are deducted; and

• 
  There is no sales charge (load) on reinvested dividends.

• 
  The annual costs are calculated using the Net Expense Ratios for the period through the expiration of any fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIM and/or its affiliates; and the Gross Expense Ratios thereafter.

JPMORGAN MONEY MARKET FUNDS


95



Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

“Annual Net Return” shows what effect the “Annual Costs” will have on the assumed 5% annual return for each year. “Gross Cumulative Return” shows what the cumulative return on your investment at the end of each fiscal year would be if Fund expenses are not deducted. “Net Cumulative Return” shows what the cumulative return on your investment at the end of each fiscal year would be assuming Fund expenses are deducted each year in the amount shown under “Annual Costs.”

Your actual costs may be higher or lower than those shown.


 
         JPMorgan Prime Money Market Fund – Morgan Shares
    
Period Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
December 31, 2006
                 $ 63               9.53 %             8.38 %             4.41 %  
December 31, 2007
                 $ 76               15.01 %             13.06 %             4.31 %  
December 31, 2008
                 $ 80               20.76 %             17.93 %             4.31 %  
December 31, 2009
                 $ 83               26.80 %             23.01 %             4.31 %  
December 31, 2010
                 $ 87               33.14 %             28.31 %             4.31 %  
December 31, 2011
                 $ 90               39.79 %             33.84 %             4.31 %  
December 31, 2012
                 $ 94               46.78 %             39.61 %             4.31 %  
December 31, 2013
                 $ 98               54.12 %             45.63 %             4.31 %  
December 31, 2014
                 $ 103               61.83 %             51.90 %             4.31 %  
December 31, 2015
                 $ 107               69.92 %             58.45 %             4.31 %  
 
a  
  Information from February 19, 2005 through year end not annualized.


 
         JPMorgan Prime Money Market Fund – Class B Shares1
    
Period Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
December 31, 2005a
                 $  85               4.32 %             3.48 %             3.48 %  
December 31, 2006
                 $ 102               9.53 %             7.65 %             4.03 %  
December 31, 2007
                 $ 136               15.01 %             11.70 %             3.76 %  
December 31, 2008
                 $ 141               20.76 %             15.90 %             3.76 %  
December 31, 2009
                 $ 146               26.80 %             20.25 %             3.76 %  
December 31, 2010
                 $ 152               33.14 %             24.77 %             3.76 %  
December 31, 2011
                 $ 158               39.79 %             29.47 %             3.76 %  
December 31, 2012
                 $ 164               46.78 %             34.33 %             3.76 %  
December 31, 2013
                 $ 107               54.12 %             40.00 %             4.22 %  
December 31, 2014
                 $ 99               61.83 %             46.03 %             4.31 %  
December 31, 2015
                 $ 103               69.92 %             52.33 %             4.31 %  
 
1  
  Class B Shares automatically convert to Morgan Shares after eight (8) years.

a  
  Information from February 19, 2005 through year end not annualized.

JPMORGAN MONEY MARKET FUNDS


96



PROSPECTUS DECEMBER  

2005


 
         JPMorgan Prime Money Market Fund – Class C Shares
    
Period Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
December 31, 2005a
                 $  85               4.32 %             3.48 %             3.48 %  
December 31, 2006
                 $ 102               9.53 %             7.65 %             4.03 %  
December 31, 2007
                 $ 136               15.01 %             11.70 %             3.76 %  
December 31, 2008
                 $ 141               20.76 %             15.90 %             3.76 %  
December 31, 2009
                 $ 146               26.80 %             20.25 %             3.76 %  
December 31, 2010
                 $ 152               33.14 %             24.77 %             3.76 %  
December 31, 2011
                 $ 158               39.79 %             29.47 %             3.76 %  
December 31, 2012
                 $ 164               46.78 %             34.33 %             3.76 %  
December 31, 2013
                 $ 170               54.12 %             39.39 %             3.76 %  
December 31, 2014
                 $ 176               61.83 %             44.63 %             3.76 %  
December 31, 2015
                 $ 183               69.92 %             50.06 %             3.76 %  
 
a  
  Information from February 19, 2005 through year end not annualized.


 
         JPMorgan Liquid Assets
Money Market Fund – Morgan Shares
    
Period Ended

         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 60               5.00%              4.41%              4.78%   
November 30, 2007
                 $ 68               10.25%              8.97%              4.00%   
November 30, 2008
                 $ 71               15.76%              13.72%              4.36%   
November 30, 2009
                 $ 74               21.55%              18.67%              4.36%   
November 30, 2010
                 $ 78               27.63%              23.85%              4.36%   
November 30, 2011
                 $ 81               34.01%              29.25%              4.36%   
November 30, 2012
                 $ 85               40.71%              34.88%              4.36%   
November 30, 2013
                 $ 88               47.74%              40.76%              4.36%   
November 30, 2014
                 $ 92               55.13%              46.90%              4.36%   
November 30, 2015
                 $ 96               62.89%              53.31%              4.36%
 

 
         JPMorgan Liquid Assets
Money Market Fund – Class B Shares 1
    
Period Ended

         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 99               5.00%              4.03%              4.37%   
November 30, 2007
                 $ 125               10.25%              8.00%              3.48%   
November 30, 2008
                 $ 132               15.76%              12.11%              3.80%   
November 30, 2009
                 $ 137               21.55%              16.37%              3.80%   
November 30, 2010
                 $ 142               27.63%              20.79%              3.80%   
November 30, 2011
                 $ 148               34.01%              25.38%              3.80%   
November 30, 2012
                 $ 153               40.71%              30.14%              3.80%   
November 30, 2013
                 $ 159               47.74%              35.09%              3.80%   
November 30, 2014
                 $ 88               55.13%              40.98%              4.36%   
November 30, 2015
                 $ 92               62.89%              47.12%              4.36%
 
1  
  Class B S hares automatically convert to Morgan S hares after eight years.

JPMORGAN MONEY MARKET FUNDS


97



Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED


 
         JPMorgan Liquid Assets
Money Market Fund – Class C Shares
    
Period Ended

         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 99               5.00%              4.03%              4.37%   
November 30, 2007
                 $ 125               10.25%              8.00%              3.48%   
November 30, 2008
                 $ 132               15.76%              12.11%              3.80%   
November 30, 2009
                 $ 137               21.55%              16.37%              3.80%   
November 30, 2010
                 $ 142               27.63%              20.79%              3.80%   
November 30, 2011
                 $ 148               34.01%              25.38%              3.80%   
November 30, 2012
                 $ 153               40.71%              30.14%              3.80%   
November 30, 2013
                 $ 159               47.74%              35.09%              3.80%   
November 30, 2014
                 $ 165               55.13%              40.22%              3.80%   
November 30, 2015
                 $ 171               62.89%              45.55%              3.80%
 

 
         JPMorgan U.S. Government
Money Market Fund – Morgan Shares
    
Period Ended

         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 60               5.00%              4.41%              4.78%   
November 30, 2007
                 $ 67               10.25%              8.97%              4.01%   
November 30, 2008
                 $ 70               15.76%              13.74%              4.37%   
November 30, 2009
                 $ 73               21.55%              18.71%              4.37%   
November 30, 2010
                 $ 76               27.63%              23.89%              4.37%   
November 30, 2011
                 $ 80               34.01%              29.31%              4.37%   
November 30, 2012
                 $ 83               40.71%              34.96%              4.37%   
November 30, 2013
                 $ 87               47.74%              40.86%              4.37%   
November 30, 2014
                 $ 91               55.13%              47.01%              4.37%   
November 30, 2015
                 $ 95               62.89%              53.44%              4.37%
 

 
         JPMorgan U.S. Treasury Plus
Money Market Fund – Morgan Shares
    
Period Ended

         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 60               5.00%              4.41%              4.78%   
November 30, 2007
                 $ 66               10.25%              8.98%              4.01%   
November 30, 2008
                 $ 69               15.76%              13.76%              4.38%   
November 30, 2009
                 $ 72               21.55%              18.74%              4.38%   
November 30, 2010
                 $ 75               27.63%              23.94%              4.38%   
November 30, 2011
                 $ 79               34.01%              29.37%              4.38%   
November 30, 2012
                 $ 82               40.71%              35.04%              4.38%   
November 30, 2013
                 $ 86               47.74%              40.95%              4.38%   
November 30, 2014
                 $ 89               55.13%              47.12%              4.38%   
November 30, 2015
                 $ 93               62.89%              53.57%              4.38%
 

JPMORGAN MONEY MARKET FUNDS


98



PROSPECTUS DECEMBER  

2005


 
         JPMorgan U.S. Treasury Plus
Money Market Fund – Class B Shares 1
    
Period Ended

         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 99               5.00%              4.03%              4.37%   
November 30, 2007
                 $ 123               10.25%              8.02%              3.50%   
November 30, 2008
                 $ 130               15.76%              12.15%              3.82%   
November 30, 2009
                 $ 135               21.55%              16.43%              3.82%   
November 30, 2010
                 $ 140               27.63%              20.88%              3.82%   
November 30, 2011
                 $ 145               34.01%              25.50%              3.82%   
November 30, 2012
                 $ 151               40.71%              30.29%              3.82%   
November 30, 2013
                 $ 157               47.74%              35.27%              3.82%   
November 30, 2014
                 $ 86               55.13%              41.19%              4.38%   
November 30, 2015
                 $ 89               62.89%              47.38%              4.38%
 
1    
  Class B S hares automatically convert to Morgan S hares after eight years.


 
         JPMorgan U.S. Treasury Plus
Money Market Fund – Class C Shares
    
Period Ended

         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 99               5.00%              4.03%              4.37%   
November 30, 2007
                 $ 123               10.25%              8.02%              3.50%   
November 30, 2008
                 $ 130               15.76%              12.15%              3.82%   
November 30, 2009
                 $ 135               21.55%              16.43%              3.82%   
November 30, 2010
                 $ 140               27.63%              20.88%              3.82%   
November 30, 2011
                 $ 145               34.01%              25.50%              3.82%   
November 30, 2012
                 $ 151               40.71%              30.29%              3.82%   
November 30, 2013
                 $ 157               47.74%              35.27%              3.82%   
November 30, 2014
                 $ 163               55.13%              40.43%              3.82%   
November 30, 2015
                 $ 169               62.89%              45.80%              3.82%
 

 
         JPMorgan 100% U.S. Treasury Securities
Money Market Fund – Morgan Shares
    
Period Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
December 31, 2005a
                 $ 52               4.32 %             3.81 %             3.81 %  
December 31, 2006
                 $ 68               9.53 %             8.33 %             4.36 %  
December 31, 2007
                 $ 72               15.01 %             13.04 %             4.35 %  
December 31, 2008
                 $ 75               20.76 %             17.96 %             4.35 %  
December 31, 2009
                 $ 78               26.80 %             23.09 %             4.35 %  
December 31, 2010
                 $ 82               33.14 %             28.45 %             4.35 %  
December 31, 2011
                 $ 85               39.79 %             34.03 %             4.35 %  
December 31, 2012
                 $ 89               46.78 %             39.86 %             4.35 %  
December 31, 2013
                 $ 93               54.12 %             45.95 %             4.35 %  
December 31, 2014
                 $ 97               61.83 %             52.30 %             4.35 %  
December 31, 2015
                 $ 101               69.92 %             58.92 %             4.35%   
 
a  
  Information from February 19, 2005 through year end not annualized.

JPMORGAN MONEY MARKET FUNDS


99



Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED


 
         JPMorgan Mun i cipal
Money Market Fund – Morgan Shares
    
Period Ended

         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 60               5.00%              4.41%              4.78%   
November 30, 2007
                 $ 67               10.25%              8.97%              4.01%   
November 30, 2008
                 $ 70               15.76%              13.74%              4.37%   
November 30, 2009
                 $ 73               21.55%              18.71%              4.37%   
November 30, 2010
                 $ 76               27.63%              23.89%              4.37%   
November 30, 2011
                 $ 80               34.01%              29.31%              4.37%   
November 30, 2012
                 $ 83               40.71%              34.96%              4.37%   
November 30, 2013
                 $ 87               47.74%              40.86%              4.37%   
November 30, 2014
                 $ 91               55.13%              47.01%              4.37%   
November 30, 2015
                 $ 95               62.89%              53.44%              4.37%
 

 
         JPMorgan Michigan Mun i cipal
Money Market Fund – Morgan Shares
    
Period Ended

         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 60               5.00%              4.41%              4.78%   
November 30, 2007
                 $ 74               10.25%              8.91%              3.94%   
November 30, 2008
                 $ 78               15.76%              13.59%              4.30%   
November 30, 2009
                 $ 81               21.55%              18.47%              4.30%   
November 30, 2010
                 $ 85               27.63%              23.57%              4.30%   
November 30, 2011
                 $ 88               34.01%              28.88%              4.30%   
November 30, 2012
                 $ 92               40.71%              34.42%              4.30%   
November 30, 2013
                 $ 96               47.74%              40.21%              4.30%   
November 30, 2014
                 $ 100               55.13%              46.23%              4.30%   
November 30, 2015
                 $ 105               62.89%              52.52%              4.30%
 

 
         JPMorgan Ohio Mun i cipal
Money Market Fund – Morgan Shares
    
Period Ended

         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 60               5.00%              4.41%              4.78%   
November 30, 2007
                 $ 76               10.25%              8.89%              3.92%   
November 30, 2008
                 $ 80               15.76%              13.55%              4.28%   
November 30, 2009
                 $ 84               21.55%              18.41%              4.28%   
November 30, 2010
                 $ 87               27.63%              23.48%              4.28%   
November 30, 2011
                 $ 91               34.01%              28.76%              4.28%   
November 30, 2012
                 $ 95               40.71%              34.27%              4.28%   
November 30, 2013
                 $ 99               47.74%              40.02%              4.28%   
November 30, 2014
                 $ 103               55.13%              46.01%              4.28%   
November 30, 2015
                 $ 107               62.89%              52.26%              4.28%   
 

JPMORGAN MONEY MARKET FUNDS


100



Privacy Policy

The JPMorgan Funds understand that protecting your financial privacy is just as important as protecting your financial assets. We are committed to the responsible use of information in order to provide you with the products and services you want, when and where you want them. This statement of our privacy policy is intended to help you understand the ways in which we gather, use and protect your financial information.

KEY DEFINITIONS

This Privacy Policy describes the way we treat nonpublic personal information that we may obtain from our customers or from consumers generally. Key terms used throughout this policy are:

• 
  Consumer — an individual who applies for or obtains a financial product or service from the JPMorgan Funds for personal, family or household purposes, including individuals who don’t have a continuing relationship with the JPMorgan Funds. Consumers include individuals who provide nonpublic personal information to our shareholder servicing representatives, but do not invest in the JPMorgan Funds.

• 
  Customer — a consumer who has a continuing relationship with the JPMorgan Funds through record ownership of fund shares.

• 
  Nonpublic personal information — any personally identifiable financial information about a consumer that is obtained by the JPMorgan Funds in connection with providing financial products and services to that consumer and which is not otherwise publicly available. A telephone directory listing is an example of public information.

COLLECTION OF NONPUBLIC PERSONAL INFORMATION

We collect information to service your account, to protect you from fraud, and to make available products and services that may be of interest to you. We collect nonpublic personal information about you from the following sources:

• 
  Information we receive from you on applications or other forms, on our website, or through other means;

• 
  Information we receive from you through transactions, correspondence and other communications with us; and

• 
  Information we otherwise obtain from you in connection with providing you a financial product or service.

INFORMATION SHARING WITH THIRD PARTY SERVICE PROVIDERS

We do not share any nonpublic personal information about our customers or former customers with anyone, except as required or permitted by law. This means we may disclose all of the information we collect, as described above, to companies who help us maintain and service accounts. For instance, we will share information with the transfer agent for the JPMorgan Funds. The transfer agent needs this information to process your purchase, redemption and exchange transactions and to update your account. In addition, we may share nonpublic personal information to protect against fraud, to respond to subpoenas, or as described in the following section.

INFORMATION SHARING WITH JOINT MARKETERS

We also may share the information described above in Collection of Nonpublic Personal Information with broker-dealers and other financial intermediaries that perform marketing services on our behalf and with which we have joint marketing agreements. However, we only provide information about you to that broker-dealer or financial intermediary from whom you purchased your Fund shares or who currently services your Fund account. In addition, our joint marketing agreements prohibit recipients of this information from disclosing or using the information for any purpose other than the purposes for which it is provided to them.

JPMORGAN DISTRIBUTION SERVICES, INC. (JPMDS)

In general, JPMDS, as distributor for the JPMorgan Funds, does not independently collect or retain nonpublic personal financial information relating to any past, present or prospective shareholders

This description of the JPMorgan Funds’ Privacy Policy is not part of the prospectus.





of the Funds. From time to time, the Funds or companies that provide services to the Funds may provide to JPMDS nonpublic personal financial information relating to shareholders or prospective shareholders as necessary for JPMDS to perform services for the Funds. In such circumstances, JPMDS adheres to the regulatory limitations on the use or disclosure of that information and its own obligations to the Funds to protect the security and confidentiality of the information.

CHILDREN’S ONLINE PRIVACY ACT DISCLOSURE

From our website, the JPMorgan Funds do not knowingly collect or use personal information from children under the age of 13 without obtaining verifiable consent from their parents. Should a child whom we know to be under 13 send personal information to us, we will only use that information to respond directly to that child, seek parental consent or provide parental notice. We are not responsible for the data collection and use practices of nonaffiliated third parties to which our website may link.

SPECIAL NOTICE TO CALIFORNIA CONSUMERS

The California Financial Information Privacy Act generally prohibits us from sharing nonpublic personal information about California consumers without notice and, in some instances, consent, unless such sharing is necessary to effect, administer, or enforce transactions authorized or instructed by you. Unless you direct or authorize otherwise, we only share information with service providers, including the broker-dealer or financial intermediary from whom you purchased your Fund shares or who currently services your Fund account. To the extent that your broker-dealer is also a joint marketer, we only share nonpublic personal information so that they may provide services in connection with your Fund shares.

SECURITY

For your protection, the JPMorgan Funds maintain security standards and procedures that we continually update to safeguard against unauthorized disclosure of information or access to information about you.

We restrict access to nonpublic personal information about you to those individuals who need to know that information to provide products and services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

THE JPMORGAN FUNDS’ PRIVACY COMMITMENT

The JPMorgan Funds are committed to protecting the privacy of our customers, but we understand that the best protection requires a partnership with you. We encourage you to find out how you can take steps to further protect your own privacy by visiting us online at www.jpmorganfunds.com.

This description of the JPMorgan Funds’ Privacy Policy is not part of the prospectus.



HOW TO REACH US

MORE INFORMATION

For investors who want more information on these Funds the following documents are available free upon request:

ANNUAL AND SEMI-ANNUAL REPORTS

Our annual and semi-annual reports contain more information about each Fund’s investments and performance. The annual report also includes details about the market conditions and investment strategies that had a significant effect on each Fund’s performance during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains more detailed information about the Funds and their policies. It is incorporated by reference into this prospectus. This means, by law, it is considered to be part of this prospectus.

You can get a free copy of these documents and other information, or ask us any questions, by calling us at 1-800-480-4111 or writing to:

JPMorgan Funds Services
P.O. Box 8528
Boston, MA 02266-8528

If you buy your shares through a Financial Intermediary, you should contact that Financial Intermediary directly for more information. You can also find information online at www.jpmorganfunds.com.

You can write or e-mail the SEC’s Public Reference Room and ask them to mail you information about the Funds, including the SAI. They will charge you a copying fee for this service. You can also visit the Public Reference Room and copy the documents while you are there.

Public Reference Room of the SEC
Washington, DC 20549-0102
1-202-942-8090
E-mail: publicinfo@sec.gov

Reports, a copy of the SAI and other information about the Funds are also available on the SEC’s website at http://www.sec.gov.

Investment Company Act File Nos.
JPMorgan Trust I
JPMorgan Trust II

 


811-21295
811-4236


©JPMorgan Chase & Co. All Rights Reserved. December 2005.

PR-MMM-1205




PROSPECTUS DECEMBER   , 2005

JPMorgan

Money Market

Funds

Premier Shares

JPMorgan Prime Money Market Fund
JPMorgan Liquid Assets Money Market Fund
JPMorgan U.S. Government Money Market Fund
JPMorgan U.S. Treasury Plus Money Market Fund
JPMorgan Federal Money Market Fund
JPMorgan 100% U.S. Treasury Securities Money Market Fund
JPMorgan Tax Free Money Market Fund
JPMorgan Municipal Money Market Fund
JPMorgan Michigan Municipal Money Market Fund
JPMorgan Ohio Municipal Money Market Fund

The Securities and Exchange Commission has
not approved or disapproved of these securities
or determined if this prospectus is truthful or
complete. Any representation to the contrary is
a criminal offense.





CONTENTS

Prime Money Market Fund
                    1   
Liquid Assets Money Market Fund
                    7   
U.S. Government Money Market Fund
                    13   
U.S. Treasury Plus Money Market Fund
                    18   
Federal Money Market Fund
                    23   
100% U.S. Treasury Securities Money Market Fund
                    28   
Tax Free Money Market Fund
                    33   
Municipal Money Market Fund
                    39   
Michigan Municipal Money Market Fund
                    45   
Ohio Municipal Money Market Fund
                    51   
The Funds’ Management and Administration
                    57   
How Your Account Works
                    60   
Buying Fund Shares
                    60   
Selling Fund Shares
                    63   
Exchanging Fund Shares
                    64   
Other Information Concerning the Funds
                    64   
Shareholder Information
                    66   
Distributions and Taxes
                    66   
Availability of Proxy Voting Record
                    6 7   
Portfolio Holdings Disclosure
                    6 7   
What the Terms Mean
                    6 8   
Financial Highlights
                    7 0   
Appendix A—Legal Proceedings and
Additional Fee and Expense Information
                    78   
How To Reach Us
                    Back cover    
 


JPMorgan
    Prime Money Market Fund

The Fund’s Objective

The Fund aims to provide the highest possible level of current income while still maintaining liquidity and preserving capital.

The Fund’s Main Investment Strategy

The Fund invests in high quality, short-term money market instruments which are issued and payable in U.S. dollars. The Fund principally invests in:

• 
  high quality commercial paper and other short-term debt securities, including floating and variable rate demand notes of U.S. and foreign corporations

• 
  debt securities issued or guaranteed by qualified U.S. and foreign banks, including certificates of deposit, time deposits and other short-term securities

• 
  securities issued or guaranteed by the U.S. government, its agencies or instrumentalities

• 
  asset-backed securities

• 
  repurchase agreements and reverse repurchase agreements

• 
  taxable municipal obligations

• 
  funding agreements issued by banks and highly rated U.S. insurance companies, such as Guaranteed Investment Contracts (GICs) and Bank Investment Contracts (BICs).

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by J.P. Morgan Investment Management Inc. (JPMIM), the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund will concentrate its investments in the banking industry. Therefore, under normal conditions, the Fund will invest at least 25% of its total assets in securities issued by companies in the banking industry. The Fund may, however invest less than 25% of its total assets in this industry if warranted due to adverse economic conditions and if investing less than 25% appears to be in the best interest of shareholders.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

JPMORGAN MONEY MARKET FUNDS


1



JPMorgan
    Prime Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Credit Risk.  The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation, and as a result the value of your investment could decline. The price and liquidity of a security can also be adversely affected as credit status deteriorates and the probability of default rises. The Fund minimizes credit risk by investing only in high-quality obligations and limiting the maturity of its investments.

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are prepaid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Government Securities Risk.  The Fund may hold the indebtedness of certain issuers identified with the U.S. government, including the well-known Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), which is not entitled to the full faith and credit of the United States. These securities are supported only by their own credit and are subject to the risk of default in the payment of interest and/or principal, like the indebtedness of private issuers.

Concentration Risk.  Because the Fund will invest a significant portion of its assets in securities of companies in the banking industry, developments affecting the banking industry will have a disproportionate impact on the Fund. These risks generally include interest rate risk, credit risk and risk associated with regulatory changes in the banking industry. The profitability of banks depends largely on the availability and cost of funds, which can change depending on economic conditions.

Foreign Securities Risk.  Investments in foreign securities may be riskier than investments in U.S. securities. Foreign securities may be affected by political, social and economic instability and may be subject to higher transaction costs and delayed settlement. There may also be less public information available about such securities.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.   Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during

JPMORGAN MONEY MARKET FUNDS


2



PROSPECTUS DECEMBER  

2005

temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


3



JPMorgan
    Prime Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Premier Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1


BEST QUARTER 3rd quarter, 2000
                    1. 5 9 %  
WORST QUARTER 3r d quarter, 2003
                    0. 17 %  
4th quarter, 2003
                         
1st quarter, 2004
                      
2nd quarter, 2004
                      
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

JPMORGAN MONEY MARKET FUNDS


4



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Premier Shares
                    1.00              2. 65              3. 97   
 

Investor Expenses for Premier Shares

The expenses of the Premier Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM PREMIER SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE    
Shareholder Service Fees
                    0.3 0   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waiver and Expense Reimbursements2
                         
Net Expenses2
                    0. 45   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year.

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the distributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Premier Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0. 45 % of its average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


5



JPMorgan
    Prime Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Premier Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Premier Shares and your actual costs may be higher or lower.
    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


6



JPMorgan
    Liquid Assets Money Market Fund
    
(formerly One Group® Prime Money Market Fund)

The Fund’s Objective

The Fund seeks current income with liquidity and stability of principal.

The Fund’s Main Investment Strategy

The Fund invests in high quality, short-term money market instruments which are issued and payable in U.S. dollars. The Fund principally invests in:

• 
  high quality commercial paper and other short-term debt securities, including floating and variable rate demand notes of U.S. and foreign corporations

• 
  debt securities issued or guaranteed by qualified U.S. and foreign banks, including certificates of deposit, time deposits and other short-term securities

• 
  securities issued or guaranteed by the U.S. government, its agencies or instrumentalities

• 
  asset-backed securities

• 
  repurchase agreements and reverse repurchase agreements

• 
  taxable municipal obligations

• 
  funding agreements issued by banks and highly rated U.S. insurance companies, such as GICs and BICs.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMorgan Investment Advisors Inc. (JPMIA), the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund will concentrate its investments in the financial services industry, including asset-backed commercial paper programs. Therefore, under normal conditions, the Fund will invest at least 25% of its total assets in securities issued by companies in the financial services industry, which includes banks, broker-dealers, finance companies and other issuers of asset-backed securities. The Fund may, however invest less than 25% of its total assets in this industry if warranted due to adverse economic conditions and if investing less than 25% appears to be in the best interest of shareholders.

The Fund may engage in securities lending in order to generate additional income. The Fund may loan up to 33-1/3% of its total assets, provided such loans are collateralized by securities issued by the U.S. government or its agencies and instrumentalities or by cash.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.

JPMORGAN MONEY MARKET FUNDS


7



JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Credit Risk.  The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation, and as a result the value of your investment could decline. The price and liquidity of a security can also be adversely affected as credit status deteriorates and the probability of default rises. The Fund minimizes credit risk by investing only in high-quality obligations and limiting the maturity of its investments.

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are prepaid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Government Securities Risk.  The Fund may hold the indebtedness of certain issuers identified with the U.S. government, including the well-known Fannie Mae and Freddie Mac, which is not entitled to the full faith and credit of the United States. These securities are supported only by their own credit and are subject to the risk of default in the payment of interest and/or principal, like the indebtedness of private issuers.

Securities Lending Risk.  The Fund may lend securities, which involves the risk that the loaned securities may not be returned if the borrower or the lending agent defaults. The collateral is also subject to the risks of the securities in which it is invested. The risk of securities lending is reduced, however, by the following policies:

• 
  JPMIA maintains a list of approved borrowers, which it believes to present low credit risk;

• 
  The Fund receives collateral equal to at least 100% of the current value of the securities loaned plus accrued interest;

• 
  The lending agent indemnifies the Fund against borrower default;

• 
  JPMIA’s collateral investment guidelines limit the quality and duration of collateral investment to minimize losses; and

• 
  Upon recall, the borrower must return the securities loaned within the normal settlement period.

Concentration Risk.  Because the Fund will invest a significant portion of its assets in securities of companies in the financial services industry, developments affecting the financial services industry will have a disproportionate impact on the Fund. These risks generally include interest rate risk, credit risk and risk associated with regulatory changes in the financial services industry. In addition, financial

JPMORGAN MONEY MARKET FUNDS


8



PROSPECTUS DECEMBER  

2005


services companies are highly dependent on the supply of short-term financing.

Foreign Securities Risk.  Investments in foreign securities may be riskier than investments in U.S. securities. Foreign securities may be affected by political, social and economic instability and may be subject to higher transaction costs and delayed settlement. There may also be less public information available about such securities.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.   Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


9



JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Premier Shares had not com menced operations as of December 31, 2004, the bar chart shows how the performance of the Fund’s Investor Shares (formerly Class I Shares), the original class offered, has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1


BEST QUARTER 4th quarter, 2000
                    1. 56 %  
WORST QUARTER 1st quarter, 200 4
                    0. 16 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

2
  As of December 31, 2004, the Premier Shares had not commenced operations. The performance shown is that of the Investor Shares, the original class offered, whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securi ties, and the returns would differ only to the extent that the classes have different expenses.

JPMORGAN MONEY MARKET FUNDS


10



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Investor Shares 1
                    0. 96              2.60              3. 95   
 

1
  As of December 31, 2004, the Premier Shares had not commenced operations. The performance shown is that of the Investor Shares, the original class offered, whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securi ties, and the returns would differ only to the extent that the classes have different expenses.

Investor Expenses for Premier Shares

The expenses of the Premier Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM PREMIER SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE    
Shareholder Service Fees
                    0.3 0   
Other Expenses1
                    0.14   
Total Annual Operating Expenses
                    0.52   
Fee Waiver and Expense Reimbursements2
                    (0.07 )  
Net Expenses2
                    0. 45   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year.

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Premier Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0. 45 % of its average daily net assets from 2/19/05 through 1 2 /31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


11



JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Premier Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 1 2 /31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Premier Shares and your actual costs may be higher or lower.
    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                    46               159               283               645    
 

JPMORGAN MONEY MARKET FUNDS


12



JPMorgan
    U.S. Government Money Market Fund
    
(formerly One Group® Government Money Market Fund)

The Fund’s Objective

The Fund seeks high current income with liquidity and stability of principal.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests its assets exclusively in:

• 
  short-term debt securities issued or guaranteed by the U.S. government, or by U.S. government agencies or instrumentalities

• 
  short-term repurchase agreements fully collateralized by U.S. Treasury and U.S. government securities

• 
  [other money market funds that invest exclusively in U.S. government securities] and repurchase agreements collateralized by such securities.

The interest on these securities is generally exempt from state and local income taxes.

If the Fund decides to invest in other types of securities, shareholders will be given 60 days advance notice.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund may engage in securities lending in order to generate additional income. The Fund may loan up to 33-1/3% of its total assets, provided such loans are collateralized by securities issued by the U.S. government or its agencies and instrumentalities or by cash.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

JPMORGAN MONEY MARKET FUNDS


13



JPMorgan
    U.S. Government Money Market Fund

CONTINUED

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are prepaid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Government Securities Risk.  The Fund may hold the indebtedness of certain issuers identified with the U.S. government, including the well-known Fannie Mae and Freddie Mac, which is not entitled to the full faith and credit of the United States. These securities are supported only by their own credit and are subject to the risk of default in the payment of interest and/or principal, like the indebtedness of private issuers.

Securities Lending Risk.  The Fund may lend securities, which involves the risk that the loaned securities may not be returned if the borrower or the lending agent defaults. The collateral is also subject to the risks of the securities in which it is invested. The risk of securities lending is reduced, however, by the following policies:

• 
  JPMIA maintains a list of approved borrowers, which it believes to present low credit risk;

• 
  The Fund receives collateral equal to at least 100% of the current value of the securities loaned plus accrued interest;

• 
  The lending agent indemnifies the Fund against borrower default;

• 
  JPMIA’s collateral investment guidelines limit the quality and duration of collateral investment to minimize losses; and

• 
  Upon recall, the borrower must return the securities loaned within the normal settlement period.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.   Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


14



PROSPECTUS DECEMBER  

2005

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. T he bar chart shows how the performance of the Fund’s Premier Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 4th quarter, 2000
                    1. 58 %  
WORST QUARTER 2nd quarter, 2004
                    0. 18 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

2
  Historical performance shown for Premier Shares prior to its inception on 4/10/00 is based on the performance of Capital Shares, the original class offered. Prior class perfor mance has been adjusted to reflect the differ ences in expenses between classes.

JPMORGAN MONEY MARKET FUNDS


15



JPMorgan
    U.S. Government Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Premier Shares1
                    1. 01              2. 64              3.93   
 
1
  Historical performance shown for Premier Shares prior to its inception on 4/10/00 is based on the performance of Capital Shares, the original class offered. Prior class perfor mance has been adjusted to reflect the differ ences in expenses between classes.

Investor Expenses for Premier Shares

The expenses of the Premier Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM PREMIER SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE   
Shareholder Service Fees
                    0.3 0   
Other Expenses1
                    0.10   
Total Annual Operating Expenses
                    0.48   
Fee Waiver and Expense Reimbursements2
                    (0.03 )  
Net Expenses2
                    0. 45   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Premier Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0. 39 % of its average daily net assets from 2/19/05 through 2/19 /06 after which they have contractually agreed to limit total annual fund operating expenses to 0. 45 % of the average daily net assets of the Premier Shares through 12/31 /06. The expense limitation in place for the Fund only through February 19, 2006 is not reflected in the table above or the examples below. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


16



PROSPECTUS DECEMBER  

2005

Example

The example below is intended to help you compare the cost of investing in the Premier Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12 /31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Premier Shares and your actual costs may be higher or lower.

    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                    46               151               265               601    
 

JPMORGAN MONEY MARKET FUNDS


17



JPMorgan
    U.S. Treasury Plus Money Market Fund
    
(formerly One Group® U.S. Treasury Securities Money Market Fund)

The Fund’s Objective

The Fund seeks current income with liquidity and stability of principal.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests its assets exclusively in:

• 
  obligations of the U.S. Treasury, including Treasury bills, bonds and notes and other obligations issued or guaranteed by the U.S. Treasury

• 
  repurchase agreements fully collateralized by U.S. Treasury securities.

The debt securities described above carry different interest rates, maturities and issue dates.

The interest on these securities is generally exempt from state and local income taxes.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities and issue dates.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

JPMORGAN MONEY MARKET FUNDS


18



PROSPECTUS DECEMBER  

2005

Risk Associated with the Fund Holding Cash.   Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


19



JPMorgan
    U.S. Treasury Plus Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Premier Shares had not com menced operations as of December 31, 2004, the bar chart shows how the performance of the Fund’s Investor Shares (formerly Class I Shares), the original class offered, has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 4th quarter, 2000
                    1. 52 %  
WORST QUARTER 2nd quarter, 2004
                    0. 13 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

2
  As of December 31, 2004, the Premier Shares had not commenced operations. The performance shown is that of the Investor Shares, the original class offered, whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securi ties, and the returns would differ only to the extent that the classes have different expenses.

JPMORGAN MONEY MARKET FUNDS


20



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Investor Shares 1
                    0. 8 3              2.42              3.75   
 
1
  As of December 31, 2004, the Premier Shares had not commenced operations. The performance shown is that of the Investor Shares, the original class offered, whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securi ties, and the returns would differ only to the extent that the classes have different expenses.

Investor Expenses for Premier Shares

The expenses of the Premier Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM PREMIER SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE   
Shareholder Service Fees
                    0.3 0   
Other Expenses1
                    0.09   
Total Annual Operating Expenses
                    0.47   
Fee Waiver and Expense Reimbursements2
                    (0.02 )  
Net Expenses2
                    0. 45   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Premier Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0. 45 % of its average daily net assets from 2/19/05 through 12 /31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


21



JPMorgan
    U.S. Treasury Plus Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Premier Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12 /31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Premier Shares and your actual costs may be higher or lower.
    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                    46               151               265               601    
 
    

JPMORGAN MONEY MARKET FUNDS


22



JPMorgan
    Federal Money Market Fund

The Fund’s Objective

The Fund aims to provide current income while still preserving capital and maintaining liquidity.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests its assets exclusively in:

• 
  obligations of the U.S. Treasury, including Treasury bills, bonds and notes and

• 
  debt securities that certain U.S. government agencies or instrumentalities have either issued or guaranteed as to principal and interest.

The interest on these securities is generally exempt from state and local income taxes.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured by or guaranteed the FDIC, the Federal Reserve Board or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are prepaid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

JPMORGAN MONEY MARKET FUNDS


23



JPMorgan
    Federal Money Market Fund

CONTINUED

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.   Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


24



PROSPECTUS DECEMBER  

2005

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Premier Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1


BEST QUARTER 4th quarter, 2000
                    1. 53 %  
WORST QUARTER 3rd quarter, 200 3
                    0. 15 %  
4th quarter, 2003
                      
1st quarter, 2004
                      
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

JPMORGAN MONEY MARKET FUNDS


25



JPMorgan
    Federal Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Premier Shares
                    0. 92              2. 53              3. 80   
 

Investor Expenses for Premier Shares

The expenses of the Premier Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM PREMIER SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE   
Shareholder Service Fees
                    0.3 0   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waiver and Expense Reimbursements2
                         
Net Expenses2
                    0. 45   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses have been restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the distributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Morgan Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0. 45 % of its average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


26



PROSPECTUS DECEMBER  

2005

Example

The example below is intended to help you compare the cost of investing in the Premier Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Premier Shares and your actual costs may be higher or lower.

    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


27



JPMorgan
    100% U.S. Treasury Securities Money Market Fund

The Fund’s Objective

The Fund aims to provide the highest possible level of current income while still maintaining liquidity and providing maximum safety of principal.

The Fund’s Main Investment Strategy

The Fund invests its assets exclusively in obligations of the U.S. Treasury, including Treasury bills, bonds and notes.

These investments carry different interest rates, maturities and issue dates. The interest on these securities is generally exempt from state and local income taxes. The Fund does not buy securities issued or guaranteed by agencies of the U.S. government.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 9 0 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund will only buy securities that present minimal credit risk.

The Fund may engage in securities lending in order to generate additional income. The Fund may loan up to 33-1/3% of its total assets, provided such loans are collateralized by securities issued by the U.S. Treasury or in other limited instances, by cash.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities and issue dates.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

JPMORGAN MONEY MARKET FUNDS


28



PROSPECTUS DECEMBER  

2005

Securities Lending Risk.  The Fund may lend securities, which involves the risk that the loaned securities may not be returned if the borrower or the lending agent defaults. The risk of securities lending is reduced, however, by the following policies:

• 
  JPMIM maintains a list of approved borrowers, which it believes to present low credit risk;

• 
  The Fund receives collateral equal to at least 100% of the current value of the securities loaned plus accrued interest;

• 
  The lending agent indemnifies the Fund against borrower default; and

• 
  Upon recall, the borrower must return the securities loaned within the normal settlement period.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.  Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high-quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


29



JPMorgan
    100% U.S. Treasury Securities Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Premier Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 4th quarter, 2000
                    1.4 9 %  
WORST QUARTER 3rd quarter, 2003
                    0.1 4 %  
4th quarter, 2003
                      
1st quarter, 2004
                      
2nd quarter, 2004
                         
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

2
  Historical performance shown for Premier Shares prior to its inception on 6/3/96 is based on the performance of Morgan Shares. Returns for the period 1/1/95 through 5/3/96 is based on the performance of the Fund’s predecessor, the Hanover 100% Treasury Securities Money Market Fund.

JPMORGAN MONEY MARKET FUNDS


30



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Premier Shares1
                    0. 82              2. 38              3. 60   
 
1
  Historical performance shown for Premier Shares prior to its inception on [ 6/3/96 ] is based on the performance of Morgan Shares. Returns for the period 1/1/95 through [ 5/3/96 ] is based on the performance of the Fund’s predecessor, the Hanover 100% Treasury Securities Money Market Fund.

Investor Expenses for Premier Shares

The expenses of the Premier Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM PREMIER SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE   
Shareholder Service Fees
                    0.3 0   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waivers and Expense Reimbursements2
                         
Net Expenses2
                    0. 45   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses have been restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the distributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Premier Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0. 39 % of its average daily net assets from 2/19/05 through 2/19 /06 after which they have contractually agreed to limit total annual fund operating expenses to 0. 45 % of the average daily net assets of the Premier Shares through 12/31 /06. The expense limitation in place for the Fund only through February 19, 2006 is not reflected in the table above or examples below. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


31



JPMorgan
    100% U.S. Treasury Securities Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Premier Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Premier Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


32



JPMorgan
    Tax Free Money Market Fund

The Fund’s Objective

The Fund aims to provide the highest possible level of current income which is excluded from gross income, while still preserving capital and maintaining liquidity.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund will try to invest its assets exclusively in municipal obligations, the interest on which is excluded from federal income taxes.

As a fundamental policy, the Fund will invest at least 80% of the value of its Assets in municipal obligations. For purposes of this policy, “Assets” means net assets, plus the amount of borrowings for investment purposes.

Municipal obligations are securities that:

• 
  are issued by or on behalf of states, territories and possessions of the United States, including the District of Columbia, and their respective authorities, agencies and other groups with authority to act for the municipalities; and

• 
  are short-term money market instruments such as private activity and industrial development bonds, tax anticipation notes, municipal lease obligations and participations in pools of municipal obligations.

The Fund will only purchase municipal obligations if the issuer receives assurances from legal counsel that the interest payable on the securities is exempt from federal income tax.

The remaining 20% of the Fund’s Assets may be invested in securities subject to federal income tax or the federal alternative minimum tax for individuals. The Fund may exceed this 20% limit for temporary defensive purposes.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMIM, the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

JPMORGAN MONEY MARKET FUNDS


33



JPMorgan
    Tax Free Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Municipal Obligations Risk.  Municipal obligations are subject to the following risks:

• 
  Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. A number of municipalities have had significant financial problems recently. This could decrease the Fund’s income or hurt the ability to preserve capital and liquidity.

• 
  Under some circumstances, municipal obligations might not pay interest unless the state legislature or municipality authorizes money for that purpose. Some securities, including municipal lease obligations, carry additional risks. For example, they may be difficult to trade or interest payments may be tied only to a specific stream of revenue.

• 
  Since some municipal obligations may be secured or guaranteed by banks or other financial institutions, the risk to the Fund could increase if the credit quality of the financial institution providing the backing declines or the banking or financial sector suffers an economic downturn. In addition, to the extent that the financial institutions securing the municipal obligations are located outside the U.S., these securities could be riskier than those backed by U.S. institutions because of possible political, social or economic instability, higher transaction costs and possible delayed settlement.

Tax Risk.  The Fund may invest in securities whose interest is subject to federal income tax or the federal alternative minimum tax. Consult your tax professional for more information.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.  Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective and may produce taxable income.
    

JPMORGAN MONEY MARKET FUNDS


34



PROSPECTUS DECEMBER  

2005

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance
• 
  are investing through a tax-deferred account, such as an IRA

JPMORGAN MONEY MARKET FUNDS


35



JPMorgan
    Tax Free Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Premier Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1


BEST QUARTER 4th quarter, 2000
                    0.9 8 %  
WORST QUARTER 3rd quarter, 2003
                    0. 13 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

JPMORGAN MONEY MARKET FUNDS


36



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Premier Shares
                    0. 80              1. 75              2. 43   
 

Investor Expenses for Premier Shares

The expenses of the Premier Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM PREMIER SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE   
Shareholder Service Fees
                    0.3 0   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waivers and Expense Reimbursements2
                         
Net Expenses2
                    0. 45   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses have been restated to reflect several new fee arrangements with fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the distributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Premier Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0. 45 % of its average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


37



JPMorgan
    Tax Free Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Premier Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Premier Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


38



JPMorgan
    Municipal Money Market Fund
    
(formerly One Group® Municipal Money Market Fund)

The Fund’s Objective

The Fund seeks as high a level of current interest income exempt from federal income tax as is consistent with liquidity and stability of principal.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests primarily in municipal obligations, the interest on which is excluded from regular federal income taxes.

As a fundamental policy, the Fund will invest at least 80% of its net assets in such securities . For purposes of this policy, the Fund’s net assets include borrowings by the Fund for investment purposes.

Municipal obligations are securities that:

• 
  are issued by or on behalf of states, territories and possessions of the United States, including the District of Columbia, and their respective authorities, agencies and other groups with authority to act for the municipalities; and

• 
  are short-term money market instruments such as private activity and industrial development bonds, tax anticipation notes, municipal lease obligations and participations in pools of municipal obligations.

The Fund will only purchase municipal obligations if the issuer receives assurances from legal counsel that the interest payable on the securities is exempt from federal income tax.

The Fund may invest up to all of its assets in municipal obligations that produce income subject to the federal alternative minimum tax .

Up to 20% of the Fund’s remaining assets may be invested in securities subject to federal income tax, such as taxable money market instruments or repurchase agreements.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMIA, the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

JPMORGAN MONEY MARKET FUNDS


39



JPMorgan
    Municipal Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Municipal Obligations Risk.  Municipal obligations are subject to the following risks:

• 
  Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. A number of municipalities have had significant financial problems recently. This could decrease the Fund’s income or hurt the ability to preserve capital and liquidity.

• 
  Under some circumstances, municipal obligations might not pay interest unless the state legislature or municipality authorizes money for that purpose. Some securities, including municipal lease obligations, carry additional risks. For example, they may be difficult to trade or interest payments may be tied only to a specific stream of revenue.

• 
  Since some municipal obligations may be secured or guaranteed by banks or other financial institutions, the risk to the Fund could increase if the credit quality of the financial institution providing the backing declines or the banking or financial sector suffers an economic downturn. In addition, to the extent that the financial institutions securing the municipal obligations are located outside the U.S., these securities could be riskier than those backed by U.S. institutions because of possible political, social or economic instability, higher transaction costs and possible delayed settlement.

Tax Risk.  The Fund may invest in securities whose interest is subject to federal income tax or the federal alternative minimum tax. Consult your tax professional for more information.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.  Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective and may produce taxable income.
    

JPMORGAN MONEY MARKET FUNDS


40



PROSPECTUS DECEMBER  

2005

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  are looking for income that is not taxable
• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
•  
  are investing for high income
• 
  require the added security of FDIC insurance
• 
  are investing through a tax-deferred account, such as an IRA

JPMORGAN MONEY MARKET FUNDS


41



JPMorgan
    Municipal Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. T he bar chart shows how the performance of the Fund’s Premier Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1


BEST QUARTER 4th quarter, 2000
                    0.99 %  
WORST QUARTER 3rd quarter, 2003
                    0.13 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

JPMORGAN MONEY MARKET FUNDS


42



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Premier Shares
                    0.84              1.76              2.49   
 

Investor Expenses for Premier Shares

The expenses of the Premier Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM PREMIER ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE   
Shareholder Service Fees
                    0.3 0   
Other Expenses1
                    0.10   
Total Annual Operating Expenses
                    0.48   
Fee Waivers and Expense Reimbursements2
                    (0.03 )  
Net Expenses2
                    0. 45   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Premier Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0. 45 % of their average daily net assets from 2/19/05 through 12 /31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


43



JPMorgan
    Municipal Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Premier Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12 /31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual return of the Premier Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                    46               151               265               601    
 

JPMORGAN MONEY MARKET FUNDS


44



JPMorgan
    Michigan Municipal Money Market Fund
    
(formerly One Group® Michigan Municipal Money Market Fund)

The Fund’s Objective

The Fund seeks as high a level of current interest income exempt from federal income tax and Michigan personal income tax as is consistent with capital preservation and stability of principal.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests primarily in municipal obligations, the income from which is exempt from both federal income tax and Michigan personal income tax. As a fundamental policy, the Fund will invest at least 80% of its total assets in such securities. Municipal obligations in which the Fund may invest are securities that:

• 
  are issued by the State of Michigan, its political subdivisions, authorities, and agencies, as well as by Puerto Rico, other U.S. territories and their political subdivisions; and

• 
  are short-term money market instruments, such as private activity and industrial development bonds, tax anticipation notes, municipal lease obligations and participations in pools of municipal obligations.

The Fund will only purchase municipal obligations if the issuer receives assurances from legal counsel that the interest payable on the securities is exempt from federal income tax and Michigan personal income tax.

The Fund may invest up to all of its assets in municipal obligations that produce income subject to the federal alternative minimum tax .

Up to 20% of the Fund’s remaining assets may be invested in non-Michigan municipal obligations, which may produce interest exempt only from federal income tax, or in securities subject to federal income tax, such as taxable money market instruments or repurchase agreements. For temporary defensive purposes, the Fund has the ability to invest up to all of its assets in non-Michigan municipal obligations that produce income that may be subject to the federal alternative minimum tax.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMIA, the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.
    

JPMORGAN MONEY MARKET FUNDS


45



JPMorgan
    Michigan Municipal Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Risk of Michigan Obligations.  The Fund will be particularly susceptible to difficulties affecting Michigan and its municipalities.

Municipal Obligations Risk.  Municipal obligations are subject to the following risks:

• 
  Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. A number of municipalities have had significant financial problems recently. This could decrease the Fund’s income or hurt the ability to preserve capital and liquidity.

• 
  Under some circumstances, municipal obligations might not pay interest unless the state legislature or municipality authorizes money for that purpose. Some securities, including municipal lease obligations, carry additional risks. For example, they may be difficult to trade or interest payments may be tied only to a specific stream of revenue.

• 
  Since some municipal obligations may be secured or guaranteed by banks or other financial institutions, the risk to the Fund could increase if the credit quality of the financial institution providing the backing declines or the banking or financial sector suffers an economic downturn. In addition, to the extent that the financial institutions securing the municipal obligations are located outside the U.S., these securities could be riskier than those backed by U.S. institutions because of possible political, social or economic instability, higher transaction costs and possible delayed settlement.

Diversification Risk.  As a single state money market fund, the Fund is less diversified than other money market funds. This is because a single state fund is allowed by SEC rules to invest a significantly greater portion of its assets in one issuer. Because of these rules and the relatively small number of issuers of a particular state’s municipal securities, the Fund’s performance is more affected by the success of one or a few issuers than is the performance of a more diversified fund.

Tax Risk.  The Fund may invest in securities whose interest is subject to federal income tax, the federal alternative minimum tax or Michigan personal income taxes. Consult your tax professional for more information.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.   Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

JPMORGAN MONEY MARKET FUNDS


46



PROSPECTUS DECEMBER  

2005

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective and may produce taxable income.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  are looking for income that is not taxable by the United States or by the State of Michigan
• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
•  
  are investing for high income
• 
  require the added security of FDIC insurance
• 
  are investing through a tax-deferred account, such as an IRA

JPMORGAN MONEY MARKET FUNDS


47



JPMorgan
    Michigan Municipal Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. T he bar chart shows how the performance of the Fund’s Premier Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 4th quarter, 2000
                    0.98 %  
WORST QUARTER 3rd quarter, 2003
                    0.12 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

2
  Historical p erformance data includes the performance of the Pegasus Michigan Municipal Money Market Fund for the period before it was consolidated with the Fund on March 22, 1999. Historical performance shown for Premier Shares prior to 3/30/96 is based on the performance of Reserve Shares, the original class offered. Prior class performance has not been adjusted to reflect the differences in expenses between classes.

JPMORGAN MONEY MARKET FUNDS


48



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Premier Shares1
                    0.79              1.71              2.40   
 
1
  Historical p erformance data includes the performance of the Pegasus Michigan Municipal Money Market Fund for the period before it was consolidated with the Fund on March 22, 1999. Historical performance shown for Premier Shares prior to 3/30/96 is based on the performance of Reserve Shares, the original class offered. Prior class performance has not been adjusted to reflect the differences in expenses between classes.

Investor Expenses for Premier Shares

The expenses of the Premier Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM PREMIER SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE   
Shareholder Service Fees
                    0.3 0   
Other Expenses1
                    0.15   
Total Annual Operating Expenses
                    0.53   
Fee Waivers and Expense Reimbursements2
                    (0.08 )  
Net Expenses2
                    0. 45   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Premier Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0. 45 % of their average daily net assets from 2/19/05 through 12 /31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


49



JPMorgan
    Michigan Municipal Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Premier Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12 /31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual return of the Premier Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                    46               161               288               657    
 

JPMORGAN MONEY MARKET FUNDS


50



JPMorgan
    Ohio Municipal Money Market Fund
    
(formerly One Group® Ohio Municipal Money Market Fund)

The Fund’s Objective

The Fund seeks as high a level of current interest income exempt from federal income tax and Ohio personal income tax as is consistent with capital preservation and stability of principal.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests primarily in municipal obligations, the income from which is exempt from both federal income tax and Ohio personal income tax. As a fundamental policy, the Fund will invest at least 80% of its total assets in such securities. Municipal obligations in which the Fund may invest are securities that:

• 
  are issued by the State of Ohio, its political subdivisions, authorities, and agencies, as well as by Puerto Rico, other U.S. territories and their political subdivisions; and

• 
  are short-term money market instruments, such as private activity and industrial development bonds, tax anticipation notes, municipal lease obligations and participations in pools of municipal obligations.

The Fund will only purchase municipal obligations if the issuer receives assurances from legal counsel that the interest payable on the securities is exempt from federal income tax and Ohio personal income tax.

The Fund may invest up to all of its assets in municipal obligations that produce income subject to the federal alternative minimum tax .

Up to 20% of the Fund’s remaining assets may be invested in non-Ohio municipal obligations, which may produce interest exempt only from federal income tax, or in securities subject to federal income tax, such as taxable money market instruments or repurchase agreements. For temporary defensive purposes, the Fund has the ability to invest up to all of its assets in non-Ohio municipal obligations that produce income that may be subject to the federal alternative minimum tax.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMIA, the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.
    

JPMORGAN MONEY MARKET FUNDS


51



JPMorgan
    Ohio Municipal Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Risk of Ohio Obligations.  The Fund will be particularly susceptible to difficulties affecting Ohio and its municipalities.

Municipal Obligations Risk.  Municipal obligations are subject to the following risks:

• 
  Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. A number of municipalities have had significant financial problems recently. This could decrease the Fund’s income or hurt the ability to preserve capital and liquidity.

• 
  Under some circumstances, municipal obligations might not pay interest unless the state legislature or municipality authorizes money for that purpose. Some securities, including municipal lease obligations, carry additional risks. For example, they may be difficult to trade or interest payments may be tied only to a specific stream of revenue.

• 
  Since some municipal obligations may be secured or guaranteed by banks or other financial institutions, the risk to the Fund could increase if the credit quality of the financial institution providing the backing declines or the banking or financial sector suffers an economic downturn. In addition, to the extent that the financial institutions securing the municipal obligations are located outside the U.S., these securities could be riskier than those backed by U.S. institutions because of possible political, social or economic instability, higher transaction costs and possible delayed settlement.

Diversification Risk.  As a single state money market fund, the Fund is less diversified than other money market funds. This is because a single state fund is allowed by SEC rules to invest a significantly greater portion of its assets in one issuer. Because of these rules and the relatively small number of issuers of a particular state’s municipal securities, the Fund’s performance is more affected by the success of one or a few issuers than is the performance of a more diversified fund.

Tax Risk.  The Fund may invest in securities whose interest is subject to federal income tax, the federal alternative minimum tax or Ohio personal income taxes. Consult your tax professional for more information.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.  Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

JPMORGAN MONEY MARKET FUNDS


52



PROSPECTUS DECEMBER  

2005

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective and may produce taxable income.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  are looking for income that is not taxable by the United States or by the State of Ohio
• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
•  
  are investing for high income
• 
  require the added security of FDIC insurance
• 
  are investing through a tax-deferred account, such as an IRA

JPMORGAN MONEY MARKET FUNDS


53



JPMorgan
    Ohio Municipal Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. T he bar chart shows how the performance of the Fund’s Premier Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1


BEST QUARTER 4th quarter, 2000
                    0.97 %  
WORST QUARTER 3rd quarter, 2003
                    0.11 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

JPMORGAN MONEY MARKET FUNDS


54



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Premier Shares
                    0.80              1.71              2.46   
 

Investor Expenses for Premier Shares

The expenses of the Premier Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM PREMIER SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE   
Shareholder Service Fees
                    0.3 0   
Other Expenses1
                    0.15   
Total Annual Operating Expenses
                    0.53   
Fee Waivers and Expense Reimbursements2
                    (0.08 )  
Net Expenses2
                    0. 45   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with fund service providers which were implemented during the last fiscal year.

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Premier Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0. 45 % of their average daily net assets from 2/19/05 through 12 /31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


55



JPMorgan
    Ohio Municipal Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Premier Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 10 /31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual return of the Premier Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                    46               161               288               657    
 

JPMORGAN MONEY MARKET FUNDS


56



The Funds’ Management and Administration

The following Funds are series of JPMorgan Trust I (JPMTI), a Delaware statutory trust:

• 
  Prime Money Market Fund

• 
  Federal Money Market Fund

• 
  100% U.S. Treasury Securities Money Market Fund

• 
  Tax Free Money Market Fund

Collectively, these are the JPMTI Funds.

The following Funds are series of JPMorgan Trust II (JPMTII), a Delaware statutory trust:

• 
  Liquid Assets Money Market Fund

• 
  U.S. Government Money Market Fund

• 
  U.S. Treasury Plus Money Market Fund

• 
  Municipal Money Market Fund

• 
  Michigan Municipal Money Market Fund

• 
  Ohio Municipal Money Market Fund

Collectively these are the JPMTII Funds.

The trustees of each trust are responsible for overseeing all business activities.

Each of the Funds operates in a multiple class structure. A multiple class fund is an open-end investment company that issues two or more classes of shares representing interests in the same investment portfolio.

Each class in a multiple class fund can set its own transaction minimums and may vary with respect to expenses for distribution, administration and shareholder services. This means that one class could offer access to a Fund on different terms, and thus would experience different performance, than another class. Certain classes may be more appropriate for a particular investor.

Each Fund may also issue other classes of shares that have different expense levels and performance and different requirements for who may invest. Call 1-800-480-4111 to obtain more information concerning all of the Funds’ other share classes. A Financial Intermediary (as described below) who receives compensation for selling Fund shares may receive a different amount of compensation for sales of different classes of shares.

The Funds’ Investment Advisers

JPMIM and JPMIA each act as investment adviser to several of the Funds and each makes day-to-day investment decisions for the Funds, which it advises. JPMIM is the investment adviser to the JPMTI Funds, and JPMIA (formerly known as Banc One Investment Advisors Corporation) is the investment adviser to the JPMTII Funds.

JPMIM is a wholly-owned subsidiary of J.P. Morgan Fleming Asset Management Holdings, Inc., which is a wholly-owned subsidiary of JPMorgan Chase & Co. (JPMorgan Chase), a bank holding company. JPMIA is an indirect, wholly-owned subsidiary of JPMorgan Chase.

During the most recent fiscal year ended 8/31/05, JPMIM was paid management fees (net of waivers, if any), as shown below, as a percentage of average daily net assets:

FUND
 
         %
 
Prime Money Market Fund
              
 
Federal Money Market Fund
              
 
100% U.S. Treasury Securities
Money Market Fund
              
 
Tax Free Money Market Fund
              
 
 

JPMORGAN MONEY MARKET FUNDS


57



The Funds’ Management and Administration

CONTINUED

During the most recent fiscal year ended 6/30/05, JPMIA was paid management fees (net of waivers, if any), as shown below, as a percentage of average daily net assets:

FUND
 
         %
 
Liquid Assets Money Market Fund
              
0.16
U.S. Government Money Market Fund
              
0.06
U.S. Treasury Plus Money Market Fund
              
0.14
Municipal Money Market Fund
              
0.20
Michigan Municipal Money Market Fund
              
0.20
Ohio Municipal Money Market Fund
              
0.19
 

Effective 2/19/05, the management fees for all the Funds was 0.08%.

A discussion of the basis the Board of Trust ees of JPMTI used in reapproving the invest ment advisory for the JPMTI Funds is avail able in the annual report for the year ended August 31, 2005. A similar discussion is avail able for the JPMTII Funds in the SAI for those Funds.

A discussion of the basis the Board of Trustees of JPMTI used in reapproving the investment advisory for the JPMTI Funds is available in the annual report for the year ended August 31, 2005. A discussion for the JPMTII Funds is available in the SAI for those Funds.

The Funds’ Administrator

JPMorgan Funds Management, Inc. (the Administrator) provides administrative services and oversees each Fund’s other service providers. The Administrator receives a pro-rata portion of the following annual fee on behalf of each Fund for administrative services: 0.10% of the first $100 billion of average daily net assets of all money market funds in the JPMorgan Funds Complex and 0.05% of average daily net assets over $100 billion.

The Funds’ Shareholder Servicing Agent

The Trust, on behalf of the Funds, has entered into a shareholder servicing agreement with JPMorgan Distribution Services, Inc. (JPMDS) under which JPMDS has agreed to provide certain support services to the Funds’ shareholders. For performing these services, JPMDS, as shareholder servicing agent, receives an annual fee of 0.3 0 % of the average daily net assets of Premier Shares of each Fund . JPMDS may enter into service agreements with Financial Intermediaries under which it will pay all or a portion of the annual fees described above to such entities for performing shareholder and administrative services. The amount payable for “service fees” (as defined by the NASD) does not exceed 0.25% of the average annual net assets attributable to the Premier Shares of each Fund.

The Funds’ Distributor

JPMDS (the Distributor) is the distributor for the Funds. The Distributor is an affiliate of JPMIM, JPMIA and the Administrator.

Additional Compensation to Financial Intermediaries

JPMIM, JPMIA, JPMDS and, from time to time, other affiliates of JPMorgan Chase may, at their own expense and out of their own legitimate profits, provide additional cash payments to Financial Intermediaries who sell shares of the JPMorgan Funds. For this purpose, Financial Intermediaries include financial advisors, investment advisers, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others, including various affiliates of JPMorgan Chase, that have entered into agreements with the Distributor. These additional cash payments are payments over and above the shareholder servicing fees which are disclosed elsewhere in this prospectus. These additional cash payments are generally made to Financial Intermediaries that provide shareholder or administrative services or marketing support. Marketing support may include access to sales meetings, sales representatives and Financial Intermediary management representatives, inclusion of the JPMorgan Funds on a sales list, including a preferred or

JPMORGAN MONEY MARKET FUNDS


58



PROSPECTUS DECEMBER  

2005


select sales list, or other sales programs. These additional cash payments also may be made as an expense reimbursement in cases where the Financial Intermediary provides shareholder services to JPMorgan Fund shareholders. JPMIM, JPMIA and JPMDS may also pay cash compensation in the form of finders’ fees that vary depending on the JPMorgan Fund and the dollar amount of shares sold.

JPMORGAN MONEY MARKET FUNDS


59



How Your Account Works

BUYING FUND SHARES

You do not pay any sales charge (sometimes called a load) when you buy Premier Shares of these Funds.

The price you pay for your shares is the net asset value (NAV) per share of the class. NAV is the value of everything a class of a Fund owns, minus everything the class owes, divided by the number of shares of that class held by investors. The Funds seek to maintain a stable NAV per share of $1.00. Each Fund uses the amortized cost method to value its portfolio of securities. This method provides more stability in valuations. However, it may also result in periods during which the stated value of a security is different than the price the Fund would receive if it sold the investment.

The NAV of each class of shares is generally calculated as of the cut-off time each day the Funds are accepting orders. You will pay the next NAV per share calculated after JPMorgan Funds Services accepts your order.

Premier Shares may be purchased by the general public.

You may purchase Fund shares through your Financial Intermediary. Financial Intermediaries may include financial advisors, investment advisers, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others, including various affiliates of JPMorgan Chase, that have entered into agreements with JPMDS as Distributor and/or shareholder servicing agent. Shares purchased this way will typically be held for you by the Financial Intermediary. You may also purchase s hares directly from JPMorgan Funds Services.

Shares are available on any business day that the Federal Reserve Bank of New York (Federal Reserve) and the New York Stock Exchange (NYSE) are open, except the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day.

The Funds may close earlier a few days each year when the Bond Market Association recommends that the securities markets close trading early.

On occasion, the NYSE closes before 4:00 p.m. Eastern Time (ET). When the NYSE closes before a Fund’s cut-off time, purchase orders accepted by the Fund after the NYSE closes will be effective the following business day. Each Fund, however, may elect to remain open following an early close of the NYSE or to open on days when the Federal Reserve is open and the NYSE is closed. If your purchase order is accepted by the Fund before the Fund’s close on a day when the NYSE closes early but the Fund remains open, or on a day when the Fund is open but the NYSE is not, it will be effective the same business day. Purchase orders accepted after a Fund closes will be effective the following business day.

If the Fund accepts your order by the Fund’s cut-off time listed below, we will process your purchase order at that day’s price and you will be entitled to all dividends declared on that day. If the Fund accepts your purchase order after the cut-off time, we will process it at the next day’s price.

Share ownership is electronically recorded, therefore no certificates will be issued.

If a Financial Intermediary holds your shares, it is the responsibility of the Financial Intermediary to send your purchase order to the Fund. Your Financial Intermediary may have an earlier cut-off time for purchase orders.

In addition, your Financial Intermediary may be closed at times when the Fund is open (for example, when the NYSE is closed and the Fund elects to remain open).

JPMORGAN MONEY MARKET FUNDS


60



PROSPECTUS DECEMBER  

2005

Normally, the cut-off time for each Fund is:

Prime Money Market Fund
              
5:00 P.M. ET
Liquid Assets Money Market Fund
              
5:00 P.M. ET
U.S. Government Money Market Fund
              
5:00 P.M. ET
U.S. Treasury Plus Money Market Fund
              
5:00 P.M. ET
Federal Money Market Fund
              
2:00 P.M. ET
100% U.S. Treasury Securities
Money Market Fund
              
2:00 P.M. ET
Tax Free Money Market Fund
              
NOON ET
Municipal Money Market Fund
              
NOON ET
Michigan Municipal Money Market Fund
              
NOON ET
Ohio Municipal Money Market Fund
              
NOON ET
 

The Fund must receive “federal funds” before the Fund’s cut-off time shown above (unless the Fund closes early, in which case federal funds must be received by the Fund’s close). If the Fund does not receive federal funds by its cut-off time, your order may not be effective until the next business day on which federal funds are timely received by the Fund. If you pay by check before the cut-off time, we will generally process your order the next business day the Fund is open for business.

The Funds have the right to refuse any purchase order or to stop offering shares for sale at any time.

TO OPEN AN ACCOUNT, BUY OR SELL SHARES OR GET FUND INFORMATION, CALL:
JPMORGAN FUNDS SERVICES
              
 
1-800-480-4111
              
 
 

Minimum Investments

Premier Shares are subject to a $1,000 ,000 minimum investment requirement per Fund. There are no minimum levels for subsequent purchases.

Premier Shares accounts of certain JPMor gan Funds (other than former One Group Funds) opened prior to February 18, 2005 will be subject to a minimum of $100,000. Accounts of certain former One Group Funds opened on or before February 18, 2005 will be subject to a minimum of $200,000.

Investment minimums may be waived for certain types of retirement accounts (e.g., 401(k), 403(b) and SIMPLE IRA) as well as for certain wrap fee accounts. The Funds reserve the right to waive any investment minimum. For further information on investment minimum waivers, call 1-800-480-4111.

General

The JPMorgan money market funds (including the Funds in this prospectus) are intended for short-term investment horizons, and do not monitor for market timers or prohibit short-term trading activity. Although these Funds are managed in a manner that is consistent with their investment objectives, frequent trading by shareholders may disrupt their management and increase their expenses.

Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. When you open an account, we will ask for your name, residential or business street address, date of birth (for an individual) and other information that will allow us to identify you, including your social security number, tax identification number or other identifying number. The Funds cannot waive these requirements. The Funds are required by law to reject your Account Application if the required identifying information is not provided.

We will attempt to collect any missing information required on the Account Application by contacting either you or your Financial Intermediary. If we cannot obtain this information within the established time frame, your Account Application will be rejected. Amounts received prior to receipt of the required information will be held uninvested and will be returned to you without interest if your Account Application is rejected. If the required information is obtained, your investment will be accepted and you will pay the NAV per share next calculated after all of the required information is received.

Once we have received all of the required information, federal law requires us to verify your identity. After an account is opened, we may restrict your ability to purchase additional shares until your

JPMORGAN MONEY MARKET FUNDS


61



How Your Account Works

CONTINUED


identity is verified. If we are unable to verify your identity within a reasonable time, the Funds reserve the right to close your account at the current day’s NAV per share. If your account is closed for this reason, your shares will be redeemed at the NAV per share next calculated after the account is closed.

Send the completed Account Application and a check to:

JPMorgan Funds Services
P.O. Box 8528
Boston, MA 02266-8528

All checks must be in U.S. dollars. The Funds do not accept credit cards, cash, starter checks, money orders or credit card checks. The Funds reserve the right to refuse “third-party” checks and checks drawn on non-U.S. financial institutions even if payment may be effected through a U.S. financial institution. Checks made payable to any individual or company and endorsed to JPMorgan Funds or a Fund are considered third-party checks. The redemption of shares purchased through JPMorgan Funds Services by check or an Automated Clearing House (ACH) transaction is subject to certain limitations. See “Selling Fund Shares.”

All checks must be made payable to one of the following:

• 
  JPMorgan Funds; or

• 
  The specific Fund in which you are investing.

Your purchase may be canceled if your check does not clear and you will be responsible for any expenses and losses to the Funds.

If you choose to pay by wire, please call 1-800-480-4111 to notify the Funds of your purchase and authorize your financial institution to wire funds to:

JPMORGAN CHASE BANK, N.A.
ATTN: JPMORGAN FUNDS SERVICES
ABA 021 000 021
DDA 323125832
FBO YOUR JPMORGAN FUND
    (EX: JPMORGAN ABC FUND- PREMIER )
YOUR FUND NUMBER & ACCOUNT NUMBER
    (EX: FUND 123-ACCOUNT 123456789)
YOUR ACCOUNT REGISTRATION
    (EX: JOHN SMITH & MARY SMITH, JTWROS)

Orders by wire may be canceled if JPMorgan Funds Services does not receive payment by the Fund’s cut-off time on the day that you placed your order. You will be responsible for any expenses and losses to the Funds.

You can buy shares in one of two ways:

Through Your Financial Intermediary

Tell your Financial Intermediary which Funds you want to buy and they will contact us. Your Financial Intermediary may charge you a fee and may offer additional services, such as special purchase and redemption programs, “sweep” programs, cash advances and redemption checks. Some Financial Intermediaries charge a single fee that covers all services.

The Fund must accept your order from your Financial Intermediary by the Fund’s cut-off time in order for us to process your purchase order at that day’s price. Your Financial Intermediary may impose different minimum investments and earlier cut-off times.

Your Financial Intermediary may be paid by JPMDS to assist you in establishing your account, executing transactions and monitoring your investment. Financial Intermediaries may provide the following services in connection with their customers’ investments in the Funds:

• 
  Acting directly or through an agent, as the sole shareholder of record

• 
  Maintaining account records for customers

• 
  Processing orders to purchase, redeem or exchange shares for customers

JPMORGAN MONEY MARKET FUNDS


62



PROSPECTUS DECEMBER  

2005

• 
  Responding to inquiries from shareholders

• 
  Assisting customers with investment procedures.

Through JPMorgan Funds Services

Call 1-800-480-4111
Or
Complete the Account Application and mail it along with a check for the amount you want to invest to:

JPMorgan Funds Services
P.O. Box 8528
Boston, MA 02266-8528

JPMorgan Funds Services will accept your order when federal funds, a wire, a check or ACH transaction is received together with a completed Account Application or other instructions in proper form.

If you purchase shares through a Financial Intermediary, you may be required to complete additional forms or follow additional procedures. You should contact your Financial Intermediary regarding purchases, exchanges and redemptions.

SELLING FUND SHARES

You can sell your shares on any day that the Funds are accepting purchase orders. You will receive the next NAV per share calculated after the Fund accepts your order .

We will need the names of the registered shareholders, your account number and other information before we can sell your shares.

Under normal circumstances, if a Fund accepts your order before the Fund’s cut-off time, the Fund will make available to you the proceeds that same business day by wire. Otherwise, except as permitted by the federal securities laws, your redemption proceeds will be paid within seven days (one day for the JPMorgan Prime Money Market Fund and the JPMorgan Liquid Assets Money Market Fund) after acceptance of the redemption order.

If you have changed your address of record within the previous 30 days, the Funds will not mail your proceeds, but rather will wire them or send them by ACH to a pre-existing bank account on record with the Funds.

The Funds may hold proceeds for shares purchased by ACH or check until the purchase amount has been collected, which may be as long as five business days.

You may also need to have medallion signature guarantees for all registered owners or their legal representatives if:

• 
  You want to redeem shares with a value of $50,000 or more and you want to receive your proceeds in the form of a check; or

• 
  You want your payment sent to an address, bank account or payee other than the one currently designated on your Fund account.

We may also need additional documents or a letter from a surviving joint owner before selling the shares. Contact JPMorgan Funds Services for more details.

You can sell your shares in one of two ways:

Through Your Financial Intermediary

Tell your Financial Intermediary which Fund’s shares you want to sell. The Fund must accept your order from your Financial Intermediary by the Fund’s cut-off time in order for us to process your order at that day’s price. Your Financial Intermediary will send the necessary documents to JPMorgan Funds Services. Your Financial Intermediary may charge you for this service.

Your Financial Intermediary may have an earlier cut-off time for redemption orders.

Through JPMorgan Funds Services

Call 1-800-480-4111. We will mail you a check or send the proceeds via electronic transfer or wire to the bank account on our records.
Or
Send a signed letter with your instructions to:

JPMorgan Funds Services
P.O. Box 8528
Boston, MA 02266-8528

Redemptions-In-Kind

Generally, all redemptions will be for cash. However, if you redeem shares worth $250,000 or more, the Fund reserves the right to pay part or all of your

JPMORGAN MONEY MARKET FUNDS


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How Your Account Works

CONTINUED


redemption proceeds in readily marketable securities instead of cash. If payment is made in securities, the Fund will value the securities selected in the same manner in which it computes its NAV. This process minimizes the effect of large redemptions on the Fund and its remaining shareholders.

EXCHANGING FUND SHARES

You can exchange your Premier Shares for shares of the same class in certain other JPMorgan Funds. You will need to meet any minimum investment or eligibility require ment.

The JPMorgan Funds do not charge a fee for this privilege. In addition, the JPMorgan Funds may change the terms and conditions of your exchange privileges upon 60 days’ written notice.

Generally, an exchange between JPMorgan Funds is considered a sale of Fund shares. Carefully read the prospectus of the Fund you want to buy before making an exchange.

We reserve the right to limit the number of exchanges or to refuse an exchange. Your exchange privilege will be revoked if the exchange activity is considered excessive.

You can exchange your shares in one of two ways:

Through Your Financial Intermediary

Tell your Financial Intermediary which Fund’s shares you want to exchange. They will send the necessary documents to JPMorgan Funds Services. Your Financial Intermediary may charge you for this service.

Through JPMorgan Funds Services

Call 1-800-480-4111 to ask for details.

OTHER INFORMATION CONCERNING THE FUNDS

The Funds use reasonable procedures to confirm that instructions given by telephone are genuine. These procedures include recording telephone instructions and asking for personal identification. If these procedures are followed, the Funds will not be responsible for any loss, liability, cost or expense of acting upon unauthorized or fraudulent instructions; you bear the risk of loss.

Due to the relatively high cost of maintaining small accounts, if your account value falls below the Funds’ minimum investment requirement, the Funds reserve the right to redeem all of the remaining shares in your account and close your account or charge an annual sub-minimum account fee of $10 per Fund. Before either of these actions is taken, you will be given 60 days’ advance written notice in order to provide you with time to increase your account balance to the required minimum, by purchasing sufficient shares, in accordance with the terms of this prospectus. To collect the $10 sub-minimum account fee, the Fund s will redeem $10 worth of shares from your account.

You may not always reach JPMorgan Funds Services by telephone. This may be true at times of unusual market changes and shareholder activity. You can mail us your instructions or contact your Financial Intermediary. We may modify or cancel the sale of shares by telephone without notice.

You may write to:

JPMorgan Funds Services
P.O. Box 8528
Boston, MA 02266-8528

Shares of the JPMorgan U.S. Government Money Market Fund are intended to qualify as eligible investments for federally chartered credit unions pursuant to Sections 107(7), 107(8) and 107(15) of the Federal Credit Union Act, Part 703 of the National Credit Union Administration (NCUA) Rules and Regulations and NCUA Letter Number 155. This Fund intends to review changes in the applicable laws, rules and regulations governing eligible investments for federally chartered credit unions, and to take such action as may be necessary so that the investments of this Fund qualify as eligible investments under the Federal Credit Union Act and the regulations thereunder.

The Funds may suspend your ability to redeem or postpone payment for more than seven days (more than one day for the JPMorgan Prime Money Market Fund and the JPMorgan Liquid Assets Money Market Fund) when:

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64



PROSPECTUS DECEMBER  

2005

1. 
  Trading on the NYSE is restricted;

2. 
  The NYSE is closed (other than weekend and holiday closings);

3. 
  Federal securities laws permit;

4. 
  The SEC has permitted a suspension; or

5. 
  An emergency exists, as determined by the SEC.

See “Purchases, Redemptions and Exchanges” in the Statement of Additional Information for more details about this process.

JPMORGAN MONEY MARKET FUNDS


65



Shareholder Information

DISTRIBUTIONS AND TAXES

The Funds can earn income and can realize capital gain. The Funds deduct any expenses and then pay out these earnings to shareholders as distributions.

The Funds declare dividends daily, so your shares can start earning dividends on the day you buy them. The Funds distribute the dividends monthly in the form of additional shares, unless you tell us that you want distributions in cash or as a deposit in a pre-assigned bank account. The taxation of dividends will not be affected by the form in which you receive them. The Funds distribute any short-term capital gain at least annually. The Funds do not expect to realize long-term capital gain.

Dividends of net investment income will generally be taxable as ordinary income at the federal, state and local levels. I ncome paid by the Tax Free Money Market Fund , Municipal Money Market Fund , Michigan Municipal Money Market Fund and Ohio Municipal Money Market Fund are not subject to federal income taxes, but will generally be subject to state and local taxes and may be subject to federal alternative minimum tax . The state or municipality where you live may not charge you state and local taxes on dividends of tax-exempt interest earned on certain bonds.

Dividends paid by the Michigan Municipal Money Market Fund that are derived from interest attributable to tax-exempt Michi gan Municipal Obligations will be exempt from Michigan income tax and generally, also exempt from Michigan single business tax. Conversely, to the extent that the Fund’s divi dends are derived from interest on obligations other than Michigan Municipal Obligations or certain U.S. government obligations (or are derived from short-term or long-term gains), such dividends may be subject to Michigan income tax and Michigan single business tax, even though the dividends may be exempt for federal income tax purposes. Except as noted above with respect to Michigan income taxation, distributions of net income may be taxable to investors as dividend income under other state or local laws even though a substantial por tion of such distributions may be derived from interest on tax- exempt obli gations which, if realized directly, would be exempt from such income taxes.

Dividends paid by the New York Municipal Money Market Fund that are derived from interest attributable to obligations of the State of New York or its political subdivisions, and obligations of the Governments of Puerto Rico, the Virgin Islands and Guam are exempt from New York State and New York City per sonal income tax (but not New York State corporate franchise tax or New York City business tax), provided that such dividends cons titute exempt-interest dividends under Section 852(b)(5) of the Internal Revenue Code of 1986. To the extent that investors are subject to state and local taxes outside of New York State, dividends paid by the Fund may be taxable income for purposes thereof. In addition, to the extent that the Fund’s dividends are derived from interest attributable to the obligations of any other state or of a political subdivision of any such other state or are derived from capital gains, such divi dends will generally not be exempt from New York State or New York City tax. The New York AMT excludes tax-exempt interest as an item of tax preference. Interest incurred to buy or carry shares of the Fund is not deductible for federal, New York State or New York City personal income tax purposes. Investors should consult their advisers about other state and local tax consequences of the investment in the Fund.

Dividends received from the Ohio Municipal Money Market Fund that result from interest on obligations of the State of Ohio, its political or governmental subdivisions or agencies or instrumentalities of Ohio (Ohio Obligations) are exempt from Ohio personal income tax, and municipal and school district income taxes. Corporate shareholders that are subject to the Ohio corporation franchise tax must include the Fund shares in the corporation’s tax base for purposes of the Ohio franchise tax net worth computation, but not for the net income tax com putation. Dividends that are attributable to profit on the sale, exchange, or other disposition of Ohio Obligations will not be subject to the Ohio personal income tax, or municipal or school district taxes in Ohio and will

JPMORGAN MONEY MARKET FUNDS


66



PROSPECTUS DECEMBER  

2005


not be included in the net income base of the Ohio corporation franchise tax. Information in this paragraph is based on current statutes and regulations as well as current policies of the Ohio Department of Taxation, all of which may change.

Dividends of interest earned on bonds issued by the U.S. government and its agencies may also be exempt from some types of state and local taxes. It is unlikely that dividends from any of the Funds will qualify to any significant extent for the reduced 15% tax rate applicable to qualified dividend income.

If you receive distributions of net capital gain, the tax rate will be based on how long the Fund held a particular asset, not on how long you have owned your shares. The Funds expect substantially all of their distributions of net capital gain to be attributable to short-term capital gain which is taxed at rates applicable to ordinary income.

The Funds’ investments in certain debt obligations may cause a Fund to recognize taxable income in excess of the cash gen erated by such obligations. Thus, a Fund could be required to at times to liquidate other investments in order to satisfy its dis tribution requirements.

The dates on which dividends and capital gains will be distributed for calendar year 2005 will be available online at www.jpmorganfunds.com.

Early in each calendar year, the Funds will send you a notice showing the amount of distributions you received in the preceding year and the tax status of those distributions.

Any gain resulting from the sale or exchange of your shares will generally be subject to tax.

Any investor for whom a Fund does not have a valid Taxpayer Identification Number may be subject to backup withholding.

The tax considerations described in this section do not apply to tax-deferred accounts or other non-taxable entities.

The above is a general summary of the tax implications of investing in the Funds. Because each investor’s tax consequences are unique, please consult your tax advisor to see how investing in the Funds will affect your own tax situation.

AVAILABILITY OF PROXY VOTING RECORD

The Trustees have delegated the authority to vote proxies for securities owned by the Fund to JPMIM. A copy of each Fund’s voting record for the most recent 12-month period ended June 30 is available on the SEC’s website at www.sec.gov or on the Fund’s website at www.jpmorganfunds.com no later than August 31 of each year. Each Fund’s proxy voting record will include, among other things, a brief description of the matter voted on for each portfolio security, and will state how each vote was cast, for example, for or against the proposal.

PORTFOLIO HOLDINGS DISCLOSURE

Each business day, each Fund will make available upon request an uncertified complete schedule of its portfolio holdings as of the prior business day. Not later than 60 days after the end of each fiscal quarter, each Fund will make available a certified complete schedule of its portfolio holdings as of the last day of that quarter. In addition to providing hard copies upon request, the Funds will post these quarterly schedules on the Funds’ website at www.jpmorganfunds.com and on the SEC’s website at www.sec.gov.

Shareholders may request portfolio holdings schedules at no charge by calling 1-800-480-4111.

A description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio holdings is available in the Statement of Additional Information.

JPMORGAN MONEY MARKET FUNDS


67



What the Terms Mean

Asset-backed securities: Interests in a stream of payments from specific assets, such as auto or credit card receivables.

Commercial paper: Short-term securities with maturities of 1 to 270 days which are issued by banks, corporations and others.

Demand notes: A debt security with no set maturity date. The investor can generally demand payment of the principal at any time.

Distribution fee: Covers the cost of the distribution system used to sell shares to the public.

Dollar weighted average maturity: The average maturity of the Fund is the average amount of time until the organizations that issued the debt securities in the Fund’s portfolio must pay off the principal amount of the debt. “Dollar weighted” means the larger the dollar value of debt security in the Fund, the more weight it gets in calculating this average.

Floating rate securities: Securities whose interest rates adjust automatically whenever a particular interest rate changes.

Liquidity: Liquidity is the ability to easily convert investments into cash without losing a significant amount of money in the process.

Management fee: A fee paid to the investment adviser to manage the Fund and make decisions about buying and selling the Fund’s investments.

Municipal lease obligations: These provide participation in municipal lease agreements and installment purchase contracts, but are not part of general obligations of the municipality.

Municipal obligations: Debt securities issued by or on behalf of states, territories and possessions or by their agencies or other groups with authority to act for them. For securities to qualify as municipal obligations, the municipality’s lawyers must give an opinion that the interest on them is not considered gross income for federal income tax purposes.

Other expenses: Miscellaneous items, including transfer agency, administration, custody and registration fees.

Qualified banks: (i) U.S. banks with more than $1 billion in total assets, and foreign branches of these banks; or (ii) foreign banks with the equivalent of more than $1 billion in total assets and which have branches or agencies in the U.S. or (iii) other U.S. or foreign commercial banks which the Fund’s adviser judges to have comparable credit standing.

Repurchase agreements: A special type of a short-term investment. A dealer sells securities to a Fund and agrees to buy them back later for a set price. This set price includes interest. In effect, the dealer is borrowing the Fund’s money for a short time, using the securities as collateral.

Reverse repurchase agreements: Contract whereby the Fund sells a security and agrees to repurchase it from the buyer on a particular date and at a specific price. Considered a form of borrowing.

Shareholder service fee: A fee to cover the cost of paying Financial Intermediaries to provide certain support services for your account.

Tax exempt municipal securities: Securities, generally issued as general obligation and revenue bonds, whose interest is exempt from federal taxation and state and/or local taxes in the state where the securities were issued.

U.S. government securities: Debt instruments (Treasury bills, notes, and bonds) guaranteed by the U.S. government for the timely payment of principal and interest.

Variable rate securities: Securities whose interest rates are periodically adjusted.

JPMORGAN MONEY MARKET FUNDS


68



This Page Intentionally Left Blank.



FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand each Fund’s financial performance for the past one through five fiscal years or periods, as applicable. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in a Fund (assuming reinvestment of all dividends and distributions). This information has been audited by PricewaterhouseCoopers LLP, whose reports, along with each Fund’s financial statements, are included in the Fund’s annual report, which is available upon request.

JPMorgan Prime Money Market Fund


 
         Per share operating performance:
    

 
        
 
     Income from investment operations:
    
 
    

 
         Net asset
value,
beginning
of period
 
     Net
investment
income
 
     Less dividends
from net
investment
income
 
     Net asset
value,
end of period
 
     Total
Return(1)
 
PREMIER
                                                                                         
Year Ended 8/31/04
                 $ 1.00                                              $1.00                   
Year Ended 8/31/03
                 $ 1.00                                              $1.00                   
Year Ended 8/31/02
                 $ 1.00                                              $1.00                   
Year Ended 8/31/01
                 $ 1.00                                              $1.00                   
Year Ended 8/31/00
                 $ 1.00                                              $1.00                 
 
  Amount rounds to less than $.005.

1
  Total Return figures do not include the effect of any deferred sales load.

*
  Amount rounds to less than one million.

ˆ
  Formerly Vista Shares.

JPMORGAN MONEY MARKET FUNDS


70



FINANCIAL HIGHLIGHTS

   

Ratios/Supplemental Data:
 

 
         Ratios to average net assets:
    
Net assets,
end of period
(millions)
 
         Net
expenses
 
     Net
investment
income
 
     Expenses
without waivers
and earnings credits
 
     Net investment
income
without waivers
and earnings credits
 
 
                                                                       
 

JPMORGAN MONEY MARKET FUNDS


71



FINANCIAL HIGHLIGHTS
(CONTINUED)



 
             
Per s hare o perating p erformance:

    

 
        
 
     I nvestment o perations :

     Distributions
    

 
         Net a sset
v alue,
b eginning
of p eriod
 
     Net
i nvestment
i ncome
 
     Net r ealized
g ains on
i nvestment
 
     Total from
i nvestment
o perations
 
     Net
i nvestment
i ncome
 
JPMORGAN LIQUID ASSETS MONEY MARKET FUND
                                                                                         
2/ 19 / 05 (c) to 6/ 30 / 05
                    $1.000              $0.009              $0.000              $0.009              $(0.009)   
                                                                                                             
JPMORGAN U.S. GOVERNMENT MONEY MARKET FUND (e)
                                                                                         
Year Ended 6/ 30 / 05
                    $1.000              $0.0 18              $0.0 00 (g)              $0.0 18              $ ( 0.0 18)   
Year Ended 6/ 30 / 04
                    $1.000              $0.0 07              $0.0 00              $0.0 07              $ ( 0.0 07)   
Year Ended 6/ 30 / 03
                    $1.000              $0.0 11              $0.0 00              $0.0 11              $ ( 0.0 11)   
Year Ended 6/ 30 / 02
                    $1.000              $0.0 22              $0.0 00              $0.0 22              $ ( 0.0 22)   
Year Ended 6/ 30 / 01
                    $1.000              $0.0 56              $0.0 00              $0.0 56              $(0.0 56)   
                                                                                                             
JPMORGAN U.S. TREASURY PLUS MONEY MARKET FUND
                                                                               
2/ 19 / 05(c) to 6/ 30 / 05
                 $ 1 . 000           $ 0.008           $ 0.000 (g)          $ 0.008           $ (0.0 08)   
 
(a)
  Annualized for periods less than one year.

(b)
  Not annualized for periods less than one year.

(c)
  Commencement of offering of class of shares.

(d)
  Effective February 19, 2005, Class I was renamed as Premier Shares.

(e)
  Effective February 19, 2005, Class S was renamed as Premier Shares.

(f)
  Effective February 19, 2005, the contractual expense limitation is 0.45%.

(g)
  Amount is less than $0.001.

JPMORGAN MONEY MARKET FUNDS


72



FINANCIAL HIGHLIGHTS


Per s hare o perating
p erformance :
  Ratios/Supplemental Data :
    

 
        
 
    
 
     Ratios to a verage n et a ssets (a) :
    
Net as set
v alue,
e nd of
p eriod
 
         Total
r eturn (b)
 
     Net a ssets
e nd of
p eriod
(000’s)
 
     Expenses
to
a verage
n et a ssets
 
     Net i nvestment
i ncome to
a verage
n et a ssets
 
Expenses to
a verage
n et a ssets
w ithout w aivers
 
    

                                                                       
    
$1.000
                    0. 89 %             $80,814              0. 45 %             2. 52 %  
0. 52 %
    
                                                                                         

                                                                       
 
    
$1.000
                    1. 79 %             $ 1,416,600              0. 39 %             1. 94 %  
0. 44 %
    
$1.000
                    0. 72 %             $ 728,456              0. 39 %             0. 71 %  
0. 39 %
    
$1.000
                    1. 15 %             $ 770,196              0. 39 %             1. 13 %  
0.39 %
    
$1.000
                    2. 21 %             $ 699,907              0. 37 %             2. 24 %  
0. 39 %
    
$1.000
                    5. 71 %             $ 778,727              0. 35 %             5. 33 %  
0. 39 %
    
                                                                                         

                                                                         
 
    
$1.000
                    0. 83 %             $ 1,009,503              0. 45 %             2. 32 %  
0. 47 %
    
 

JPMORGAN MONEY MARKET FUNDS


73



FINANCIAL HIGHLIGHTS
(CONTINUED)



 
         Per share operating performance:
    

 
        
 
     Income from investment operations:
    
 
    

 
         Net asset
value,
beginning
of period
 
     Net
investment
income
 
     Less dividends
from net
investment
income
 
     Net asset
value,
end of period
 
     Total
Return
 
JPMORGAN FEDERAL
MONEY MARKET FUND
                                                                                         
Year Ended 8/31/04
                 $ 1.00              $— †             $— †          $ 1.00              0.41 %  
Year Ended 8/31/03
                 $ 1.00              $ 0.01              $ 0.01           $ 1.00              0.70 %  
Year Ended 8/31/02
                 $ 1.00              $ 0.01              $ 0.01           $ 1.00              1.51 %  
Year Ended 8/31/01
                 $ 1.00              $ 0.05              $ 0.05           $ 1.00              4.84 %  
Year Ended 8/31/00
                 $ 1.00              $ 0.05              $ 0.05           $ 1.00              5.29 %  
 
                                                                                                             
JPMORGAN 100% U.S. TREASURY SECURITIES MONEY MARKET FUND
                                                                                         
Year Ended 8/31/04
                 $ 1.00              $— †             $— †          $ 1.00              0.45 %  
Year Ended 8/31/03
                 $ 1.00              $ 0.01              $ 0.01           $ 1.00              0.75 %  
Year Ended 8/31/02
                 $ 1.00              $ 0.02              $ 0.02           $ 1.00              1.55 %  
Year Ended 8/31/01
                 $ 1.00              $ 0.05              $ 0.05           $ 1.00              4.75 %  
Year Ended 8/31/00
                 $ 1.00              $ 0.05              $ 0.05           $ 1.00              5.02 %  
 
                                                                                                             
JPMORGAN TAX FREE
MONEY MARKET FUND
                                                                                         
Year Ended 8/31/04
                 $ 1.00              $— †             $— †          $ 1.00              0.48 %  
Year Ended 8/31/03
                 $ 1.00              $ 0.01              $ 0.01           $ 1.00              0.69 %  
Year Ended 8/31/02
                 $ 1.00              $ 0.01              $ 0.01           $ 1.00              1.21 %  
Year Ended 8/31/01
                 $ 1.00              $ 0.03              $ 0.03           $ 1.00              3.13 %  
Year Ended 8/31/00
                 $ 1.00              $ 0.03              $ 0.03           $ 1.00              3.37 %  
 
ˆ
  Formerly Vista Shares.

  Amount rounds to less than $0.005.

*
  Formerly One Group® Municipal Money Market Fund.

JPMORGAN MONEY MARKET FUNDS


74



FINANCIAL HIGHLIGHTS


Ratios/Supplemental Data:
 

 
         Ratios to average net assets:
    
Net assets,
end of period
(millions)
 
         Net
expenses
 
     Net
investment
income
 
     Expenses
without waivers,
reimbursements
and earnings credits
 
     Net investment
income without waivers,
reimbursements
and earnings credits
 

                                                                         
$239
                    0.70 %             0.40 %             0.79 %             0.31 %  
$311
                    0.70 %             0.72 %             0.79 %             0.63 %  
$452
                    0.70 %             1.53 %             0.72 %             1.51 %  
$658
                    0.70 %             4.57 %             0.74 %             4.53 %  
$576
                    0.70 %             5.17 %             0.75 %             5.12 %  
 
                                                                                         

                                                                         
$1,869
                    0.59 %             0.43 %             0.69 %             0.33 %  
$2,535
                    0.59 %             0.77 %             0.69 %             0.67 %  
$3,526
                    0.59 %             1.53 %             0.69 %             1.43 %  
$4,027
                    0.59 %             4.59 %             0.71 %             4.47 %  
$3,535
                    0.59 %             4.92 %             0.71 %             4.80 %  
 
                                                                                         

                                                                         
$567
                    0.59 %             0.48 %             0.68 %             0.39 %  
$655
                    0.59 %             0.72 %             0.69 %             0.62 %  
$903
                    0.59 %             1.14 %             0.69 %             1.04 %  
$907
                    0.59 %             3.09 %             0.72 %             2.96 %  
$895
                    0.59 %             3.33 %             0.75 %             3.17 %  
 

JPMORGAN MONEY MARKET FUNDS


75



FINANCIAL HIGHLIGHTS
(CONTINUED)



 
             
Per share operating performance:


    

 
        
 
     Investment operations:

     Distributions
    

 
         Net asset
value,
beginning
of period
     Net
investment
income
 
     Net realized
gains on
investment
 
     Total from
investment
operations
 
     Net
investment
income
 
JPMORGAN MUNICIPAL MONEY MARKET FUND (d)
                                                                               
Year Ended 6/30/05
                 $ 1.000           $ 0.014           $ 0.000 (g)           $ 0.014           $ (0.014)   
Year Ended 6/30/04
                 $ 1.000           $ 0.006           $ 0.000           $ 0.006           $ (0.006)   
Year Ended 6/30/03
                 $ 1.000           $ 0.010           $ 0.000           $ 0.010           $ (0.010)   
Year Ended 6/30/02
                 $ 1.000           $ 0.014           $ 0.000           $ 0.014           $ (0.014)   
Year Ended 6/30/01
                 $ 1.000           $ 0.034           $ 0.000           $ 0.034           $ (0.034)   
                                                                                                             
JPMORGAN MICHIGAN MUNICIPAL MONEY MARKET FUND (d)
                                                                               
Year Ended 6/30/05
                 $ 1.000           $ 0.013           $ 0.000           $ 0.013           $ (0.013)   
Year Ended 6/30/04
                 $ 1.000           $ 0.006           $ 0.000           $ 0.006           $ (0.006)   
Year Ended 6/30/03
                 $ 1.000           $ 0.009           $ 0.000           $ 0.009           $ (0.009)   
Year Ended 6/30/02
                 $ 1.000           $ 0.014           $ 0.000           $ 0.014           $ (0.014)   
Year Ended 6/30/01
                 $ 1.000           $ 0.034           $ 0.000           $ 0.034           $ (0.034)   
                                                                                                             
JPMORGAN OHIO MUNICIPAL MONEY MARKET FUND (d)
                                                                               
Year Ended 6/30/05
                 $ 1.000           $ 0.014           $ 0.000 (g)           $ 0.014           $ (0.014)   
Year Ended 6/30/04
                 $ 1.000           $ 0.006           $ 0.000           $ 0.006           $ (0.006)   
Year Ended 6/30/03
                 $ 1.000           $ 0.009           $ 0.000           $ 0.009           $ (0.009)   
Year Ended 6/30/02
                 $ 1.000           $ 0.014           $ 0.000           $ 0.014           $ (0.014)   
Year Ended 6/30/01
                 $ 1.000           $ 0.034           $ 0.000           $ 0.034           $ (0.034 )  
 
(a)
  Annualized for periods less than one year.

(b)
  Not annualized for periods less than one year.

(c)
  Commencement of offering of class of shares.

(d)
  Effective February 19, 2005, Class I was renamed as Premier Shares.

(e)
  Effective February 19, 2005, Class S was renamed as Premier Shares.

(f)
  Effective February 19, 2005, the contractual expense limitation is 0.45%.

(g)
  Amount is less than $0.001.

JPMORGAN MONEY MARKET FUNDS


76



FINANCIAL HIGHLIGHTS


Per share operating
performance:

  Ratios/Supplemental Data:

    

 
        
 
    
 
     Ratios to average net assets (a):

    
Net asset
value,
end of
period
 
         Total
return(b)
 
     Net assets
end of
period
(000’s)
 
     Expenses
to
average
net assets
 
     Net investment
income to
average
net assets
 
Expenses to
average
net assets
without waivers
 
    

                                                                 
    
$1.000
                    1.42%              $827,335              0.45%              1.39%   
0.51%
    
$1.000
                    0.61%           $ 867,509              0.45%              0.60%   
0.53%
    
$1.000
                    0.96%           $ 1,085,136              0.45%              0.96%   
0.53%
    
$1.000
                    1.45%           $ 1,290,395              0.45%              1.38%   
0.53%
    
$1.000
                    3.48%           $ 977,300              0.45%              3.43%   
0.53%
    
                                                                                         

                                                                 
    
$1.000
                    1.32%           $ 141,695              0.47% (f)             1.37%   
0.56%
    
$1.000
                    0.56%           $ 112,753              0.47%              0.56%   
0.55%
    
$1.000
                    0.87%           $ 64,146              0.49%              0.88%   
0.57%
    
$1.000
                    1.41%           $ 83,0 08              0.47%              1.49%   
0.55%
    
$1.000
                    3.44%           $ 100,673              0.45%              3.40%   
0.53%
    
                                                                                         

                                                                 
    
$1.000
                    1.40%           $ 44,469              0.46% (f)             1.36%   
0.52%
    
$1.000
                    0.56%           $ 46,968              0.47%              0.55%   
0.50%
    
$1.000
                    0.88%           $ 73,757              0.47%              0.88%   
0.50%
    
$1.000
                    1.43%           $ 57,338              0.46%              1.47%   
0.50%
    
$1.000
                    3.42%           $ 100,004              0.46%              3.33%   
0.49%
    
 

JPMORGAN MONEY MARKET FUNDS


77



Appendix A—Legal Proceedings and
Additional Fee and Expense Information

On September 3, 2003, the New York Attorney General (“NYAG”) simultaneously filed and settled a complaint (the “Canary Complaint”) against Canary Capital Partners, LLC, et al. (collectively, “Canary”). The Canary Complaint alleged, among other things, that Canary had engaged in improper trading practices with certain mutual funds in One Group Mutual Funds (now known as the JPMorgan Trust II). Specifi cally, the NYAG alleged that Canary engaged in certain activities that it characterized as “market timing” and also “late trading”.

On June 29, 2004, JPMorgan Investment Advisors (formerly known as Banc One Investment Advisors) entered into agreements with the Securities and Exchange Commission (the “SEC”) and the NYAG in resolution of investigations conducted by the SEC and the NYAG into market timing of certain Funds, possible late trading of certain Funds and related matters. In it s settlement with the SEC, JPMorgan Investment Advisors consented to the entry of an order by the SEC (the “SEC Order”) instituting and settling administrative and cease-and desist proceedings against it. Under the terms of the SEC Order and the NYAG settlement agreement, JPMorgan Invest ment advisors agreed to pay disgorgement of $10 million and a civil money penalty of $40 million for a total payment of $50 million, which will be distributed to certain current and former shareholders of the Funds as noted below. The settlement agreement with the NYAG also required JPMorgan Investment Advisors to reduce its management fee for certain Funds in the aggregate amount of approximately $8 million annually over five years commencing September 2004. In addition, JPMorgan Investment Advisors has agreed to and has com menced implementation of undertakings relating to, among other things, (i) governance changes designed to maintain the independence of the Board of Trustees and its chairman, and to ensure compliance with applicable federal securities laws, (ii) the retention of an independent consultant to conduct a review of supervisory, compliance and other policies and pro cedures designed to prevent and detect, among other things, breaches of fiduciary duty, (iii) an agreement to cease-and-desist from violations of certain provisions of the Investment Advisers Act of 1940 (the “Advisers Act”) and the Investment Company Act of 1940, as amended (“1940 Act”), (iv) additional fee-related disclosure to investors and (v) the retention of a senior officer to assist the Board in monitoring compliance and reviewing management fee arrangements.

Under the terms of the SEC Order and the NYAG settlement agreement, the $50 million payment by JPMorgan Investment Advisors has funded a pool established for distribution to affected shareholders of certain Funds. This pool will be dis tributed in accordance with a distribution plan currently being developed by an independent distribution consultant in con sultation with JPMorgan Investment Advisors and acceptable to the Board’s independent trustees and the staff of the SEC. The distribution plan will provide for investors to receive, in order of priority, (i) their proportionate share of losses from market timing, and (ii) a proportionate share of advisory fees paid by the Funds that suffered such losses during the period of such market timing. It is currently expected that such amounts will be paid in 2005. More specific information on the distribution plan will be communicated at a later date in an appropriate manner.

Mark A. Beeson, the former president and chief executive officer of One Group Mutual Funds and a former senior man aging Director of JPMorgan Investment Advisors, was also named a respondent in the SEC Order and consented to its entry. As part of the settlement agreement with the SEC, Mr. Beeson agreed to, among other things, a civil money pen alty and suspensions from association with any investment adviser or registered investment company. Mr. Beeson was not a party to the agreement with, nor was he sanctioned by, the NYAG.

The agreement with the SEC is reflected in the SEC Order, which states, among other things, that JPMorgan Investment Advisors and Mr. Beeson violated and/or aided and abetted and caused violations of the antifraud provisions of the Advis ers Act and the 1940 Act by, among other things, (i) allowing excessive short-term trading in certain of the Funds that was inconsistent with the terms of the Funds’ prospectus and that

JPMORGAN MONEY MARKET FUNDS


78



PROSPECTUS DECEMBER  

2005

was potentially harmful to the Funds, (ii) failing to disclose to the Board or to shareholders, among other things, the conflict of interest created by market timing arrangements, (iii) failing to charge redemption fees for redemptions by certain share holders as required by the applicable prospectuses when other shareholders were charged the redemption fees, (iv) having no written procedures in place to prevent the nonpublic dis closure of Fund portfolio holdings and improperly providing confidential portfolio holdings to certain persons when others were not provided with or otherwise privy to the same information, and (v) causing certain Funds, without the knowledge of the Board, to participate in joint transactions raising a conflict of interest in violation of the 1940 Act. The settlement agreement with the NYAG contains statements consistent with those described in the preceding sentence regarding the SEC Order. JPMorgan Investment Advisors and Mr. Beeson neither admit nor deny the findings set forth in the SEC Order, and JPMorgan Investment Advisors neither admits nor denies the finds in its settlement agreement with the NYAG.

In addition to the matters involving the SEC and state Attor neys General, over 20 lawsuits have been filed by private plaintiffs in connection with these circumstances in various state and federal courts around the country. These actions have transferred to the United States District Court for the Dis trict of Maryland for coordinated or consolidated pretrial pro ceedings by the orders of the Judicial Panel on Multidistrict Litigation, a federal judicial body that assists in the adminis tration of such actions. On September 29, 2004, the plaintiffs in these actions filed two consolidated amended complaints in these cases. One complaint was filed as a putative class action on behalf of investors who purchased, held or redeemed shares of the Funds during specified periods and the other was filed as a derivative action on behalf of One Group Mutual Funds and its series. The lawsuits generally relate to the same facts that were the subject of the SEC order and NYAG settlement discussed above.

On April 11, 2005, the West Virginia Attorney General filed a lawsuit against JPMorgan Investment Advisors, among others, in West Virginia state court. The complaint focuses on conduct characterized as market timing and primarily alleges violations of West Virginia state laws prohibiting unfair trade practices. The lawsuit has been conditionally transferred to the same Maryland court referred to above. Factual allegations in the West Virginia lawsuit are essentially the same as those in the NYAG agreement.

These actions name as defendants, among others, Banc One Investment Advisors, Bank One Corporation and JPMorgan Chase & Co. (the former and current corporate parent of JPMorgan Investment Advisors), the Distributor, One Group Services Company (the Funds’ former distributor), Banc One High Yield Partners, LLC (now known as JPMorgan High Yield Partners LLC) (the sub-adviser to JPMorgan High Yield Bond Fund and JPMorgan Core Plus Bond Fund), certain officers of One Group Mutual Funds and JPMorgan Investment Advi sors and certain current and former Trustees. The putative class action lawsuit also names One Group Mutual Funds as a defendant. These two actions collectively allege, among other things, that various defendants (i) violated various anti fraud and other provisions of federal securities laws, (ii) breached their fiduciary duties, (iii) unjustly enriched them selves, (iv) breached Fund-related contracts, and (v) con spired to commit unlawful acts. These complaints seek, among other things, compensatory damages, restitution, disgorge ment of unjustly earned profits, punitive damages, removal of the Trustees, removal of the Fund’s investment advisers and the Distributor, rescission of the distribution and service plans adopted under Rule 12b-1 of the 1940 Act, and attorneys’ fees.

It is possible that these matters and/or related developments may result in increased Fund redemptions and reduced sales of Fund shares, which could result in increased costs and expenses or otherwise adversely affect the Funds.

JPMORGAN MONEY MARKET FUNDS


79



Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

The foregoing speaks only as of the date of this prospectus. Additional lawsuits presenting allegations and requests for relief arising out of or in connection with any of the foregoing matters may be filed against these and related parties in the future.

Annual and Cumulative Expense Examples

The settlement agreement with the NYAG requires BOIA to establish reduced “net management fee rates” for certain Funds (“Reduced Rate Funds”). “Net Management Fee Rates” means the percentage fee rates specified in contracts between BOIA and its affiliates and the Reduced Rate Funds, less waivers and reimbursements by BOIA and its affiliates, in effect as of June 30, 2004. The settlement agreement requires that the reduced Net Management Fee Rates must result in a reduction of $8 million annually based upon assets under management as of June 30, 2004, for a total reduction over five years of $40 million from that which would have been paid by the Reduced Rate Funds on the Net Management Fee Rates as of June 30, 2004. To the extent that BOIA and its affiliates have agreed as part of the settlement with the NYAG to waive or reimburse expenses of a Fund in connection with the settlement with the NYAG, those reduced Net Management Fee Rates are referred to as “Reduced Rates.” The Reduced Rates will remain in place at least through June 30, 2009. To the extent that a Reduced Rate Fund merges into another Fund, the Reduced Rate is required to carry forward and apply with respect to the acquiring Fund.

The Reduced Rate Funds are the JPMorgan Large Cap Value Fund, JPMorgan Equity Index Fund, the JPMorgan Equity Income Fund and the JPMorgan Government Bond Fund (each of which is currently a series of JPMorgan Trust II) and JPMorgan U.S. Equity Fund (the successor by merger to the One Group Diversified Equity Fund and a series of JPMorgan Trust I) are subject to a Reduced Rate. The Reduced Rate was implemented on September 27, 2004 and will remain in place at least through June 30, 2009.

The required reductions may be made in the form of fee waivers or expense reimbursements in connection with the advisory agreement, administration agreement or distribution agreement. Beginning February 19, 2005, such reductions may also or instead be made in connection with the shareholder servicing agreement or other service agreements with affiliates. To the extent that such reductions are made in connection with class specific expenses in a manner consistent with applicable law, the Reduced Rates may affect different share classes of the same Affected Fund to differing degrees.

The “Gross Expense Ratio” includes the contractual expenses that make up the Net Management Fee Rates, Rule 12b-1 distribution fees, fees paid to vendors not affiliated with JPMIM that provide services to the Funds and other fees and expenses of the Funds. The “Net Expense Ratio” is Gross Expenses less any fee waivers or expense reimbursements to achieve the Reduced Rates or other fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIM and/or its affiliates, as applicable. The affected Funds offered in this prospectus are not subject to a Reduced Rate.

JPMORGAN MONEY MARKET FUNDS


80



PROSPECTUS DECEMBER  

2005

Fund
         Class
     Net Expense
Ratio
     Gross Expense
Ratio
JPMorgan Prime Money Market Fund
              
Premier
    
0. 45 %
    
JPMorgan Liquid Assets Money Market Fund
              
Premier
    
0. 45 %
    
0.52%
JPMorgan U.S. Government Premier Money Market Fund
              
Premier
    
0. 45 %
    
0.48%
JPMorgan U.S. Treasury Plus Money Market Fund
              
Premier
    
0.45%
    
0.47%
JPMorgan 100% U.S. Treasury Securities Money Market Fund
              
Premier
    
0. 45 %
    
JPMorgan Municipal Money Market Fund
              
Premier
    
0.45%
    
0.48%
JPMorgan Michigan Municipal Money Market Fund
              
Premier
    
0.45%
    
0.53%
JPMorgan Ohio Municipal Money Market Fund
              
Premier
    
0.45%
    
0.53%
 

A Fund’s annual return is reduced by its fees and expenses for that year. The examples below are intended to help you understand the annual and cumulative impact of the Fund’s fees and expenses on your investment through a hypothetical investment of $10,000 held for the next 10 years. The examples assume the following:

• 
  On December 1 , 2005, you invest $10,000 in the Fund and you will hold the shares for the entire 10 year period;

• 
  Your investment has a 5% return each year;

• 
  The Fund’s operating expenses remain at the levels discussed below and are not affected by increases or decreases in Fund assets over time;

• 
  At the time of purchase, any applicable initial sales charges (loads) are deducted; and

• 
  There is no sales charge (load) on reinvested dividends.

• 
  The annual costs are calculated using the Net Expense Ratios for the period through the expiration of any fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIM and/or its affiliates; and the Gross Expense Ratios thereafter.

“Annual Net Return” shows what effect the “Annual Costs” will have on the assumed 5% annual return for each year. “Gross Cumulative Return” shows what the cumulative return on your investment at the end of each fiscal year would be if Fund expenses are not deducted. “Net Cumulative Return” shows what the cumulative return on your investment at the end of each fiscal year would be assuming Fund expenses are deducted each year in the amount shown under “Annual Costs.”

JPMORGAN MONEY MARKET FUNDS


81



Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

Your actual costs may be higher or lower than those shown.


 
         JPMorgan Prime Money Market Fund – Premier Shares
    
Period Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
December 31, 2005a
                                                                                         
December 31, 2006
                                                                                         
December 31, 2007
                                                                                         
December 31, 2008
                                                                                         
December 31, 2009
                                                                                         
December 31, 2010
                                                                                         
December 31, 2011
                                                                                         
December 31, 2012
                                                                                         
December 31, 2013
                                                                                         
December 31, 2014
                                                                                         
December 31, 2015
                                                                                         
 
a  
  Information from February 19, 2005 through year end not annualized.


 
         JPMorgan Liquid Assets Money Market Fund – Premier Shares
    
Period Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 46               5.00%              4.55%              4.93%   
November 30, 2007
                 $ 55               10.25%              9.24%              4.11%   
November 30, 20 08
                 $ 58               15.76%              14.13%              4.48%   
November 30, 2009
                 $ 61               21.55%              19.25%              4.48%   
November 30, 2010
                 $ 63               27.63%              24.59%              4.48%   
November 30, 2011
                 $ 66               34.01%              30.17%              4.48%   
November 30, 2012
                 $ 69               40.71%              36.00%              4.48%   
November 30, 2013
                 $ 72               47.74%              42.09%              4.48%   
November 30, 2014
                 $ 76               55.13%              48.46%              4.48%   
November 30, 2015
                 $ 79               62.89%              55.11%              4.48%   
 

 
         JPMorgan U.S. Government Money
Market Fund – Premier Shares
    
Period Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 46               5.00%              4.55%              4.93%   
November 30, 2007
                 $ 51               10.25%              9.28%              4.14%   
November 30, 20 08
                 $ 54               15.76%              14.22%              4.52%   
November 30, 2009
                 $ 56               21.55%              19.38%              4.52%   
November 30, 2010
                 $ 59               27.63%              24.77%              4.52%   
November 30, 2011
                 $ 61               34.01%              30.41%              4.52%   
November 30, 2012
                 $ 64               40.71%              36.31%              4.52%   
November 30, 2013
                 $ 67               47.74%              42.47%              4.52%   
November 30, 2014
                 $ 70               55.13%              48.91%              4.52%   
November 30, 2015
                 $ 73               62.89%              55.64%              4.52%   
 

JPMORGAN MONEY MARKET FUNDS


82



PROSPECTUS DECEMBER  

2005


 
         JPMorgan U.S. Treasury Plus Money
Market Fund – Premier Shares
    
Period Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 46               5.00%              4.55%              4.93%   
November 30, 2007
                 $ 50               10.25%              9.29%              4.15%   
November 30, 20 08
                 $ 53               15.76%              14.24%              4.53%   
November 30, 2009
                 $ 55               21.55%              19.41%              4.53%   
November 30, 2010
                 $ 57               27.63%              24.82%              4.53%   
November 30, 2011
                 $ 60               34.01%              30.48%              4.53%   
November 30, 2012
                 $ 63               40.71%              36.39%              4.53%   
November 30, 2013
                 $ 66               47.74%              42.56%              4.53%   
November 30, 2014
                 $ 69               55.13%              49.02%              4.53%   
November 30, 2015
                 $ 72               62.89%              55.77%              4.53%   
 

 
         JPMorgan 100% U.S. Treasury Securities
Money Market Fund – Premier Shares
    
Period Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
December 31, 2005a
                                                                                         
December 31, 2006
                                                                                         
December 31, 2007
                                                                                         
December 31, 2008
                                                                                         
December 31, 2009
                                                                                         
December 31, 2010
                                                                                         
December 31, 2011
                                                                                         
December 31, 2012
                                                                                         
December 31, 2013
                                                                                         
December 31, 2014
                                                                                         
December 31, 2015
                                                                                         
 
a  
  Information from February 19, 2005 through year end not annualized.


 
         JPMorgan Municipal Money
Market Fund – Premier Shares
    
Period Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 46               5.00%              4.55%              4.93%   
November 30, 2007
                 $ 51               10.25%              9.28%              4.14%   
November 30, 20 08
                 $ 54               15.76%              14.22%              4.52%   
November 30, 2009
                 $ 56               21.55%              19.38%              4.52%   
November 30, 2010
                 $ 59               27.63%              24.77%              4.52%   
November 30, 2011
                 $ 61               34.01%              30.41%              4.52%   
November 30, 2012
                 $ 64               40.71%              36.31%              4.52%   
November 30, 2013
                 $ 67               47.74%              42.47%              4.52%   
November 30, 2014
                 $ 70               55.13%              48.91%              4.52%   
November 30, 2015
                 $ 73               62.89%              55.64%              4.52%   
 

JPMORGAN MONEY MARKET FUNDS


83



Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED


 
         JPMorgan Michigan Municipal Money
Market Fund – Premier Shares
    
Period Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 46               5.00%              4.55%              4.93%   
November 30, 2007
                 $ 56               10.25%              9.23%              4.10%   
November 30, 20 08
                 $ 59               15.76%              14.11%              4.47%   
November 30, 2009
                 $ 62               21.55%              19.21%              4.47%   
November 30, 2010
                 $ 65               27.63%              24.54%              4.47%   
November 30, 2011
                 $ 67               34.01%              30.11%              4.47%   
November 30, 2012
                 $ 70               40.71%              35.92%              4.47%   
November 30, 2013
                 $ 74               47.74%              42.00%              4.47%   
November 30, 2014
                 $ 77               55.13%              48.35%              4.47%   
November 30, 2015
                 $ 80               62.89%              54.98%              4.47%   
 

 
         JPMorgan Ohio Municipal
Money Market Fund – Premier Shares
    
Period Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 46               5.00%              4.55%              4.93%   
November 30, 2007
                 $ 56               10.25%              9.23%              4.10%   
November 30, 20 08
                 $ 59               15.76%              14.11%              4.47%   
November 30, 2009
                 $ 62               21.55%              19.21%              4.47%   
November 30, 2010
                 $ 65               27.63%              24.54%              4.47%   
November 30, 2011
                 $ 67               34.01%              30.11%              4.47%   
November 30, 2012
                 $ 70               40.71%              35.92%              4.47%   
November 30, 2013
                 $ 74               47.74%              42.00%              4.47%   
November 30, 2014
                 $ 77               55.13%              48.35%              4.47%   
November 30, 2015
                 $ 80               62.89%              54.98%              4.47%   
 

JPMORGAN MONEY MARKET FUNDS


84



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Privacy Policy

The JPMorgan Funds understand that protecting your financial privacy is just as important as protecting your financial assets. We are committed to the responsible use of information in order to provide you with the products and services you want, when and where you want them. This statement of our privacy policy is intended to help you understand the ways in which we gather, use and protect your financial information.

KEY DEFINITIONS

This Privacy Policy describes the way we treat nonpublic personal information that we may obtain from our customers or from consumers generally. Key terms used throughout this policy are:

• 
  Consumer — an individual who applies for or obtains a financial product or service from the JPMorgan Funds for personal, family or household purposes, including individuals who don’t have a continuing relationship with the JPMorgan Funds. Consumers include individuals who provide nonpublic personal information to our shareholder servicing representatives, but do not invest in the JPMorgan Funds.

• 
  Customer — a consumer who has a continuing relationship with the JPMorgan Funds through record ownership of fund shares.

• 
  Nonpublic personal information — any personally identifiable financial information about a consumer that is obtained by the JPMorgan Funds in connection with providing financial products and services to that consumer and which is not otherwise publicly available. A telephone directory listing is an example of public information.

COLLECTION OF NONPUBLIC PERSONAL INFORMATION

We collect information to service your account, to protect you from fraud, and to make available products and services that may be of interest to you. We collect nonpublic personal information about you from the following sources:

• 
  Information we receive from you on applications or other forms, on our website, or through other means;

• 
  Information we receive from you through transactions, correspondence and other communications with us; and

• 
  Information we otherwise obtain from you in connection with providing you a financial product or service.

INFORMATION SHARING WITH THIRD PARTY SERVICE PROVIDERS

We do not share any nonpublic personal information about our customers or former customers with anyone, except as required or permitted by law. This means we may disclose all of the information we collect, as described above, to companies who help us maintain and service accounts. For instance, we will share information with the transfer agent for the JPMorgan Funds. The transfer agent needs this information to process your purchase, redemption and exchange transactions and to update your account. In addition, we may share nonpublic personal information to protect against fraud, to respond to subpoenas, or as described in the following section.

INFORMATION SHARING WITH JOINT MARKETERS

We also may share the information described above in Collection of Nonpublic Personal Information with broker-dealers and other financial intermediaries that perform marketing services on our behalf and with which we have joint marketing agreements. However, we only provide information about you to that broker-dealer or financial intermediary from whom you purchased your Fund shares or who currently services your Fund account. In addition, our joint marketing agreements prohibit recipients of this information from disclosing or using the information for any purpose other than the purposes for which it is provided to them.

JPMORGAN DISTRIBUTION SERVICES, INC. (JPMDS)

In general, JPMDS, as distributor for the JPMorgan Funds, does not independently collect or retain nonpublic personal financial information relating to any past, present or prospective shareholders

This description of the JPMorgan Funds’ Privacy Policy is not part of the prospectus.





of the Funds. From time to time, the Funds or companies that provide services to the Funds may provide to JPMDS nonpublic personal financial information relating to shareholders or prospective shareholders as necessary for JPMDS to perform services for the Funds. In such circumstances, JPMDS adheres to the regulatory limitations on the use or disclosure of that information and its own obligations to the Funds to protect the security and confidentiality of the information.

CHILDREN’S ONLINE PRIVACY ACT DISCLOSURE

From our website, the JPMorgan Funds do not knowingly collect or use personal information from children under the age of 13 without obtaining verifiable consent from their parents. Should a child whom we know to be under 13 send personal information to us, we will only use that information to respond directly to that child, seek parental consent or provide parental notice. We are not responsible for the data collection and use practices of nonaffiliated third parties to which our website may link.

SPECIAL NOTICE TO CALIFORNIA CONSUMERS

The California Financial Information Privacy Act generally prohibits us from sharing nonpublic personal information about California consumers without notice and, in some instances, consent, unless such sharing is necessary to effect, administer, or enforce transactions authorized or instructed by you. Unless you direct or authorize otherwise, we only share information with service providers, including the broker-dealer or financial intermediary from whom you purchased your Fund shares or who currently services your Fund account. To the extent that your broker-dealer is also a joint marketer, we only share nonpublic personal information so that they may provide services in connection with your Fund shares.

SECURITY

For your protection, the JPMorgan Funds maintain security standards and procedures that we continually update to safeguard against unauthorized disclosure of information or access to information about you.

We restrict access to nonpublic personal information about you to those individuals who need to know that information to provide products and services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

THE JPMORGAN FUNDS’ PRIVACY COMMITMENT

The JPMorgan Funds are committed to protecting the privacy of our customers, but we understand that the best protection requires a partnership with you. We encourage you to find out how you can take steps to further protect your own privacy by visiting us online at www.jpmorganfunds.com.

This description of the JPMorgan Funds’ Privacy Policy is not part of the prospectus.



HOW TO REACH US

MORE INFORMATION

For investors who want more information on these Funds the following documents are available free upon request:

ANNUAL AND SEMI-ANNUAL REPORTS

Our annual and semi-annual reports contain more information about each Fund’s investments and performance. The annual report also includes details about the market conditions and investment strategies that had a significant effect on each Fund’s performance during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains more detailed information about the Funds and their policies. It is incorporated by reference into this prospectus. This means, by law, it is considered to be part of this prospectus.

You can get a free copy of these documents and other information, or ask us any questions, by calling us at 1-800-480-4111 or writing to:

JPMorgan Funds Services
P.O. Box 8528
Boston, MA 02266-8528

If you buy your shares through a Financial Intermediary, you should contact that Financial Intermediary directly for more information. You can also find information online at www.jpmorganfunds.com.

You can write or e-mail the SEC’s Public Reference Room and ask them to mail you information about the Funds, including the SAI. They will charge you a copying fee for this service. You can also visit the Public Reference Room and copy the documents while you are there.

Public Reference Room of the SEC
Washington, DC 20549-0102
1-202-942-8090
E-mail: publicinfo@sec.gov

Reports, a copy of the SAI and other information about the Funds are also available on the SEC’s website at http://www.sec.gov.

Investment Company Act File Nos.
JPMorgan Trust I

 

811-21295
JPMorgan Trust II 811-4236


©JPMorgan Chase & Co. All Rights Reserved. December 2005.

PR-MMP-1205




PROSPECTUS DECEMBER   , 2005

JPMorgan

Money Market

Funds

Agency Shares

JPMorgan Prime Money Market Fund
JPMorgan Liquid Assets Money Market Fund
JPMorgan U.S. Government Money Market Fund
JPMorgan U.S. Treasury Plus Money Market Fund
JPMorgan Federal Money Market Fund
JPMorgan 100% U.S. Treasury Securities Money Market Fund
JPMorgan Tax Free Money Market Fund
JPMorgan Municipal Money Market Fund

The Securities and Exchange Commission has
not approved or disapproved of these securities
or determined if this prospectus is truthful or
complete. Any representation to the contrary is
a criminal offense.





CONTENTS

Prime Money Market Fund
                    1   
Liquid Assets Money Market Fund
                    7   
U.S. Government Money Market Fund
                    13   
U.S. Treasury Plus Money Market Fund
                    18   
Federal Money Market Fund
                    23   
100% U.S. Treasury Securities Money Market Fund
                    28   
Tax Free Money Market Fund
                    33   
Municipal Money Market Fund
                    39   
The Funds’ Management and Administration
                    45   
How Your Account Works
                    47   
Buying Fund Shares
                    47   
Selling Fund Shares
                    50   
Exchanging Fund Shares
                    50   
Other Information Concerning the Funds
                    51   
Shareholder Information
                    52   
Distributions and Taxes
                    52   
Availability of Proxy Voting Record
                    52   
Portfolio Holdings Disclosure
                    52   
What the Terms Mean
                    5 4   
Financial Highlights
                    56   
How To Reach Us
                    Back cover    
 


JPMorgan
    Prime Money Market Fund

The Fund’s Objective

The Fund aims to provide the highest possible level of current income while still maintaining liquidity and preserving capital.

The Fund’s Main Investment Strategy

The Fund invests in high quality, short-term money market instruments which are issued and payable in U.S. dollars. The Fund principally invests in:

• 
  high quality commercial paper and other short-term debt securities, including floating and variable rate demand notes of U.S. and foreign corporations

• 
  debt securities issued or guaranteed by qualified U.S. and foreign banks, including certificates of deposit, time deposits and other short-term securities

• 
  securities issued or guaranteed by the U.S. government, its agencies or instrumentalities

• 
  asset-backed securities

• 
  repurchase agreements and reverse repurchase agreements

• 
  taxable municipal obligations

• 
  funding agreements issued by banks and highly rated U.S. insurance companies, such as Guaranteed Investment Contracts (GICs) and Bank Investment Contracts (BICs).

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by J.P. Morgan Investment Management Inc. (JPMIM), the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund will concentrate its investments in the banking industry. Therefore, under normal conditions, the Fund will invest at least 25% of its total assets in securities issued by companies in the banking industry. The Fund may, however invest less than 25% of its total assets in this industry if warranted due to adverse economic conditions and if investing less than 25% appears to be in the best interest of shareholders.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

JPMORGAN MONEY MARKET FUNDS


1



JPMorgan
    Prime Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Credit Risk.  The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation, and as a result the value of your investment could decline. The price and liquidity of a security can also be adversely affected as credit status deteriorates and the probability of default rises. The Fund minimizes credit risk by investing only in high-quality obligations and limiting the maturity of its investments.

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are prepaid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Government Securities Risk.  The Fund may hold the indebtedness of certain issuers identified with the U.S. government, including the well-known Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), which is not entitled to the full faith and credit of the United States. These securities are supported only by their own credit and are subject to the risk of default in the payment of interest and/or principal, like the indebtedness of private issuers.

Concentration Risk.  Because the Fund will invest a significant portion of its assets in securities of companies in the banking industry, developments affecting the banking industry will have a disproportionate impact on the Fund. These risks generally include interest rate risk, credit risk and risk associated with regulatory changes in the banking industry. The profitability of banks depends largely on the availability and cost of funds, which can change depending on economic conditions.

Foreign Securities Risk.  Investments in foreign securities may be riskier than investments in U.S. securities. Foreign securities may be affected by political, social and economic instability and may be subject to higher transaction costs and delayed settlement. There may also be less public information available about such securities.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash. Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

JPMORGAN MONEY MARKET FUNDS


2



PROSPECTUS DECEMBER  

2005

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


3



JPMorgan
    Prime Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Agency Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-766-7722 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS


BEST QUARTER 3rd quarter, 2000
                    1.64 %  
WORST QUARTER 4th quarter, 2003
                    0.22 %  
1st quarter, 2004
                         
2nd quarter, 2004
                         
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

JPMORGAN MONEY MARKET FUNDS


4



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Agency Shares
                    1.19              2.85              4.17   
 

Investor Expenses for Agency Shares

The expenses of the Agency Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM AGENCY SHARE S ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE    
Shareholder Service Fees
                    0.15   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waiver and Expense Reimbursements2
                         
Net Expenses2
                    0.26   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the distributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Agency Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.26 % of its average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


5



JPMorgan
    Prime Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Agency Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Agency Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
YOUR COST ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


6



JPMorgan
    Liquid Assets Money Market Fund
    
(formerly One Group® Prime Money Market Fund)

The Fund’s Objective

The Fund seeks current income with liquidity and stability of principal.

The Fund’s Main Investment Strategy

The Fund invests in high quality, short-term money market instruments which are issued and payable in U.S. dollars. The Fund principally invests in:

• 
  high quality commercial paper and other short-term debt securities, including floating and variable rate demand notes of U.S. and foreign corporations

• 
  debt securities issued or guaranteed by qualified U.S. and foreign banks, including certificates of deposit, time deposits and other short-term securities

• 
  securities issued or guaranteed by the U.S. government, its agencies or instrumentalities

• 
  asset-backed securities

• 
  repurchase agreements and reverse repurchase agreements

• 
  taxable municipal obligations

• 
  funding agreements issued by banks and highly rated U.S. insurance companies, such as GICs and BICs.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. these securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMorgan Investment Advisors Inc. (JPMIA), the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund will concentrate its investments in the financial services industry, including asset-backed commercial paper programs. Therefore, under normal conditions, the Fund will invest at least 25% of its total assets in securities issued by companies in the financial services industry, which includes banks, broker-dealers, finance companies and other issuers of asset-backed securities. The Fund may, however invest less than 25% of its total assets in this industry if warranted due to adverse economic conditions and if investing less than 25% appears to be in the best interest of shareholders.

The Fund may engage in securities lending in order to generate additional income. The Fund may loan up to 33-1/3% of its total assets, provided such loans are collateralized by securities issued by the U.S. government or its agencies and instrumentalities or by cash.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.

JPMORGAN MONEY MARKET FUNDS


7



JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Credit Risk.  The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation, and as a result the value of your investment could decline. The price and liquidity of a security can also be adversely affected as credit status deteriorates and the probability of default rises. The Fund minimizes credit risk by investing only in high-quality obligations and limiting the maturity of its investments.

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are prepaid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Government Securities Risk.  The Fund may hold the indebtedness of certain issuers identified with the U.S. government, including the well-known Fannie Mae and Freddie Mac, which is not entitled to the full faith and credit of the United States. These securities are supported only by their own credit and are subject to the risk of default in the payment of interest and/or principal, like the indebtedness of private issuers.

Securities Lending Risk.  The Fund may lend securities, which involves the risk that the loaned securities may not be returned if the borrower or the lending agent defaults. The collateral is also subject to the risks of the securities in which it is invested. The risk of securities lending is reduced, however, by the following policies:

• 
  JPMIA maintains a list of approved borrowers, which it believes to present low credit risk;

• 
  The Fund receives collateral equal to at least 100% of the current value of the securities loaned plus accrued interest;

• 
  The lending agent indemnifies the Fund against borrower default;

• 
  JPMIA’s collateral investment guidelines limit the quality and duration of collateral investment to minimize losses; and

• 
  Upon recall, the borrower must return the securities loaned within the normal settlement period.

Concentration Risk.  Because the Fund will invest a significant portion of its assets in securities of companies in the financial services industry, developments affecting the financial services industry will have a disproportionate impact on the Fund. These risks generally include interest rate risk, credit risk and risk associated with regulatory changes in the financial services industry. In addition, financial

JPMORGAN MONEY MARKET FUNDS


8



PROSPECTUS DECEMBER  

2005


services companies are highly dependent on the supply of short-term financing.

Foreign Securities Risk. Investments in foreign securities may be riskier than investments in U.S. securities. Foreign securities may be affected by political, social and economic instability and may be subject to higher transaction costs and delayed settlement. There may also be less public information available about such securities.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash. Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


9



JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Agency Shares had not commenced operations as of December 31, 2004, the bar chart shows how the performance of the Fund’s Investor Shares (formerly Class I Shares), the original class offered, has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-766-7722 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 4th quarter, 2000
                    1.56 %  
WORST QUARTER 1st quarter, 2004
                    0.16 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

2
  As of December 31, 2004, the Agency Shares had not commenced operations. The performance shown is that of the Investor Shares, the original class offered, whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses.

JPMORGAN MONEY MARKET FUNDS


10



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Investor Shares1
                    0.96              2.60              3.95   
 
1
  As of December 31, 2004, the Agency Shares had not commenced operations. The performance shown is that of the Investor Shares, the original class offered, whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses.

Investor Expenses for Agency Shares

The expenses of the Agency Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM AGENCY SHARE S ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE    
Shareholder Service Fees
                    0.15   
Other Expenses1
                    0.14   
Total Annual Operating Expenses
                    0.37   
Fee Waiver and Expense Reimbursements2
                    (0.11 )   
Net Expenses2
                    0.26   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire year .

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Agency Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.26 % of its average daily net assets from 2/19/05 through 1 2 / 31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


11



JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Agency Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 1 2 /31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Agency Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
YOUR COST ($)
(with or without redemption)
                    27               107               196               456    
 

JPMORGAN MONEY MARKET FUNDS


12



JPMorgan
    U.S. Government Money Market Fund
    
(formerly One Group® Government Money Market Fund)

The Fund’s Objective

The Fund seeks high current income with liquidity and stability of principal.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests its assets exclusively in:

• 
  short-term debt securities issued or guaranteed by the U.S. government, or by U.S. government agencies or instrumentalities

• 
  short-term repurchase agreements fully collateralized by U.S. Treasury and U.S. government securities

• 
  [other money market funds that invest exclusively in U.S. government securities] and repurchase agreements collateralized by such securities.

The interest on these securities is generally exempt from state and local income taxes.

If the Fund decides to invest in other types of securities, shareholders will be given 60 days advance notice.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund may engage in securities lending in order to generate additional income. The Fund may loan up to 33-1/3% of its total assets, provided such loans are collateralized by securities issued by the U.S. government or its agencies and instrumentalities or by cash.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

JPMORGAN MONEY MARKET FUNDS


13



JPMorgan
    U.S. Government Money Market Fund

CONTINUED

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are prepaid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Government Securities Risk.  The Fund may hold the indebtedness of certain issuers identified with the U.S. government, including the well-known Fannie Mae and Freddie Mac, which is not entitled to the full faith and credit of the United States. These securities are supported only by their own credit and are subject to the risk of default in the payment of interest and/or principal, like the indebtedness of private issuers.

Securities Lending Risk.  The Fund may lend securities, which involves the risk that the loaned securities may not be returned if the borrower or the lending agent defaults. The collateral is also subject to the risks of the securities in which it is invested. The risk of securities lending is reduced, however, by the following policies:

• 
  JPMIA maintains a list of approved borrowers, which it believes to present low credit risk;

• 
  The Fund receives collateral equal to at least 100% of the current value of the securities loaned plus accrued interest;

• 
  The lending agent indemnifies the Fund against borrower default;

• 
  JPMIA’s collateral investment guidelines limit the quality and duration of collateral investment to minimize losses; and

• 
  Upon recall, the borrower must return the securities loaned within the normal settlement period.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash. Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


14



PROSPECTUS DECEMBER  

2005

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. T he bar chart shows how the performance of the Fund’s Agency Shares (formerly Administrative Class Shares) has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-766-7722 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 4th quarter, 2000
                    1.61 %  
WORST QUARTER 3rd quarter, 200 3
                    0.21 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

2
  Historical performance shown for Agency Share s prior to their inception on 11/1/01 is based on the performance of Capital Shares, the original class offered. All prior performance has been adjusted to reflect differences in expenses between the Agency and Capital Shares.

JPMORGAN MONEY MARKET FUNDS


15



JPMorgan
    U.S. Government Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Agency Shares1
                    1.16              2.78              4.09   
 
1
  Historical performance shown for Agency Share s prior to their inception on 11/1/01 is based on the performance of Capital Shares, the original class offered. All prior performance has been adjusted to reflect differences in expenses between the Agency and Capital Shares.

Investor Expenses for Agency Shares

The expenses of the Agency Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM AGENCY SHARE S ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE    
Shareholder Service Fees
                    0.15   
Other Expenses1
                    0.10   
Total Annual Operating Expenses
                    0.33   
Fee Waiver and Expense Reimbursements2
                    (0.07 )   
Net Expenses2
                    0.26   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Agency Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.2 4 % of its average daily net assets from 2/19/05 through 2/19/06 after which they have contractually agreed to limit total annual fund operating expenses to 0.2 6 % of the average daily net assets of the Agency Shares th rough 12/31/06 . The expense limitation in place for the Fund only through February 19, 2006 is not reflected in the table above or in the example below. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


16



PROSPECTUS DECEMBER  

2005

Example

The example below is intended to help you compare the cost of investing in the Agency Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 1 2 /31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Agency Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
YOUR COST ($)
(with or without redemption)
                    27               98               178               411    
 

JPMORGAN MONEY MARKET FUNDS


17



JPMorgan
    U.S. Treasury Plus Money Market Fund
    
(formerly One Group® U.S. Treasury Securities Money Market Fund)

The Fund’s Objective

The Fund seeks current income with liquidity and stability of principal.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests its assets exclusively in:

• 
  obligations of the U.S. Treasury, including Treasury bills, bonds and notes and other obligations issued or guaranteed by the U.S. Treasury

• 
  repurchase agreements fully collateralized by U.S. Treasury securities.

The debt securities described above carry different interest rates, maturities and issue dates. The interest on these securities is generally exempt from state and local income taxes.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities and issue dates.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash. Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

JPMORGAN MONEY MARKET FUNDS


18



PROSPECTUS DECEMBER  

2005

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


19



JPMorgan
    U.S. Treasury Plus Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Institutional Class shares had not commenced operations as of December 31, 2004, the bar chart shows how the performance of the Fund’s Investor Shares (formerly Class I Shares), the original class offered, has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-766-7722 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 4th quarter, 2000
                    1.52 %  
WORST QUARTER 2nd quarter, 2004
                    0.13 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

2
  As of December 31, 2004, the Agency Shares had not commenced operations. The performance shown is that of the Investor Shares, the original class offered, whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses.

JPMORGAN MONEY MARKET FUNDS


20



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Investor Shares1
                    0.83%              2.42%              3.75%   
 
1
  As of December 31, 2004, the Agency Shares had not commenced operations. The performance shown is that of the Investor Shares, the original class offered, whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses.

Investor Expenses for Agency Shares

The expenses of the Agency Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM AGENCY SHARE S ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE    
Shareholder Service Fees
                    0.15   
Other Expenses1
                    0.09   
Total Annual Operating Expenses
                    0.32   
Fee Waiver and Expense Reimbursements2
                    (0.06 )   
Net Expenses2
                    0.26   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Agency Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.26 % of its average daily net assets from 2/19/05 through 1 2 /31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


21



JPMorgan
    U.S. Treasury Plus Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Agency Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 1 2 /31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Agency Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
YOUR COST ($)
(with or without redemption)
                    27               96               173               399    
 

JPMORGAN MONEY MARKET FUNDS


22



JPMorgan
    Federal Money Market Fund

The Fund’s Objective

The Fund aims to provide current income while still preserving capital and maintaining liquidity.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests its assets exclusively in:

• 
  obligations of the U.S. Treasury, including Treasury bills, bonds and notes

• 
  debt securities that certain U.S. government agencies or instrumentalities have either issued or guaranteed as to principal and interest.

The interest on these securities is generally exempt from state and local income taxes.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured by or guaranteed the FDIC, the Federal Reserve Board or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are prepaid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

JPMORGAN MONEY MARKET FUNDS


23



JPMorgan
    Federal Money Market Fund

CONTINUED

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash. Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


24



PROSPECTUS DECEMBER  

2005

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Agency Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-766-7722 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS 1


BEST QUARTER 4th quarter, 2000
                    1.58 %  
WORST QUARTER 1st quarter, 2004
                    0.19 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

JPMORGAN MONEY MARKET FUNDS


25



JPMorgan
    Federal Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Agency Shares
                    1.12              2.74              4.03   
 

Investor Expenses for Agency Shares

The expenses of the Agency Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM AGENCY SHARE S ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE    
Shareholder Service Fees
                    0.15   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waiver and Expense Reimbursements2
                         
Net Expenses2
                    0.26   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses have been restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the distributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Agency Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.26 % of its average daily net assets from 2/19/05 through 12 /31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


26



PROSPECTUS DECEMBER  

2005

Example

The example below is intended to help you compare the cost of investing in the Agency Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Agency Shares and your actual costs may be higher or lower.

    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
YOUR COST ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


27



JPMorgan
    100% U.S. Treasury Securities Money Market Fund

The Fund’s Objective

The Fund aims to provide the highest possible level of current income while still maintaining liquidity and providing maximum safety of principal.

The Fund’s Main Investment Strategy

The Fund invests its assets exclusively in obligations of the U.S. Treasury, including Treasury bills, bonds and notes.

These investments carry different interest rates, maturities and issue dates. The interest on these securities is generally exempt from state and local income taxes. The Fund does not buy securities issued or guaranteed by agencies of the U.S. government.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund will only buy securities that present minimal credit risk.

The Fund may engage in securities lending in order to generate additional income. The Fund may loan up to 33-1/3% of its total assets, provided such loans are collateralized by securities issued by the U.S. Treasury or in other limited instances, by cash.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities and issue dates.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

JPMORGAN MONEY MARKET FUNDS


28



PROSPECTUS DECEMBER  

2005

Securities Lending Risk.  The Fund may lend securities, which involves the risk that the loaned securities may not be returned if the borrower or the lending agent defaults. The risk of securities lending is reduced, however, by the following policies:

• 
  JPMIM maintains a list of approved borrowers, which it believes to present low credit risk;

• 
  The Fund receives collateral equal to at least 100% of the current value of the securities loaned plus accrued interest;

• 
  The lending agent indemnifies the Fund against borrower default; and

• 
  Upon recall, the borrower must return the securities loaned within the normal settlement period.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash. Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high-quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


29



JPMorgan
    100% U.S. Treasury Securities Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Agency Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-766-7722 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS 1


BEST QUARTER 4th quarter, 2000
                    1.54 %  
WORST QUARTER 4th quarter, 2003
                    0.19 %  
1st quarter, 2004
                         
2nd quarter, 2004
                         
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

JPMORGAN MONEY MARKET FUNDS


30



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Agency Shares
                    1.03              2.60              3.82   
 

Investor Expenses for Agency Shares

The expenses of the Age n c y Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM AGENCY SHARE S ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE    
Shareholder Service Fees
                    0.15   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waivers and Expense Reimbursements2
                         
Net Expenses2
                    0.26   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses have been restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the distributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Agency Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.26 % of its average daily net assets from the date of this prospectus through 12/31/06. JPMIM, the Fund’s administrator and distributor also have agreed that they will waive fees and/or reimburse the Fund as described above to limit total annual fund operating expenses to 0.24% of the average daily net assets of the Agency Shares for the period beginning 2/19/05 through 2/19/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


31



JPMorgan
    100% U.S. Treasury Securities Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Agency Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Agency Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
YOUR COST ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


32



JPMorgan
    Tax Free Money Market Fund

The Fund’s Objective

The Fund aims to provide the highest possible level of current income which is excluded from gross income, while still preserving capital and maintaining liquidity.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund will try to invest its assets exclusively in municipal obligations, the interest on which is excluded from federal income taxes.

As a fundamental policy, the Fund will invest at least 80% of the value of its Assets in municipal obligations. For purposes of this policy, “Assets” means net assets, plus the amount of borrowings for investment purposes.

Municipal obligations are securities that:

• 
  are issued by or on behalf of states, territories and possessions of the United States, including the District of Columbia, and their respective authorities, agencies and other groups with authority to act for the municipalities; and

• 
  are short-term money market instruments such as private activity and industrial development bonds, tax anticipation notes, municipal lease obligations and participations in pools of municipal obligations.

The Fund will only purchase municipal obligations if the issuer receives assurances from legal counsel that the interest payable on the securities is exempt from federal income tax.

The remaining 20% of the Fund’s Assets may be invested in securities subject to federal income tax or the federal alternative minimum tax for individuals. The Fund may exceed this 20% limit for temporary defensive purposes.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMIM, the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.

JPMORGAN MONEY MARKET FUNDS


33



JPMorgan
    Tax Free Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Municipal Obligations Risk.  Municipal obligations are subject to the following risks:

• 
  Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. A number of municipalities have had significant financial problems recently. This could decrease the Fund’s income or hurt the ability to preserve capital and liquidity.

• 
  Under some circumstances, municipal obligations might not pay interest unless the state legislature or municipality authorizes money for that purpose. Some securities, including municipal lease obligations, carry additional risks. For example, they may be difficult to trade or interest payments may be tied only to a specific stream of revenue.

• 
  Since some municipal obligations may be secured or guaranteed by banks or other financial institutions, the risk to the Fund could increase if the credit quality of the financial institution providing the backing declines or the banking or financial sector suffers an economic downturn. In addition, to the extent that the financial institutions securing the municipal obligations are located outside the U.S., these securities could be riskier than those backed by U.S. institutions because of possible political, social or economic instability, higher transaction costs and possible delayed settlement.

Tax Risk.  The Fund may invest in securities whose interest is subject to federal income tax or the federal alternative minimum tax. Consult your tax professional for more information.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash. Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective and may produce taxable income.

JPMORGAN MONEY MARKET FUNDS


34



PROSPECTUS DECEMBER  

2005

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance
• 
  are investing through a tax-deferred account, such as an IRA

JPMORGAN MONEY MARKET FUNDS


35



JPMorgan
    Tax Free Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Agency Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-766-7722 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS 1


BEST QUARTER 4th quarter, 2000
                    1.04 %  
WORST QUARTER 3rd quarter, 2003
                    0.17 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

JPMORGAN MONEY MARKET FUNDS


36



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Agency Shares
                    0.99              1.97              2.68   
 

Investor Expenses for Agency Shares

The expenses of the Agency Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM AGENCY SHARE S ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE    
Shareholder Service Fees
                    0.15   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waivers and Expense Reimbursements2
                         
Net Expenses2
                    0.26   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses have been restated to reflect several new fee arrangements with fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the distributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Agency Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.2 6 % of its average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


37



JPMorgan
    Tax Free Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Agency Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Agency Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
YOUR COST ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


38



JPMorgan
    Municipal Money Market Fund
    
(formerly One Group® Municipal Money Market Fund)

The Fund’s Objective

The Fund seeks as high a level of current interest income exempt from federal income tax as is consistent with liquidity and stability of principal.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests primarily in municipal obligations, the interest on which is excluded from federal income taxes. As a fundamental policy, the Fund will invest at least 80% of its net assets in such securities . For purposes of this policy, the Fund’s net assets include borrowings by the Fund for investment purposes.

Municipal obligations are securities that:

• 
  are issued by or on behalf of states, territories and possessions of the United States, including the District of Columbia, and their respective authorities, agencies and other groups with authority to act for the municipalities; and

• 
  are short-term money market instruments such as private activity and industrial development bonds, tax anticipation notes, municipal lease obligations and participations in pools of municipal obligations.

The Fund will only purchase municipal obligations if the issuer receives assurances from legal counsel that the interest payable on the securities is exempt from federal income tax.

The Fund may invest up to all of its assets in municipal obligations that produce income subject to the federal alternative minimum tax .

Up to 20% of the Fund’s remaining assets may be invested in securities subject to federal income tax, such as taxable money market instruments or repurchase agreements.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMIA, the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.

JPMORGAN MONEY MARKET FUNDS


39



JPMorgan
    Municipal Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Municipal Obligations Risk.  Municipal obligations are subject to the following risks:

• 
  Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. A number of municipalities have had significant financial problems recently. This could decrease the Fund’s income or hurt the ability to preserve capital and liquidity.

• 
  Under some circumstances, municipal obligations might not pay interest unless the state legislature or municipality authorizes money for that purpose. Some securities, including municipal lease obligations, carry additional risks. For example, they may be difficult to trade or interest payments may be tied only to a specific stream of revenue.

• 
  Since some municipal obligations may be secured or guaranteed by banks or other financial institutions, the risk to the Fund could increase if the credit quality of the financial institution providing the backing declines or the banking or financial sector suffers an economic downturn. In addition, to the extent that the financial institutions securing the municipal obligations are located outside the U.S., these securities could be riskier than those backed by U.S. institutions because of possible political, social or economic instability, higher transaction costs and possible delayed settlement.

Tax Risk.  The Fund may invest in securities whose interest is subject to federal income tax or the federal alternative minimum tax. Consult your tax professional for more information.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash. Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective and may produce taxable income.

JPMORGAN MONEY MARKET FUNDS


40



PROSPECTUS DECEMBER  

2005

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  are looking for income that is not taxable
• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
•  
  are investing for high income
• 
  require the added security of FDIC insurance
• 
  are investing through a tax-deferred account, such as an IRA

JPMORGAN MONEY MARKET FUNDS


41



JPMorgan
    Municipal Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Agency Shares had not commenced operations as of December 31, 2004, the bar chart shows how the performance of the Fund’s Premier Shares (formerly Class I Shares) has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-766-7722 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 4th quarter, 2000
                    0.99 %  
WORST QUARTER 3rd quarter, 2003
                    0.13 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

2
  As of December 31, 2004, the Agency Shares had not commenced operations. The performance shown is that of the Premier Shares whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses.

JPMORGAN MONEY MARKET FUNDS


42



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Premier Shares 1
                    0.84              1.76              2.49   
 
1
  As of December 31, 2004, the Agency Shares had not commenced operations. The performance shown is that of the Premier Shares whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses.

Investor Expenses for Agency Shares

The expenses of the Agency Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM AGENCY SHARE S ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE    
Shareholder Service Fees
                    0.15   
Other Expenses1
                    0.09   
Total Annual Operating Expenses
                    0.32   
Fee Waivers and Expense Reimbursements2
                    (0.06 )   
Net Expenses2
                    0.26   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Agency Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.26 % of its average daily net assets from 2/19/05 through 1 2 /31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


43



JPMorgan
    Municipal Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Agency Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 1 2 /31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual return of the Agency Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
YOUR COST ($)
(with or without redemption)
                    27               96               173               399    
 

JPMORGAN MONEY MARKET FUNDS


44



The Funds’ Management and Administration

The following Funds are series of JPMorgan Trust I (JPMTI), a Delaware statutory trust:

• 
  Prime Money Market Fund

• 
  Federal Money Market Fund

• 
  100% U.S. Treasury Securities Money Market Fund

• 
  Tax Free Money Market Fund

Collectively, these are the JPMTI Funds.

The following Funds are series of JPMorgan Trust II (JPMTII), a Delaware statutory trust:

• 
  Liquid Assets Money Market Fund

• 
  U.S. Government Money Market Fund

• 
  U.S. Treasury Plus Money Market Fund

• 
  Municipal Money Market Fund

Collectively these are the JPMTII Funds.

The trustees of each trust are responsible for overseeing all business activities.

Each of the Funds operates in a multiple class structure. A multiple class fund is an open-end investment company that issues two or more classes of shares representing interests in the same investment portfolio.

Each class in a multiple class fund can set its own transaction minimums and may vary with respect to expenses for distribution, administration and shareholder services. This means that one class could offer access to a Fund on different terms, and thus would experience different performance, than another class. Certain classes may be more appropriate for a particular investor.

Each Fund may also issue other classes of shares that have different expense levels and performance and different requirements for who may invest. Call 1-800-766-7722 to obtain more information concerning all of the Funds’ other share classes. A Financial Intermediary (as described below) who receives compensation for selling Fund shares may receive a different amount of compensation for sales of different classes of shares.

The Funds’ Investment Advisers

JPMIM and JPMIA each act as investment adviser to several of the Funds and each makes day-to-day investment decisions for the Funds, which it advises. JPMIM is the investment adviser to the JPMTI Funds, and JPMIA (formerly known as Banc One Investment Advisors Corporation) is the investment adviser to the JPMTII Funds.

JPMIM is a wholly-owned subsidiary of J.P. Morgan Fleming Asset Management Holdings, Inc., which is a wholly-owned subsidiary of JPMorgan Chase & Co. (JPMorgan Chase), a bank holding company. JPMIA is an indirect, wholly-owned subsidiary of JPMorgan Chase.

During the most recent fiscal year ended 8/31/05, JPMIM was paid management fees (net of waivers, if any), as shown below, as a percentage of average daily net assets:

FUND
 
         %
 
Prime Money Market Fund
              
 
Federal Money Market Fund
              
 
100% U.S. Treasury Securities
Money Market Fund
              
 
Tax Free Money Market Fund
              
 
 

During the most recent fiscal year ended 6/30/05, JPMIA was paid management fees (net of waivers, if any), as shown below, as a percentage of average daily net assets:

FUND
 
         %
 
Liquid Assets Money Market Fund
              
0.16
U.S. Government Money Market Fund
              
0.06
U.S. Treasury Plus Money Market Fund
              
0.14
Municipal Money Market Fund
              
0.20
 

JPMORGAN MONEY MARKET FUNDS


45



The Funds’ Management and Administration

CONTINUED

Effective 2/19/05, the management fees for all the Funds was 0.08%.

A discussion of the basis the Board of Trustees of JPMTI used in reapproving the investment advisory for the JPMTI Funds is available in the annual report for the year ended August 31, 2005. A discussion for the JPMTII Funds is available in the SAI for those Funds.

The Funds’ Administrator

JPMorgan Funds Management, Inc. (the Administrator) provides administrative services and oversees each Fund’s other service providers. The Administrator receives a pro-rata portion of the following annual fee on behalf of each Fund for administrative services: 0.10% of the first $100 billion of average daily net assets of all money market funds in the JPMorgan Funds Complex and 0.05% of average daily net assets over $100 billion.

The Funds’ Shareholder Servicing Agent

The Trust, on behalf of the Funds, has entered into a shareholder servicing agreement with JPMorgan Distribution Services, Inc. (JPMDS) under which JPMDS has agreed to provide certain support services to the Funds’ shareholders. For performing these services, JPMDS, as shareholder servicing agent, receives an annual fee of 0.10% of the average daily net assets of Institutional Class Shares of each Fund. JPMDS may enter into service agreements with Financial Intermediaries under which it will pay all or a portion of the 0.10% annual fees to such entities for performing shareholder and administrative services.

The Funds’ Distributor

JPMDS (the Distributor) is the distributor for the Funds. The Distributor is an affiliate of JPMIM, JPMIA and the Administrator.

Additional Compensation to Financial Intermediaries

JPMIM, JPMIA, JPMDS and, from time to time, other affiliates of JPMorgan Chase may, at their own expense and out of their own legitimate profits, provide additional cash payments to Financial Intermediaries who sell shares of the JPMorgan Funds. For this purpose, Financial Intermediaries include financial advisors, investment advisers, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others, including various affiliates of JPMorgan Chase, that have entered into agreements with the Distributor. These additional cash payments are payments over and above the shareholder servicing fees which are disclosed elsewhere in this prospectus. These additional cash payments are generally made to Financial Intermediaries that provide shareholder or administrative services or marketing support. Marketing support may include access to sales meetings, sales representatives and Financial Intermediary management representatives, inclusion of the JPMorgan Funds on a sales list, including a preferred or select sales list, or other sales programs. These additional cash payments also may be made as an expense reimbursement in cases where the Financial Intermediary provides shareholder services to JPMorgan Fund shareholders. JPMIM, JPMIA and JPMDS may also pay cash compensation in the form of finders’ fees that vary depending on the JPMorgan Fund and the dollar amount of shares sold.

JPMORGAN MONEY MARKET FUNDS


46



How Your Account Works

BUYING FUND SHARES

You do not pay any sales charge (sometimes called a load) when you buy Agency Shares of these Funds.

The price you pay for your shares is the net asset value (NAV) per share of the class. NAV is the value of everything a class of a Fund owns, minus everything the class owes, divided by the number of shares of that class held by investors. The Funds seek to maintain a stable NAV per share of $1.00. Each Fund uses the amortized cost method to value its portfolio of securities. This method provides more stability in valuations. However, it may also result in periods during which the stated value of a security is different than the price the Fund would receive if it sold the investment.

The NAV of each class of shares is generally calculated as of the cut-off time each day the Funds are accepting orders. You will pay the next NAV per share calculated after the JPMorgan Institutional Funds Service Center accepts your order.

Agency Shares may be purchased by institutional investors such as corporations, pension and profit sharing plans, foundations, and any organization authorized to act in a fiduciary, advisory, custodial or agency capacity, including affiliates of JPMorgan Chase.

You may purchase Fund shares through your Financial Intermediary. Financial Intermediaries may include financial advisors, investment advisers, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others, including various affiliates of JPMorgan Chase, that have entered into agreements with JPMDS as Distributor and/or shareholder servicing agent. Shares purchased this way will typically be held for you by the Financial Intermediary. You may also purchase shares directly from the JPMorgan Institutional Funds Service Center.

Shares are available on any business day that the Federal Reserve Bank of New York (Federal Reserve) and the New York Stock Exchange (NYSE) are open, except the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day.

The Funds may close earlier a few days each year when the Bond Market Association recommends that the securities markets close trading early.

On occasion, the NYSE closes before 4:00 p.m. Eastern Time (ET). When the NYSE closes before a Fund’s cut-off time, purchase orders accepted by the Fund after the NYSE closes will be effective the following business day. Each Fund, however, may elect to remain open following an early close of the NYSE or to open on days when the Federal Reserve is open and the NYSE is closed. If your purchase order is accepted by the Fund before the Fund’s close on a day when the NYSE closes early but the Fund remains open, or on a day when the Fund is open but the NYSE is not, it will be effective the same business day. Purchase orders accepted after a Fund closes will be effective the following business day.

If the Fund accepts your order by the Fund’s cut-off time listed below, we will process your purchase order at that day’s price and you will be entitled to all dividends declared on that day. If the Fund accepts your purchase order after the cut-off time, we will process it at the next day’s price.

Share ownership is electronically recorded, therefore no certificates will be issued.

If a Financial Intermediary holds your shares, it is the responsibility of the Financial Intermediary to send your purchase order to the Fund. Your Financial Intermediary may have an earlier cut-off time for purchase orders.

In addition, your Financial Intermediary may be closed at times when the Fund is open (for example, when the NYSE is closed and the Fund elects to remain open).

JPMORGAN MONEY MARKET FUNDS


47



How Your Account Works

CONTINUED

Normally, the cut-off time for each Fund is:

Prime Money Market Fund
              
5:00 P.M. ET
Liquid Assets Money Market Fund
              
5:00 P.M. ET
U.S. Government Money Market Fund
              
5:00 P.M. ET
U.S. Treasury Plus Money Market Fund
              
5:00 P.M. ET
Federal Money Market Fund
              
2:00 P.M. ET
100% U.S. Treasury Securities Money Market Fund
              
2:00 P.M. ET
Tax Free Money Market Fund
              
NOON ET
Municipal Money Market Fund
              
NOON ET
 

The Fund must receive “federal funds” before the Fund’s cut-off time shown above (unless the Fund closes early, in which case federal funds must be received by the Fund’s close). If the Fund does not receive federal funds by its cut-off time, your order may not be effective until the next business day on which federal funds are timely received by the Fund. If you pay by check before the cut-off time, we will generally process your order the next business day the Fund is open for business.

The Funds have the right to refuse any purchase order or to stop offering shares for sale at any time.

TO OPEN AN ACCOUNT, BUY OR SELL SHARES OR GET FUND INFORMATION, CALL:
JPMORGAN INSTITUTIONAL FUNDS SERVICE CENTER
1-800-766-7722
              
 
 

Minimum Investments

Agency Shares are subject to a $10,000,000 minimum investment requirement per Fund. There are no minimum levels for subsequent purchases.

Former One Group accounts opened on or before February 18, 2005 will be subject to a $1,000,000 minimum. Agency Shares accounts of certain JPMorgan Funds (other than former One Group Funds) opened prior to January 1, 2002 will be subject to a minimum of $1,000,000.

The Funds reserve the right to waive any investment minimum. For further information on investment minimum waivers, call 1-800-766-7722.

General

The JPMorgan money market funds (including the Funds in this prospectus) are intended for short-term investment horizons, and do not monitor for market timers or prohibit short-term trading activity. Although these Funds are managed in a manner that is consistent with their investment objectives, frequent trading by shareholders may disrupt their management and increase their expenses.

Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. When you open an account, we will ask for your name, residential or business street address, date of birth (for an individual) and other information that will allow us to identify you, including your social security number, tax identification number or other identifying number. The Funds cannot waive these requirements. The Funds are required by law to reject your Account Application if the required identifying information is not provided.

We will attempt to collect any missing information required on the Account Application by contacting either you or your Financial Intermediary. If we cannot obtain this information within the established time frame, your Account Application will be rejected. Amounts received prior to receipt of the required information will be held uninvested and will be returned to you without interest if your Account Application is rejected. If the required information is obtained, your investment will be accepted and you will pay the NAV per share next calculated after all of the required information is received.

Once we have received all of the required information, federal law requires us to verify your identity. After an account is opened, we may restrict your ability to purchase additional shares until your identity is verified. If we are unable to verify your identity within a reasonable time, the Funds reserve the right to close your account at the current day’s NAV per share. If your account is closed for this reason, your shares will be redeemed at the NAV per share next calculated after the account is closed.

JPMORGAN MONEY MARKET FUNDS


48



PROSPECTUS DECEMBER  

2005

Send the completed Account Application and a check to:

JPMorgan Institutional Funds Service Center
500 Stanton Christiana Road, 3-OPS3
Newark, DE 19713

All checks must be in U.S. dollars. The Funds do not accept credit cards, cash, starter checks, money orders or credit card checks. The Funds reserve the right to refuse “third-party” checks and checks drawn on non-U.S. financial institutions even if payment may be effected through a U.S. financial institution. Checks made payable to any individual or company and endorsed to the JPMorgan Institutional Funds Service Center or a Fund are considered third-party checks. The redemption of shares purchased through JPMorgan Funds Services by check or an Automated Clearing House (ACH) transaction is subject to certain limitations. See “Selling Fund Shares.”

All checks must be made payable to one of the following:

• 
  JPMorgan Funds; or

• 
  The specific Fund in which you are investing.

Your purchase may be canceled if your check does not clear and you will be responsible for any expenses and losses to the Funds.

If you choose to pay by wire, please call 1-800-766-7722 to notify the Funds of your purchase and authorize your financial institution to wire funds to:

JPMORGAN CHASE BANK, N.A.
ATTN: JPMORGAN INSTITUTIONAL FUNDS
             SERVICE CENTER
ABA 021 000 021
DDA 323125832
FBO YOUR JPMORGAN FUND
    (EX: JPMORGAN ABC FUND-INSTITUTIONAL)
YOUR FUND NUMBER & ACCOUNT NUMBER
    (EX: FUND 123-ACCOUNT 123456789)
YOUR ACCOUNT REGISTRATION
    (EX: XYZ CORPORATION)

Orders by wire may be canceled if the JPMorgan Institutional Funds Service Center does not receive payment by the Fund’s cut-off time on the day that you placed your order. You will be responsible for any expenses and losses to the Funds.

You can buy shares in one of two ways:

Through Your Financial Intermediary

Tell your Financial Intermediary which Funds you want to buy and they will contact us. Your Financial Intermediary may charge you a fee and may offer additional services, such as special purchase and redemption programs, “sweep” programs, cash advances and redemption checks. Some Financial Intermediaries charge a single fee that covers all services.

The Fund must accept your order from your Financial Intermediary by the Fund’s cut-off time in order for us to process your purchase order at that day’s price. Your Financial Intermediary may impose different minimum investments and earlier cut-off times.

Your Financial Intermediary may be paid by JPMDS to assist you in establishing your account, executing transactions and monitoring your investment. Financial Intermediaries may provide the following services in connection with their customers’ investments in the Funds:

• 
  Acting directly or through an agent, as the sole shareholder of record

• 
  Maintaining account records for customers

• 
  Processing orders to purchase, redeem or exchange shares for customers

• 
  Responding to inquiries from shareholders

• 
  Assisting customers with investment procedures.

Through the JPMorgan Institutional Funds Service Center

Call 1-800-766-7722
Or
Complete the Account Application and mail it along with a check for the amount you want to invest to:

JPMORGAN MONEY MARKET FUNDS


49



How Your Account Works

CONTINUED

JPMorgan Institutional Funds Service Center
500 Stanton Christiana Road, 3-OPS3
Newark, DE 19713

The JPMorgan Institutional Funds Service Center will accept your order when federal funds, a wire, a check or ACH transaction is received together with a completed Account Application or other instructions in proper form.

If you purchase shares through a Financial Intermediary, you may be required to complete additional forms or follow additional procedures. You should contact your Financial Intermediary regarding purchases, exchanges and redemptions.

SELLING FUND SHARES

You can sell your shares on any day that the Funds are accepting purchase orders. You will receive the next NAV per share calculated after the Fund accepts your order.

We will need the names of the registered shareholders, your account number and other information before we can sell your shares.

Under normal circumstances, if a Fund accepts your order before the Fund’s cut-off time, the Fund will make available to you the proceeds that same business day by wire. Otherwise, except as permitted by the federal securities laws, your redemption proceeds will be paid within seven days (one day for the JPMorgan Prime Money Market Fund and the JPMorgan Liquid Assets Money Market Fund) after acceptance of the redemption order.

If you have changed your address of record within the previous 30 days, the Funds will not mail your proceeds, but rather will wire them or send them by ACH to a pre-existing bank account on record with the Funds.

The Funds may hold proceeds for shares purchased by ACH or check until the purchase amount has been collected, which may be as long as five business days.

You may also need to have medallion signature guarantees for all registered owners or their legal representatives if:

• 
  You want to redeem shares with a value of $50,000 or more and you want to receive your proceeds in the form of a check; or

• 
  You want your payment sent to an address, bank account or payee other than the one currently designated on your Fund account.

We may also need additional documents or a letter from a surviving joint owner before selling the shares. Contact the JPMorgan Institutional Funds Service Center for more details.

You can sell your shares in one of two ways:

Through Your Financial Intermediary

Tell your Financial Intermediary which Fund’s shares you want to sell. The Fund must accept your order from your Financial Intermediary by the Fund’s cut-off time in order for us to process your order at that day’s price. Your Financial Intermediary will send the necessary documents to the JPMorgan Institutional Funds Service Center. Your Financial Intermediary may charge you for this service.

Your Financial Intermediary may have an earlier cut-off time for redemption orders.

Through the JPMorgan Institutional Funds Service Center

Call 1-800-766-7722. We will mail you a check or send the proceeds via electronic transfer or wire to the bank account on our records.

Redemptions-In-Kind

Generally, all redemptions will be for cash. However, if you redeem shares worth $250,000 or more, the Fund reserves the right to pay part or all of your redemption proceeds in readily marketable securities instead of cash. If payment is made in securities, the Fund will value the securities selected in the same manner in which it computes its NAV. This process minimizes the effect of large redemptions on the Fund and its remaining shareholders.

EXCHANGING FUND SHARES

Agency Shares may be exchanged for shares of the same class in certain other JPMorgan Funds, subject to meeting any minimum investment or eligibility requirements.

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PROSPECTUS DECEMBER  

2005

The JPMorgan Funds do not charge a fee for this privilege. In addition, the JPMorgan Funds may change the terms and conditions of your exchange privileges upon 60 days’ written notice.

Generally, an exchange between JPMorgan Funds is considered a sale of Fund shares. Carefully read the prospectus of the Fund you want to buy before making an exchange.

We reserve the right to limit the number of exchanges or to refuse an exchange. Your exchange privilege will be revoked if the exchange activity is considered excessive.

You can exchange your shares in one of two ways:

Through Your Financial Intermediary

Tell your Financial Intermediary which Fund’s shares you want to exchange. They will send the necessary documents to the JPMorgan Institutional Funds Service Center. Your Financial Intermediary may charge you for this service.

Through the JPMorgan Institutional Funds
Service Center

Call 1-800-766-7722 to ask for details.

OTHER INFORMATION CONCERNING THE FUNDS

The Funds use reasonable procedures to confirm that instructions given by telephone are genuine. These procedures include recording telephone instructions and asking for personal identification. If these procedures are followed, the Funds will not be responsible for any loss, liability, cost or expense of acting upon unauthorized or fraudulent instructions; you bear the risk of loss.

Due to the relatively high cost of maintaining small accounts, if your account value falls below the Funds’ minimum investment requirement, the Funds reserve the right to redeem all of the remaining shares in your account and close your account or charge an annual sub-minimum account fee of $10 per Fund. Before either of these actions is taken, you will be given 60 days’ advance written notice in order to provide you with time to increase your account balance to the required minimum, by purchasing sufficient shares, in accordance with the terms of this pro spectus. To collect the $10 sub-minimum account fee, t he Funds will redeem $10 worth of shares from your account.

You may not always reach the JPMorgan Institutional Funds Service Center by telephone. This may be true at times of unusual market changes and shareholder activity. You can mail us your instructions or contact your Financial Intermediary. We may modify or cancel the sale of shares by telephone without notice.

You may write to:

JPMorgan Institutional Funds Service Center
500 Stanton Christiana Road, 3-OPS3
Newark, DE 19713

Shares of the JPMorgan U.S. Government Money Market Fund are intended to qualify as eligible investments for federally chartered credit unions pursuant to Sections 107(7), 107(8) and 107(15) of the Federal Credit Union Act, Part 703 of the National Credit Union Administration (NCUA) Rules and Regulations and NCUA Letter Number 155. This Fund intends to review changes in the applicable laws, rules and regulations governing eligible investments for federally chartered credit unions, and to take such action as may be necessary so that the investments of this Fund qualify as eligible investments under the Federal Credit Union Act and the regulations thereunder.

The Funds may suspend your ability to redeem or postpone payment for more than seven days (more than one day for the JPMorgan Prime Money Market Fund and the JPMorgan Liquid Assets Money Market Fund) when:

1. 
  Trading on the NYSE is restricted;

2. 
  The NYSE is closed (other than weekend and holiday closings);

3. 
  Federal securities laws permit;

4. 
  The SEC has permitted a suspension; or

5. 
  An emergency exists, as determined by the SEC.

See “Purchases, Redemptions and Exchanges” in the Statement of Additional Information for more details about this process.

JPMORGAN MONEY MARKET FUNDS


51



Shareholder Information

DISTRIBUTIONS AND TAXES

The Funds can earn income and can realize capital gain. The Funds deduct any expenses and then pay out these earnings to shareholders as distributions.

The Funds declare dividends daily, so your shares can start earning dividends on the day you buy them. The Funds distribute the dividends monthly in the form of additional shares, unless you tell us that you want distributions in cash or as a deposit in a pre-assigned bank account. The taxation of dividends will not be affected by the form in which you receive them. The Funds distribute any short-term capital gain at least annually. The Funds do not expect to realize long-term capital gain.

Dividends of net investment income will generally be taxable as ordinary income at the federal, state and local levels. Properly designated exempt-interest dividends paid by the Tax Free Money Market Fund and Municipal Money Market Fund are not subject to federal income taxes, but will generally be subject to state and local taxes and may be subject to federal alternative minimum tax . The state or municipality where you live may not charge you state and local taxes on dividends of tax-exempt interest earned on certain bonds.

Dividends of interest earned on bonds issued by the U.S. government and its agencies may also be exempt from some types of state and local taxes. It is unlikely that dividends from any of the Funds will qualify to any significant extent for the reduced 15% tax rate applicable to qualified dividend income.

The Funds’ investments in certain debt obligations may cause a Fund to recognize taxable income in excess of the cash generated by such obligations. Thus, a Fund could be required to at times to liquidate other investments in order to satisfy its distribution requirements.

If you receive distributions of net capital gain, the tax rate will be based on how long the Fund held a particular asset, not on how long you have owned your shares. The Funds expect substantially all of their distributions of net capital gain to be attributable to short-term capital gain which is taxed at rates applicable to ordinary income.

The dates on which dividends and capital gains will be distributed for calendar year [ 2005 ] will be available online at www.jpmorganfunds.com.

Early in each calendar year, the Funds will send you a notice showing the amount of distributions you received in the preceding year and the tax status of those distributions.

Any investor for whom a Fund does not have a valid Taxpayer Identification Number may be subject to backup withholding.

Any gain resulting from the sale or exchange of your shares will generally be subject to tax.

The tax considerations described in this section do not apply to tax-deferred accounts or other non-taxable entities.

The above is a general summary of the tax implications of investing in the Funds. Because each investor’s tax consequences are unique, please consult your tax advisor to see how investing in the Funds will affect your own tax situation.

AVAILABILITY OF PROXY VOTING RECORD

The Trustees have delegated the authority to vote proxies for securities owned by the Fund to JPMIM. A copy of each Fund’s voting record for the most recent 12-month period ended June 30 is available on the SEC’s website at www.sec.gov or on the Fund’s website at www.jpmorganfunds.com no later than August 31 of each year. Each Fund’s proxy voting record will include, among other things, a brief description of the matter voted on for each portfolio security, and will state how each vote was cast, for example, for or against the proposal.

PORTFOLIO HOLDINGS DISCLOSURE

Each business day, each Fund will make available upon request an uncertified complete schedule of its portfolio holdings as of the prior business day. Not later than 60 days after the end of each fiscal quarter, each Fund will make available a certified complete schedule of its portfolio holdings as of the last day of that quarter. In addition to providing hard copies upon request, the Funds will post these quarterly schedules on the Funds’ website

JPMORGAN MONEY MARKET FUNDS


52



PROSPECTUS DECEMBER  

2005


at www.jpmorganfunds.com and on the SEC’s website at www.sec.gov.

Shareholders may request portfolio holdings schedules at no charge by calling 1-800-766-7722.

A description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio holdings is available in the Statement of Additional Information.

JPMORGAN MONEY MARKET FUNDS


53



What the Terms Mean

Asset-backed securities: Interests in a stream of payments from specific assets, such as auto or credit card receivables.

Commercial paper: Short-term securities with maturities of 1 to 270 days which are issued by banks, corporations and others.

Demand notes: A debt security with no set maturity date. The investor can generally demand payment of the principal at any time.

Distribution fee: Covers the cost of the distribution system used to sell shares to the public.

Dollar weighted average maturity: The average maturity of the Fund is the average amount of time until the organizations that issued the debt securities in the Fund’s portfolio must pay off the principal amount of the debt. “Dollar weighted” means the larger the dollar value of debt security in the Fund, the more weight it gets in calculating this average.

Floating rate securities: Securities whose interest rates adjust automatically whenever a particular interest rate changes.

Liquidity: Liquidity is the ability to easily convert investments into cash without losing a significant amount of money in the process.

Management fee: A fee paid to the investment adviser to manage the Fund and make decisions about buying and selling the Fund’s investments.

Municipal lease obligations: These provide participation in municipal lease agreements and installment purchase contracts, but are not part of general obligations of the municipality.

Municipal obligations: Debt securities issued by or on behalf of states, territories and possessions or by their agencies or other groups with authority to act for them. For securities to qualify as municipal obligations, the municipality’s lawyers must give an opinion that the interest on them is not considered gross income for federal income tax purposes.

Other expenses: Miscellaneous items, including transfer agency, administration, custody and registration fees.

Qualified banks: (i) U.S. banks with more than $1 billion in total assets, and foreign branches of these banks; or (ii) foreign banks with the equivalent of more than $1 billion in total assets and which have branches or agencies in the U.S. or (iii) other U.S. or foreign commercial banks which the Fund’s adviser judges to have comparable credit standing.

Repurchase agreements: A special type of a short-term investment. A dealer sells securities to a Fund and agrees to buy them back later for a set price. This set price includes interest. In effect, the dealer is borrowing the Fund’s money for a short time, using the securities as collateral.

Reverse repurchase agreements: Contract whereby the Fund sells a security and agrees to repurchase it from the buyer on a particular date and at a specific price. Considered a form of borrowing.

Shareholder service fee: A fee to cover the cost of paying Financial Intermediaries to provide certain support services for your account.

Tax exempt municipal securities: Securities, generally issued as general obligation and revenue bonds, whose interest is exempt from federal taxation and state and/or local taxes in the state where the securities were issued.

U.S. government securities: Debt instruments (Treasury bills, notes, and bonds) guaranteed by the U.S. government for the timely payment of principal and interest.

Variable rate securities: Securities whose interest rates are periodically adjusted.

JPMORGAN MONEY MARKET FUNDS


54



This Page Intentionally Left Blank.



FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand each Fund’s financial performance for the past one through five fiscal years or periods, as applicable. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in a Fund (assuming reinvestment of all dividends and distributions). This information has been audited by PricewaterhouseCoopers LLP, whose reports, along with each Fund’s financial statements, are included in the Fund’s annual report, which is available upon request.

    


 
         Per share operating performance:
    

 
        
 
     Income from investment operations:
    
 
    

 
         Net asset
value,
beginning
of period
 
     Net
investment
income
 
     Less dividends
from net
investment
income
 
     Net asset
value,
end of period
 
     Total
Return(1)
 
JPMORGAN PRIME MONEY MARKET
FUND AGENCY SHARES
                                                                                         
Year Ended 8/31/04
                 $ 1.00                                            $1.00                   
Year Ended 8/31/03
                 $ 1.00                                            $1.00                   
Year Ended 8/31/02
                 $ 1.00                                            $1.00                   
Year Ended 8/31/01
                 $ 1.00                                            $1.00                   
Year Ended 8/31/00
                 $ 1.00                                            $1.00                   
                                                                                                             
 
  Amount rounds to less than $.005.

1
  Total Return figures do not include the effect of any deferred sales load.

*
  Amount rounds to less than one million.

JPMORGAN MONEY MARKET FUNDS


56



FINANCIAL HIGHLIGHTS

   

Ratios/Supplemental Data:
 

 
         Ratios to average net assets (a) :
    
Net assets,
end of period
( thousands )
 
         Net
expenses
 
     Net
investment
income
 
     Expenses
without waivers
and earnings credits
 
     Net investment
income
without waivers
and earnings credits
 

                                                                         
 
                                                                         
 
                                                                         
 
                                                                         
 
                                                                         
 
                                                                         
                                                                                         
 

JPMORGAN MONEY MARKET FUNDS


57



FINANCIAL HIGHLIGHTS
(CONTINUED)

   


 
         Per share operating performance:
    

 
        
 
     Investment operations:

     Distributions
    

 
         Net asset
value,
beginning
of period
 
     Net
investment
i ncome
(loss)
 
     Net realized
gains
(losses) on
investments
 
     Total from
investment
operations
 
     Net
investment
income
 
JPMORGAN LIQUID ASSETS
MONEY MARKET FUND*
                                                                                         
2/ 19 / 05(c) to 6/ 30 / 05
                 $ 1.000           $ 0.010           $ 0.000           $ 0.010           $ (0.010 )  
 
                                                                                                             
JPMORGAN U.S. GOVERNMENT
MONEY MARKET FUND (d)
                                                                                         
Year Ended June 30, 2005
                    $ 1.000              $ 0.019              $ 0.000 (f)             $ 0.019              $ (0.019 )  
Year Ended June 30, 2004
                    $ 1.000              $ 0.009              $ 0.000              $ 0.009              $ (0.0 0 9 )  
Year Ended June 30, 2003
                    $ 1.000              $ 0.013              $ 0.000              $ 0.013              $ (0.013 )  
11/ 1 / 01(c) to 6/ 30 / 02
                    $ 1.000              $ 0.012              $ 0.000              $ 0.012              $ (0.012 )  
 
                                                                                                             
JPMORGAN U.S. TREASURY PLUS
MONEY MARKET FUND
                                                                                         
2/ 19 / 05(c) to 6/ 30 / 05
                    $ 1.000              $ 0.009              $ 0.000 (f)             $ 0.009              $ (0.009 )  
 
                                                                                                             
JPMORGAN MUNICIPAL
MONEY MARKET FUND
                                                                                         
2/ 19 / 05(c) to 6/ 3 0 / 05
                    $ 1.000              $ 0.007              $ 0.000 (f)             $ 0.007              $ (0.007 )  
 
(a)
  Annualized for periods less than one year.

(b)
  Not annualized for periods less than one year.

(c)
  Commencement of offering of class of shares.

(d)
  Effective February 19, 2005, Administrative Class was renamed as Agency Shares.

(e)
  Effective February 19, 2005, the contractual expense limitation is 0.24%.

(f)
  Amount is less than $0.001.

*
  Formerly One Group® Prime Money Market Fund.

  Formerly One Group® U.S. Treasury Securities Money Market Fund.

JPMORGAN MONEY MARKET FUNDS


58



FINANCIAL HIGHLIGHTS

   

Per share operating performance:

  Ratios/Supplemental Data:
    

 
  Ratios to average net assets (a) :

    
Net asset
value,
end of
period
 
  Total
return (b)
 
     Net assets
end of
period
(000’s)
 
     Expenses
to
average
net assets
 
     Net investment
income to
average
net assets
 
Expenses to
average net
assets without
waivers
 
    

                                    
 
    
$1.000
          0.96 %             $482,594              0.26 %             2.68 %  
0.37%
    
 
                                                                               

                                                               
 
    
$ 1.000
          1.95%              $ 4,045,754              0.24%              2.55%   
0.32 %
    
$ 1.000
          0.87%              $ 98,212              0.24 %              0.86%   
0.24%
    
$1.000
          1.30%              $ 578,118              0.24%              1.14%   
0.24%
    
$1.000
          1.21%              $ 81,789              0.24 %              1.72 %   
0.24 %
    
 
                                                                               

                                                               
 
    
$ 1.000
          0.89 %              $ 898,116              0.26 %              2.52 %   
0.32 %
    
 
                                                                               

                                                               
 
    
$ 1.000
          0.75 %              $ 17              0.26 %              2.34 %   
0.32 %
    
 

JPMORGAN MONEY MARKET FUNDS


59



Appendix A—Legal Proceedings and
Additional Fee and Expense Information

On September 3, 2003, the New York Attorney General (“NYAG”) simultaneously filed and settled a com plaint (the “Canary Complaint”) against Canary Capital Partners, LLC, et al. (collectively, “Canary”). The Canary Complaint alleged, among other things, that Canary had engaged in improper trading practices with certain mutual funds in One Group Mutual Funds (now known as the JPMorgan Trust II). Specifically, the NYAG alleged that Canary engaged in certain activities that it characterized as “market timing” and also “late trading”.

On June 29, 2004, JPMorgan Investment Advisors (formerly known as Banc One Investment Advisors) entered into agreements with the Securities and Exchange Commission (the “SEC”) and the NYAG in resolu tion of investigations conducted by the SEC and the NYAG into market timing of certain Funds, possible late trading of certain Funds and related matters. In it settlement with the SEC, JPMorgan Investment Advisors consented to the entry of an order by the SEC (the “SEC Order”) instituting and settling administrative and cease-and desist proceedings against it. Under the terms of the SEC Order and the NYAG settlement agree ment, JPMorgan Investment advisors agreed to pay disgorgement of $10 million and a civil money penalty of $40 million for a total payment of $50 million, which will be distributed to certain current and former shareholders of the Funds as noted below. The settlement agreement with the NYAG also required JPMorgan Investment Advisors to reduce its management fee for certain Funds in the aggregate amount of approximately $8 million annually over five years commencing September 2004. In addition, JPMorgan Investment Advisors has agreed to and has commenced implementation of undertakings relating to, among other things, (i) governance changes designed to maintain the independence of the Board of Trustees and its chairman, and to ensure compliance with applicable federal securities laws, (ii) the retention of an inde pendent consultant to conduct a review of supervisory, compliance and other policies and procedures designed to prevent and detect, among other things, breaches of fiduciary duty, (iii) an agreement to cease- and-desist from violations of certain provisions of the Investment Advisers Act of 1940 (the “Advisers Act”) and the Investment Company Act of 1940, as amended (“1940 Act”), (iv) additional fee-related disclosure to investors and (v) the retention of a senior officer to assist the Board in monitoring compliance and review ing management fee arrangements.

Under the terms of the SEC Order and the NYAG settlement agreement, the $50 million payment by JPMorgan Investment Advisors has funded a pool established for distribution to affected shareholders of certain Funds. This pool will be distributed in accordance with a distribution plan currently being developed by an independent distribution consultant in consultation with JPMorgan Investment Advisors and accept able to the Board’s independent trustees and the staff of the SEC. The distribution plan will provide for investors to receive, in order of priority, (i) their proportionate share of losses from market timing, and (ii) a proportionate share of advisory fees paid by the Funds that suffered such losses during the period of such market timing. It is currently expected that such amounts will be paid in 2005. More specific information on the distribution plan will be communicated at a later date in an appropriate manner.

Mark A. Beeson, the former president and chief executive officer of One Group Mutual Funds and a former senior managing Director of JPMorgan Investment Advisors, was also named a respondent in the SEC Order and con sented to its entry. As part of the settlement agreement with the SEC, Mr. Beeson agreed to, among other things, a civil money penalty and suspensions from association with any investment adviser or registered investment company. Mr. Beeson was not a party to the agreement with, nor was he sanctioned by, the NYAG.

The agreement with the SEC is reflected in the SEC Order, which states, among other things, that JPMorgan Investment Advisors and Mr. Beeson violated and/or aided and abetted and caused violations of the anti fraud provisions of the Advisers Act and the 1940 Act by, among other things, (i) allowing excessive short- term trading in certain of the Funds that was inconsistent with the terms of the Funds’ prospectus and that was potentially harmful to the Funds, (ii) failing to disclose to the Board or to shareholders, among other

JPMORGAN MONEY MARKET FUNDS


60



PROSPECTUS DECEMBER  

2005

things, the conflict of interest created by market timing arrangements, (iii) failing to charge redemption fees for redemptions by certain shareholders as required by the applicable prospectuses when other shareholders were charged the redemption fees, (iv) having no written procedures in place to prevent the nonpublic disclosure of Fund portfolio holdings and improperly providing confidential portfolio holdings to certain persons when others were not provided with or otherwise privy to the same information, and (v) causing certain Funds, without the knowledge of the Board, to participate in joint transactions raising a conflict of interest in violation of the 1940 Act. The settlement agreement with the NYAG contains statements consistent with those described in the preceding sentence regarding the SEC Order. JPMorgan Investment Advisors and Mr. Beeson neither admit nor deny the findings set forth in the SEC Order, and JPMorgan Investment Advisors neither admits nor denies the finds in its settlement agreement with the NYAG.

In addition to the matters involving the SEC and state Attorneys General, over 20 lawsuits have been filed by private plaintiffs in connection with these circumstances in various state and federal courts around the country. These actions have transferred to the United States District Court for the District of Maryland for coordinated or consolidated pretrial proceedings by the orders of the Judicial Panel on Multidistrict Litiga tion, a federal judicial body that assists in the administration of such actions. On September 29, 2004, the plaintiffs in these actions filed two consolidated amended complaints in these cases. One complaint was filed as a putative class action on behalf of investors who purchased, held or redeemed shares of the Funds during specified periods and the other was filed as a derivative action on behalf of One Group Mutual Funds and its series. The lawsuits generally relate to the same facts that were the subject of the SEC order and NYAG settlement discussed above.

On April 11, 2005, the West Virginia Attorney General filed a lawsuit against JPMorgan Investment Advisors, among others, in West Virginia state court. The complaint focuses on conduct characterized as market tim ing and primarily alleges violations of West Virginia state laws prohibiting unfair trade practices. The lawsuit has been conditionally transferred to the same Maryland court referred to above. Factual allegations in the West Virginia lawsuit are essentially the same as those in the NYAG agreement.

These actions name as defendants, among others, Banc One Investment Advisors, Bank One Corporation and JPMorgan Chase & Co. (the former and current corporate parent of JPMorgan Investment Advisors), the Distributor, One Group Services Company (the Funds’ former distributor), Banc One High Yield Partners, LLC (now known as JPMorgan High Yield Partners LLC) (the sub-adviser to JPMorgan High Yield Bond Fund and JPMorgan Core Plus Bond Fund), certain officers of One Group Mutual Funds and JPMorgan Investment Advisors and certain current and former Trustees. The putative class action lawsuit also names One Group Mutual Funds as a defendant. These two actions collectively allege, among other things, that various defen dants (i) violated various antifraud and other provisions of federal securities laws, (ii) breached their fidu ciary duties, (iii) unjustly enriched themselves, (iv) breached Fund-related contracts, and (v) conspired to commit unlawful acts. These complaints seek, among other things, compensatory damages, restitution, disgorgement of unjustly earned profits, punitive damages, removal of the Trustees, removal of the Fund’s investment advisers and the Distributor, rescission of the distribution and service plans adopted under Rule 12b-1 of the 1940 Act, and attorneys’ fees.

It is possible that these matters and/or related developments may result in increased Fund redemptions and reduced sales of Fund shares, which could result in increased costs and expenses or otherwise adversely affect the Funds.

The foregoing speaks only as of the date of this prospectus. Additional lawsuits presenting allegations and requests for relief arising out of or in connection with any of the foregoing matters may be filed against these and related parties in the future.

JPMORGAN MONEY MARKET FUNDS


61



Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

Annual and Cumulative Expense Examples

The settlement agreement with the NYAG requires BOIA to establish reduced “net management fee rates” for certain Funds (“Reduced Rate Funds”). “Net Management Fee Rates” means the percentage fee rates specified in contracts between BOIA and its affiliates and the Reduced Rate Funds, less waivers and reimbursements by BOIA and its affiliates, in effect as of June 30, 2004. The settlement agreement requires that the reduced Net Management Fee Rates must result in a reduction of $8 million annually based upon assets under management as of June 30, 2004, for a total reduction over five years of $40 million from that which would have been paid by the Reduced Rate Funds on the Net Management Fee Rates as of June 30, 2004. To the extent that BOIA and its affiliates have agreed as part of the settlement with the NYAG to waive or reimburse expenses of a Fund in connection with the settlement with the NYAG, those reduced Net Management Fee Rates are referred to as “Reduced Rates.” The Reduced Rates will remain in place at least through June 30, 2009. To the extent that a Reduced Rate Fund merges into another Fund, the Reduced Rate is required to carry forward and apply with respect to the acquiring Fund.

The Reduced Rate Funds are the JPMorgan Large Cap Value Fund, JPMorgan Equity Index Fund, the JPMorgan Equity Income Fund and the JPMorgan Government Bond Fund (each of which is currently a series of JPMorgan Trust II) and JPMorgan U.S. Equity Fund (the successor by merger to the One Group Diversified Equity Fund and a series of JPMorgan Trust I) are subject to a Reduced Rate. The Reduced Rate was implemented on September 27, 2004 and will remain in place at least through June 30, 2009.

The required reductions may be made in the form of fee waivers or expense reimbursements in connection with the advisory agreement, administration agreement or distribution agreement. Beginning February 19, 2005, such reductions may also or instead be made in connection with the shareholder servicing agreement or other service agreements with affiliates. To the extent that such reductions are made in connection with class specific expenses in a manner consistent with applicable law, the Reduced Rates may affect different share classes of the same Affected Fund to differing degrees.

The “Gross Expense Ratio” includes the contractual expenses that make up the Net Management Fee Rates, Rule 12b-1 distribution fees, fees paid to vendors not affiliated with JPMIM that provide services to the Funds and other fees and expenses of the Funds. The “Net Expense Ratio” is Gross Expenses less any fee waivers or expense reimbursements to achieve the Reduced Rates or other fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIM and/or its affiliates, as applicable. The affected Funds offered in this prospectus are not subject to a Reduced Rate.

Fund

         Class
     Net Expense
Ratio
     Gross Expense
Ratio
JPMorgan Prime Money Market Fund
              
Agency
    
        %
    
        %
JPMorgan Liquid Assets Money Market Fund
              
Agency
    
0.26%
    
0.37%
JPMorgan U.S. Government Money Market Fund
              
Agency
    
0.26%
    
0.33%
JPMorgan U.S. Treasury Plus Money Market Fund
              
Agency
    
0.26%
    
0.32%
JPMorgan 100% U.S. Treasury Securities
Money Market Fund
              
Agency
    
        %
    
        %
JPMorgan Municipal Money Market Fund
              
Agency
    
0.26%
    
0.32%
 

A Fund’s annual return is reduced by its fees and expenses for that year. The examples below are intended to help you understand the annual and cumulative impact of the Fund’s fees and expenses on your investment through a hypothetical investment of $10,000 held for the next 10 years. The examples assume the following:

• 
  On December 1, 2005, you invest $10,000 in the Fund and you will hold the shares for the entire 10 year period;

• 
  Your investment has a 5% return each year;

JPMORGAN MONEY MARKET FUNDS


62



PROSPECTUS DECEMBER  

2005

• 
  The Fund’s operating expenses remain at the levels discussed below and are not affected by increases or decreases in Fund assets over time;

• 
  At the time of purchase, any applicable initial sales charges (loads) are deducted; and

• 
  There is no sales charge (load) on reinvested dividends.

• 
  The annual costs are calculated using the Net Expense Ratios for the period through the expiration of any fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIM and/or its affiliates; and the Gross Expense Ratios thereafter.

“Annual Net Return” shows what effect the “Annual Costs” will have on the assumed 5% annual return for each year. “Gross Cumulative Return” shows what the cumulative return on your investment at the end of each fiscal year would be if Fund expenses are not deducted. “Net Cumulative Return” shows what the cumulative return on your investment at the end of each fiscal year would be assuming Fund expenses are deducted each year in the amount shown under “Annual Costs.”

Your actual costs may be higher or lower than those shown.


 
         JPMorgan Prime Money Market Fund – Agency Shares
    
Period Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
December 31, 2005a
                                                                         
December 31, 2006
                                                                         
December 31, 2007
                                                                         
December 31, 2008
                                                                         
December 31, 2009
                                                                         
December 31, 2010
                                                                         
December 31, 2011
                                                                         
December 31, 2012
                                                                         
December 31, 2013
                                                                         
December 31, 2014
                                                                         
December 31, 2015
                                                                         
 
a  
  Information from February 19, 2005 through year end not annualized.


 
         JPMorgan Liquid Assets
Money Market Fund – Agency Shares

    
Period Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 27               5.00%              4.74%              5.14%   
November 30, 2007
                 $ 39               10.25%              9.60%              4.24%   
November 30, 2008
                 $ 41               15.76%              14.67%              4.63%   
November 30, 2009
                 $ 43               21.55%              19.98%              4.63%   
November 30, 2010
                 $ 45               27.63%              25.54%              4.63%   
November 30, 2011
                 $ 48               34.01%              31.35%              4.63%   
November 30, 2012
                 $ 50               40.71%              37.43%              4.63%   
November 30, 2013
                 $ 52               47.74%              43.79%              4.63%   
November 30, 2014
                 $ 54               55.13%              50.45%              4.63%   
November 30, 2015
                 $ 57               62.89%              57.42%              4.63%   
 

JPMORGAN MONEY MARKET FUNDS


63



Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED


 
         JPMorgan U.S. Government
Money Market Fund – Agency Shares
    
Period Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 27               5.00%              4.74%              5.14%   
November 30, 2007
                 $ 35               10.25%              9.64%              4.28%   
November 30, 2008
                 $ 37               15.76%              14.76%              4.67%   
November 30, 2009
                 $ 39               21.55%              20.11%              4.67%   
November 30, 2010
                 $ 41               27.63%              25.72%              4.67%   
November 30, 2011
                 $ 42               34.01%              31.60%              4.67%   
November 30, 2012
                 $ 44               40.71%              37.74%              4.67%   
November 30, 2013
                 $ 47               47.74%              44.17%              4.67%   
November 30, 2014
                 $ 49               55.13%              50.91%              4.67%   
November 30, 2015
                 $ 51               62.89%              57.95%              4.67%   
 


 
         JPMorgan U.S. Treasury Plus
Money Market Fund — Agency Shares
    
Period Ended

         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 27               5.00%              4.74%              5.14%   
November 30, 2007
                 $ 34               10.25%              9.65%              4.29%   
November 30, 2008
                 $ 36               15.76%              14.78%              4.68%   
November 30, 2009
                 $ 38               21.55%              20.15%              4.68%   
November 30, 2010
                 $ 39               27.63%              25.77%              4.68%   
November 30, 2011
                 $ 41               34.01%              31.66%              4.68%   
November 30, 2012
                 $ 43               40.71%              37.82%              4.68%   
November 30, 2013
                 $ 45               47.74%              44.27%              4.68%   
November 30, 2014
                 $ 47               55.13%              51.02%              4.68%   
November 30, 2015
                 $ 49               62.89%              58.09%              4.68%   
 

JPMORGAN MONEY MARKET FUNDS


64



PROSPECTUS DECEMBER  

2005


 
         JPMorgan 100% U.S. Treasury Securities
Money Market Fund – Morgan Shares
    
Period Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
December 31, 2005a
                                                                         
December 31, 2006
                                                                         
December 31, 2007
                                                                         
December 31, 2008
                                                                         
December 31, 2009
                                                                         
December 31, 2010
                                                                         
December 31, 2011
                                                                         
December 31, 2012
                                                                         
December 31, 2013
                                                                         
December 31, 2014
                                                                         
December 31, 2015
                                                                         
 
a  
  Information from February 19, 2005 through year end not annualized.


 
         JPMorgan Municipal
Money Market Fund — Agency Shares
    
Period Ended

         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 27               5.00%              4.74%              5.14%   
November 30, 2007
                 $ 34               10.25%              9.65%              4.29%   
November 30, 2008
                 $ 36               15.76%              14.78%              4.68%   
November 30, 2009
                 $ 38               21.55%              20.15%              4.68%   
November 30, 2010
                 $ 39               27.63%              25.77%              4.68%   
November 30, 2011
                 $ 41               34.01%              31.66%              4.68%   
November 30, 2012
                 $ 43               40.71%              37.82%              4.68%   
November 30, 2013
                 $ 45               47.74%              44.27%              4.68%   
November 30, 2014
                 $ 47               55.13%              51.02%              4.68%   
November 30, 2015
                 $ 49               62.89%              58.09%              4.68%   
 

JPMORGAN MONEY MARKET FUNDS


65



This Page Intentionally Left Blank.



Privacy Policy

The JPMorgan Funds understand that protecting your financial privacy is just as important as protecting your financial assets. We are committed to the responsible use of information in order to provide you with the products and services you want, when and where you want them. This statement of our privacy policy is intended to help you understand the ways in which we gather, use and protect your financial information.

KEY DEFINITIONS

This Privacy Policy describes the way we treat nonpublic personal information that we may obtain from our customers or from consumers generally. Key terms used throughout this policy are:

 
  Consumer — an individual who applies for or obtains a financial product or service from the JPMorgan Funds for personal, family or household purposes, including individuals who don’t have a continuing relationship with the JPMorgan Funds. Consumers include individuals who provide nonpublic personal information to our shareholder servicing representatives, but do not invest in the JPMorgan Funds.

 
  Customer — a consumer who has a continuing relationship with the JPMorgan Funds through record ownership of fund shares.

 
  Nonpublic personal information — any personally identifiable financial information about a consumer that is obtained by the JPMorgan Funds in connection with providing financial products and services to that consumer and which is not otherwise publicly available. A telephone directory listing is an example of public information.

COLLECTION OF NONPUBLIC PERSONAL INFORMATION

We collect information to service your account, to protect you from fraud, and to make available products and services that may be of interest to you. We collect nonpublic personal information about you from the following sources:

• 
  Information we receive from you on applications or other forms, on our website, or through other means;

• 
  Information we receive from you through transactions, correspondence and other communications with us; and

• 
  Information we otherwise obtain from you in connection with providing you a financial product or service.

INFORMATION SHARING WITH THIRD PARTY SERVICE PROVIDERS

We do not share any nonpublic personal information about our customers or former customers with anyone, except as required or permitted by law. This means we may disclose all of the information we collect, as described above, to companies who help us maintain and service accounts. For instance, we will share information with the transfer agent for the JPMorgan Funds. The transfer agent needs this information to process your purchase, redemption and exchange transactions and to update your account. In addition, we may share nonpublic personal information to protect against fraud, to respond to subpoenas, or as described in the following section.

INFORMATION SHARING WITH JOINT MARKETERS

We also may share the information described above in Collection of Nonpublic Personal Information with broker-dealers and other financial intermediaries that perform marketing services on our behalf and with which we have joint marketing agreements. However, we only provide information about you to that broker-dealer or financial intermediary from whom you purchased your Fund shares or who currently services your Fund account. In addition, our joint marketing agreements prohibit recipients of this information from disclosing or using the information for any purpose other than the purposes for which it is provided to them.

JPMORGAN DISTRIBUTION SERVICES, INC. (JPMDS)

In general, JPMDS, as distributor for the JPMorgan Funds, does not independently collect or retain nonpublic personal financial information relating to any past, present or prospective shareholders

This description of the JPMorgan Funds’ Privacy Policy is not part of the prospectus.





of the Funds. From time to time, the Funds or companies that provide services to the Funds may provide to JPMDS nonpublic personal financial information relating to shareholders or prospective shareholders as necessary for JPMDS to perform services for the Funds. In such circumstances, JPMDS adheres to the regulatory limitations on the use or disclosure of that information and its own obligations to the Funds to protect the security and confidentiality of the information.

CHILDREN’S ONLINE PRIVACY ACT DISCLOSURE

From our website, the JPMorgan Funds do not knowingly collect or use personal information from children under the age of 13 without obtaining verifiable consent from their parents. Should a child whom we know to be under 13 send personal information to us, we will only use that information to respond directly to that child, seek parental consent or provide parental notice. We are not responsible for the data collection and use practices of nonaffiliated third parties to which our website may link.

SPECIAL NOTICE TO CALIFORNIA CONSUMERS

The California Financial Information Privacy Act generally prohibits us from sharing nonpublic personal information about California consumers without notice and, in some instances, consent, unless such sharing is necessary to effect, administer, or enforce transactions authorized or instructed by you. Unless you direct or authorize otherwise, we only share information with service providers, including the broker-dealer or financial intermediary from whom you purchased your Fund shares or who currently services your Fund account. To the extent that your broker-dealer is also a joint marketer, we only share nonpublic personal information so that they may provide services in connection with your Fund shares.

SECURITY

For your protection, the JPMorgan Funds maintain security standards and procedures that we continually update to safeguard against unauthorized disclosure of information or access to information about you.

We restrict access to nonpublic personal information about you to those individuals who need to know that information to provide products and services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

THE JPMORGAN FUNDS’ PRIVACY COMMITMENT

The JPMorgan Funds are committed to protecting the privacy of our customers, but we understand that the best protection requires a partnership with you. We encourage you to find out how you can take steps to further protect your own privacy by visiting us online at www.jpmorganfunds.com.

This description of the JPMorgan Funds’ Privacy Policy is not part of the prospectus.



HOW TO REACH US

MORE INFORMATION

For investors who want more information on these Funds the following documents are available free upon request:

ANNUAL AND SEMI-ANNUAL REPORTS

Our annual and semi-annual reports contain more information about each Fund’s investments and performance. The annual report also includes details about the market conditions and investment strategies that had a significant effect on each Fund’s performance during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains more detailed information about the Funds and their policies. It is incorporated by reference into this prospectus. This means, by law, it is considered to be part of this prospectus.

You can get a free copy of these documents and other information, or ask us any questions, by calling us at 1-800-766-7722 or writing to:

JPMorgan Institutional Funds Service Center
500 Stanton Christiana Road, 3-OPS3
Newark, DE 19713

If you buy your shares through a Financial Intermediary, you should contact that Financial Intermediary directly for more information. You can also find information online at www.jpmorganfunds.com.

You can write or e-mail the SEC’s Public Reference Room and ask them to mail you information about the Funds, including the SAI. They will charge you a copying fee for this service. You can also visit the Public Reference Room and copy the documents while you are there.

Public Reference Room of the SEC
Washington, DC 20549-0102
1-202-942-8090
E-mail: publicinfo@sec.gov

Reports, a copy of the SAI and other information about the Funds are also available on the SEC’s website at http://www.sec.gov.

Investment Company Act File Nos.
JPMorgan Trust I

 

811-21295
JPMorgan Trust II 811-4236


©JPMorgan Chase & Co. All Rights Reserved. December 2005.

PR-MMA-1205




PROSPECTUS DECEMBER   , 2005

JPMorgan

Money Market

Funds

Capital Shares

Prime Money Market Fund
Liquid Assets Money Market Fund
U.S. Government Money Market Fund
100% U.S. Treasury Securities Money Market Fund

The Securities and Exchange Commission has
not approved or disapproved of these securities
or determined if this prospectus is truthful or
complete. Any representation to the contrary is
a criminal offense.





CONTENTS

Prime Money Market Fund
                    1   
Liquid Assets Money Market Fund
                    7   
U.S. Government Money Market Fund
                    13   
100% U.S. Treasury Securities Money Market Fund
                    1 8   
The Funds’ Management and Administration
                    23   
How Your Account Works
                    25   
Buying Fund Shares
                    25   
Selling Fund Shares
                    28   
Exchanging Fund Shares
                    28   
Other Information Concerning the Funds
                    29   
Shareholder Information
                    30   
Distributions and Taxes
                    30   
Availability of Proxy Voting Record
                    30   
Portfolio Holdings Disclosure
                    30   
What the Terms Mean
                    31   
Financial Highlights
                    3 2   
Appendix A — Legal Proceedings and Additional Fee and Expense Information
                    39   
How To Reach Us
                    Back cover    
 


JPMorgan
    Prime Money Market Fund

The Fund’s Objective

The Fund aims to provide the highest possible level of current income while still maintaining liquidity and preserving capital.

The Fund’s Main Investment Strategy

The Fund invests in high quality, short-term money market instruments which are issued and payable in U.S. dollars. The Fund principally invests in:

• 
  high quality commercial paper and other short-term debt securities, including floating and variable rate demand notes of U.S. and foreign corporations

• 
  debt securities issued or guaranteed by qualified U.S. and foreign banks, including certificates of deposit, time deposits and other short-term securities

• 
  securities issued or guaranteed by the U.S. government, its agencies or instrumentalities

• 
  asset-backed securities

• 
  repurchase agreements and reverse repurchase agreements

• 
  taxable municipal obligations

• 
  funding agreements issued by banks and highly rated U.S. insurance companies, such as Guaranteed Investment Contracts (GICs) and Bank Investment Contracts (BICs).

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by J.P. Morgan Investment Management Inc. (JPMIM), the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund will concentrate its investments in the banking industry. Therefore, under normal conditions, the Fund will invest at least 25% of its total assets in securities issued by companies in the banking industry. The Fund may, however invest less than 25% of its total assets in this industry if warranted due to adverse economic conditions and if investing less than 25% appears to be in the best interest of shareholders.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

JPMORGAN MONEY MARKET FUNDS


1



JPMorgan
    Prime Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Credit Risk.  The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation, and as a result the value of your investment could decline. The price and liquidity of a security can also be adversely affected as credit status deteriorates and the probability of default rises. The Fund minimizes credit risk by investing only in high-quality obligations and limiting the maturity of its investments.

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are prepaid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Government Securities Risk.  The Fund may hold the indebtedness of certain issuers identified with the U.S. government, including the well-known Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), which is not entitled to the full faith and credit of the United States. These securities are supported only by their own credit and are subject to the risk of default in the payment of interest and/or principal, like the indebtedness of private issuers.

Concentration Risk.  Because the Fund will invest a significant portion of its assets in securities of companies in the banking industry, developments affecting the banking industry will have a disproportionate impact on the Fund. These risks generally include interest rate risk, credit risk and risk associated with regulatory changes in the banking industry. The profitability of banks depends largely on the availability and cost of funds, which can change depending on economic conditions.

Foreign Securities Risk.  Investments in foreign securities may be riskier than investments in U.S. securities. Foreign securities may be affected by political, social and economic instability and may be subject to higher transaction costs and delayed settlement. There may also be less public information available about such securities.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash. Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

JPMORGAN MONEY MARKET FUNDS


2



PROSPECTUS DECEMBER  

2005

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


3



JPMorgan
    Prime Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Capital Shares had not commenced operations as of December 31, 2004, t he bar chart shows how the performance of the Fund’s Institutional Class Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-766-7722 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER
3rd quarter, 2000                1.64 %  
WORST QUARTER
4th quarter, 2003                0.23 %  
  
1st quarter, 2004                     
  
2nd quarter, 2004                     
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

2
  As of December 31, 2004, the Capital Shares had not com menced operations. The performance shown is that of the Institutional Class Shares whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses. The performance for the period before Institutional Class Shares were launched on 9/10/01 [ and the performance in the bar chart prior to 1/1/02 ] are based on the performance of Agency Shares of the Fund, which invest in the same portfolio of securities.

JPMORGAN MONEY MARKET FUNDS


4



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Institutional Class Shares1
                    1.26              2.89              4.19   
 
1
  As of December 31, 2004, the Capital Shares had not com menced operations. The performance shown is that of the Institutional Class Shares whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses. The performance for the period before Institutional Class Shares were launched on 9/10/01 are based on the performance of Agency Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not offered in this prospectus.

Investor Expenses for Capital Shares

The expenses of the Capital Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM CAPITAL SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE    
Shareholder Service Fees
                    0.0 5   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waiver and Expense Reimbursements2
                         
Net Expenses2
                    0. 16   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year.

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the distributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Capital Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0. 16 % of its average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


5



JPMorgan
    Prime Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Capital Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Capital Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
YOUR COST ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


6



JPMorgan
    Liquid Assets Money Market Fund
    
(formerly One Group® Prime Money Market Fund)

The Fund’s Objective

The Fund seeks current income with liquidity and stability of principal.

The Fund’s Main Investment Strategy

The Fund invests in high quality, short-term money market instruments which are issued and payable in U.S. dollars. The Fund principally invests in:

• 
  high quality commercial paper and other short-term debt securities, including floating and variable rate demand notes of U.S. and foreign corporations

• 
  debt securities issued or guaranteed by qualified U.S. and foreign banks, including certificates of deposit, time deposits and other short-term securities

• 
  securities issued or guaranteed by the U.S. government, its agencies or instrumentalities

• 
  asset-backed securities

• 
  repurchase agreements and reverse repurchase agreements

• 
  taxable municipal obligations

• 
  funding agreements issued by banks and highly rated U.S. insurance companies, such as GICs and BICs.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. these securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMorgan Investment Advisors Inc. (JPMIA), the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund will concentrate its investments in the financial services industry, including asset-backed commercial paper programs. Therefore, under normal conditions, the Fund will invest at least 25% of its total assets in securities issued by companies in the financial services industry, which includes banks, broker-dealers, finance companies and other issuers of asset-backed securities. The Fund may, however invest less than 25% of its total assets in this industry if warranted due to adverse economic conditions and if investing less than 25% appears to be in the best interest of shareholders.

The Fund may engage in securities lending in order to generate additional income. The Fund may loan up to 33-1/3% of its total assets, provided such loans are collateralized by securities issued by the U.S. government or its agencies and instrumentalities or by cash.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.

JPMORGAN MONEY MARKET FUNDS


7



JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Credit Risk.  The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation, and as a result the value of your investment could decline. The price and liquidity of a security can also be adversely affected as credit status deteriorates and the probability of default rises. The Fund minimizes credit risk by investing only in high-quality obligations and limiting the maturity of its investments.

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are prepaid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Government Securities Risk.  The Fund may hold the indebtedness of certain issuers identified with the U.S. government, including the well-known Fannie Mae and Freddie Mac, which is not entitled to the full faith and credit of the United States. These securities are supported only by their own credit and are subject to the risk of default in the payment of interest and/or principal, like the indebtedness of private issuers.

Securities Lending Risk.  The Fund may lend securities, which involves the risk that the loaned securities may not be returned if the borrower or the lending agent defaults. The collateral is also subject to the risks of the securities in which it is invested. The risk of securities lending is reduced, however, by the following policies:

• 
  JPMIA maintains a list of approved borrowers, which it believes to present low credit risk;

• 
  The Fund receives collateral equal to at least 100% of the current value of the securities loaned plus accrued interest;

• 
  The lending agent indemnifies the Fund against borrower default;

• 
  JPMIA’s collateral investment guidelines limit the quality and duration of collateral investment to minimize losses; and

• 
  Upon recall, the borrower must return the securities loaned within the normal settlement period.

Concentration Risk.  Because the Fund will invest a significant portion of its assets in securities of companies in the financial services industry, developments affecting the financial services industry will have a disproportionate impact on the Fund. These risks generally include interest rate risk, credit risk and risk associated with regulatory changes in the financial services industry. In addition, financial

JPMORGAN MONEY MARKET FUNDS


8



PROSPECTUS DECEMBER  

2005


services companies are highly dependent on the supply of short-term financing.

Foreign Securities Risk. Investments in foreign securities may be riskier than investments in U.S. securities. Foreign securities may be affected by political, social and economic instability and may be subject to higher transaction costs and delayed settlement. There may also be less public information available about such securities.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash. Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


9



JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Capital Shares had not commenced operations as of December 31, 2004, the bar chart shows how the performance of the Fund’s Investor Shares (formerly Class I Shares), the original class offered, has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-766-7722 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 4th quarter, 2000
                    1.56 %  
WORST QUARTER 1st quarter, 2004
                    0.16 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

2
  As of December 31, 2004, the Capital Shares had not commenced operations. The performance shown is that of the Investor Shares, the original class offered, whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses.

JPMORGAN MONEY MARKET FUNDS


10



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Investor Shares1
                    0.96              2.60              3,95   
 
1
  As of December 31, 2004, the Capital Shares had not commenced operations. The performance shown is that of the Investor Shares, the original class offered, whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses.

Investor Expenses for Capital Shares

The expenses of the Capital Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM CAPITAL SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE    
Shareholder Service Fees
                    0.0 5   
Other Expenses1
                    0.14   
Total Annual Operating Expenses
                    0.27   
Fee Waiver and Expense Reimbursements2
                    (0.11 )   
Net Expenses2
                    0. 16   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year.

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Capital Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0. 16 % of its average daily net assets from 2/19/05 through 1 2 /31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


11



JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Capital Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 1 2 /31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Capital Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
YOUR COST ($)
(with or without redemption)
                        16               75               140               331
 

JPMORGAN MONEY MARKET FUNDS


12



JPMorgan
    U.S. Government Money Market Fund
    
(formerly One Group® Government Money Market Fund)

The Fund’s Objective

The Fund seeks high current income with liquidity and stability of principal.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests its assets exclusively in:

• 
  short-term debt securities issued or guaranteed by the U.S. government, or by U.S. government agencies or instrumentalities

• 
  short-term repurchase agreements fully collateralized by U.S. Treasury and U.S. government securities

• 
  [other money market funds that invest exclusively in U.S. government securities] and repurchase agreements collateralized by such securities.

The interest on these securities is generally exempt from state and local income taxes.

If the Fund decides to invest in other types of securities, shareholders will be given 60 days advance notice.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund may engage in securities lending in order to generate additional income. The Fund may loan up to 33-1/3% of its total assets, provided such loans are collateralized by securities issued by the U.S. government or its agencies and instrumentalities or by cash.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

JPMORGAN MONEY MARKET FUNDS


13



JPMorgan
    U.S. Government Money Market Fund

CONTINUED

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are prepaid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Government Securities Risk.  The Fund may hold the indebtedness of certain issuers identified with the U.S. government, including the well-known Fannie Mae and Freddie Mac, which is not entitled to the full faith and credit of the United States. These securities are supported only by their own credit and are subject to the risk of default in the payment of interest and/or principal, like the indebtedness of private issuers.

Securities Lending Risk.  The Fund may lend securities, which involves the risk that the loaned securities may not be returned if the borrower or the lending agent defaults. The collateral is also subject to the risks of the securities in which it is invested. The risk of securities lending is reduced, however, by the following policies:

• 
  JPMIA maintains a list of approved borrowers, which it believes to present low credit risk;

• 
  The Fund receives collateral equal to at least 100% of the current value of the securities loaned plus accrued interest;

• 
  The lending agent indemnifies the Fund against borrower default;

• 
  JPMIA’s collateral investment guidelines limit the quality and duration of collateral investment to minimize losses; and

• 
  Upon recall, the borrower must return the securities loaned within the normal settlement period.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash. Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


14



PROSPECTUS DECEMBER  

2005

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. T he bar chart shows how the performance of the Fund’s Capital Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-766-7722 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1


BEST QUARTER 3rd quarter, 2000
                    1.64 %  
WORST QUARTER 2nd quarter, 2004
                    0.24 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

JPMORGAN MONEY MARKET FUNDS


15



JPMorgan
    U.S. Government Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Capital Shares
                    1.26              2.89              4.18   
 

Investor Expenses for Capital Shares

The expenses of the Capital Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM CAPITAL SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE    
Shareholder Service Fees
                    0.0 5   
Other Expenses1
                    0.10   
Total Annual Operating Expenses
                    0.23   
Fee Waiver and Expense Reimbursements2
                    (0.07 )   
Net Expenses2
                    0. 16   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year.

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Capital Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0. 1 4 % of its average daily net assets from 2/19/05 through 2/19/06 after which they have contractually agreed to limit total annual fund operating expenses to 0.1 6 % of the average daily net assets of the Capital Shares through 12 / 31 /06. The expense limitation in place for the Fund only through February 19, 2006 is not reflected in the table above or in the example below. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


16



PROSPECTUS DECEMBER  

2005

Example

The example below is intended to help you compare the cost of investing in the Capital Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 1 2 /31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Capital Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
YOUR COST ($)
(with or without redemption)
                        16               66               122               285
 

JPMORGAN MONEY MARKET FUNDS


17



JPMorgan
    100% U.S. Treasury Securities Money Market Fund

The Fund’s Objective

The Fund aims to provide the highest possible level of current income while still maintaining liquidity and providing maximum safety of principal.

The Fund’s Main Investment Strategy

The Fund invests its assets exclusively in obligations of the U.S. Treasury, including Treasury bills, bonds and notes.

These investments carry different interest rates, maturities and issue dates. The interest on these securities is generally exempt from state and local income taxes. The Fund does not buy securities issued or guaranteed by agencies of the U.S. government.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund will only buy securities that present minimal credit risk.

The Fund may engage in securities lending in order to generate additional income. The Fund may loan up to 33-1/3% of its total assets, provided such loans are collateralized by securities issued by the U.S. Treasury or in other limited instances, by cash.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities and issue dates.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

JPMORGAN MONEY MARKET FUNDS


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PROSPECTUS DECEMBER  

2005

Securities Lending Risk.  The Fund may lend securities, which involves the risk that the loaned securities may not be returned if the borrower or the lending agent defaults. The risk of securities lending is reduced, however, by the following policies:

• 
  JPMIM maintains a list of approved borrowers, which it believes to present low credit risk;

• 
  The Fund receives collateral equal to at least 100% of the current value of the securities loaned plus accrued interest;

• 
  The lending agent indemnifies the Fund against borrower default; and

• 
  Upon recall, the borrower must return the securities loaned within the normal settlement period.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash. Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high-quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


19



JPMorgan
    100% U.S. Treasury Securities Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Capital Shares had not commenced operations as of December 31, 2004, t he bar chart shows how the performance of the Fund’s Institutional Class Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-766-7722 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER
4th quarter, 2000                1.54 %  
WORST QUARTER
4th quarter, 2003                0.20 %  
1st quarter, 2004                         
2nd quarter, 2004                         
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

2
  As of December 31, 2004, the Capital Shares had not com menced operations. The performance shown is that of the Institutional Class Shares whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses. The performance for the period before Institutional Class Shares were launched on 9/10/01 [ and the performance in the bar chart prior to 1/1/02 ] are based on the performance of Agency Shares of the Fund, which invest in the same portfolio of securities.

JPMORGAN MONEY MARKET FUNDS


20



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Institutional Class Shares1
                    1.08              2.64              3.84   
 
1
  As of December 31, 2004, the Capital Shares had not com menced operations. The performance shown is that of the Institutional Class Shares whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses. The performance for the period before Institutional Class Shares were launched on 9/10/01 is based on the performance of Agency Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus.

Investor Expenses for Capital Shares

The expenses of the Capital Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM CAPITAL SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE    
Shareholder Service Fees
                    0.0 5   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waivers and Expense Reimbursements2
                         
Net Expenses2
                    0. 16   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses have been restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year.

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the distributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Capital Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0. 16 % of its average daily net assets from the date of this prospectus through 12/31/06. JPMIM, the Fund’s administrator and distributor also have agreed that they will waive fees and or reimburse the Fund as described above to limit total annual fund operating expenses to 0.14% of the average daily net assets of the Capital Shares for the period beginning 2/19/05 through 2/19/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


21



JPMorgan
    100% U.S. Treasury Securities Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Capital Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Capital Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
YOUR COST ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


22



The Funds’ Management and Administration

The following Funds are series of JPMorgan Trust I (JPMTI), a Delaware statutory trust:

• 
  Prime Money Market Fund

• 
  100% U.S. Treasury Securities Money Market Fund

Collectively, these are the JPMTI Funds.

The following Funds are series of JPMorgan Trust II (JPMTII), a Delaware statutory trust:

• 
  Liquid Assets Money Market Fund

• 
  U.S. Government Money Market Fund

Collectively these are the JPMTII Funds.

The trustees of each trust are responsible for overseeing all business activities.

Each of the Funds operates in a multiple class structure. A multiple class fund is an open-end investment company that issues two or more classes of shares representing interests in the same investment portfolio.

Each class in a multiple class fund can set its own transaction minimums and may vary with respect to expenses for distribution, administration and shareholder services. This means that one class could offer access to a Fund on different terms, and thus would experience different performance, than another class. Certain classes may be more appropriate for a particular investor.

Each Fund may also issue other classes of shares that have different expense levels and performance and different requirements for who may invest. Call 1-800-766-7722 to obtain more information concerning all of the Funds’ other share classes. A Financial Intermediary (as described below) who receives compensation for selling Fund shares may receive a different amount of compensation for sales of different classes of shares.

The Funds’ Investment Advisers

JPMIM and JPMIA each act as investment adviser to several of the Funds and each makes day-to-day investment decisions for the Funds, which it advises. JPMIM is the investment adviser to the JPMTI Funds, and JPMIA (formerly known as Banc One Investment Advisors Corporation) is the investment adviser to the JPMTII Funds.

JPMIM is a wholly-owned subsidiary of J.P. Morgan Fleming Asset Management Holdings, Inc., which is a wholly-owned subsidiary of JPMorgan Chase & Co. (JPMorgan Chase), a bank holding company. JPMIA is an indirect, wholly-owned subsidiary of JPMorgan Chase.

During the most recent fiscal year ended 8/31/05, JPMIM was paid management fees (net of waivers, if any), as shown below, as a percentage of average daily net assets:

FUND
 
         %
 
Prime Money Market Fund
              
 
100% U.S. Treasury Securities Money Market Fund
              
 
 

During the most recent fiscal year ended 6/30/05, JPMIA was paid management fees (net of waivers, if any), as shown below, as a percentage of average daily net assets:

FUND
 
         %
 
Liquid Assets Money Market Fund
              
0.16
U.S. Government Money Market Fund
              
0.06
 

Effective 2/19/05, the management fees for all the Funds was 0.08%.

A discussion of the basis the Board of Trustees of JPMTI used in reapproving the investment advisory for the JPMTI Funds is available in the annual report for the year ended August 31, 2005. A discussion for the JPMTII Funds is available in the SAI for those Funds.

The Funds’ Administrator

JPMorgan Funds Management, Inc. (the Administrator) provides administrative services and oversees each Fund’s other service providers. The Administrator receives a pro-rata portion of the following annual fee on behalf of each Fund for administrative services: 0.10% of the first $100

JPMORGAN MONEY MARKET FUNDS


23



The Funds’ Management and Administration

CONTINUED


billion of average daily net assets of all money market funds in the JPMorgan Funds Complex and 0.05% of average daily net assets over $100 billion.

The Funds’ Shareholder Servicing Agent

The Trust, on behalf of the Funds, has entered into a shareholder servicing agreement with JPMorgan Distribution Services, Inc. (JPMDS) under which JPMDS has agreed to provide certain support services to the Funds’ shareholders. For performing these services, JPMDS, as shareholder servicing agent, receives an annual fee of 0.0 5 % of the average daily net assets of Capital Shares of each Fund. JPMDS may enter into service agreements with Financial Intermediaries under which it will pay all or a portion of the 0.0 5 % annual fees to such entities for performing shareholder and administrative services.

The Funds’ Distributor

JPMDS (the Distributor) is the distributor for the Funds. The Distributor is an affiliate of JPMIM, JPMIA and the Administrator.

Additional Compensation to Financial Intermediaries

JPMIM, JPMIA, JPMDS and, from time to time, other affiliates of JPMorgan Chase may, at their own expense and out of their own legitimate profits, provide additional cash payments to Financial Intermediaries who sell shares of the JPMorgan Funds. For this purpose, Financial Intermediaries include financial advisors, investment advisers, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others, including various affiliates of JPMorgan Chase, that have entered into agreements with the Distributor. These additional cash payments are payments over and above the shareholder servicing fees which are disclosed elsewhere in this prospectus. These additional cash payments are generally made to Financial Intermediaries that provide shareholder or administrative services or marketing support. Marketing support may include access to sales meetings, sales representatives and Financial Intermediary management representatives, inclusion of the JPMorgan Funds on a sales list, including a preferred or select sales list, or other sales programs. These additional cash payments also may be made as an expense reimbursement in cases where the Financial Intermediary provides shareholder services to JPMorgan Fund shareholders. JPMIM, JPMIA and JPMDS may also pay cash compensation in the form of finders’ fees that vary depending on the JPMorgan Fund and the dollar amount of shares sold.

JPMORGAN MONEY MARKET FUNDS


24



How Your Account Works

BUYING FUND SHARES

You do not pay any sales charge (sometimes called a load) when you buy Capital Shares of these Funds.

The price you pay for your shares is the net asset value (NAV) per share of the class. NAV is the value of everything a class of a Fund owns, minus everything the class owes, divided by the number of shares of that class held by investors. The Funds seek to maintain a stable NAV per share of $1.00. Each Fund uses the amortized cost method to value its portfolio of securities. This method provides more stability in valuations. However, it may also result in periods during which the stated value of a security is different than the price the Fund would receive if it sold the investment.

The NAV of each class of shares is generally calculated as of the cut-off time each day the Funds are accepting orders. You will pay the next NAV per share calculated after the JPMorgan Institutional Funds Service Center accepts your order.

Capital Shares may be purchased by institutional investors such as corporations, pension and profit sharing plans , financial institutions, states, municipalities and foundations .

You may purchase Fund shares through your Financial Intermediary. Financial Intermediaries may include financial advisors, investment advisers, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others, including various affiliates of JPMorgan Chase, that have entered into agreements with JPMDS as Distributor and/or shareholder servicing agent. Shares purchased this way will typically be held for you by the Financial Intermediary. You may also purchase shares directly from the JPMorgan Institutional Funds Service Center.

Shares are available on any business day that the Federal Reserve Bank of New York (Federal Reserve) and the New York Stock Exchange (NYSE) are open, except the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day.

The Funds may close earlier a few days each year when the Bond Market Association recommends that the securities markets close trading early.

On occasion, the NYSE closes before 4:00 p.m. Eastern Time (ET). When the NYSE closes before a Fund’s cut-off time, purchase orders accepted by the Fund after the NYSE closes will be effective the following business day. Each Fund, however, may elect to remain open following an early close of the NYSE or to open on days when the Federal Reserve is open and the NYSE is closed. If your purchase order is accepted by the Fund before the Fund’s close on a day when the NYSE closes early but the Fund remains open, or on a day when the Fund is open but the NYSE is not, it will be effective the same business day. Purchase orders accepted after a Fund closes will be effective the following business day.

If the Fund accepts your order by the Fund’s cut-off time listed below, we will process your purchase order at that day’s price and you will be entitled to all dividends declared on that day. If the Fund accepts your purchase order after the cut-off time, we will process it at the next day’s price.

Share ownership is electronically recorded, therefore no certificates will be issued.

If a Financial Intermediary holds your shares, it is the responsibility of the Financial Intermediary to send your purchase order to the Fund. Your Financial Intermediary may have an earlier cut-off time for purchase orders.

In addition, your Financial Intermediary may be closed at times when the Fund is open (for example, when the NYSE is closed and the Fund elects to remain open).

Normally, the cut-off time for each Fund is:

Prime Money Market Fund
              
5:00 P.M. ET
Liquid Assets Money Market Fund
              
5:00 P.M. ET
U.S. Government Money Market Fund
              
5:00 P.M. ET
U.S. Treasury Plus Money Market Fund
              
5:00 P.M. ET
100% U.S. Treasury Securities
Money Market Fund
              
2:00 P.M. ET
 

JPMORGAN MONEY MARKET FUNDS


25



How Your Account Works

CONTINUED

The Fund must receive “federal funds” before the Fund’s cut-off time shown above (unless the Fund closes early, in which case federal funds must be received by the Fund’s close). If the Fund does not receive federal funds by its cut-off time, your order may not be effective until the next business day on which federal funds are timely received by the Fund. If you pay by check before the cut-off time, we will generally process your order the next business day the Fund is open for business.

The Funds have the right to refuse any purchase order or to stop offering shares for sale at any time.

TO OPEN AN ACCOUNT, BUY OR SELL SHARES OR GET FUND INFORMATION, CALL:
JPMORGAN INSTITUTIONAL FUNDS SERVICE CENTER
1-800-766-7722
              
 
 

Minimum Investments

Institutional Class Shares are subject to a $1 0 0,000,000 minimum investment requirement per Fund. Certain institutional investors may meet the minimum through the total amount of Capital Shares of the Fund for all such insti tutional investors with the Financial Intermediary. There are no minimum levels for subsequent purchases.

Former One Group accounts opened on or before October 28, 2004 will be subject to a $1,000,000 minimum. Former JPMor gan accounts opened on or before February 18, 2005 will be subject to a $20,000,000 minimum.

The Funds reserve the right to waive any investment minimum. For further information on investment minimum waivers, call 1-800-766-7722.

General

The JPMorgan money market funds (including the Funds in this prospectus) are intended for short-term investment horizons, and do not monitor for market timers or prohibit short-term trading activity. Although these Funds are managed in a manner that is consistent with their investment objectives, frequent trading by shareholders may disrupt their management and increase their expenses.

Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. When you open an account, we will ask for your name, residential or business street address, date of birth (for an individual) and other information that will allow us to identify you, including your social security number, tax identification number or other identifying number. The Funds cannot waive these requirements. The Funds are required by law to reject your Account Application if the required identifying information is not provided.

We will attempt to collect any missing information required on the Account Application by contacting either you or your Financial Intermediary. If we cannot obtain this information within the established time frame, your Account Application will be rejected. Amounts received prior to receipt of the required information will be held uninvested and will be returned to you without interest if your Account Application is rejected. If the required information is obtained, your investment will be accepted and you will pay the NAV per share next calculated after all of the required information is received.

Once we have received all of the required information, federal law requires us to verify your identity. After an account is opened, we may restrict your ability to purchase additional shares until your identity is verified. If we are unable to verify your identity within a reasonable time, the Funds reserve the right to close your account at the current day’s NAV per share. If your account is closed for this reason, your shares will be redeemed at the NAV per share next calculated after the account is closed.

Send the completed Account Application and a check to:

JPMorgan Institutional Funds Service Center
500 Stanton Christiana Road, 3-OPS3
Newark, DE 19713

All checks must be in U.S. dollars. The Funds do not accept credit cards, cash, starter checks, money orders or credit card checks. The Funds reserve the right to refuse “third-party” checks

JPMORGAN MONEY MARKET FUNDS


26



PROSPECTUS DECEMBER  

2005


and checks drawn on non-U.S. financial institutions even if payment may be effected through a U.S. financial institution. Checks made payable to any individual or company and endorsed to the JPMorgan Institutional Funds Service Center or a Fund are considered third-party checks. The redemption of shares purchased through JPMorgan Funds Services by check or an Automated Clearing House (ACH) transaction is subject to certain limitations. See “Selling Fund Shares.”

All checks must be made payable to one of the following:

• 
  JPMorgan Funds; or

• 
  The specific Fund in which you are investing.

Your purchase may be canceled if your check does not clear and you will be responsible for any expenses and losses to the Funds.

If you choose to pay by wire, please call 1-800-766-7722 to notify the Funds of your purchase and authorize your financial institution to wire funds to:

JPMORGAN CHASE BANK, N.A.
ATTN: JPMORGAN INSTITUTIONAL FUNDS
             SERVICE CENTER
ABA 021 000 021
DDA 323125832
FBO YOUR JPMORGAN FUND
    (EX: JPMORGAN ABC FUND- CAPITAL )
YOUR FUND NUMBER & ACCOUNT NUMBER
    (EX: FUND 123-ACCOUNT 123456789)
YOUR ACCOUNT REGISTRATION
    (EX: XYZ CORPORATION)

Orders by wire may be canceled if the JPMorgan Institutional Funds Service Center does not receive payment by the Fund’s cut-off time on the day that you placed your order. You will be responsible for any expenses and losses to the Funds.

You can buy shares in one of two ways:

Through Your Financial Intermediary

Tell your Financial Intermediary which Funds you want to buy and they will contact us. Your Financial Intermediary may charge you a fee and may offer additional services, such as special purchase and redemption programs, “sweep” programs, cash advances and redemption checks. Some Financial Intermediaries charge a single fee that covers all services.

The Fund must accept your order from your Financial Intermediary by the Fund’s cut-off time in order for us to process your purchase order at that day’s price. Your Financial Intermediary may impose different minimum investments and earlier cut-off times.

Your Financial Intermediary may be paid by JPMDS to assist you in establishing your account, executing transactions and monitoring your investment. Financial Intermediaries may provide the following services in connection with their customers’ investments in the Funds:

• 
  Acting directly or through an agent, as the sole shareholder of record

• 
  Maintaining account records for customers

• 
  Processing orders to purchase, redeem or exchange shares for customers

• 
  Responding to inquiries from shareholders

• 
  Assisting customers with investment procedures.

Through the JPMorgan Institutional Funds Service Center

Call 1-800-766-7722
Or
Complete the Account Application and mail it along with a check for the amount you want to invest to:

JPMorgan Institutional Funds Service Center
500 Stanton Christiana Road, 3-OPS3
Newark, DE 19713

The JPMorgan Institutional Funds Service Center will accept your order when federal funds, a wire, a check or ACH transaction is received together with a completed Account Application or other instructions in proper form.

If you purchase shares through a Financial Intermediary, you may be required to complete addi-

JPMORGAN MONEY MARKET FUNDS


27



How Your Account Works

CONTINUED


tional forms or follow additional procedures. You should contact your Financial Intermediary regarding purchases, exchanges and redemptions.

SELLING FUND SHARES

You can sell your shares on any day that the Funds are accepting purchase orders. You will receive the next NAV per share calculated after the Fund accepts your order.

We will need the names of the registered shareholders, your account number and other information before we can sell your shares.

Under normal circumstances, if a Fund accepts your order before the Fund’s cut-off time, the Fund will make available to you the proceeds that same business day by wire. Otherwise, except as permitted by the federal securities laws, your redemption proceeds will be paid within seven days (one day for the JPMorgan Prime Money Market Fund and the JPMorgan Liquid Assets Money Market Fund) after acceptance of the redemption order.

If you have changed your address of record within the previous 30 days, the Funds will not mail your proceeds, but rather will wire them or send them by ACH to a pre-existing bank account on record with the Funds.

The Funds may hold proceeds for shares purchased by ACH or check until the purchase amount has been collected, which may be as long as five business days.

You may also need to have medallion signature guarantees for all registered owners or their legal representatives if:

• 
  You want to redeem shares with a value of $50,000 or more and you want to receive your proceeds in the form of a check; or

• 
  You want your payment sent to an address, bank account or payee other than the one currently designated on your Fund account.

We may also need additional documents or a letter from a surviving joint owner before selling the shares. Contact the JPMorgan Institutional Funds Service Center for more details.

You can sell your shares in one of two ways:

Through Your Financial Intermediary

Tell your Financial Intermediary which Fund’s shares you want to sell. The Fund must accept your order from your Financial Intermediary by the Fund’s cut-off time in order for us to process your order at that day’s price. Your Financial Intermediary will send the necessary documents to the JPMorgan Institutional Funds Service Center. Your Financial Intermediary may charge you for this service.

Your Financial Intermediary may have an earlier cut-off time for redemption orders.

Through the JPMorgan Institutional Funds Service Center

Call 1-800-766-7722. We will mail you a check or send the proceeds via electronic transfer or wire to the bank account on our records.
Or
Send a signed letter with your instructions to:

JPMorgan Institutional Funds Service Center
500 Stanton Christiana Road, 3-OPS3
Newark, DE 19713

Redemptions-In-Kind

Generally, all redemptions will be for cash. However, if you redeem shares worth $250,000 or more, the Fund reserves the right to pay part or all of your redemption proceeds in readily marketable securities instead of cash. If payment is made in securities, the Fund will value the securities selected in the same manner in which it computes its NAV. This process minimizes the effect of large redemptions on the Fund and its remaining shareholders.

EXCHANGING FUND SHARES

Capital Shares may be exchanged for shares of the same class in certain other JPMorgan Funds . You will need to meet any minimum investment or eligibility requirement.

The JPMorgan Funds do not charge a fee for this privilege. In addition, the JPMorgan Funds may change the terms and conditions of your exchange privileges upon 60 days’ written notice.

JPMORGAN MONEY MARKET FUNDS


28



PROSPECTUS DECEMBER  

2005

Generally, an exchange between JPMorgan Funds is considered a sale of Fund shares. Carefully read the prospectus of the Fund you want to buy before making an exchange.

We reserve the right to limit the number of exchanges or to refuse an exchange. Your exchange privilege will be revoked if the exchange activity is considered excessive.

You can exchange your shares in one of two ways:

Through Your Financial Intermediary

Tell your Financial Intermediary which Fund’s shares you want to exchange. They will send the necessary documents to the JPMorgan Institutional Funds Service Center. Your Financial Intermediary may charge you for this service.

Through the JPMorgan Institutional Funds Service Center

Call 1-800-766-7722 to ask for details.

OTHER INFORMATION CONCERNING THE FUNDS

The Funds use reasonable procedures to confirm that instructions given by telephone are genuine. These procedures include recording telephone instructions and asking for personal identification. If these procedures are followed, the Funds will not be responsible for any loss, liability, cost or expense of acting upon unauthorized or fraudulent instructions; you bear the risk of loss.

Due to the relatively high cost of maintaining small accounts, if your account value falls below the Funds’ minimum investment requirement, the Funds reserve the right to redeem all of the remaining shares in your account and close your account or charge an annual sub-minimum account fee of $10 per Fund. Before either of these actions is taken, you will be given 60 days’ advance written notice in order to provide you with time to increase your account balance to the required minimum, by purchasing sufficient shares, in accordance with the terms of this prospectus. To collect the $10 sub-minimum account fee, the Funds will redeem $10 worth of shares from your account.

You may not always reach the JPMorgan Institutional Funds Service Center by telephone. This may be true at times of unusual market changes and shareholder activity. You can mail us your instructions or contact your Financial Intermediary. We may modify or cancel the sale of shares by telephone without notice.

You may write to:

JPMorgan Institutional Funds Service Center
500 Stanton Christiana Road, 3-OPS3
Newark, DE 19713

Shares of the JPMorgan U.S. Government Money Market Fund are intended to qualify as eligible investments for federally chartered credit unions pursuant to Sections 107(7), 107(8) and 107(15) of the Federal Credit Union Act, Part 703 of the National Credit Union Administration (NCUA) Rules and Regulations and NCUA Letter Number 155. This Fund intends to review changes in the applicable laws, rules and regulations governing eligible investments for federally chartered credit unions, and to take such action as may be necessary so that the investments of this Fund qualify as eligible investments under the Federal Credit Union Act and the regulations thereunder.

The Funds may suspend your ability to redeem or postpone payment for more than seven days (more than one day for the JPMorgan Prime Money Market Fund and the JPMorgan Liquid Assets Money Market Fund) when:

1. 
  Trading on the NYSE is restricted;

2. 
  The NYSE is closed (other than weekend and holiday closings);

3. 
  Federal securities laws permit;

4. 
  The SEC has permitted a suspension; or

5. 
  An emergency exists, as determined by the SEC.

See “Purchases, Redemptions and Exchanges” in the Statement of Additional Information for more details about this process.

JPMORGAN MONEY MARKET FUNDS


29



Shareholder Information

DISTRIBUTIONS AND TAXES

The Funds can earn income and can realize capital gain. The Funds deduct any expenses and then pay out these earnings to shareholders as distributions.

The Funds declare dividends daily, so your shares can start earning dividends on the day you buy them. The Funds distribute the dividends monthly in the form of additional shares, unless you tell us that you want distributions in cash or as a deposit in a pre-assigned bank account. The taxation of dividends will not be affected by the form in which you receive them. The Funds distribute any short-term capital gain at least annually. The Funds do not expect to realize long-term capital gain.

Dividends of net investment income will generally be taxable as ordinary income at the federal, state and local levels. [ The state or municipality where you live may not charge you state and local taxes on dividends of tax-exempt interest earned on certain bonds. ]

Dividends of interest earned on bonds issued by the U.S. government and its agencies may also be exempt from some types of state and local taxes. It is unlikely that dividends from any of the Funds will qualify to any significant extent for the reduced 15% tax rate applicable to qualified dividend income.

If you receive distributions of net capital gain, the tax rate will be based on how long the Fund held a particular asset, not on how long you have owned your shares. The Funds expect substantially all of their distributions of net capital gain to be attributable to short-term capital gain which is taxed at rates applicable to ordinary income.

The Funds’ investments in certain debt obligations may cause a Fund to recognize taxable income in excess of the cash generated by such obligations. Thus, a Fund could be required to at times to liquidate other investments in order to satisfy its distribution requirements.

The dates on which dividends and capital gains will be distributed for calendar year 2005 will be available online at www.jpmorganfunds.com.

Early in each calendar year, the Funds will send you a notice showing the amount of distributions you received in the preceding year and the tax status of those distributions.

Any gain resulting from the sale or exchange of your shares will gen erally be subject to tax.

Any investor for whom a Fund does not have a valid Taxpayer Identification Number may be subject to backup withholding.

The tax considerations described in this section do not apply to tax-deferred accounts or other non-taxable entities.

The above is a general summary of the tax implications of investing in the Funds. Because each investor’s tax consequences are unique, please consult your tax advisor to see how investing in the Funds will affect your own tax situation.

AVAILABILITY OF PROXY VOTING RECORD

The Trustees have delegated the authority to vote proxies for securities owned by the Fund to JPMIM. A copy of each Fund’s voting record for the most recent 12-month period ended June 30 is available on the SEC’s website at www.sec.gov or on the Fund’s website at www.jpmorganfunds.com no later than August 31 of each year. Each Fund’s proxy voting record will include, among other things, a brief description of the matter voted on for each portfolio security, and will state how each vote was cast, for example, for or against the proposal.

PORTFOLIO HOLDINGS DISCLOSURE

Each business day, each Fund will make available upon request an uncertified complete schedule of its portfolio holdings as of the prior business day. Not later than 60 days after the end of each fiscal quarter, each Fund will make available a certified complete schedule of its portfolio holdings as of the last day of that quarter. In addition to providing hard copies upon request, the Funds will post these quarterly schedules on the Funds’ website at www.jpmorganfunds.com and on the SEC’s website at www.sec.gov.

Shareholders may request portfolio holdings schedules at no charge by calling 1-800-766-7722.

A description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio holdings is available in the Statement of Additional Information.

JPMORGAN MONEY MARKET FUNDS


30



What the Terms Mean

Asset-backed securities: Interests in a stream of payments from specific assets, such as auto or credit card receivables.

Commercial paper: Short-term securities with maturities of 1 to 270 days which are issued by banks, corporations and others.

Demand notes: A debt security with no set maturity date. The investor can generally demand payment of the principal at any time.

Distribution fee: Covers the cost of the distribution system used to sell shares to the public.

Dollar weighted average maturity: The average maturity of the Fund is the average amount of time until the organizations that issued the debt securities in the Fund’s portfolio must pay off the principal amount of the debt. “Dollar weighted” means the larger the dollar value of debt security in the Fund, the more weight it gets in calculating this average.

Floating rate securities: Securities whose interest rates adjust automatically whenever a particular interest rate changes.

Liquidity: Liquidity is the ability to easily convert investments into cash without losing a significant amount of money in the process.

Management fee: A fee paid to the investment adviser to manage the Fund and make decisions about buying and selling the Fund’s investments.

Municipal lease obligations: These provide participation in municipal lease agreements and installment purchase contracts, but are not part of general obligations of the municipality.

Municipal obligations: Debt securities issued by or on behalf of states, territories and possessions or by their agencies or other groups with authority to act for them. For securities to qualify as municipal obligations, the municipality’s lawyers must give an opinion that the interest on them is not considered gross income for federal income tax purposes.

Other expenses: Miscellaneous items, including transfer agency, administration, custody and registration fees.

Qualified banks: (i) U.S. banks with more than $1 billion in total assets, and foreign branches of these banks; or (ii) foreign banks with the equivalent of more than $1 billion in total assets and which have branches or agencies in the U.S. or (iii) other U.S. or foreign commercial banks which the Fund’s adviser judges to have comparable credit standing.

Repurchase agreements: A special type of a short-term investment. A dealer sells securities to a Fund and agrees to buy them back later for a set price. This set price includes interest. In effect, the dealer is borrowing the Fund’s money for a short time, using the securities as collateral.

Reverse repurchase agreements: Contract whereby the Fund sells a security and agrees to repurchase it from the buyer on a particular date and at a specific price. Considered a form of borrowing.

Shareholder service fee: A fee to cover the cost of paying Financial Intermediaries to provide certain support services for your account.

U.S. government securities: Debt instruments (Treasury bills, notes, and bonds) guaranteed by the U.S. government for the timely payment of principal and interest.

Variable rate securities: Securities whose interest rates are periodically adjusted.

JPMORGAN MONEY MARKET FUNDS


31



FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand each Fund’s financial performance for the past one through five fiscal years or periods, as applicable. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in a Fund (assuming reinvestment of all dividends and distributions). This information has been audited by PricewaterhouseCoopers LLP, whose reports, along with each Fund’s financial statements, are included in the Fund’s annual report, which is available upon request.

JPMorgan Money Market Fund


 
         Per share operating performance:

    

 
        
 
     Investment operations:

    
 
    
Capital Shares
 
         Net asset
value,
beginning
of period
 
     Net
i nvestment
i ncome
( l oss)
 
     Net r ealized
g ains
( l osses) on
i nvestment s
 
     Total from
i nvestment
o perations
 
     Net
i nvestment
i ncome
 
    
LIQUID ASSETS MONEY MARKET FUND
                                                                               
2/19/05 (c) to 6/30/05
                  $1.000            $0.009            $0.000            $0.009            $(0.009)   
U.S. GOVERNMENT MONEY MARKET FUND (d)
                                                                               
Year Ended 6 /3 0 /05
                    $ 1.000              $ 0.0 2 0              $0.000 (c)              $ 0.020              $ (0.020)   
Year Ended 6/30/04
                    $ 1.000              $ 0.010              $0.000              $ 0.010              $ (0.010)   
Year Ended 6/30/03
                    $ 1.000              $ 0.014              $0.000              $ 0.014              $ (0.014)   
Year Ended 6/30/02
                    $ 1.000              $ 0.024              $0.000              $ 0.024              $ (0.024)   
Year Ended 6/30/01
                    $ 1.000              $ 0.058              $0.000              $ 0.058              $ (0.058)   
 
                                                                                                             
 
(a)
  Annualized for periods less than one year.

(b)
  Not annualized for periods less than one year.

(c)
  Commencement of offering of class of shares.

(d)
  Effective February 19, 2005, Class I was renamed as Capital Shares.

(e)
  Amount is less than $0.001.

JPMORGAN MONEY MARKET FUNDS


32



FINANCIAL HIGHLIGHTS
 
 
 
 
 


Per Share Operating Performance
  Ratios/Supplemental Data:
    

 
        
 
    
 
     Ratios to average net assets (a):
    
  Net asset
value end
of period
 
       Total
return (b)
 
     Net assets
end of
period
(000’s)
 
     Expenses
to
average
net assets
 
     Net investment
income to
average
net assets
 
     Expenses to
average
net assets
without waivers
 
    

                                                                                    
    
$1.000
               0.99 %          $ 3,102,545              0.16 %             2.80 %             0.27 %  
                         
    
$1.000
               2.05 %          $ 4,529,318              0.14 %             1.94 %             0.17 %  
    
$1.000
               0.97 %          $ 7,157,361              0.14 %             0.96 %             0.14 %  
    
$1.000
               1.40 %          $ 9,031,960              0.14 %             1.37 %             0.14 %  
    
$1.000
               2.45 %          $ 5,951,880              0.14 %             2.40 %             0.14 %  
    
$1.000
               5.93 %          $ 4,495,228              0.14 %             5.70 %             0.14 %  
 

JPMORGAN MONEY MARKET FUNDS


33



FINANCIAL HIGHLIGHTS
(CONTINUED)


   


 
       Per share operating performance:
  

 
      
 
   Income from investment operations:
  
 
  

 
       Net asset
value,
beginning
of period
 
   Net
investment
income
 
   Less dividends
from net
investment
income
 
   Net asset
value,
end of period
 
   Total
Return
 
JPMORGAN 100% U.S. TREASURY SECURITIES MONEY MARKET FUND
Year Ended 8/31/04
            $1.00          $    —       $    —       $1.00          0.45 %  
Year Ended 8/31/03
            $1.00          $ 0.01          $ 0.01          $1.00          0.75 %  
Year Ended 8/31/02
            $1.00          $ 0.02          $ 0.02          $1.00          1.55 %  
Year Ended 8/31/01
            $1.00          $ 0.05          $ 0.05          $1.00          4.75 %  
 

JPMORGAN MONEY MARKET FUNDS


34



FINANCIAL HIGHLIGHTS

   

Ratios/Supplemental Data:
 

 
         Ratios to average net assets:
    
Net assets,
end of period
(millions)
 
         Net
expenses
 
     Net
investment
income
 
     Expenses
without waivers,
reimbursements
and earnings credits
 
     Net investment
income without waivers,
reimbursements
and earnings credits
 

                                                                         
$1,869
                    0.59 %             0.43 %             0.69 %             0.33 %  
$2,535
                    0.59 %             0.77 %             0.69 %             0.67 %  
$3,526
                    0.59 %             1.53 %             0.69 %             1.43 %  
$4,027
                    0.59 %             4.59 %             0.71 %             4.47 %  
 

JPMORGAN MONEY MARKET FUNDS


35



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Appendix A—Legal Proceedings and
Additional Fee and Expense Information

On September 3, 2003, the New York Attorney General (“NYAG”) simultaneously filed and settled a complaint (the “Canary Complaint”) against Canary Capital Partners, LLC, et al. (collectively, “Canary ” ). The Canary Complaint alleged, among other things, that Canary had engaged in improper trading practices with certain mutual funds in One Group Mutual Funds (now known as the JPMor gan Trust II). Specifically, the NYAG alleged that Canary engaged in certain activities that it characterized as “ market timing ” and also “ late trading ” .

On June 29, 2004, JPMorgan Investment Advisors (formerly known as Banc One Investment Advisors) entered into agreements with the Securities and Exchange Commission (the “ SEC ” ) and the NYAG in resolution of investigations conducted by the SEC and the NYAG into market timing of certain Funds, possible late trading of certain Funds and related matters. In it s settlement with the SEC, JPMorgan Investment Advisors consented to the entry of an order by the SEC (the “ SEC Order ” ) instituting and settling administrative and cease-and desist proceedings against it. Under the terms of the SEC Order and the NYAG settlement agreement, JPMorgan Investment advisors agreed to pay disgorgement of $10 million and a civil money penalty of $40 million for a total payment of $50 million, which will be distrib uted to certain current and former shareholders of the Funds as noted below. The settlement agreement with the NYAG also required JPMorgan Investment Advisors to reduce its management fee for cer tain Funds in the aggregate amount of approximately $8 million annually over five years commencing September 2004. In addition, JPMorgan Investment Advisors has agreed to and has commenced implementation of undertakings relating to, among other things, (i) governance changes designed to maintain the independence of the Board of Trustees and its chairman, and to ensure compliance with applicable federal securities laws, (ii) the retention of an independent consultant to conduct a review of supervisory, compliance and other policies and procedures designed to prevent and detect, among other things, breaches of fiduciary duty, (iii) an agreement to cease-and-desist from violations of certain provisions of the Investment Advisers Act of 1940 (the “ Advisers Act ” ) and the Investment Company Act of 1940, as amended ( “ 1940 Act ” ), (iv) additional fee-related disclosure to investors and (v) the retention of a senior officer to assist the Board in monitoring compliance and reviewing management fee arrangements.

Under the terms of the SEC Order and the NYAG settlement agreement, the $50 million payment by JPMorgan Investment Advisors has funded a pool established for distribution to affected shareholders of certain Funds. This pool will be distributed in accordance with a dis tribution plan currently being developed by an independent distribu tion consultant in consultation with JPMorgan Investment Advisors and acceptable to the Board’s independent trustees and the staff of the SEC. The distribution plan will provide for investors to receive, in order of priority, (i) their proportionate share of losses from market timing, and (ii) a proportionate share of advisory fees paid by the Funds that suffered such losses during the period of such market timing. It is currently expected that such amounts will be paid in 2005. More specific information on the distribution plan will be com municated at a later date in an appropriate manner.

Mark A. Beeson, the former president and chief executive officer of One Group Mutual Funds and a former senior managing Director of JPMorgan Investment Advisors, was also named a respondent in the SEC Order and consented to its entry. As part of the settlement agree ment with the SEC, Mr. Beeson agreed to, among other things, a civil money penalty and suspensions from association with any invest ment adviser or registered investment company. Mr. Beeson was not a party to the agreement with, nor was he sanctioned by, the NYAG.

The agreement with the SEC is reflected in the SEC Order, which states, among other things, that JPMorgan Investment Advisors and Mr. Beeson violated and/or aided and abetted and caused violations of the antifraud provisions of the Advisers Act and the 1940 Act by, among other things, (i) allowing excessive short-term trading in cer tain of the Funds that was inconsistent with the terms of the Funds’ prospectus and that

JPMORGAN MONEY MARKET FUNDS


39



Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED


was potentially harmful to the Funds, (ii) failing to disclose to the Board or to shareholders, among other things, the conflict of interest created by market timing arrangements, (iii) failing to charge redemption fees for redemptions by certain shareholders as required by the applicable prospectuses when other shareholders were charged the redemption fees, (iv) having no written procedures in place to prevent the nonpublic disclosure of Fund portfolio hold ings and improperly providing confidential portfolio holdings to cer tain persons when others were not provided with or otherwise privy to the same information, and (v) causing certain Funds, without the knowledge of the Board, to participate in joint transactions raising a conflict of interest in violation of the 1940 Act. The settlement agree ment with the NYAG contains statements consistent with those described in the preceding sentence regarding the SEC Order. JPMorgan Investment Advisors and Mr. Beeson neither admit nor deny the findings set forth in the SEC Order, and JPMorgan Invest ment Advisors neither admits nor denies the finds in its settlement agreement with the NYAG.

In addition to the matters involving the SEC and state Attorneys Gen eral, over 20 lawsuits have been filed by private plaintiffs in connec tion with these circumstances in various state and federal courts around the country. These actions have transferred to the United States District Court for the District of Maryland for coordinated or consolidated pretrial proceedings by the orders of the Judicial Panel on Multidistrict Litigation, a federal judicial body that assists in the administration of such actions. On September 29, 2004, the plaintiffs in these actions filed two consolidated amended complaints in these cases. One complaint was filed as a putative class action on behalf of investors who purchased, held or redeemed shares of the Funds dur ing specified periods and the other was filed as a derivative action on behalf of One Group Mutual Funds and its series. The lawsuits gener ally relate to the same facts that were the subject of the SEC order and NYAG settlement discussed above.

On April 11, 2005, the West Virginia Attorney General filed a lawsuit against JPMorgan Investment Advisors, among others, in West Vir ginia state court. The complaint focuses on conduct characterized as market timing and primarily alleges violations of West Virginia state laws prohibiting unfair trade practices. The lawsuit has been condi tionally transferred to the same Maryland court referred to above. Factual allegations in the West Virginia lawsuit are essentially the same as those in the NYAG agreement.

These actions name as defendants, among others, Banc One Invest ment Advisors, Bank One Corporation and JPMorgan Chase & Co. (the former and current corporate parent of JPMorgan Investment Advi sors), the Distributor, One Group Services Company (the Funds’ former distributor), Banc One High Yield Partners, LLC (now known as JPMorgan High Yield Partners LLC) (the sub-adviser to JPMorgan High Yield Bond Fund and JPMorgan Core Plus Bond Fund), certain officers of One Group Mutual Funds and JPMorgan Investment Advisors and certain current and former Trustees. The putative class action lawsuit also names One Group Mutual Funds as a defendant. These two actions collectively allege, among other things, that various defen dants (i) violated various antifraud and other provisions of federal securities laws, (ii) breached their fiduciary duties, (iii) unjustly enriched themselves, (iv) breached Fund-related contracts, and (v) conspired to commit unlawful acts. These complaints seek, among other things, compensatory damages, restitution, disgorgement of unjustly earned profits, punitive damages, removal of the Trustees, removal of the Fund’s investment advisers and the Distributor, rescis sion of the distribution and service plans adopted under Rule 12b-1 of the 1940 Act, and attorneys’ fees.

It is possible that these matters and/or related developments may result in increased Fund redemptions and reduced sales of Fund shares, which could result in increased costs and expenses or other wise adversely affect the Funds.

JPMORGAN MONEY MARKET FUNDS


40



PROSPECTUS DECEMBER  

2005

The foregoing speaks only as of the date of this prospectus. Addi tional lawsuits presenting allegations and requests for relief arising out of or in connection with any of the foregoing matters may be filed against these and related parties in the future.

Annual and Cumulative Expense Examples

The settlement agreement with the NYAG requires BOIA to establish reduced “net management fee rates” for certain Funds (“Reduced Rate Funds”). “Net Management Fee Rates” means the percentage fee rates specified in contracts between BOIA and its affiliates and the Reduced Rate Funds, less waivers and reimbursements by BOIA and its affiliates, in effect as of June 30, 2004. The settlement agreement requires that the reduced Net Management Fee Rates must result in a reduction of $8 million annually based upon assets under management as of June 30, 2004, for a total reduction over five years of $40 million from that which would have been paid by the Reduced Rate Funds on the Net Management Fee Rates as of June 30, 2004. To the extent that BOIA and its affiliates have agreed as part of the settlement with the NYAG to waive or reimburse expenses of a Fund in connection with the settlement with the NYAG, those reduced Net Management Fee Rates are referred to as “Reduced Rates.” The Reduced Rates will remain in place at least through June 30, 2009. To the extent that a Reduced Rate Fund merges into another Fund, the Reduced Rate is required to carry forward and apply with respect to the acquiring Fund.

The Reduced Rate Funds are the JPMorgan Large Cap Value Fund, JPMorgan Equity Index Fund, the JPMorgan Equity Income Fund and the JPMorgan Government Bond Fund (each of which is currently a series of JPMorgan Trust II) and JPMorgan U.S. Equity Fund (the successor by merger to the One Group Diversified Equity Fund and a series of JPMorgan Trust I) are subject to a Reduced Rate. The Reduced Rate was implemented on September 27, 2004 and will remain in place at least through June 30, 2009.

The required reductions may be made in the form of fee waivers or expense reimbursements in connection with the advisory agreement, administration agreement or distribution agreement. Beginning February 19, 2005, such reductions may also or instead be made in connection with the shareholder servicing agreement or other service agreements with affiliates. To the extent that such reductions are made in connection with class specific expenses in a manner consistent with applicable law, the Reduced Rates may affect different share classes of the same Affected Fund to differing degrees.

The “Gross Expense Ratio” includes the contractual expenses that make up the Net Management Fee Rates, Rule 12b-1 distribution fees, fees paid to vendors not affiliated with JPMIM that provide services to the Funds and other fees and expenses of the Funds. The “Net Expense Ratio” is Gross Expenses less any fee waivers or expense reimbursements to achieve the Reduced Rates or other fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIM and/or its affiliates, as applicable. The affected Funds offered in this prospectus are not subject to a Reduced Rate.

Fund
         Class
     Net Expense
Ratio
     Gross Expense
Ratio
JPMorgan Prime Money Market Fund
              
Capital
    
0. 16 %
    
       %
JPMorgan Liquid Assets Money Market Fund
              
Capital
    
0.16%
    
0.27 %
JPMorgan U.S. Gover n ment Money Market Fund
              
Capital
    
0.16%
    
0.23 %
JPMorgan 100% U.S. Treasury Securities Money Market Fund
              
Capital
    
0.16%
    
       %
 

JPMORGAN MONEY MARKET FUNDS


41



Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

A Fund’s annual return is reduced by its fees and expenses for that year. The examples below are intended to help you understand the annual and cumulative impact of the Fund’s fees and expenses on your investment through a hypothetical investment of $10,000 held for the next 10 years. The examples assume the following:

• 
  On December 1 , 2005, you invest $10,000 in the Fund and you will hold the shares for the entire 10 year period;

• 
  Your investment has a 5% return each year;

• 
  The Fund’s operating expenses remain at the levels discussed below and are not affected by increases or decreases in Fund assets over time;

• 
  At the time of purchase, any applicable initial sales charges (loads) are deducted; and

• 
  There is no sales charge (load) on reinvested dividends.

• 
  The annual costs are calculated using the Net Expense Ratios for the period through the expiration of any fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIM and/or its affiliates; and the Gross Expense Ratios thereafter.

“Annual Net Return” shows what effect the “Annual Costs” will have on the assumed 5% annual return for each year. “Gross Cumulative Return” shows what the cumulative return on your investment at the end of each fiscal year would be if Fund expenses are not deducted. “Net Cumulative Return” shows what the cumulative return on your investment at the end of each fiscal year would be assuming Fund expenses are deducted each year in the amount shown under “Annual Costs.”

Your actual costs may be higher or lower than those shown.


 
         JPMorgan Prime Money Market Fund – Capital Shares
    
For the Year Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
December 31, 2005a
                                                                         
December 31, 2006
                                                                         
December 31, 2007
                                                                         
December 31, 2008
                                                                         
December 31, 2009
                                                                         
December 31, 2010
                                                                         
December 31, 2011
                                                                         
December 31, 2012
                                                                         
December 31, 2013
                                                                         
December 31, 2014
                                                                         
December 31, 2015
                                                                         
 
a  
  Information from February 19, 2005 through year end not annualized.

JPMORGAN MONEY MARKET FUNDS


42



PROSPECTUS DECEMBER  

2005


 
         JPMorgan Liquid Assets Money Market Fund – Capital Shares
    
Period Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 16               5.00%              4.84%              5.24%   
November 30, 2007
                 $ 28               10.25%              9.81%              4.34%   
November 30, 2008
                 $ 30               15.76%              15.00%              4.73%   
November 30, 2009
                 $ 32               21.55%              20.44%              4.73%   
November 30, 2010
                 $ 33               27.63%              26.14%              4.73%   
November 30, 2011
                 $ 35               34.01%              32.10%              4.73%   
November 30, 2012
                 $ 37               40.71%              38.35%              4.73%   
November 30, 2013
                 $ 38               47.74%              44.90%              4.73%   
November 30, 2014
                 $ 40               55.13%              51.75%              4.73%   
November 30, 2015
                 $ 42               62.89%              58.93%              4.73 %  
 

    


 
         JPMorgan U.S. Go vernm ent Money Market Fund – Capital Shares
    
Period Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 16               5.00%              4.84%              5.24%   
November 30, 2007
                 $ 24               10.25%              9.85%              4.37%   
November 30, 2008
                 $ 26               15.76%              15.08%              4.77%   
November 30, 2009
                 $ 27               21.55%              20.57%              4.77%   
November 30, 2010
                 $ 28               27.63%              26.33%              4.77%   
November 30, 2011
                 $ 30               34.01%              32.35%              4.77%   
November 30, 2012
                 $ 31               40.71%              38.66%              4.77%   
November 30, 2013
                 $ 33               47.74%              45.28%              4.77%   
November 30, 2014
                 $ 34               55.13%              52.21%              4.77%   
November 30, 2015
                 $ 36               62.89%              59.47%              4.77 %  
 


 
                      JPMorgan 100% U.S. Treasury Securities             
Money Market Fund – Capital Shares
    
For the Year Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
December 31, 2005
                                                                         
December 31, 2006
                                                                         
December 31, 2007
                                                                         
December 31, 2008
                                                                         
December 31, 2009
                                                                         
December 31, 2010
                                                                         
December 31, 2011
                                                                         
December 31, 2012
                                                                         
December 31, 2013
                                                                         
December 31, 2014
                                                                         
December 31, 2015
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


43



Privacy Policy

The JPMorgan Funds understand that protecting your financial privacy is just as important as protecting your financial assets. We are committed to the responsible use of information in order to provide you with the products and services you want, when and where you want them. This statement of our privacy policy is intended to help you understand the ways in which we gather, use and protect your financial information.

KEY DEFINITIONS

This Privacy Policy describes the way we treat nonpublic personal information that we may obtain from our customers or from consumers generally. Key terms used throughout this policy are:

•  
  Consumer — an individual who applies for or obtains a financial product or service from the JPMorgan Funds for personal, family or household purposes, including individuals who don’t have a continuing relationship with the JPMorgan Funds. Consumers include individuals who provide nonpublic personal information to our shareholder servicing representatives, but do not invest in the JPMorgan Funds.

•  
  Customer — a consumer who has a continuing relationship with the JPMorgan Funds through record ownership of fund shares.

•  
  Nonpublic personal information — any personally identifiable financial information about a consumer that is obtained by the JPMorgan Funds in connection with providing financial products and services to that consumer and which is not otherwise publicly available. A telephone directory listing is an example of public information.

COLLECTION OF NONPUBLIC PERSONAL INFORMATION

We collect information to service your account, to protect you from fraud, and to make available products and services that may be of interest to you. We collect nonpublic personal information about you from the following sources:

• 
  Information we receive from you on applications or other forms, on our website, or through other means;

• 
  Information we receive from you through transactions, correspondence and other communications with us; and

• 
  Information we otherwise obtain from you in connection with providing you a financial product or service.

INFORMATION SHARING WITH THIRD PARTY SERVICE PROVIDERS

We do not share any nonpublic personal information about our customers or former customers with anyone, except as required or permitted by law. This means we may disclose all of the information we collect, as described above, to companies who help us maintain and service accounts. For instance, we will share information with the transfer agent for the JPMorgan Funds. The transfer agent needs this information to process your purchase, redemption and exchange transactions and to update your account. In addition, we may share nonpublic personal information to protect against fraud, to respond to subpoenas, or as described in the following section.

INFORMATION SHARING WITH JOINT MARKETERS

We also may share the information described above in Collection of Nonpublic Personal Information with broker-dealers and other financial intermediaries that perform marketing services on our behalf and with which we have joint marketing agreements. However, we only provide information about you to that broker-dealer or financial intermediary from whom you purchased your Fund shares or who currently services your Fund account. In addition, our joint marketing agreements prohibit recipients of this information from disclosing or using the information for any purpose other than the purposes for which it is provided to them.

JPMORGAN DISTRIBUTION SERVICES, INC. (JPMDS)

In general, JPMDS, as distributor for the JPMorgan Funds, does not independently collect or retain nonpublic personal financial information relating to any past, present or prospective shareholders

This description of the JPMorgan Funds’ Privacy Policy is not part of the prospectus.





of the Funds. From time to time, the Funds or companies that provide services to the Funds may provide to JPMDS nonpublic personal financial information relating to shareholders or prospective shareholders as necessary for JPMDS to perform services for the Funds. In such circumstances, JPMDS adheres to the regulatory limitations on the use or disclosure of that information and its own obligations to the Funds to protect the security and confidentiality of the information.

CHILDREN’S ONLINE PRIVACY ACT DISCLOSURE

From our website, the JPMorgan Funds do not knowingly collect or use personal information from children under the age of 13 without obtaining verifiable consent from their parents. Should a child whom we know to be under 13 send personal information to us, we will only use that information to respond directly to that child, seek parental consent or provide parental notice. We are not responsible for the data collection and use practices of nonaffiliated third parties to which our website may link.

SPECIAL NOTICE TO CALIFORNIA CONSUMERS

The California Financial Information Privacy Act generally prohibits us from sharing nonpublic personal information about California consumers without notice and, in some instances, consent, unless such sharing is necessary to effect, administer, or enforce transactions authorized or instructed by you. Unless you direct or authorize otherwise, we only share information with service providers, including the broker-dealer or financial intermediary from whom you purchased your Fund shares or who currently services your Fund account. To the extent that your broker-dealer is also a joint marketer, we only share nonpublic personal information so that they may provide services in connection with your Fund shares.

SECURITY

For your protection, the JPMorgan Funds maintain security standards and procedures that we continually update to safeguard against unauthorized disclosure of information or access to information about you.

We restrict access to nonpublic personal information about you to those individuals who need to know that information to provide products and services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

THE JPMORGAN FUNDS’ PRIVACY COMMITMENT

The JPMorgan Funds are committed to protecting the privacy of our customers, but we understand that the best protection requires a partnership with you. We encourage you to find out how you can take steps to further protect your own privacy by visiting us online at www.jpmorganfunds.com.

This description of the JPMorgan Funds’ Privacy Policy is not part of the prospectus.



HOW TO REACH US

MORE INFORMATION

For investors who want more information on these Funds the following documents are available free upon request:

ANNUAL AND SEMI-ANNUAL REPORTS

Our annual and semi-annual reports contain more information about each Fund’s investments and performance. The annual report also includes details about the market conditions and investment strategies that had a significant effect on each Fund’s performance during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains more detailed information about the Funds and their policies. It is incorporated by reference into this prospectus. This means, by law, it is considered to be part of this prospectus.

You can get a free copy of these documents and other information, or ask us any questions, by calling us at 1-800-766-7722 or writing to:

JPMorgan Institutional Funds Service Center
500 Stanton Christiana Road, 3-OPS3
Newark, DE 19713

If you buy your shares through a Financial Intermediary, you should contact that Financial Intermediary directly for more information. You can also find information online at www.jpmorganfunds.com.

You can write or e-mail the SEC’s Public Reference Room and ask them to mail you information about the Funds, including the SAI. They will charge you a copying fee for this service. You can also visit the Public Reference Room and copy the documents while you are there.

Public Reference Room of the SEC
Washington, DC 20549-0102
1-202-942-8090
E-mail: publicinfo@sec.gov

Reports, a copy of the SAI and other information about the Funds are also available on the SEC’s website at http://www.sec.gov.

Investment Company Act File Nos.
JPMorgan Trust I
JPMorgan Trust II

 


811-21295
811-4236


©JPMorgan Chase & Co. All Rights Reserved. December 2005.

PR-MMC-1205




PROSPECTUS DECEMBER   , 2005

JPMorgan

Money Market

Funds

Institutional Class Shares

Prime Money Market Fund
Liquid Assets Money Market Fund
U.S. Government Money Market Fund
U.S. Treasury Plus Money Market Fund
Federal Money Market Fund
100% U.S. Treasury Securities Money Market Fund
Tax Free Money Market Fund
Municipal Money Market Fund

The Securities and Exchange Commission has
not approved or disapproved of these securities
or determined if this prospectus is truthful or
complete. Any representation to the contrary is
a criminal offense.





CONTENTS

Prime Money Market Fund
                    1   
Liquid Assets Money Market Fund
                    7   
U.S. Government Money Market Fund
                    13   
U.S. Treasury Plus Money Market Fund
                    18   
Federal Money Market Fund
                    23   
100% U.S. Treasury Securities Money Market Fund
                    28   
Tax Free Money Market Fund
                    33   
Municipal Money Market Fund
                    39   
The Funds’ Management and Administration
                    45   
How Your Account Works
                    47   
Buying Fund Shares
                    47   
Selling Fund Shares
                    50   
Exchanging Fund Shares
                    50   
Other Information Concerning the Funds
                    51   
Shareholder Information
                    52   
Distributions and Taxes
                    52   
Availability of Proxy Voting Record
                    52   
Portfolio Holdings Disclosure
                    52   
What the Terms Mean
                    5 4   
Financial Highlights
                    56   
How To Reach Us
                    Back cover    
 


JPMorgan
    Prime Money Market Fund

The Fund’s Objective

The Fund aims to provide the highest possible level of current income while still maintaining liquidity and preserving capital.

The Fund’s Main Investment Strategy

The Fund invests in high quality, short-term money market instruments which are issued and payable in U.S. dollars. The Fund principally invests in:

• 
  high quality commercial paper and other short-term debt securities, including floating and variable rate demand notes of U.S. and foreign corporations

• 
  debt securities issued or guaranteed by qualified U.S. and foreign banks, including certificates of deposit, time deposits and other short-term securities

• 
  securities issued or guaranteed by the U.S. government, its agencies or instrumentalities

• 
  asset-backed securities

• 
  repurchase agreements and reverse repurchase agreements

• 
  taxable municipal obligations

• 
  funding agreements issued by banks and highly rated U.S. insurance companies, such as Guaranteed Investment Contracts (GICs) and Bank Investment Contracts (BICs).

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within the se requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by J.P. Morgan Investment Management Inc. (JPMIM), the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund will concentrate its investments in the banking industry. Therefore, under normal conditions, the Fund will invest at least 25% of its total assets in securities issued by companies in the banking industry. The Fund may, however invest less than 25% of its total assets in this industry if warranted due to adverse economic conditions and if investing less than 25% appears to be in the best interest of shareholders.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

JPMORGAN MONEY MARKET FUNDS


1



JPMorgan
    Prime Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Credit Risk.  The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation, and as a result the value of your investment could decline. The price and liquidity of a security can also be adversely affected as credit status deteriorates and the probability of default rises. The Fund minimizes credit risk by investing only in high-quality obligations and limiting the maturity of its investments.

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are prepaid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Government Securities Risk.  The Fund may hold the indebtedness of certain issuers identified with the U.S. government, including the well-known Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), which is not entitled to the full faith and credit of the United States. These securities are supported only by their own credit and are subject to the risk of default in the payment of interest and/or principal, like the indebtedness of private issuers.

Concentration Risk.  Because the Fund will invest a significant portion of its assets in securities of companies in the banking industry, developments affecting the banking industry will have a disproportionate impact on the Fund. These risks generally include interest rate risk, credit risk and risk associated with regulatory changes in the banking indus try. The profitability of banks depends largely on the availability and cost of funds, which can change depending on economic conditions.

Foreign Securities Risk.  Investments in foreign securities may be riskier than investments in U.S. securities. Foreign secu rities may be affected by political, social and economic insta bility and may be subject to higher transaction costs and delayed settlement. There may also be less public information available about such securities.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash. Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

JPMORGAN MONEY MARKET FUNDS


2



PROSPECTUS DECEMBER  

2005

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


3



JPMorgan
    Prime Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Institutional Class Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800- 766-7722 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 3rd quarter, 2000
                    1.64 %  
WORST QUARTER 4th quarter, 2003
                    0.23 %  
1st quarter, 2004
                      
2nd quarter, 2004
                      
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

2
  The performance for the period before Institutional Class Shares were launched on 9/10/01 and the performance in the bar chart prior to 1/1/02 are based on the performance of Agency Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not offered in this prospec tus.

JPMORGAN MONEY MARKET FUNDS


4



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Institutional Class Shares 1
                    1.2 6              2. 89              4.19   
 
1
  The performance for the period before Institutional Class Shares were launched on 9/10/01 is based on the performance of Agency Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not offered in this prospectus.

Investor Expenses for Institutional Class Shares1

The expenses of the Institutional Class Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM INSTITUTIONAL CLASS ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE   
Shareholder Service Fees
                    0.10   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waiver and Expense Reimbursements2
                         
Net Expenses2
                    0.20   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year.

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the distributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Institutional Class Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.20% of its average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


5



JPMorgan
    Prime Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Institutional Class Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Institutional Class Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
YOUR COST ($)
(with or without redemption)
                                                                   
 

JPMORGAN MONEY MARKET FUNDS


6



JPMorgan
    Liquid Assets Money Market Fund
    
(formerly One Group® Prime Money Market Fund)

The Fund’s Objective

The Fund seeks current income with liquidity and stability of principal.

The Fund’s Main Investment Strategy

The Fund invests in high quality, short-term money market instruments which are issued and payable in U.S. dollars. The Fund principally invests in:

• 
  high quality commercial paper and other short-term debt securities, including floating and variable rate demand notes of U.S. and foreign corporations

• 
  debt securities issued or guaranteed by qualified U.S. and foreign banks, including certificates of deposit, time deposits and other short-term securities

• 
  securities issued or guaranteed by the U.S. government, its agencies or instrumentalities

• 
  asset-backed securities

• 
  repurchase agreements and reverse repurchase agreements

• 
  taxable municipal obligations

• 
  funding agreements issued by banks and highly rated U.S. insurance companies, such as GICs and BICs.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within the se requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. T hese securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMorgan Investment Advisors Inc. (JPMIA), the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund will concentrate its investments in the financial services industry, including asset-backed commercial paper programs. Therefore, under normal conditions, the Fund will invest at least 25% of its total assets in securities issued by companies in the financial services industry, which includes banks, broker-dealers, finance companies and other issuers of asset-backed securities. The Fund may, however invest less than 25% of its total assets in this industry if warranted due to adverse economic conditions and if investing less than 25% appears to be in the best interest of shareholders.

The Fund may engage in securities lending in order to generate additional income. The Fund may loan up to 33-1/3% of its total assets, provided such loans are collateralized by securities issued by the U.S. government or its agencies and instrumentalities or by cash.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.

JPMORGAN MONEY MARKET FUNDS


7



JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Credit Risk.  The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation, and as a result the value of your investment could decline. The price and liquidity of a security can also be adversely affected as credit status deteriorates and the probability of default rises. The Fund minimizes credit risk by investing only in high-quality obligations and limiting the maturity of its investments.

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are prepaid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Government Securities Risk.  The Fund may hold the indebtedness of certain issuers identified with the U.S. government, including the well-known Fannie Mae and Freddie Mac, which is not entitled to the full faith and credit of the United States. These securities are supported only by their own credit and are subject to the risk of default in the payment of interest and/or principal, like the indebtedness of private issuers.

Securities Lending Risk.  The Fund may lend securities, which involves the risk that the loaned securities may not be returned if the borrower or the lending agent defaults. The collateral is also subject to the risks of the securities in which it is invested. The risk of securities lending is reduced, however, by the following policies:

• 
  JPMIA maintains a list of approved borrowers, which it believes to present low credit risk;

• 
  The Fund receives collateral equal to at least 100% of the current value of the securities loaned plus accrued interest;

• 
  The lending agent indemnifies the Fund against borrower default;

• 
  JPMIA’s collateral investment guidelines limit the quality and duration of collateral investment to minimize losses; and

• 
  Upon recall, the borrower must return the securities loaned within the normal settlement period.

Concentration Risk.  Because the Fund will invest a significant portion of its assets in securities of companies in the financial services industry, developments affecting the financial services industry will have a disproportionate impact on the Fund. These risks generally include interest rate risk, credit risk and risk associated with regulatory changes in the financial services industry. In addition, financial

JPMORGAN MONEY MARKET FUNDS


8



PROSPECTUS DECEMBER  

2005


services companies are highly dependent on the supply of short-term financing.

Foreign Securities Risk. Investments in foreign securities may be riskier than investments in U.S. securities. Foreign secu rities may be affected by political, social and economic insta bility and may be subject to higher transaction costs and delayed settlement. There may also be less public information available about such securities.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash. Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


9



JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Institutional Class Shares had not commenced operations as of December 31, 2004, the bar chart shows how the performance of the Fund’s Investor Shares (formerly Class I Shares), the original class offered, has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800- 766-7722 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 4th quarter, 2000
                    1.56 %  
WORST QUARTER 1st quarter, 200 4
                    0.16 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

2
  As of December 31, 2004, the Institutional Class Shares had not commenced operations. The performance shown is that of the Investor Shares, the original class offered, whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses.

JPMORGAN MONEY MARKET FUNDS


10



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Investor Shares 1
                    0.96              2.60              3,95   
 
1
  As of December 31, 2004, the Institutional Class Shares had not commenced operations. The performance shown is that of the Investor Shares, the original class offered, whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses.

Investor Expenses for Institutional Class S hares

The expenses of the Institutional Class Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM INSTITUTIONAL CLASS ASSETS)

Management Fees
                    0. 08   
Distribution (Rule 12b-1) Fees
                    NONE    
Shareholder Service Fees
                    0.10   
Other Expenses1
                    0.14   
Total Annual Operating Expenses
                    0.32   
Fee Waiver and Expense Reimbursements2
                    (0.12 )
Net Expenses2
                    0.20   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year.

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Institutional Class Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.20% of its average daily net assets from 2/19/05 through 1 2 /31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


11



JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Institutional Class Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 1 2 /31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Institutional Class Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
YOUR COST ($)
(with or without redemption)
                    20               90               167               393    
 

JPMORGAN MONEY MARKET FUNDS


12



JPMorgan
    U.S. Government Money Market Fund
    
(formerly One Group® Government Money Market Fund)

The Fund’s Objective

The Fund seeks high current income with liquidity and stability of principal.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests its assets exclusively in:

• 
  short-term debt securities issued or guaranteed by the U.S. government, or by U.S. government agencies or instrumentalities

• 
  short-term repurchase agreements fully collateralized by U.S. Treasury and U.S. government securities and

• 
  [ other money market funds that invest exclusively in U.S. government securities ] and repurchase agreements collateralized by such securities.

The interest on these securities is generally exempt from state and local income taxes.

If the Fund decides to invest in other types of securities, shareholders will be given 60 days advance notice.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within the se requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund may engage in securities lending in order to generate additional income. The Fund may loan up to 33-1/3% of its total assets, provided such loans are collateralized by securities issued by the U.S. government or its agencies and instrumentalities or by cash.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

JPMORGAN MONEY MARKET FUNDS


13



JPMorgan
    U.S. Government Money Market Fund

CONTINUED

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are prepaid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Government Securities Risk.  The Fund may hold the indebtedness of certain issuers identified with the U.S. government, including the well-known Fannie Mae and Freddie Mac, which is not entitled to the full faith and credit of the United States. These securities are supported only by their own credit and are subject to the risk of default in the payment of interest and/or principal, like the indebtedness of private issuers.

Securities Lending Risk.  The Fund may lend securities, which involves the risk that the loaned securities may not be returned if the borrower or the lending agent defaults. The collateral is also subject to the risks of the securities in which it is invested. The risk of securities lending is reduced, however, by the following policies:

• 
  JPMIA maintains a list of approved borrowers, which it believes to present low credit risk;

• 
  The Fund receives collateral equal to at least 100% of the current value of the securities loaned plus accrued interest;

• 
  The lending agent indemnifies the Fund against borrower default;

• 
  JPMIA’s collateral investment guidelines limit the quality and duration of collateral investment to minimize losses; and

• 
  Upon recall, the borrower must return the securities loaned within the normal settlement period.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash. Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


14



PROSPECTUS DECEMBER  

2005

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Institutional Class Shares had not commenced operations as of December 31, 2004, the bar chart shows how the performance of the Fund’s Capital Shares (formerly Class I Shares), the original class offered, has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800- 766-7722 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 3rd quarter, 2000
                    1.64 %  
WORST QUARTER 2nd quarter, 2004
                    0.24 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

2
  As of December 31, 2004, the Institutional Class Shares had not commenced operations. The performance shown is that of the Capital Shares, the original class offered, whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses. During this period, the actual returns of Institutional Class Shares would have been lower than shown because Institutional Class Shares have higher expenses than Capital Shares.

JPMORGAN MONEY MARKET FUNDS


15



JPMorgan
    U.S. Government Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Capital Shares 1
                    1.26              2.89              4.18   
 
1
  As of December 31, 2004, the Institutional Class Shares had not commenced operations. The performance is that of the Capital Shares, the original class offered, whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses. During this period, the actual returns of Institutional Class Shares would have been lower than shown because Institutional Class Shares have higher expenses than Capital Shares.

Investor Expenses for Institutional Class Shares

The expenses of the Institutional Class Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM INSTITUTIONAL CLASS ASSETS)

Management Fees
                    0 .08   
Distribution (Rule 12b-1) Fees
                    NONE   
Shareholder Service Fees
                    0.10   
Other Expenses1
                    0.10   
Total Annual Operating Expenses
                    0.28   
Fee Waiver and Expense Reimbursements2
                    (0.08 )   
Net Expenses2
                    0.20   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year.

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Institutional Class Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.20 % of its average daily net assets from 2/19/05 through 1 2 /31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


16



PROSPECTUS DECEMBER  

2005

Example

The example below is intended to help you compare the cost of investing in the Institutional Class Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 1 2 /31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Institutional Class Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
YOUR COST ($)
(with or without redemption)
                    20               81               149               347    
 

JPMORGAN MONEY MARKET FUNDS


17



JPMorgan
    U.S. Treasury Plus Money Market Fund
    
(formerly One Group® U.S. Treasury Securities Money Market Fund)

The Fund’s Objective

The Fund seeks current income with liquidity and stability of principal.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests its assets exclusively in:

• 
  obligations of the U.S. Treasury, including Treasury bills, bonds and notes and other obligations issued or guaranteed by the U.S. Treasury

• 
  repurchase agreements fully collateralized by U.S. Treasury securities.

The debt securities described above carry different interest rates, maturities and issue dates.

The interest on these securities is generally exempt from state and local income taxes.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within the se requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities and issue dates.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash. Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

JPMORGAN MONEY MARKET FUNDS


18



PROSPECTUS DECEMBER  

2005

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


19



JPMorgan
    U.S. Treasury Plus Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Institutional Class shares had not commenced operations as of December 31, 2004, the bar chart shows how the performanc e of the Fund’s Investor Shares (formerly Class I Shares), the original class offered, has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800- 766-7722 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 4th quarter, 2000
                    1. 5 2 %  
WORST QUARTER 2nd quarter, 2004
                    0. 13 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

2
  As of December 31, 2004, the Institutional Class Shares had not commenced operations. The performance shown is that of the Investor Shares, the original class offered, whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses.

JPMORGAN MONEY MARKET FUNDS


20



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Investor Shares 1
                    0.83              2.42              3.75   
 
1
  As of December 31, 2004, the Institutional Class Shares had not commenced operations. The performance shown is that of the Investor Shares, the original class offered, whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses.

Investor Expenses for Institutional Class Shares

The expenses of the Institutional Class Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM INSTITUTIONAL CLASS ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE   
Shareholder Service Fees
                    0.10   
Other Expenses1
                    0.09   
Total Annual Operating Expenses
                    0.27   
Fee Waiver and Expense Reimbursements2
                    (0.07 )   
Net Expenses2
                    0.20   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year.

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Institutional Class Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.20% of its average daily net assets from 2/19/05 through 1 2 /31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


21



JPMorgan
    U.S. Treasury Plus Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Institutional Class Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 1 2 /31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Institutional Class Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
YOUR COST ($)
(with or without redemption)
                    20               7 9               14 4               33 6    
 

JPMORGAN MONEY MARKET FUNDS


22



JPMorgan
    Federal Money Market Fund

The Fund’s Objective

The Fund aims to provide current income while still preserving capital and maintaining liquidity.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests its assets exclusively in:

• 
  obligations of the U.S. Treasury, including Treasury bills, bonds and notes

• 
  debt securities that certain U.S. government agencies or instrumentalities have either issued or guaranteed as to principal and interest.

The interest on these securities is generally exempt from state and local income taxes.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within the se requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured by or guaranteed the FDIC, the Federal Reserve Board or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are prepaid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

JPMORGAN MONEY MARKET FUNDS


23



JPMorgan
    Federal Money Market Fund

CONTINUED

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash. Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


24



PROSPECTUS DECEMBER  

2005

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Institutional Class Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800- 766-7722 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 3rd quarter, 2000
                    1.58 %  
4th quarter, 2000
                      
WORST QUARTER 4th quarter, 2003
                    0.21 %  
1st quarter, 2004
                         
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

2
  The performance for the period before Institutional Class Shares were launched on 9/ 0/01 and the performance in the bar chart prior to 1/1/02 are based on the performance of Agency Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus.

JPMORGAN MONEY MARKET FUNDS


25



JPMorgan
    Federal Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Institutional Class Shares1
                    1.18              2.78              4.05   
 
1
  The performance for the period before Institutional Class Shares were launched on 9/10/01 is based on the performance of Agency Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus.

Investor Expenses for Institutional Class Shares

The expenses of the Institutional Class Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM INSTITUTIONAL CLASS ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE   
Shareholder Service Fees
                    0.10   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waiver and Expense Reimbursements2
                         
Net Expenses2
                    0.20   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses have been restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year.

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the distributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Institutional Class Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.20 % of its average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


26



PROSPECTUS DECEMBER  

2005

Example

The example below is intended to help you compare the cost of investing in the Institutional Class Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Institutional Class Shares and your actual costs may be higher or lower.

    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
YOUR COST ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


27



JPMorgan
    100% U.S. Treasury Securities Money Market Fund

The Fund’s Objective

The Fund aims to provide the highest possible level of current income while still maintaining liquidity and providing maximum safety of principal.

The Fund’s Main Investment Strategy

The Fund invests its assets exclusively in obligations of the U.S. Treasury, including Treasury bills, bonds and notes.

These investments carry different interest rates, maturities and issue dates. The interest on these securities is generally exempt from state and local income taxes. The Fund does not buy securities issued or guaranteed by agencies of the U.S. government.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within the se requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund will only buy securities that present minimal credit risk.

The Fund may engage in securities lending in order to generate additional income. The Fund may loan up to 33-1/3% of its total assets, provided such loans are collateralized by securities issued by the U.S. Treasury or in other limited instances, by cash.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities and issue dates.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

JPMORGAN MONEY MARKET FUNDS


28



PROSPECTUS DECEMBER  

2005

Securities Lending Risk.  The Fund may lend securities, which involves the risk that the loaned securities may not be returned if the borrower or the lending agent defaults. The risk of securities lending is reduced, however, by the following policies:

• 
  JPMIM maintains a list of approved borrowers, which it believes to present low credit risk;

• 
  The Fund receives collateral equal to at least 100% of the current value of the securities loaned plus accrued interest;

• 
  The lending agent indemnifies the Fund against borrower default; and

• 
  Upon recall, the borrower must return the securities loaned within the normal settlement period.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash. Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high-quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


29



JPMorgan
    100% U.S. Treasury Securities Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Institutional Class Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800- 766-7722 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 4th quarter, 2000
                    1.54 %  
WORST QUARTER 4th quarter, 2003
                    0.20 %  
1st quarter, 2004
                         
2nd quarter, 2004
                         
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

2
  The performance for the period before Institutional Class Shares were launched on 9/10/01 and the performance in the bar chart prior to 1/1/02 are based on the performance of Agency Shares of the Fund , which invest in the same portfolio of securities, but whose Shares are not being offered in this prospectus.

JPMORGAN MONEY MARKET FUNDS


30



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Institutional Class Shares 1
                    1. 08              2.64              3.84   
 
1
  The performance for the period before Institutional Class Shares were launched on 9/10/01 is based on the performance of Agency Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus.

Investor Expenses for Institutional Class Shares

The expenses of the Institutional Class Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM INSTITUTIONAL CLASS ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE   
Shareholder Service Fees
                    0.10   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waivers and Expense Reimbursements2
                         
Net Expenses2
                    0.20   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses have been restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year.

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the distributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Institutional Class Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.20 % of its average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


31



JPMorgan
    100% U.S. Treasury Securities Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Institutional Class Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Institutional Class Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
YOUR COST ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


32



JPMorgan
    Tax Free Money Market Fund

The Fund’s Objective

The Fund aims to provide the highest possible level of current income which is excluded from gross income, while still preserving capital and maintaining liquidity.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund will try to invest its assets exclusively in municipal obligations, the interest on which is excluded from federal income taxes.

As a fundamental policy, the Fund will invest at least 80% of the value of its Assets in municipal obligations. For purposes of this policy, “Assets” means net assets, plus the amount of borrowings for investment purposes.

Municipal obligations are securities that:

• 
  are issued by or on behalf of states, territories and possessions of the United States, including the District of Columbia, and their respective authorities, agencies and other groups with authority to act for the municipalities; and

• 
  are short-term money market instruments such as private activity and industrial development bonds, tax anticipation notes, municipal lease obligations and participations in pools of municipal obligations.

The Fund will only purchase municipal obligations if the issuer receives assurances from legal counsel that the interest payable on the securities is exempt from federal income tax.

The remaining 20% of the Fund’s Assets may be invested in securities subject to federal income tax or the federal alternative minimum tax for individuals. The Fund may exceed this 20% limit for temporary defensive purposes.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within the se requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMIM, the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.

JPMORGAN MONEY MARKET FUNDS


33



JPMorgan
    Tax Free Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Municipal Obligations Risk.  Municipal obligations are subject to the following risks:

• 
  Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. A number of municipalities have had significant financial problems recently. This could decrease the Fund’s income or hurt the ability to preserve capital and liquidity.

• 
  Under some circumstances, municipal obligations might not pay interest unless the state legislature or municipality authorizes money for that purpose. Some securities, including municipal lease obligations, carry additional risks. For example, they may be difficult to trade or interest payments may be tied only to a specific stream of revenue.

• 
  Since some municipal obligations may be secured or guaranteed by banks or other financial institutions, the risk to the Fund could increase if the credit quality of the financial institution providing the backing declines or the banking or financial sector suffers an economic downturn. In addition, to the extent that the financial institutions securing the municipal obligations are located outside the U.S., these securities could be riskier than those backed by U.S. institutions because of possible political, social or economic instability, higher transaction costs and possible delayed settle ment.

Tax Risk.  The Fund may invest in securities whose interest is subject to federal income tax or the federal alternative minimum tax. Consult your tax professional for more information.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash. Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective and may produce taxable income.

JPMORGAN MONEY MARKET FUNDS


34



PROSPECTUS DECEMBER  

2005

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance
• 
  are investing through a tax-deferred account, such as an IRA

JPMORGAN MONEY MARKET FUNDS


35



JPMorgan
    Tax Free Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Institutional Class Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800- 766-7722 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1 ,2


BEST QUARTER 4th quarter, 2000
                    1.04 %  
WORST QUARTER 3rd quarter, 2003
                    0.19 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

2
  The performance for the period before Institutional Class Shares were launched on 9/10/01 and the performance in the bar chart prior to 1/1/02 are based on the performance of Agency Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus.

JPMORGAN MONEY MARKET FUNDS


36



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Institutional Class Shares 1
                    1.05              2.01              2.70   
 
1
  The performance for the period before Institutional Class Shares were launched on 9/10/01 is based on the performance of Agency Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus.

Investor Expenses for Institutional Class Shares

The expenses of the Institutional Class Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM INSTITUTIONAL CLASS ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE   
Shareholder Service Fees
                    0.10   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waivers and Expense Reimbursements2
                         
Net Expenses2
                    0.20   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses have been restated to reflect several new fee arrangements with fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year.

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the distributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Institutional Class Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.20 % of its average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


37



JPMorgan
    Tax Free Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Institutional Class Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Institutional Class Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
YOUR COST ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


38



JPMorgan
    Municipal Money Market Fund
    
(formerly One Group® Municipal Money Market Fund)

The Fund’s Objective

The Fund seeks as high a level of current interest income exempt from federal income tax as is consistent with liquidity and stability of principal.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests primarily in municipal obligations, the interest on which is excluded from federal income taxes.

As a fundamental policy, the Fund will invest at least 80% of its net assets in such securities . For purposes of this policy, the Fund’s net assets include borrowings by the Fund for investment purposes.

Municipal obligations are securities that:

• 
  are issued by or on behalf of states, territories and possessions of the United States, including the District of Columbia, and their respective authorities, agencies and other groups with authority to act for the municipalities; and

• 
  are short-term money market instruments such as private activity and industrial development bonds, tax anticipation notes, municipal lease obligations and participations in pools of municipal obligations.

The Fund will only purchase municipal obligations if the issuer receives assurances from legal counsel that the interest payable on the securities is exempt from federal income tax.

The Fund may invest up to all of its assets in municipal obligations that produce income subject to the federal alternative minimum tax .

Up to 20% of the Fund’s remaining assets may be invested in securities subject to federal income tax, such as taxable money market instruments or repurchase agreements.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within the se requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMIA, the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.

JPMORGAN MONEY MARKET FUNDS


39



JPMorgan
    Municipal Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Municipal Obligations Risk.  Municipal obligations are subject to the following risks:

• 
  Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. A number of municipalities have had significant financial problems recently. This could decrease the Fund’s income or hurt the ability to preserve capital and liquidity.

• 
  Under some circumstances, municipal obligations might not pay interest unless the state legislature or municipality authorizes money for that purpose. Some securities, including municipal lease obligations, carry additional risks. For example, they may be difficult to trade or interest payments may be tied only to a specific stream of revenue.

• 
  Since some municipal obligations may be secured or guaranteed by banks or other financial institutions, the risk to the Fund could increase if the credit quality of the financial institution providing the backing declines or the banking or financial sector suffers an economic downturn. In addition, to the extent that the financial institutions securing the municipal obligations are located outside the U.S., these securities could be riskier than those backed by U.S. institu tions because of possible political, social or economic insta bility, higher transaction costs and possible delayed settle ment.

Tax Risk.  The Fund may invest in securities whose interest is subject to federal income tax or the federal alternative minimum tax. Consult your tax professional for more information.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash. Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective and may produce taxable income.

JPMORGAN MONEY MARKET FUNDS


40



PROSPECTUS DECEMBER  

2005

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  are looking for income that is not taxable
• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
•  
  are investing for high income
• 
  require the added security of FDIC insurance
• 
  are investing through a tax-deferred account, such as an IRA

JPMORGAN MONEY MARKET FUNDS


41



JPMorgan
    Municipal Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Institutional Class Shares had not commenced operations as of December 31, 2004, the bar chart shows how the performance of the Fund’s Premier Shares (formerly Class I Shares) has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800- 766-7722 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 4th quarter, 2000
                    0.99 %  
WORST QUARTER 3rd quarter, 2003
                    0.13 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

2
  As of December 31, 2004, the Institutional Class Shares had not commenced operations. The performance shown is that of the Premier Shares whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses.

JPMORGAN MONEY MARKET FUNDS


42



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Premier Shares 1
                    0.84              1.76              2.49   
 
1
  As of December 31, 2004, the Institutional Class Shares had not commenced operations. The performance shown is that of the Premier Shares whose shares are not offered in this pro spectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses.

Investor Expenses for Institutional Class Shares

The expenses of the Institutional Class Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM INSTITUTIONAL CLASS ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    NONE   
Shareholder Service Fees
                    0.10   
Other Expenses1
                    0.10   
Total Annual Operating Expenses
                    0.28   
Fee Waivers and Expense Reimbursements2
                    (0.08 )
Net Expenses2
                    0.20   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year.

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Institutional Class Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.20 % of its average daily net assets from 2/19/05 through 1 2 /31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


43



JPMorgan
    Municipal Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Institutional Class Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 1 2 /31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual return of the Institutional Class Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
YOUR COST ($)
(with or without redemption)
                    20               81               149               347    
 

JPMORGAN MONEY MARKET FUNDS


44



The Funds’ Management and Administration

The following Funds are series of JPMorgan Trust I (JPMTI), a Delaware statutory trust:

• 
  Prime Money Market Fund

• 
  Federal Money Market Fund

• 
  100% U.S. Treasury Securities Money Market Fund

• 
  Tax Free Money Market Fund

Collectively, these are the JPMTI Funds.

The following Funds are series of JPMorgan Trust II (JPMTII), a Delaware statutory trust:

• 
  Liquid Assets Money Market Fund

• 
  U.S. Government Money Market Fund

• 
  U.S. Treasury Plus Money Market Fund

• 
  Municipal Money Market Fund

Collectively these are the JPMTII Funds.

The trustees of each trust are responsible for overseeing all business activities.

Each of the Funds operates in a multiple class structure. A multiple class fund is an open-end investment company that issues two or more classes of shares representing interests in the same investment portfolio.

Each class in a multiple class fund can set its own transaction minimums and may vary with respect to expenses for distribution, administration and shareholder services. This means that one class could offer access to a Fund on different terms, and thus would experience different performance, than another class. Certain classes may be more appropriate for a particular investor.

Each Fund may also issue other classes of shares that have different expense levels and performance and different requirements for who may invest. Call 1-800- 766-7722 to obtain more information concerning all of the Funds’ other share classes. A Financial Intermediary (as described below) who receives compensation for selling Fund shares may receive a different amount of compensation for sales of different classes of shares.

The Funds’ Investment Advisers

JPMIM and JPMIA each act as investment adviser to several of the Funds and each makes day-to-day investment decisions for the Funds, which it advises. JPMIM is the investment adviser to the JPMTI Funds, and JPMIA (formerly known as Banc One Investment Advisors Corporation) is the investment adviser to the JPMTII Funds.

JPMIM is a wholly-owned subsidiary of J.P. Morgan Fleming Asset Management Holdings, Inc., which is a wholly-owned subsidiary of JPMorgan Chase & Co. (JPMorgan Chase), a bank holding company. JPMIA is an indirect, wholly-owned subsidiary of JPMorgan Chase.

During the most recent fiscal year ended 8/31/05, JPMIM was paid management fees (net of waivers, if any), as shown below, as a percentage of average daily net assets:

FUND
 
         %
 
Prime Money Market Fund
              
 
Federal Money Market Fund
              
 
100% U.S. Treasury Securities
Money Market Fund
              
 
Tax Free Money Market Fund
              
 

JPMORGAN MONEY MARKET FUNDS


45



The Funds’ Management and Administration

CONTINUED

During the most recent fiscal year ended 6/30/05, JPMIA was paid management fees (net of waivers, if any), as shown below, as a percentage of average daily net assets:

FUND
 
         %
 
Liquid Assets Money Market Fund
              
0.16
U.S. Government Money Market Fund
              
0.06
U.S. Treasury Plus Money Market Fund
              
0.14
Municipal Money Market Fund
              
0.20
 

Effective 2/19/05, the management fees for all the Funds was 0.08%.

A discussion of the basis the Board of Trustees of JPMTI used in reapproving the investment advisory for the JPMTI Funds is available in the annual report for the year ended August 31, 2005. A discussion for the JPMTII Funds is available in the SAI for those Funds.

The Funds’ Administrator

JPMorgan Funds Management, Inc. (the Administrator) provides administrative services and oversees each Fund’s other service providers. The Administrator receives a pro-rata portion of the following annual fee on behalf of each Fund for administrative services: 0.10% of the first $100 billion of average daily net assets of all money market funds in the JPMorgan Funds Complex and 0.05% of average daily net assets over $100 billion.

The Funds’ Shareholder Servicing Agent

The Trust, on behalf of the Funds, has entered into a shareholder servicing agreement with JPMorgan Distribution Services, Inc. (JPMDS) under which JPMDS has agreed to provide certain support services to the Funds’ shareholders. For performing these services, JPMDS, as shareholder servicing agent, receives an annual fee of 0. 10 % of the average daily net assets of Institutional Class Shares of each Fund . JPMDS may enter into service agreements with Financial Intermediaries under which it will pay all or a portion of the 0.10% annual fees to such entities for performing shareholder and administrative services.

The Funds’ Distributor

JPMDS (the Distributor) is the distributor for the Funds. The Distributor is an affiliate of JPMIM, JPMIA and the Administrator.

Additional Compensation to Financial Intermediaries

JPMIM, JPMIA, JPMDS and, from time to time, other affiliates of JPMorgan Chase may, at their own expense and out of their own legitimate profits, provide additional cash payments to Financial Intermediaries who sell shares of the JPMorgan Funds. For this purpose, Financial Intermediaries include financial advisors, investment advisers, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others, including various affiliates of JPMorgan Chase, that have entered into agreements with the Distributor. These additional cash payments are payments over and above the shareholder servicing fees which are disclosed elsewhere in this prospectus. These additional cash payments are generally made to Financial Intermediaries that provide shareholder or administrative services or marketing support. Marketing support may include access to sales meetings, sales representatives and Financial Intermediary management representatives, inclusion of the JPMorgan Funds on a sales list, including a preferred or select sales list, or other sales programs. These additional cash payments also may be made as an expense reimbursement in cases where the Financial Intermediary provides shareholder services to JPMorgan Fund shareholders. JPMIM, JPMIA and JPMDS may also pay cash compensation in the form of finders’ fees that vary depending on the JPMorgan Fund and the dollar amount of shares sold.

JPMORGAN MONEY MARKET FUNDS


46



How Your Account Works

BUYING FUND SHARES

You do not pay any sales charge (sometimes called a load) when you buy Institutional Class Shares of these Funds.

The price you pay for your shares is the net asset value (NAV) per share of the class. NAV is the value of everything a class of a Fund owns, minus everything the class owes, divided by the number of shares of that class held by investors. The Funds seek to maintain a stable NAV per share of $1.00. Each Fund uses the amortized cost method to value its portfolio of securities. This method provides more stability in valuations. However, it may also result in periods during which the stated value of a security is different than the price the Fund would receive if it sold the investment.

The NAV of each class of shares is generally calculated as of the cut-off time each day the Funds are accepting orders. You will pay the next NAV per share calculated after the JPMorgan Institutional Funds Service Center accepts your order.

Institutional Class Shares may be purchased by institutional investors such as corporations, pension and profit sharing plans, foundations, and any organization authorized to act in a fiduciary, advisory, custodial or agency capacity, including affiliates of JPMorgan Chase.

You may purchase Fund shares through your Financial Intermediary. Financial Intermediaries may include financial advisors, investment advisers, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others, including various affiliates of JPMorgan Chase, that have entered into agreements with JPMDS as Distributor and/or shareholder servicing agent. Shares purchased this way will typically be held for you by the Financial Intermediary. You may also purchase s hares directly from the JPMorgan Institutional Funds Service Center .

Shares are available on any business day that the Federal Reserve Bank of New York (Federal Reserve) and the New York Stock Exchange (NYSE) are open, except the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day.

The Funds may close earlier a few days each year when the Bond Market Association recommends that the securities markets close trading early.

On occasion, the NYSE closes before 4:00 p.m. Eastern Time (ET). When the NYSE closes before a Fund’s cut-off time, purchase orders accepted by the Fund after the NYSE closes will be effective the following business day. Each Fund, however, may elect to remain open following an early close of the NYSE or to open on days when the Federal Reserve is open and the NYSE is closed. If your purchase order is accepted by the Fund before the Fund’s close on a day when the NYSE closes early but the Fund remains open, or on a day when the Fund is open but the NYSE is not, it will be effective the same business day. Purchase orders accepted after a Fund closes will be effective the following business day.

If the Fund accepts your order by the Fund’s cut-off time listed below, we will process your purchase order at that day’s price and you will be entitled to all dividends declared on that day. If the Fund accepts your purchase order after the cut-off time, we will process it at the next day’s price.

Share ownership is electronically recorded, therefore no certificates will be issued.

If a Financial Intermediary holds your shares, it is the responsibility of the Financial Intermediary to send your purchase order to the Fund. Your Financial Intermediary may have an earlier cut-off time for purchase orders.

In addition, your Financial Intermediary may be closed at times when the Fund is open (for example, when the NYSE is closed and the Fund elects to remain open).

JPMORGAN MONEY MARKET FUNDS


47



How Your Account Works

CONTINUED

Normally, the cut-off time for each Fund is:

Prime Money Market Fund
              
5:00 P.M. ET
Liquid Assets Money Market Fund
              
5:00 P.M. ET
U.S. Government Money Market Fund
              
5:00 P.M. ET
U.S. Treasury Plus Money Market Fund
              
5:00 P.M. ET
Federal Money Market Fund
              
2:00 P.M. ET
100% U.S. Treasury Securities
Money Market Fund
              
2:00 P.M. ET
Tax Free Money Market Fund
              
NOON ET
Municipal Money Market Fund
              
NOON ET
 

The Fund must receive “federal funds” before the Fund’s cut-off time shown above (unless the Fund closes early, in which case federal funds must be received by the Fund’s close). If the Fund does not receive federal funds by its cut-off time, your order may not be effective until the next business day on which federal funds are timely received by the Fund. If you pay by check before the cut-off time, we will generally process your order the next business day the Fund is open for business.

The Funds have the right to refuse any purchase order or to stop offering shares for sale at any time.

TO OPEN AN ACCOUNT, BUY OR SELL SHARES OR GET FUND INFORMATION, CALL:
JPMORGAN INSTITUTIONAL FUNDS SERVICE CENTER
1-800- 766-7722
              
 
 

Minimum Investments

Institutional Class Shares are subject to a $10,000,000 mini mum investment requirement per Fund. There are no minimum levels for subsequent purchases.

The Funds reserve the right to waive any investment minimum. For further information on investment minimum waivers, call 1-800- 766-7722 .

General

The JPMorgan money market funds (including the Funds in this prospectus) are intended for short-term investment horizons, and do not monitor for market timers or prohibit short-term trading activity. Although these Funds are managed in a manner that is consistent with their investment objectives, frequent trading by shareholders may disrupt their management and increase their expenses.

Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. When you open an account, we will ask for your name, residential or business street address, date of birth (for an individual) and other information that will allow us to identify you, including your social security number, tax identification number or other identifying number. The Funds cannot waive these requirements. The Funds are required by law to reject your Account Application if the required identifying information is not provided.

We will attempt to collect any missing information required on the Account Application by contacting either you or your Financial Intermediary. If we cannot obtain this information within the established time frame, your Account Application will be rejected. Amounts received prior to receipt of the required information will be held uninvested and will be returned to you without interest if your Account Application is rejected. If the required information is obtained, your investment will be accepted and you will pay the NAV per share next calculated after all of the required information is received.

Once we have received all of the required information, federal law requires us to verify your identity. After an account is opened, we may restrict your ability to purchase additional shares until your identity is verified. If we are unable to verify your identity within a reasonable time, the Funds reserve the right to close your account at the current day’s NAV per share. If your account is closed for this reason, your shares will be redeemed at the NAV per share next calculated after the account is closed .

Send the completed Account Application and a check to:

JPMorgan Institutional Funds Service Center
500 Stanton Christiana Road, 3-OPS3
Newark, DE 19713

JPMORGAN MONEY MARKET FUNDS


48



PROSPECTUS DECEMBER  

2005

All checks must be in U.S. dollars. The Funds do not accept credit cards, cash, starter checks, money orders or credit card checks. The Funds reserve the right to refuse “third-party” checks and checks drawn on non-U.S. financial institutions even if payment may be effected through a U.S. financial institution. Checks made payable to any individual or company and endorsed to the JPMorgan Funds or a Fund are considered third-party checks. The redemption of shares purchased through JPMorgan Funds Services by check or an Automated Clearing House (ACH) transaction is subject to certain limitations. See “Selling Fund Shares.”

All checks must be made payable to one of the following:

• 
  JPMorgan Funds; or

• 
  The specific Fund in which you are investing.

Your purchase may be canceled if your check does not clear and you will be responsible for any expenses and losses to the Funds.

If you choose to pay by wire, please call 1-800- 766-7722 to notify the Funds of your purchase and authorize your financial institution to wire funds to:

JPMORGAN CHASE BANK, N.A.
ATTN:
   
JPMORGAN INSTITUTIONAL F UNDS
SERVICE CENTER
ABA 021 000 021
DDA 323125832
FBO YOUR JPMORGAN FUND
    (EX: JPMORGAN ABC FUND- INSTITUTIONAL )
YOUR FUND NUMBER & ACCOUNT NUMBER
    (EX: FUND 123-ACCOUNT 123456789)
YOUR ACCOUNT REGISTRATION
    (EX: XYZ CORPORATION )

Orders by wire may be canceled if the JPMorgan Institutional Funds Service Center does not receive payment by the Fund’s cut-off time on the day that you placed your order. You will be responsible for any expenses and losses to the Funds.

You can buy shares in one of two ways:

Through Your Financial Intermediary

Tell your Financial Intermediary which Funds you want to buy and they will contact us. Your Financial Intermediary may charge you a fee and may offer additional services, such as special purchase and redemption programs, “sweep” programs, cash advances and redemption checks. Some Financial Intermediaries charge a single fee that covers all services.

The Fund must accept your order from your Financial Intermediary by the Fund’s cut-off time in order for us to process your purchase order at that day’s price. Your Financial Intermediary may impose different minimum investments and earlier cut-off times.

Your Financial Intermediary may be paid by JPMDS to assist you in establishing your account, executing transactions and monitoring your investment. Financial Intermediaries may provide the following services in connection with their customers’ investments in the Funds:

• 
  Acting directly or through an agent, as the sole shareholder of record

• 
  Maintaining account records for customers

• 
  Processing orders to purchase, redeem or exchange shares for customers

• 
  Responding to inquiries from shareholders

• 
  Assisting customers with investment procedures.

Through the JPMorgan Institutional Funds
Service Center

Call 1-800- 766-7722
Or
Complete the Account Application and mail it along with a check for the amount you want to invest to:

JPMorgan Institutional Funds Service Center
500 Stanton Christiana Road, 3-OPS3
Newark, DE 19713

The JPMorgan Institutional Funds Service Center will accept your order when federal funds, a wire, a check or ACH transaction is received together

JPMORGAN MONEY MARKET FUNDS


49



How Your Account Works

CONTINUED


with a completed Account Application or other instructions in proper form.

If you purchase shares through a Financial Intermediary, you may be required to complete additional forms or follow additional procedures. You should contact your Financial Intermediary regarding purchases, exchanges and redemptions.

SELLING FUND SHARES

You can sell your shares on any day that the Funds are accepting purchase orders. You will receive the next NAV per share calculated after the Fund accepts your order .

We will need the names of the registered shareholders, your account number and other information before we can sell your shares.

Under normal circumstances, if a Fund accepts your order before the Fund’s cut-off time, the Fund will make available to you the proceeds that same business day by wire. Otherwise, except as permitted by the federal securities laws, your redemption proceeds will be paid within seven days (one day for the JPMorgan Prime Money Market Fund and the JPMorgan Liquid Assets Money Market Fund) after acceptance of the redemption order.

If you have changed your address of record within the previous 30 days, the Funds will not mail your proceeds, but rather will wire them or send them by ACH to a pre-existing bank account on record with the Funds.

The Funds may hold proceeds for shares purchased by ACH or check until the purchase amount has been collected, which may be as long as five business days.

You may also need to have medallion signature guarantees for all registered owners or their legal representatives if:

• 
  You want to redeem shares with a value of $50,000 or more and you want to receive your proceeds in the form of a check; or

• 
  You want your payment sent to an address, bank account or payee other than the one currently designated on your Fund account.

We may also need additional documents or a letter from a surviving joint owner before selling the shares. Contact the JPMorgan Institutional Funds Service Center for more details.

You can sell your shares in one of two ways:

Through Your Financial Intermediary

Tell your Financial Intermediary which Fund’s shares you want to sell. The Fund must accept your order from your Financial Intermediary by the Fund’s cut-off time in order for us to process your order at that day’s price. Your Financial Intermediary will send the necessary documents to the JPMorgan Institutional Funds Service Center . Your Financial Intermediary may charge you for this service.

Your Financial Intermediary may have an earlier cut-off time for redemption orders.

Through the JPMorgan Institutional Funds
Service Center

Call 1-800- 766-7722 . We will mail you a check or send the proceeds via electronic transfer or wire to the bank account on our records.

Redemptions-In-Kind

Generally, all redemptions will be for cash. However, if you redeem shares worth $250,000 or more, the Fund reserves the right to pay part or all of your redemption proceeds in readily marketable securities instead of cash. If payment is made in securities, the Fund will value the securities selected in the same manner in which it computes its NAV. This process minimizes the effect of large redemptions on the Fund and its remaining shareholders.

EXCHANGING FUND SHARES

Institutional Class Shares may be exchanged for s hares of the same class in certain other JPMorgan Funds , subject to meeting any minimum investment or eligibility requirements.

The JPMorgan Funds do not charge a fee for this privilege. In addition, the JPMorgan Funds may change the terms and conditions of your exchange privileges upon 60 days’ written notice.

JPMORGAN MONEY MARKET FUNDS


50



PROSPECTUS DECEMBER  

2005

Generally, an exchange between JPMorgan Funds is considered a sale of Fund shares. Carefully read the prospectus of the Fund you want to buy before making an exchange.

We reserve the right to limit the number of exchanges or to refuse an exchange. Your exchange privilege will be revoked if the exchange activity is considered excessive.

You can exchange your shares in one of two ways:

Through Your Financial Intermediary

Tell your Financial Intermediary which Fund’s shares you want to exchange. They will send the necessary documents to the JPMorgan Institutional Funds Service Center. Your Financial Intermediary may charge you for this service.

Through the JPMorgan Institutional Funds
Service Center

Call 1-800- 766-7722 to ask for details.

OTHER INFORMATION CONCERNING THE FUNDS

The Funds use reasonable procedures to confirm that instructions given by telephone are genuine. These procedures include recording telephone instructions and asking for personal identification. If these procedures are followed, the Funds will not be responsible for any loss, liability, cost or expense of acting upon unauthorized or fraudulent instructions; you bear the risk of loss.

Due to the relatively high cost of maintaining small accounts, if your account value falls below the Funds’ minimum investment requirement, the Funds reserve the right to redeem all of the remaining shares in your account and close your account or charge an annual sub-minimum account fee of $10 per Fund. Before either of these actions is taken, you will be given 60 days’ advance written notice in order to provide you with time to increase your account balance to the required minimum, by purchasing sufficient shares, in accordance with the terms of this prospectus. Accounts participating in a qualifying Systematic Investment Plan will not be subject to redemption or the imposition of the $10 fee as long as the systematic payments to be made will increase the account value above the required minimum balance within one year of the establishment of the account.

You may not always reach the JPMorgan Institutional Funds Service Center by telephone. This may be true at times of unusual market changes and shareholder activity. You can mail us your instructions or contact your Financial Intermediary. We may modify or cancel the sale of shares by telephone without notice.

You may write to:

JPMorgan Institutional Funds Service Center
500 Stanton Christiana Road, 3-OPS3
Newark, DE 19713

Shares of the JPMorgan U.S. Government Money Market Fund are intended to qualify as eligible investments for federally chartered credit unions pursuant to Sections 107(7), 107(8) and 107(15) of the Federal Credit Union Act, Part 703 of the National Credit Union Administration (NCUA) Rules and Regulations and NCUA Letter Number 155. This Fund intends to review changes in the applicable laws, rules and regulations governing eligible investments for federally chartered credit unions, and to take such action as may be necessary so that the investments of this Fund qualify as eligible investments under the Federal Credit Union Act and the regulations thereunder.

The Funds may suspend your ability to redeem or postpone payment for more than seven days (more than one day for the JPMorgan Prime Money Market Fund and the JPMorgan Liquid Assets Money Market Fund) when:

1. 
  Trading on the NYSE is restricted;

2. 
  The NYSE is closed (other than weekend and holiday closings);

3. 
  Federal securities laws permit;

4. 
  The SEC has permitted a suspension; or

5. 
  An emergency exists, as determined by the SEC.

See “Purchases, Redemptions and Exchanges” in the Statement of Additional Information for more details about this process.

JPMORGAN MONEY MARKET FUNDS


51



Shareholder Information

DISTRIBUTIONS AND TAXES

The Funds can earn income and can realize capital gain. The Funds deduct any expenses and then pay out these earnings to shareholders as distributions.

The Funds declare dividends daily, so your shares can start earning dividends on the day you buy them. The Funds distribute the dividends monthly in the form of additional shares, unless you tell us that you want distributions in cash or as a deposit in a pre-assigned bank account. The taxation of dividends will not be affected by the form in which you receive them. The Funds distribute any short-term capital gain at least annually. The Funds do not expect to realize long-term capital gain.

Dividends of net investment income will generally be taxable as ordinary income at the federal, state and local levels. Properly designated exempt-interest dividends paid by the Tax Free Money Market Fund or Municipal Money Market Fund are not subject to federal income taxes, but will generally be subject to state and local taxes and may be subject to federal alternative minimum tax . The state or municipality where you live may not charge you state and local taxes on dividends of tax-exempt interest earned on certain bonds.

Dividends of interest earned on bonds issued by the U.S. government and its agencies may also be exempt from some types of state and local taxes. It is unlikely that dividends from any of the Funds will qualify to any significant extent for the reduced 15% tax rate applicable to qualified dividend income.

If you receive distributions of net capital gain, the tax rate will be based on how long the Fund held a particular asset, not on how long you have owned your shares. The Funds expect substantially all of their distributions of net capital gain to be attributable to short-term capital gain which is taxed at rates applicable to ordinary income.

The Funds’ investments in certain debt obligations may cause a Fund to recognize taxable income in excess of the cash generated by such obligations. Thus, a Fund could be required to at times to liquidate other investments in order to satisfy its distribution requirements.

The dates on which dividends and capital gains will be distributed for calendar year 2005 will be available online at www.jpmorganfunds.com.

Early in each calendar year, the Funds will send you a notice showing the amount of distributions you received in the preceding year and the tax status of those distributions.

Any gain resulting from the sale or exchange of your shares will gen erally be subject to tax.

Any investor for whom a Fund does not have a valid Taxpayer Identification Number may be subject to backup withholding.

The tax considerations described in this section do not apply to tax-deferred accounts or other non-taxable entities.

The above is a general summary of the tax implications of investing in the Funds. Because each investor’s tax consequences are unique, please consult your tax advisor to see how investing in the Funds will affect your own tax situation.

AVAILABILITY OF PROXY VOTING RECORD

The Trustees have delegated the authority to vote proxies for securities owned by the Fund to JPMIM. A copy of each Fund’s voting record for the most recent 12-month period ended June 30 is available on the SEC’s website at www.sec.gov or on the Fund’s website at www.jpmorganfunds.com no later than August 31 of each year. Each Fund’s proxy voting record will include, among other things, a brief description of the matter voted on for each portfolio security, and will state how each vote was cast, for example, for or against the proposal.

PORTFOLIO HOLDINGS DISCLOSURE

Each business day, each Fund will make available upon request an uncertified complete schedule of its portfolio holdings as of the prior business day. Not later than 60 days after the end of each fiscal quarter, each Fund will make available a certified complete schedule of its portfolio holdings as of the last day of that quarter. In addition to providing hard copies upon request, the Funds will post these quarterly schedules on the Funds’ website

JPMORGAN MONEY MARKET FUNDS


52



PROSPECTUS DECEMBER  

2005

at www.jpmorganfunds.com and on the SEC’s website at www.sec.gov.

Shareholders may request portfolio holdings schedules at no charge by calling 1-800- 766-7722 .

A description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio holdings is available in the Statement of Additional Information.

JPMORGAN MONEY MARKET FUNDS


53



What the Terms Mean

Asset-backed securities: Interests in a stream of payments from specific assets, such as auto or credit card receivables.

Commercial paper: Short-term securities with maturities of 1 to 270 days which are issued by banks, corporations and others.

Demand notes: A debt security with no set maturity date. The investor can generally demand payment of the principal at any time.

Distribution fee: Covers the cost of the distribution system used to sell shares to the public.

Dollar weighted average maturity: The average maturity of the Fund is the average amount of time until the organizations that issued the debt securities in the Fund’s portfolio must pay off the principal amount of the debt. “Dollar weighted” means the larger the dollar value of debt security in the Fund, the more weight it gets in calculating this average.

Floating rate securities: Securities whose interest rates adjust automatically whenever a particular interest rate changes.

Liquidity: Liquidity is the ability to easily convert investments into cash without losing a significant amount of money in the process.

Management fee: A fee paid to the investment adviser to manage the Fund and make decisions about buying and selling the Fund’s investments.

Municipal lease obligations: These provide participation in municipal lease agreements and installment purchase contracts, but are not part of general obligations of the municipality.

Municipal obligations: Debt securities issued by or on behalf of states, territories and possessions or by their agencies or other groups with authority to act for them. For securities to qualify as municipal obligations, the municipality’s lawyers must give an opinion that the interest on them is not considered gross income for federal income tax purposes.

Other expenses: Miscellaneous items, including transfer agency, administration, custody and registration fees.

Qualified banks: (i) U.S. banks with more than $1 billion in total assets, and foreign branches of these banks; or (ii) foreign banks with the equivalent of more than $1 billion in total assets and which have branches or agencies in the U.S. or (iii) other U.S. or foreign commercial banks which the Fund’s adviser judges to have comparable credit standing.

Repurchase agreements: A special type of a short-term investment. A dealer sells securities to a Fund and agrees to buy them back later for a set price. This set price includes interest. In effect, the dealer is borrowing the Fund’s money for a short time, using the securities as collateral.

Reverse repurchase agreements: Contract whereby the Fund sells a security and agrees to repurchase it from the buyer on a particular date and at a specific price. Considered a form of borrowing.

Shareholder service fee: A fee to cover the cost of paying Financial Intermediaries to provide certain support services for your account.

Tax exempt municipal securities: Securities, generally issued as general obligation and revenue bonds, whose interest is exempt from federal taxation and state and/or local taxes in the state where the securities were issued.

U.S. government securities: Debt instruments (Treasury bills, notes, and bonds) guaranteed by the U.S. government for the timely payment of principal and interest.

Variable rate securities: Securities whose interest rates are periodically adjusted.

JPMORGAN MONEY MARKET FUNDS


54



This Page Intentionally Left Blank.



FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand each Fund’s financial performance for the past one through five fiscal years or periods, as applicable. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in a Fund (assuming reinvestment of all dividends and distributions). This information has been audited by PricewaterhouseCoopers LLP, whose reports, along with each Fund’s financial statements, are included in the Fund’s annual report, which is available upon request.



 
         Per share operating performance:
    

 
        
 
     Income from investment operations:

     Distributions

    

 
         Net asset
value,
beginning
of period
 
     Net
investment
income
 
     Net realized
gains on
investment s
 
     Total from
investment
operations
 
     Net
investment
income
 
     Net asset
value,
end of period
 
     Total
Return( b )
 
JPMORGAN LIQUID ASSETS
MONEY MARKET FUND*
                                                                                                                     
2/ 19 / 05(c) to 6/ 30 / 05
                    $1.000              $0.010              $0.000              $0.010              $(0.010)           $ 1.000              0.98%   
 
                                                                                                                                                     
JPMORGAN U.S. GOVERNMENT
MONEY MARKET FUND@
                                                                                                                   
2/ 19 / 05(c) to 6/ 30 / 05
                    $ 1.000              $ 0.009              $ 0.000 (d)             $ 0.009              $ (0.009)              $ 1.000              0.94%   
 
                                                                                                                                                     
JPMORGAN U.S. TREASURY PLUS
MONEY MARKET FUND
                                                                                                                   
2/ 19 / 05(c) to 6/ 30 / 05
                    $ 1.000              $ 0.009              $ 0.000 (d)             $ 0.009              $ (0.009)              $ 1.000              0.92%   
 
(a)
  Annualized for periods less than one year.

(b)
  Not annualized for periods less than one year.

(c)
  Commencement of offering of class of shares.

(d)
  Amount is less than $0.001.

JPMORGAN MONEY MARKET FUNDS


56



FINANCIAL HIGHLIGHTS

   

Ratios/Supplemental Data:
 

 
         Ratios to average net assets (a) :
    
Net assets,
end of period
(millions)
 
         Net
expenses
 
     Net
investment
income
 
     Expenses
without waivers
and earnings credits
 

                                                              
$1,452,881
                    0.20%              2.76%              0.32 %       
 
                                                                     

                                                              
$ 2,017,162
                    0.20%              2.66%              0.28%        
 
                                                                     

                                                              
$ 1,705,565
                    0.20%              2.61%              0.27%        
 

JPMORGAN MONEY MARKET FUNDS


57



FINANCIAL HIGHLIGHTS
(CONTINUED)

Morganˆ


 
         Per share operating performance:
    

 
        
 
     Income from investment operations:

     Distributions

    

 
         Net asset
value,
beginning
of period
 
     Net
investment
income
 
     Net realized
gains on
investment s
 
     Total from
investment
operations
 
     Net
investment
income
 
     Net asset
value,
end of period
 
     Total
Return
 
(b)
 
JPMORGAN FEDERAL
MONEY MARKET FUND
                                                                                                           
                                                                                                                       
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                                                                     
JPMORGAN 100%
U.S. TREASURY SECURITIES
MONEY MARKET FUND
                                                                                                           
 
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                                                                     
JPMORGAN TAX FREE
MONEY MARKET FUND
                                                                                                             
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                                                                     
JPMORGAN MUNICIPAL
MONEY MARKET FUND*
                                                                                                                   
2/ 19 / 05(c) to 6/ 30 / 05
                 $ 1.000           $ 0.008           $ 0.000 (d)          $ 0.008           $ (0.008 )          $ 1.000              0.77%   
 
(a)
  Annualized for periods less than one year.

(b)
  Not annualized for periods less than one year.

(c)
  Commencement of offering of class of shares.

(d)
  Amount is less than $0.001.

JPMORGAN MONEY MARKET FUNDS


58



FINANCIAL HIGHLIGHTS

   

Ratios/Supplemental Data:
 

 
         Ratios to average net assets (a) :
    
Net assets,
end of period
(millions)
 
         Net
expenses
 
     Net
investment
income
 
     Expenses
without waivers,
reimbursements
and earnings credits
 
     Net investment
income without waivers,
reimbursements
and earnings credits
 

                                                                       
 
                                                                       
                                                                 
                                                                 
                                                                 
                                                                 
                                                                                         

                                                                 
                                                                 
                                                                 
                                                                 
                                                                 
                                                                 
                                                                                         

                                                                 
                                                                 
                                                                 
                                                                 
                                                                 
                                                                 
                                                                                         

                                                                 
$ 84,755
                    0. 2 0 %             2 . 27 %             0. 28 %                
 

JPMORGAN MONEY MARKET FUNDS


59



Appendix A—Legal Proceedings and
Additional Fee and Expense Information

On September 3, 2003, the New York Attorney General (“NYAG”) simultaneously filed and settled a complaint (the “Canary Complaint”) against Canary Capital Partners, LLC, et al. (collectively, “Canary ” ). The Canary Complaint alleged, among other things, that Canary had engaged in improper trading practices with certain mutual funds in One Group Mutual Funds (now known as the JPMor gan Trust II). Specifically, the NYAG alleged that Canary engaged in certain activities that it characterized as “ market timing ” and also “ late trading ” .

On June 29, 2004, JPMorgan Investment Advisors (formerly known as Banc One Investment Advisors) entered into agreements with the Securities and Exchange Commission (the “ SEC ” ) and the NYAG in resolution of investigations conducted by the SEC and the NYAG into market timing of certain Funds, possible late trading of certain Funds and related matters. In it settlement with the SEC, JPMorgan Invest ment Advisors consented to the entry of an order by the SEC (the “ SEC Order ” ) instituting and settling administrative and cease-and desist proceedings against it. Under the terms of the SEC Order and the NYAG settlement agreement, JPMorgan Investment advisors agreed to pay disgorgement of $10 million and a civil money penalty of $40 million for a total payment of $50 million, which will be distrib uted to certain current and former shareholders of the Funds as noted below. The settlement agreement with the NYAG also required JPMorgan Investment Advisors to reduce its management fee for cer tain Funds in the aggregate amount of approximately $8 million annually over five years commencing September 2004. In addition, JPMorgan Investment Advisors has agreed to and has commenced implementation of undertakings relating to, among other things, (i) governance changes designed to maintain the independence of the Board of Trustees and its chairman, and to ensure compliance with applicable federal securities laws, (ii) the retention of an independent consultant to conduct a review of supervisory, compliance and other policies and procedures designed to prevent and detect, among other things, breaches of fiduciary duty, (iii) an agreement to cease-and-desist from violations of certain provisions of the Investment Advisers Act of 1940 (the “ Advisers Act ” ) and the Investment Company Act of 1940, as amended ( “ 1940 Act ” ), (iv) additional fee-related disclosure to investors and (v) the retention of a senior officer to assist the Board in monitoring compliance and reviewing management fee arrangements.

Under the terms of the SEC Order and the N YAG settlement agreement, the $50 million payment by JPMorgan Investment Advisors has funded a pool established for distribution to affected shareholders of certain Funds. This pool will be distributed in accordance with a dis tribution plan currently being developed by an independent distribu tion consultant in consultation with JPMorgan Investment Advisors and acceptable to the Board’s independent trustees and the staff of the SEC. The distribution plan will provide for investors to receive, in order of priority, (i) their proportionate share of losses from market timing, and (ii) a proportionate share of advisory fees paid by the Funds that suffered such losses during the period of such market timing. It is currently expected that such amounts will be paid in 2005. More specific information on the distribution plan will be com municated at a later date in an appropriate manner.

Mark A. Beeson, the former president and chief executive officer of One Group Mutual Funds and a former senior managing Director of JPMorgan Investment Advisors, was also named a respondent in the SEC Order and consented to its entry. As part of the settlement agree ment with the SEC, Mr. Beeson agreed to, among other things, a civil money penalty and suspensions from association with any invest ment adviser or registered investment company. Mr. Beeson was not a party to the agreement with, nor was he sanctioned by, the NYAG.

The agreement with the SEC is reflected in the SEC Order, which states, among other things, that JPMorgan Investment Advisors and Mr. Beeson violated and/or aided and abetted and caused violations of the antifraud provisions of the Advisers Act and the 1940 Act by, among other things, (i) allowing excessive short-term trading in cer tain of the Funds that was inconsistent with the terms of the Funds’ prospectus and that was potentially harmful to the Funds, (ii) failing to disclose to the Board or to shareholders, among other

JPMORGAN MONEY MARKET FUNDS


60



PROSPECTUS DECEMBER  

2005


things, the conflict of interest created by market timing arrangements, (iii) failing to charge redemption fees for redemptions by certain shareholders as required by the applicable prospectuses when other shareholders were charged the redemption fees, (iv) having no written procedures in place to prevent the nonpublic disclosure of Fund portfolio hold ings and improperly providing confidential portfolio holdings to cer tain persons when others were not provided with or otherwise privy to the same information, and (v) causing certain Funds, without the knowledge of the Board, to participate in joint transactions raising a conflict of interest in violation of the 1940 Act. The settlement agree ment with the NYAG contains statements consistent with those described in the preceding sentence regarding the SEC Order. JPMor gan Investment Advisors and Mr. Beeson neither admit nor deny the findings set forth in the SEC Order, and JPMorgan Investment Advi sors neither admits nor denies the finds in its settlement agreement with the NYAG.

In addition to the matters involving the SEC and state Attorneys Gen eral, over 20 lawsuits have been filed by private plaintiffs in connec tion with these circumstances in various state and federal courts around the country. These actions have transferred to the United States District Court for the District of Maryland for coordinated or consolidated pretrial proceedings by the orders of the Judicial Panel on Multidistrict Litigation, a federal judicial body that assists in the administration of such actions. On September 29, 2004, the plaintiffs in these actions filed two consolidated amended complaints in these cases. One complaint was filed as a putative class action on behalf of investors who purchased, held or redeemed shares of the Funds dur ing specified periods and the other was filed as a derivative action on behalf of One Group Mutual Funds and its series. The lawsuits gener ally relate to the same facts that were the subject of the SEC order and NYAG settlement discussed above.

On April 11, 2005, the West Virginia Attorney General filed a lawsuit against JPMorgan Investment Advisors, among others, in West Vir ginia state court. The complaint focuses on conduct characterized as market timing and primarily alleges violations of West Virginia state laws prohibiting unfair trade practices. The lawsuit has been condi tionally transferred to the same Maryland court referred to above. Factual allegations in the West Virginia lawsuit are essentially the same as those in the NYAG agreement.

These actions name as defendants, among others, Banc One Invest ment Advisors, Bank One Corporation and JPMorgan Chase & Co. (the former and current corporate parent of JPMorgan Investment Advi sors), the Distributor, One Group Services Company (the Funds’ former distributor), Banc One High Yield Partners, LLC (now known as JPMorgan High Yield Partners LLC) (the sub-adviser to JPMorgan High Yield Bond Fund and JPMorgan Core Plus Bond Fund), certain officers of One Group Mutual Funds and JPMorgan Investment Advisors and certain current and former Trustees. The putative class action lawsuit also names One Group Mutual Funds as a defendant. These two actions collectively allege, among other things, that various defen dants (i) violated various antifraud and other provisions of federal securities laws, (ii) breached their fiduciary duties, (iii) unjustly enriched themselves, (iv) breached Fund-related contracts, and (v) conspired to commit unlawful acts. These complaints seek, among other things, compensatory damages, restitution, disgorgement of unjustly earned profits, punitive damages, removal of the Trustees, removal of the Fund’s investment advisers and the Distributor, rescis sion of the distribution and service plans adopted under Rule 12b-1 of the 1940 Act, and attorneys’ fees.

It is possible that these matters and/or related developments may result in increased Fund redemptions and reduced sales of Fund shares, which could result in increased costs and expenses or other wise adversely affect the Funds.

The foregoing speaks only as of the date of this prospectus. Addi tional lawsuits presenting allegations and requests for relief arising out of or in connection with any of the foregoing matters may be filed against these and related parties in the future.

JPMORGAN MONEY MARKET FUNDS


61



Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

Annual and Cumulative Expense Examples

The settlement agreement with the NYAG requires BOIA to establish reduced “net management fee rates” for certain Funds (“Reduced Rate Funds”). “Net Management Fee Rates” means the percentage fee rates specified in contracts between BOIA and its affiliates and the Reduced Rate Funds, less waivers and reimbursements by BOIA and its affiliates, in effect as of June 30, 2004. The settlement agreement requires that the reduced Net Management Fee Rates must result in a reduction of $8 million annually based upon assets under management as of June 30, 2004, for a total reduction over five years of $40 million from that which would have been paid by the Reduced Rate Funds on the Net Management Fee Rates as of June 30, 2004. To the extent that BOIA and its affiliates have agreed as part of the settlement with the NYAG to waive or reimburse expenses of a Fund in connection with the settlement with the NYAG, those reduced Net Management Fee Rates are referred to as “Reduced Rates.” The Reduced Rates will remain in place at least through June 30, 2009. To the extent that a Reduced Rate Fund merges into another Fund, the Reduced Rate is required to carry forward and apply with respect to the acquiring Fund.

The Reduced Rate Funds are the JPMorgan Large Cap Value Fund, JPMorgan Equity Index Fund, the JPMorgan Equity Income Fund and the JPMorgan Government Bond Fund (each of which is currently a series of JPMorgan Trust II) and JPMorgan U.S. Equity Fund (the successor by merger to the One Group Diversified Equity Fund and a series of JPMorgan Trust I) are subject to a Reduced Rate. The Reduced Rate was implemented on September 27, 2004 and will remain in place at least through June 30, 2009.

The required reductions may be made in the form of fee waivers or expense reimbursements in connection with the advisory agreement, administration agreement or distribution agreement. Beginning February 19, 2005, such reductions may also or instead be made in connection with the shareholder servicing agreement or other service agreements with affiliates. To the extent that such reductions are made in connection with class specific expenses in a manner consistent with applicable law, the Reduced Rates may affect different share classes of the same Affected Fund to differing degrees.

The “Gross Expense Ratio” includes the contractual expenses that make up the Net Management Fee Rates, Rule 12b-1 distribution fees, fees paid to vendors not affiliated with JPMIM that provide services to the Funds and other fees and expenses of the Funds. The “Net Expense Ratio” is Gross Expenses less any fee waivers or expense reimbursements to achieve the Reduced Rates or other fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIM and/or its affiliates, as applicable. The affected Funds offered in this prospectus are not subject to a Reduced Rate.

Fund
         Class
     Net Expense
Ratio
     Gross Expense
Ratio
JPMorgan Prime Money Market Fund
              
Institutional Class
    
0. 20 %
    
— %
JPMorgan Liquid Assets Money Market Fund
              
Institutional Class
    
0. 20 %
    
0.32 %
JPMorgan U.S. Government Money Market Fund
              
Institutional Class
    
0. 20 %
    
0.28 %
JPMorgan U.S. Treasury Plus Money Market Fund
              
Institutional Class
    
0.20%
    
0.27%
JPMorgan Municipal Money Market Fund
              
Institutional Class
    
0.20%
    
0.28%
JPMorgan 100% U.S. Treasury Securities Money Market Fund
              
Institutional Class
    
0. 20 %
    
— %
 

JPMORGAN MONEY MARKET FUNDS


62



PROSPECTUS DECEMBER  

2005

A Fund’s annual return is reduced by its fees and expenses for that year. The examples below are intended to help you understand the annual and cumulative impact of the Fund’s fees and expenses on your investment through a hypothetical investment of $10,000 held for the next 10 years. The examples assume the following:

• 
  On December 1 , 2005, you invest $10,000 in the Fund and you will hold the shares for the entire 10 year period;

• 
  Your investment has a 5% return each year;

• 
  The Fund’s operating expenses remain at the levels discussed below and are not affected by increases or decreases in Fund assets over time;

• 
  At the time of purchase, any applicable initial sales charges (loads) are deducted; and

• 
  There is no sales charge (load) on reinvested dividends.

• 
  The annual costs are calculated using the Net Expense Ratios for the period through the expiration of any fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIM and/or its affiliates; and the Gross Expense Ratios thereafter.

“Annual Net Return” shows what effect the “Annual Costs” will have on the assumed 5% annual return for each year. “Gross Cumulative Return” shows what the cumulative return on your investment at the end of each fiscal year would be if Fund expenses are not deducted. “Net Cumulative Return” shows what the cumulative return on your investment at the end of each fiscal year would be assuming Fund expenses are deducted each year in the amount shown under “Annual Costs.”

Your actual costs may be higher or lower than those shown.


 
         JPMorgan Prime Money Market Fund – Institutional Class Shares
    
For the Year Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30 , 2006
                 $                      %                  %                  %  
November 30 , 2007
                 $               %               %               %    
November 30 , 2008
                 $               %               %               %    
November 30 , 2009
                 $               %               %               %    
November 30 , 2010
                 $               %               %               %    
November 30 , 2011
                 $               %               %               %    
November 30 , 2012
                 $               %               %               %    
November 30 , 2013
                 $               %               %               %    
November 30 , 2014
                 $               %               %               %    
November 30 , 2015
                 $               %               %               %    
 

JPMORGAN MONEY MARKET FUNDS


63



Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED


 
         JPMorgan Liquid Assets Money Market Fund – Institutional Class Shares1
    
For the Year Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30 , 2006
                 $ 20               5.00 %             4.80 %             5.20 %  
November 30 , 2007
                 $ 33               10.25 %             9.71 %             4.29 %  
November 30 , 2008
                 $ 36               15.7 6 %             14.85 %             4.68 %  
November 30 , 2009
                 $ 38               21.55 %             20.2 2 %             4.68 %  
November 30 , 2010
                 $ 39               27.63 %             25.85 %             4.68 %  
November 30 , 2011
                 $ 41               34.01 %             31.74 %             4.68 %  
November 30 , 2012
                 $ 43               40.71 %             37.90 %             4.68 %  
November 30 , 2013
                 $ 45               47.74 %             44.36 %             4.68 %  
November 30 , 2014
                 $ 47               55.13 %             51.11 %             4.68 %  
November 30 , 2015
                 $ 49               62.89 %             58.19 %             4.68 %  
 

 
         JPMorgan U.S. Government Money Market Fund – Institutional Class Shares
    
For the Year Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30 , 2006
                 $ 20               5.00 %             4.80 %             5.20 %   
November 30 , 2007
                 $ 29               10.25 %             9.75 %             4.33 %   
November 30 , 2008
                 $ 31               15.76 %             14.93 %             4.72 %   
November 30 , 2009
                 $ 33               21.55 %             20.36 %             4.72 %   
November 30 , 2010
                 $ 34               27.63 %             26.04 %             4.72 %   
November 30 , 2011
                 $ 36               34.01 %             31.99 %             4.72 %   
November 30 , 2012
                 $ 38               40.71 %             38.22 %             4.72 %   
November 30 , 2013
                 $ 40               47.74 %             44.74 %             4.72 %   
November 30 , 2014
                 $ 41               55.13 %             51.57 %             4.72 %   
November 30 , 2015
                 $ 43               62.89 %             58.73 %             4.72 %   
 

 
         JPMorgan U.S. Treasury Plus Money Market Fund – Institutional Class Shares
    
For the Year Ended

         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 20               5.00%              4.80%              5.20 %  
November 30, 2007
                 $ 28               10.25%              9.76 %             4.34 %  
November 30, 20 08
                 $ 30               15.76%              14.95 %             4.73 %  
November 30, 2009
                 $ 32               21.55%              20.39 %             4.73 %  
November 30, 2010
                 $ 33               27.63%              26.08 %             4.73 %  
November 30, 2011
                 $ 35               34.01%              32.05 %             4.73 %  
November 30, 2012
                 $ 36               40.71%              38.29 %             4.73 %  
November 30, 2013
                 $ 38               47.74%              44.84 %             4.73 %  
November 30, 2014
                 $ 40               55.13%              51.69 %             4.73 %  
November 30, 2015
                 $ 42               62.89%              58.86 %             4.73 %  
 

JPMORGAN MONEY MARKET FUNDS


64



PROSPECTUS DECEMBER  

2005


 
         JPMorgan Municipal Money Market Fund – Institutional Class Shares
    
For the Year Ended

         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 20               5.00%              4.80%              5.20%   
November 30, 2007
                 $ 29               10.25%              9.75%              4.33%   
November 30, 20 08
                 $ 31               15.76%              14.93%              4.72%   
November 30, 2009
                 $ 33               21.55%              20.36%              4.72%   
November 30, 2010
                 $ 34               27.63%              26.04%              4.72%   
November 30, 2011
                 $ 36               34.01%              31.99%              4.72%   
November 30, 2012
                 $ 38               40.71%              38.22%              4.72%   
November 30, 2013
                 $ 40               47.74%              44.74%              4.72%   
November 30, 2014
                 $ 41               55.13%              51.57%              4.72%   
November 30, 2015
                 $ 43               62.89%              58.73%              4.72%   
 

JPMORGAN MONEY MARKET FUNDS


65



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Privacy Policy

The JPMorgan Funds understand that protecting your financial privacy is just as important as protecting your financial assets. We are committed to the responsible use of information in order to provide you with the products and services you want, when and where you want them. This statement of our privacy policy is intended to help you understand the ways in which we gather, use and protect your financial information.

KEY DEFINITIONS

This Privacy Policy describes the way we treat nonpublic personal information that we may obtain from our customers or from consumers generally. Key terms used throughout this policy are:

 
  Consumer — an individual who applies for or obtains a financial product or service from the JPMorgan Funds for personal, family or household purposes, including individuals who don’t have a continuing relationship with the JPMorgan Funds. Consumers include individuals who provide nonpublic personal information to our shareholder servicing representatives, but do not invest in the JPMorgan Funds.

 
  Customer — a consumer who has a continuing relationship with the JPMorgan Funds through record ownership of fund shares.

 
  Nonpublic personal information — any personally identifiable financial information about a consumer that is obtained by the JPMorgan Funds in connection with providing financial products and services to that consumer and which is not otherwise publicly available. A telephone directory listing is an example of public information.

COLLECTION OF NONPUBLIC PERSONAL INFORMATION

We collect information to service your account, to protect you from fraud, and to make available products and services that may be of interest to you. We collect nonpublic personal information about you from the following sources:

• 
  Information we receive from you on applications or other forms, on our website, or through other means;

• 
  Information we receive from you through transactions, correspondence and other communications with us; and

• 
  Information we otherwise obtain from you in connection with providing you a financial product or service.

INFORMATION SHARING WITH THIRD PARTY SERVICE PROVIDERS

We do not share any nonpublic personal information about our customers or former customers with anyone, except as required or permitted by law. This means we may disclose all of the information we collect, as described above, to companies who help us maintain and service accounts. For instance, we will share information with the transfer agent for the JPMorgan Funds. The transfer agent needs this information to process your purchase, redemption and exchange transactions and to update your account. In addition, we may share nonpublic personal information to protect against fraud, to respond to subpoenas, or as described in the following section.

INFORMATION SHARING WITH JOINT MARKETERS

We also may share the information described above in Collection of Nonpublic Personal Information with broker-dealers and other financial intermediaries that perform marketing services on our behalf and with which we have joint marketing agreements. However, we only provide information about you to that broker-dealer or financial intermediary from whom you purchased your Fund shares or who currently services your Fund account. In addition, our joint marketing agreements prohibit recipients of this information from disclosing or using the information for any purpose other than the purposes for which it is provided to them.

JPMORGAN DISTRIBUTION SERVICES, INC. (JPMDS)

In general, JPMDS, as distributor for the JPMorgan Funds, does not independently collect or retain nonpublic personal financial information relating to any past, present or prospective shareholders

This description of the JPMorgan Funds’ Privacy Policy is not part of the prospectus.





of the Funds. From time to time, the Funds or companies that provide services to the Funds may provide to JPMDS nonpublic personal financial information relating to shareholders or prospective shareholders as necessary for JPMDS to perform services for the Funds. In such circumstances, JPMDS adheres to the regulatory limitations on the use or disclosure of that information and its own obligations to the Funds to protect the security and confidentiality of the information.

CHILDREN’S ONLINE PRIVACY ACT DISCLOSURE

From our website, the JPMorgan Funds do not knowingly collect or use personal information from children under the age of 13 without obtaining verifiable consent from their parents. Should a child whom we know to be under 13 send personal information to us, we will only use that information to respond directly to that child, seek parental consent or provide parental notice. We are not responsible for the data collection and use practices of nonaffiliated third parties to which our website may link.

SPECIAL NOTICE TO CALIFORNIA CONSUMERS

The California Financial Information Privacy Act generally prohibits us from sharing nonpublic personal information about California consumers without notice and, in some instances, consent, unless such sharing is necessary to effect, administer, or enforce transactions authorized or instructed by you. Unless you direct or authorize otherwise, we only share information with service providers, including the broker-dealer or financial intermediary from whom you purchased your Fund shares or who currently services your Fund account. To the extent that your broker-dealer is also a joint marketer, we only share nonpublic personal information so that they may provide services in connection with your Fund shares.

SECURITY

For your protection, the JPMorgan Funds maintain security standards and procedures that we continually update to safeguard against unauthorized disclosure of information or access to information about you.

We restrict access to nonpublic personal information about you to those individuals who need to know that information to provide products and services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

THE JPMORGAN FUNDS’ PRIVACY COMMITMENT

The JPMorgan Funds are committed to protecting the privacy of our customers, but we understand that the best protection requires a partnership with you. We encourage you to find out how you can take steps to further protect your own privacy by visiting us online at www.jpmorganfunds.com.

This description of the JPMorgan Funds’ Privacy Policy is not part of the prospectus.



HOW TO REACH US

MORE INFORMATION

For investors who want more information on these Funds the following documents are available free upon request:

ANNUAL AND SEMI-ANNUAL REPORTS

Our annual and semi-annual reports contain more information about each Fund’s investments and performance. The annual report also includes details about the market conditions and investment strategies that had a significant effect on each Fund’s performance during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains more detailed information about the Funds and their policies. It is incorporated by reference into this prospectus. This means, by law, it is considered to be part of this prospectus.

You can get a free copy of these documents and other information, or ask us any questions, by calling us at 1-800- 766-7722 or writing to:

JPMorgan Institutional Funds Service Center
500 Stanton Christiana Road, 3-OPS3
Newark, DE 19713

If you buy your shares through a Financial Intermediary, you should contact that Financial Intermediary directly for more information. You can also find information online at www.jpmorganfunds.com.

You can write or e-mail the SEC’s Public Reference Room and ask them to mail you information about the Funds, including the SAI. They will charge you a copying fee for this service. You can also visit the Public Reference Room and copy the documents while you are there.

Public Reference Room of the SEC
Washington, DC 20549-0102
1-202-942-8090
E-mail: publicinfo@sec.gov

Reports, a copy of the SAI and other information about the Funds are also available on the SEC’s website at http://www.sec.gov.

Investment Company Act File Nos.
JPMorgan Trust I

 

811-21295
JPMorgan Trust II 811-4236


©JPMorgan Chase & Co. All Rights Reserved. December 2005.

PR-MMI-1205





PROSPECTUS DECEMBER   , 2005

JPMorgan

Money Market

Funds

Reserve Shares

JPMorgan Prime Money Market Fund
JPMorgan Liquid Assets Money Market Fund
JPMorgan U.S. Government Money Market Fund
JPMorgan U.S. Treasury Plus Money Market Fund
JPMorgan Federal Money Market Fund
JPMorgan 100% U.S. Treasury Securities Money Market Fund
JPMorgan Tax Free Money Market Fund
JPMorgan Municipal Money Market Fund
JPMorgan Michigan Municipal Money Market Fund
JPMorgan New York Municipal Money Market Fund
JPMorgan Ohio Municipal Money Market Fund

The Securities and Exchange Commission has
not approved or disapproved of these securities
or determined if this prospectus is truthful or
complete. Any representation to the contrary is
a criminal offense.





CONTENTS

Prime Money Market Fund
                    1   
Liquid Assets Money Market Fund
                    7   
U.S. Government Money Market Fund
                    13   
U.S. Treasury Plus Money Market Fund
                    18   
Federal Money Market Fund
                    23   
100% U.S. Treasury Securities Money Market Fund
                    28   
Tax Free Money Market Fund
                    33   
Municipal Money Market Fund
                    39   
Michigan Municipal Money Market Fund
                    45   
New York Municipal Money Market Fund
                    51   
Ohio Municipal Money Market Fund
                    57   
The Funds’ Management and Administration
                    63   
How Your Account Works
                    66   
Buying Fund Shares
                    66   
Selling Fund Shares
                    69   
Exchanging Fund Shares
                    69   
Other Information Concerning the Funds
                    70   
Shareholder Information
                    71   
Distributions and Taxes
                    71   
Availability of Proxy Voting Record
                    7 2   
Portfolio Holdings Disclosure
                    7 2   
What the Terms Mean
                    73   
Financial Highlights
                    7 4   
Appendix A—Legal Proceedings and
Additional Fee and Expense Information
                    8 5   
How To Reach Us
                    Back cover    
 


JPMorgan
    Prime Money Market Fund

The Fund’s Objective

The Fund aims to provide the highest possible level of current income while still maintaining liquidity and preserving capital.

The Fund’s Main Investment Strategy

The Fund invests in high quality, short-term money market instruments which are issued and payable in U.S. dollars. The Fund principally invests in:

• 
  high quality commercial paper and other short-term debt securities, including floating and variable rate demand notes of U.S. and foreign corporations

• 
  debt securities issued or guaranteed by qualified U.S. and foreign banks, including certificates of deposit, time deposits and other short-term securities

• 
  securities issued or guaranteed by the U.S. government, its agencies or instrumentalities

• 
  asset-backed securities

• 
  repurchase agreements and reverse repurchase agreements

• 
  taxable municipal obligations

• 
  funding agreements issued by banks and highly rated U.S. insurance companies, such as Guaranteed Investment Contracts (GICs) and Bank Investment Contracts (BICs).

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by J.P. Morgan Investment Management Inc. (JPMIM), the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund will concentrate its investments in the banking industry. Therefore, under normal conditions, the Fund will invest at least 25% of its total assets in securities issued by companies in the banking industry. The Fund may, however invest less than 25% of its total assets in this industry if warranted due to adverse economic conditions and if investing less than 25% appears to be in the best interest of shareholders.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

JPMORGAN MONEY MARKET FUNDS


1



JPMorgan
    Prime Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Credit Risk.  The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation, and as a result the value of your investment could decline. The price and liquidity of a security can also be adversely affected as credit status deteriorates and the probability of default rises. The Fund minimizes credit risk by investing only in high-quality obligations and limiting the maturity of its investments.

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are prepaid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Government Securities Risk.  The Fund may hold the indebtedness of certain issuers identified with the U.S. government, including the well-known Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), which is not entitled to the full faith and credit of the United States. These securities are supported only by their own credit and are subject to the risk of default in the payment of interest and/or principal, like the indebtedness of private issuers.

Concentration Risk.  Because the Fund will invest a significant portion of its assets in securities of companies in the banking industry, developments affecting the banking industry will have a disproportionate impact on the Fund. These risks generally include interest rate risk, credit risk and risk associated with regulatory changes in the banking industry. The profitability of banks depends largely on the availability and cost of funds, which can change depending on economic conditions.

Foreign Securities Risk.  Investments in foreign securities may be riskier than investments in U.S. securities. Foreign securities may be affected by political, social and economic instability and may be subject to higher transaction costs and delayed settlement. There may also be less public information available about such securities.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.   Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

JPMORGAN MONEY MARKET FUNDS


2



PROSPECTUS DECEMBER  

2005

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


3



JPMorgan
    Prime Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Reserve Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1 ,2


BEST QUARTER 4th quarter, 2000
                    1.45%   
WORST QUARTER 3rd quarter, 2003
                    0.11%   
4th quarter, 2003
                         
1st quarter, 2004
                      
2nd quarter, 2004
                      
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

2
  Historical performance for the period before Reserve Shares were launched on 7/31/00 is based on the performance of Morgan Shares whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because shares are invested in the same p o r tfolio of securities, and the returns would only differ to the extent that the classes have different expenses. During this period, the actual returns of Reserve Shares would have been lower than shown because Reserve Shares have higher expenses than Morgan Shares.

JPMORGAN MONEY MARKET FUNDS


4



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Reserve Shares 1
                    0.75              2.39              3.45   
 
1
  Historical performance for the period before Reserve Shares were launched on 7/31/00 is based on the performance of Morgan Shares whose shares are not offered in this prospec tus. The performance for both classes would have been sub stantially similar because shares are invested in the same p o r tfolio of securities, and the returns would only differ to the extent that the classes have different expenses. During this period, the actual returns of Reserve Shares would have been lower than shown because Reserve Shares have higher expenses than Morgan Shares.

Investor Expenses for Reserve Shares

The expenses of the Reserve Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM RESERVE SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    0.25   
Shareholder Service Fees
                    0.30   
Other Expenses1
                         
Total Annual Operating Expenses
                       
Fee Waiver and Expense Reimbursements2
                           
Net Expenses2
                    0.70   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year.

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the distributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Reserve Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.70% of its average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


5



JPMorgan
    Prime Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Reserve Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Reserve Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


6



JPMorgan
    Liquid Assets Money Market Fund
(formerly One Group® Prime Money Market Fund)

The Fund’s Objective

The Fund seeks current income with liquidity and stability of principal.

The Fund’s Main Investment Strategy

The Fund invests in high quality, short-term money market instruments which are issued and payable in U.S. dollars. The Fund principally invests in:

• 
  high quality commercial paper and other short-term debt securities, including floating and variable rate demand notes of U.S. and foreign corporations

• 
  debt securities issued or guaranteed by qualified U.S. and foreign banks, including certificates of deposit, time deposits and other short-term securities

• 
  securities issued or guaranteed by the U.S. government, its agencies or instrumentalities

• 
  asset-backed securities

• 
  repurchase agreements and reverse repurchase agreements

• 
  taxable municipal obligations

• 
  funding agreements issued by banks and highly rated U.S. insurance companies, such as GICs and BICs.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMorgan Investment Advisors Inc. (JPMIA), the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund will concentrate its investments in the financial services industry, including asset-backed commercial paper programs. Therefore, under normal conditions, the Fund will invest at least 25% of its total assets in securities issued by companies in the financial services industry, which includes banks, broker-dealers, finance companies and other issuers of asset-backed securities. The Fund may, however invest less than 25% of its total assets in this industry if warranted due to adverse economic conditions and if investing less than 25% appears to be in the best interest of shareholders.

The Fund may engage in securities lending in order to generate additional income. The Fund may loan up to 33-1/3% of its total assets, provided such loans are collateralized by securities issued by the U.S. government or its agencies and instrumentalities or by cash.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.

JPMORGAN MONEY MARKET FUNDS


7



JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Credit Risk.  The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation, and as a result the value of your investment could decline. The price and liquidity of a security can also be adversely affected as credit status deteriorates and the probability of default rises. The Fund minimizes credit risk by investing only in high-quality obligations and limiting the maturity of its investments.

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are prepaid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Government Securities Risk.  The Fund may hold the indebtedness of certain issuers identified with the U.S. government, including the well-known Fannie Mae and Freddie Mac, which is not entitled to the full faith and credit of the United States. These securities are supported only by their own credit and are subject to the risk of default in the payment of interest and/or principal, like the indebtedness of private issuers.

Securities Lending Risk.  The Fund may lend securities, which involves the risk that the loaned securities may not be returned if the borrower or the lending agent defaults. The collateral is also subject to the risks of the securities in which it is invested. The risk of securities lending is reduced, however, by the following policies:

• 
  JPMIA maintains a list of approved borrowers, which it believes to present low credit risk;

• 
  The Fund receives collateral equal to at least 100% of the current value of the securities loaned plus accrued interest;

• 
  The lending agent indemnifies the Fund against borrower default;

• 
  JPMIA’s collateral investment guidelines limit the quality and duration of collateral investment to minimize losses; and

• 
  Upon recall, the borrower must return the securities loaned within the normal settlement period.

Concentration Risk.  Because the Fund will invest a significant portion of its assets in securities of companies in the financial services industry, developments affecting the financial services industry will have a disproportionate impact on the Fund. These risks generally include interest rate risk, credit risk and risk associated with regulatory changes in the financial services industry. In addition, financial

JPMORGAN MONEY MARKET FUNDS


8



PROSPECTUS DECEMBER  

2005


services companies are highly dependent on the supply of short-term financing.

Foreign Securities Risk.  Investments in foreign securities may be riskier than investments in U.S. securities. Foreign securities may be affected by political, social and economic instability and may be subject to higher transaction costs and delayed settlement. There may also be less public information available about such securities.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.   Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


9



JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Reserve Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1


BEST QUARTER 4th quarter, 2000
                    1.50%   
WORST QUARTER 1st quarter, 2004
                    0.10%   
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

JPMORGAN MONEY MARKET FUNDS


10



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Reserve Shares
                    0.70              2.34              3.69   
 

Investor Expenses for Reserve Shares

The expenses of the Reserve Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM RESERVE SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    0.25   
Shareholder Service Fees
                    0.30   
Other Expenses1
                    0.12   
Total Annual Operating Expenses
                    0.75   
Fee Waiver and Expense Reimbursements2
                    (0.05 )   
Net Expenses2
                    0.70   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year.

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Reserve Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.70% of its average daily net assets from 2/19/05 through 12 /31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


11



JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Reserve Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 1 2 /31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Reserve Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                    72               234               412               925    
 

JPMORGAN MONEY MARKET FUNDS


12



JPMorgan
    U.S. Government Money Market Fund
(formerly One Group® Government Money Market Fund)

The Fund’s Objective

The Fund seeks high current income with liquidity and stability of principal.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests its assets exclusively in:

• 
  short-term debt securities issued or guaranteed by the U.S. government, or by U.S. government agencies or instrumentalities

• 
  short-term repurchase agreements fully collateralized by U.S. Treasury and U.S. government securities

• 
  [other money market funds that invest exclusively in U.S. government securities] and repurchase agreements collateralized by such securities.

The interest on these securities is generally exempt from state and local income taxes.

If the Fund decides to invest in other types of securities, shareholders will be given 60 days advance notice.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund may engage in securities lending in order to generate additional income. The Fund may loan up to 33-1/3% of its total assets, provided such loans are collateralized by securities issued by the U.S. government or its agencies and instrumentalities or by cash.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

JPMORGAN MONEY MARKET FUNDS


13



JPMorgan
    U.S. Government Money Market Fund

CONTINUED

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are prepaid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Government Securities Risk.  The Fund may hold the indebtedness of certain issuers identified with the U.S. government, including the well-known Fannie Mae and Freddie Mac, which is not entitled to the full faith and credit of the United States. These securities are supported only by their own credit and are subject to the risk of default in the payment of interest and/or principal, like the indebtedness of private issuers.

Securities Lending Risk.  The Fund may lend securities, which involves the risk that the loaned securities may not be returned if the borrower or the lending agent defaults. The collateral is also subject to the risks of the securities in which it is invested. The risk of securities lending is reduced, however, by the following policies:

• 
  JPMIA maintains a list of approved borrowers, which it believes to present low credit risk;

• 
  The Fund receives collateral equal to at least 100% of the current value of the securities loaned plus accrued interest;

• 
  The lending agent indemnifies the Fund against borrower default;

• 
  JPMIA’s collateral investment guidelines limit the quality and duration of collateral investment to minimize losses; and

• 
  Upon recall, the borrower must return the securities loaned within the normal settlement period.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.   Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


14



PROSPECTUS DECEMBER  

2005

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Reserve Shares had not commenced operations as of December 31, 2004, the bar chart shows how the performance of the Fund’s Capital Shares (formerly Class I Shares), the original class offered, has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 3rd quarter, 2000
                    1.64 %  
WORST QUARTER 2nd quarter, 2004
                    0.24 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

2
  As of December 31, 2004, the Reserve Shares had not commenced operations. The performance shown is that of the Capital Shares, the original class offered, whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses. During this period, the actual returns of Reserve Shares would have been lower than shown bec ause Reserve Shares have higher expenses than Capital Shares.

JPMORGAN MONEY MARKET FUNDS


15



JPMorgan
    U.S. Government Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Capital Shares1
                    1.26              2.89              4.14   
 
1
  As of December 31, 2004, the Reserve Shares had not commenced operations. The performance shown is that of the Capital Shares, the original class offered, whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses. During this period, the actual returns of Reserve Shares would have been lower than shown bec au se Reserve Shares have higher expenses than Capital Shares.

Investor Expenses for Reserve Shares

The expenses of the Reserve Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM RESERVE SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    0.25   
Shareholder Service Fees
                    0.30   
Other Expenses1
                    0.10   
Total Annual Operating Expenses
                    0.73   
Fee Waiver and Expense Reimbursements2
                    (0.03 )  
Net Expenses2
                    0.70   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year.

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Reserve Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0. 69 % of its average daily net assets from 2/19/05 through 2/19/06 after which they have contractually agreed to limit total annual fund operating expenses to 0. 70 % of the average daily net assets of the Reserve Shares through 12/31 /06. The expense limitation in place for the Fund only through February 19, 2006 is not reflected in the table above or in the example below. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


16



PROSPECTUS DECEMBER  

2005

Example

The example below is intended to help you compare the cost of investing in the Reserve Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12 /31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Reserve Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                    72               230               403               903    
 

JPMORGAN MONEY MARKET FUNDS


17



JPMorgan
    U.S. Treasury Plus Money Market Fund
(formerly One Group® U.S. Treasury Securities Money Market Fund)

The Fund’s Objective

The Fund seeks current income with liquidity and stability of principal.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests its assets exclusively in:

• 
  obligations of the U.S. Treasury, including Treasury bills, bonds and notes and other obligations issued or guaranteed by the U.S. Treasury

• 
  repurchase agreements fully collateralized by U.S. Treasury securities.

The debt securities described above carry different interest rates, maturities and issue dates. The interest on these securities is generally exempt from state and local income taxes.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities and issue dates.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.   Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

JPMORGAN MONEY MARKET FUNDS


18



PROSPECTUS DECEMBER  

2005

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


19



JPMorgan
    U.S. Treasury Plus Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Reserve Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1


BEST QUARTER 4th quarter, 2000
                    1.45%   
WORST QUARTER 4th quarter, 200 3
                    0.07%   
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

JPMORGAN MONEY MARKET FUNDS


20



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Reserve Shares
                    0.5 8              2.16              3.49   
 

Investor Expenses for Reserve Shares

The expenses of the Reserve Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM RESERVE SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    0.25   
Shareholder Service Fees
                    0.30   
Other Expenses1
                    0.10   
Total Annual Operating Expenses
                    0.73   
Fee Waiver and Expense Reimbursements2
                    (0.03 )   
Net Expenses2
                    0.70   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Reserve Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.70% of its average daily net assets from 2/19/05 through 12 /31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


21



JPMorgan
    U.S. Treasury Plus Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Reserve Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 1 2 /31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Reserve Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption )
                    72               230               403               903    
 

JPMORGAN MONEY MARKET FUNDS


22



JPMorgan
    Federal Money Market Fund

The Fund’s Objective

The Fund aims to provide current income while still preserving capital and maintaining liquidity.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests its assets exclusively in:

• 
  obligations of the U.S. Treasury, including Treasury bills, bonds and notes

• 
  debt securities that certain U.S. government agencies or instrumentalities have either issued or guaranteed as to principal and interest.

The interest on these securities is generally exempt from state and local income taxes.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured by or guaranteed the FDIC, the Federal Reserve Board or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are prepaid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

JPMORGAN MONEY MARKET FUNDS


23



JPMorgan
    Federal Money Market Fund

CONTINUED

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.   Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


24



PROSPECTUS DECEMBER  

2005

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Reserve Shares had not commenced operations as of December 31, 2004, t he bar chart shows how the performance of the Fund’s Morgan Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1 ,2


BEST QUARTER 4th quarter, 2000
                    1.47 %  
WORST QUARTER 1st quarter, 2004
                    0.08 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

2
  As of December 31, 2004, the Reserve Shares had not commenced operations. The performance shown is that of the Morgan Shares, whose shares are not offered in this prospectus. The perfor mance for both classes would have been substan tially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses. During this period, the actual returns of Reserve Shares would have been lower than shown because Reserve Shares have higher expenses than Morgan Shares.

JPMORGAN MONEY MARKET FUNDS


25



JPMorgan
    Federal Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Morgan Shares 1
                    0.67              2.28              3.58   
 
1
  As of December 31, 2004, the Reserve Shares had not commenced operations. The performance shown is that of the Morgan Shares, whose shares are not offered in this pro spectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses. During this period, the actual returns of Reserve Shares would have been lower than shown because Reserve Shares have higher expenses than Morgan Shares.

Investor Expenses for Reserve Shares

The expenses of the Reserve Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM RESERVE SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    0.25   
Shareholder Service Fees
                    0.30   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waiver and Expense Reimbursements2
                         
Net Expenses2
                    0.70   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses have been restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the distributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Reserve Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.70 % of its average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


26



PROSPECTUS DECEMBER  

2005

Example

The example below is intended to help you compare the cost of investing in the Reserve Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Reserve Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


27



JPMorgan
    100% U.S. Treasury Securities Money Market Fund

The Fund’s Objective

The Fund aims to provide the highest possible level of current income while still maintaining liquidity and providing maximum safety of principal.

The Fund’s Main Investment Strategy

The Fund invests its assets exclusively in obligations of the U.S. Treasury, including Treasury bills, bonds and notes.

These investments carry different interest rates, maturities and issue dates. The interest on these securities is generally exempt from state and local income taxes. The Fund does not buy securities issued or guaranteed by agencies of the U.S. government.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 9 0 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund will only buy securities that present minimal credit risk.

The Fund may engage in securities lending in order to generate additional income. The Fund may loan up to 33-1/3% of its total assets, provided such loans are collateralized by securities issued by the U.S. Treasury or in other limited instances, by cash.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities and issue dates.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

JPMORGAN MONEY MARKET FUNDS


28



PROSPECTUS DECEMBER  

2005

Securities Lending Risk.  The Fund may lend securities, which involves the risk that the loaned securities may not be returned if the borrower or the lending agent defaults. The risk of securities lending is reduced, however, by the following policies:

• 
  JPMIM maintains a list of approved borrowers, which it believes to present low credit risk;

• 
  The Fund receives collateral equal to at least 100% of the current value of the securities loaned plus accrued interest;

• 
  The lending agent indemnifies the Fund against borrower default; and

• 
  Upon recall, the borrower must return the securities loaned within the normal settlement period.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.  Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high-quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


29



JPMorgan
    100% U.S. Treasury Securities Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Reserve Shares had not commenced operations as of December 31, 2004, t he bar chart shows how the performance of the Fund’s Morgan Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 4th quarter, 2000
                    1.46 %  
WORST QUARTER 4th quarter, 2003
                    0.10 %  
                                      1st quarter, 2004
                         
                                      2nd quarter, 2004
                         
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

2
  As of December 31, 2004, the Reserve Shares had not commenced operations. The performance shown is that of the Morgan Shares, whose shares are not offered in this prospectus. The perfor mance for both classes would have been substan tially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses. During this period, the actual returns of Reserve Shares would have been lower than shown because Reserve Shares have higher expenses than Morgan Shares. The performance for the period before Morgan Shares were launched on 5/3/96 is based on the performance of the Fund’s predecessor, the Hanover 100% Treasury Securities Money Market Fund.

JPMORGAN MONEY MARKET FUNDS


30



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Morgan Shares1
                    0.69              2.26              3.51   
 
1
  As of December 31, 2004, the Reserve Shares had not commenced operations. The performance shown is that of the Morgan Shares, whose shares are not offered in this pro spectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses. During this period, the actual returns of Reserve Shares would have been lower than shown because Reserve Shares have higher expenses than Morgan Shares. The performance for the period before Morgan Shares were launched on 5/3/96 is based on the performance of the Fund’s predecessor, the Hanover 100% Treasury Securities Money Market Fund.

Investor Expenses for Reserve Shares

The expenses of the Reserve Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM RESERVE SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    0.25   
Shareholder Service Fees
                    0.30   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waivers and Expense Reimbursements2
                         
Net Expenses2
                    0.70   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses have been restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the distributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Reserve Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.70 % of its average daily net assets from the date of this prospectus through 12/31/06. JPMIM, the Fund’s administrator and distributor also have agreed that they will waive fees and/or reimburse the Fund as described above to limit total annual fund operating expenses to 0.69% of the average daily net assets of the Reserve Shares for the period from 2/19/05 through 2/19/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


31



JPMorgan
    100% U.S. Treasury Securities Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Reserve Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Reserve Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


32



JPMorgan
    Tax Free Money Market Fund

The Fund’s Objective

The Fund aims to provide the highest possible level of current income which is excluded from gross income, while still preserving capital and maintaining liquidity.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund will try to invest its assets exclusively in municipal obligations, the interest on which is excluded from federal income taxes.

As a fundamental policy, the Fund will invest at least 80% of the value of its Assets in municipal obligations. For purposes of this policy, “Assets” means net assets, plus the amount of borrowings for investment purposes.

Municipal obligations are securities that:

• 
  are issued by or on behalf of states, territories and possessions of the United States, including the District of Columbia, and their respective authorities, agencies and other groups with authority to act for the municipalities; and

• 
  are short-term money market instruments such as private activity and industrial development bonds, tax anticipation notes, municipal lease obligations and participations in pools of municipal obligations.

The Fund will only purchase municipal obligations if the issuer receives assurances from legal counsel that the interest payable on the securities is exempt from federal income tax.

The remaining 20% of the Fund’s Assets may be invested in securities subject to federal income tax or the federal alternative minimum tax for individuals. The Fund may exceed this 20% limit for temporary defensive purposes.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMIM, the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

JPMORGAN MONEY MARKET FUNDS


33



JPMorgan
    Tax Free Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Municipal Obligations Risk.  Municipal obligations are subject to the following risks:

• 
  Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. A number of municipalities have had significant financial problems recently. This could decrease the Fund’s income or hurt the ability to preserve capital and liquidity.

• 
  Under some circumstances, municipal obligations might not pay interest unless the state legislature or municipality authorizes money for that purpose. Some securities, including municipal lease obligations, carry additional risks. For example, they may be difficult to trade or interest payments may be tied only to a specific stream of revenue.

• 
  Since some municipal obligations may be secured or guaranteed by banks or other financial institutions, the risk to the Fund could increase if the credit quality of the financial institution providing the backing declines or the banking or financial sector suffers an economic downturn. In addition, to the extent that the financial institutions securing the municipal obligations are located outside the U.S., these securities could be riskier than those backed by U.S. institutions because of possible political, social or economic instability, higher transaction costs and possible delayed settlement.

Tax Risk.  The Fund may invest in securities whose interest is subject to federal income tax or the federal alternative minimum tax. Consult your tax professional for more information.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.  Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective and may produce taxable income.
    

JPMORGAN MONEY MARKET FUNDS


34



PROSPECTUS DECEMBER  

2005

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance
• 
  are investing through a tax-deferred account, such as an IRA

JPMORGAN MONEY MARKET FUNDS


35



JPMorgan
    Tax Free Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Reserve Shares had not commenced operations as of December 31, 2004, t he bar chart shows how the performance of the Fund’s Morgan Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1 ,2


BEST QUARTER 4th quarter, 2000
                    0.96 %  
WORST QUARTER 3rd quarter, 2003
                    0.09 %  
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

2
  As of December 31, 2004, the Reserve Shares had not commenced operations. The performance shown is that of the Morgan Shares, whose shares are not offered in this prospectus. The perfor mance for both classes would have been substan tially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses. During this period, the actual returns of Reserve Shares would have been lower than shown because Reserve Shares have higher expenses than Morgan Shares.

JPMORGAN MONEY MARKET FUNDS


36



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Morgan Shares 1
                    0.66              1.63              2.31   
 
1
  As of December 31, 2004, the Reserve Shares had not commenced operations. The performance shown is that of the Morgan Shares, whose shares are not offered in this pro spectus. The performance for both classes would have been substantially similar because the shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different expenses. During this period, the actual returns of Reserve Shares would have been lower than shown because Reserve Shares have higher expenses than Morgan Shares.

Investor Expenses for Reserve Shares

The expenses of the Reserve Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM RESERVE SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    0.25   
Shareholder Service Fees
                    0.30   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waivers and Expense Reimbursements2
                         
Net Expenses2
                    0.70   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses have been restated to reflect several new fee arrangements with fund service providers which were implemented during the last fiscal year.

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the distributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Reserve Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.70 % of its average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


37



JPMorgan
    Tax Free Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Reserve Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Reserve Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


38



JPMorgan
    Municipal Money Market Fund
(formerly One Group® Municipal Money Market Fund)

The Fund’s Objective

The Fund seeks as high a level of current interest income exempt from federal income tax as is consistent with liquidity and stability of principal.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests primarily in municipal obligations, the interest on which is excluded from federal income taxes. As a fundamental policy, the Fund will invest at least 80% of its net assets in such securities . For purposes of this policy, the Fund’s net assets include borrowings by the Fund for investment purposes.

Municipal obligations are securities that:

• 
  are issued by or on behalf of states, territories and possessions of the United States, including the District of Columbia, and their respective authorities, agencies and other groups with authority to act for the municipalities; and

• 
  are short-term money market instruments such as private activity and industrial development bonds, tax anticipation notes, municipal lease obligations and participations in pools of municipal obligations.

The Fund will only purchase municipal obligations if the issuer receives assurances from legal counsel that the interest payable on the securities is exempt from federal income tax.

The Fund may invest up to all of its assets in municipal obligations that produce income subject to the federal alternative minimum tax .

Up to 20% of the Fund’s remaining assets may be invested in securities subject to federal income tax, such as taxable money market instruments or repurchase agreements.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMIA, the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

JPMORGAN MONEY MARKET FUNDS


39



JPMorgan
    Municipal Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Municipal Obligations Risk.  Municipal obligations are subject to the following risks:

• 
  Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. A number of municipalities have had significant financial problems recently. This could decrease the Fund’s income or hurt the ability to preserve capital and liquidity.

• 
  Under some circumstances, municipal obligations might not pay interest unless the state legislature or municipality authorizes money for that purpose. Some securities, including municipal lease obligations, carry additional risks. For example, they may be difficult to trade or interest payments may be tied only to a specific stream of revenue.

• 
  Since some municipal obligations may be secured or guaranteed by banks or other financial institutions, the risk to the Fund could increase if the credit quality of the financial institution providing the backing declines or the banking or financial sector suffers an economic downturn. In addition, to the extent that the financial institutions securing the municipal obligations are located outside the U.S., these securities could be riskier than those backed by U.S. institutions because of possible political, social or economic instability, higher transaction costs and possible delayed settlement.

Tax Risk.  The Fund may invest in securities whose interest is subject to federal income tax or the federal alternative minimum tax. Consult your tax professional for more information.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.  Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective and may produce taxable income.
    

JPMORGAN MONEY MARKET FUNDS


40



PROSPECTUS DECEMBER  

2005

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  are looking for income that is not taxable
• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
•  
  are investing for high income
• 
  require the added security of FDIC insurance
• 
  are investing through a tax-deferred account, such as an IRA

JPMORGAN MONEY MARKET FUNDS


41



JPMorgan
    Municipal Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. T he bar chart shows how the performance of the Fund’s Reserve Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1


BEST QUARTER 4th quarter, 2000
                    0.93%   
WORST QUARTER 3rd quarter, 2003
                    0.07%   
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

JPMORGAN MONEY MARKET FUNDS


42



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Reserve Shares
                    0.59              1.51              2.23   
 

Investor Expenses for Reserve Shares

The expenses of the Reserve Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM RESERVE SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    0.25   
Shareholder Service Fees
                    0.30   
Other Expenses1
                    0.10   
Total Annual Operating Expenses
                    0.73   
Fee Waivers and Expense Reimbursements2
                    (0.03 )   
Net Expenses2
                    0.70   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with Fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Reserve Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.70 % of its average daily net assets from 2/19/05 through 12 /31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


43



JPMorgan
    Municipal Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Reserve Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12 /31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual return of the Reserve Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                    72               230               403               903    
 

JPMORGAN MONEY MARKET FUNDS


44



JPMorgan
    Michigan Municipal Money Market Fund
(formerly One Group® Michigan Municipal Money Market Fund)

The Fund’s Objective

The Fund seeks as high a level of current interest income exempt from federal income tax and Michigan personal income tax as is consistent with capital preservation and stability of principal.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests primarily in municipal obligations, the income from which is exempt from both federal income tax and Michigan personal income tax. As a fundamental policy, the Fund will invest at least 80% of its total assets in such securities. Municipal obligations in which the Fund may invest are securities that:

• 
  are issued by the State of Michigan, its political subdivisions, authorities, and agencies, as well as by Puerto Rico, other U.S. territories and their political subdivisions; and

• 
  are short-term money market instruments, such as private activity and industrial development bonds, tax anticipation notes, municipal lease obligations and participations in pools of municipal obligations.

The Fund will only purchase municipal obligations if the issuer receives assurances from legal counsel that the interest payable on the securities is exempt from federal income tax and Michigan personal income tax.

The Fund may invest up to all of its assets in municipal obligations that produce income subject to the federal alternative minimum tax .

Up to 20% of the Fund’s remaining assets may be invested in non-Michigan municipal obligations, which may produce interest exempt only from federal income tax, or in securities subject to federal income tax, such as taxable money market instruments or repurchase agreements. For temporary defensive purposes, the Fund has the ability to invest up to all of its assets in non-Michigan municipal obligations that produce income that may be subject to the federal alternative minimum tax.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMIA, the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.
    

JPMORGAN MONEY MARKET FUNDS


45



JPMorgan
    Michigan Municipal Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Risk of Michigan Obligations.  The Fund will be particularly susceptible to difficulties affecting Michigan and its municipalities.

Municipal Obligations Risk.  Municipal obligations are subject to the following risks:

• 
  Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. A number of municipalities have had significant financial problems recently. This could decrease the Fund’s income or hurt the ability to preserve capital and liquidity.

• 
  Under some circumstances, municipal obligations might not pay interest unless the state legislature or municipality authorizes money for that purpose. Some securities, including municipal lease obligations, carry additional risks. For example, they may be difficult to trade or interest payments may be tied only to a specific stream of revenue.

• 
  Since some municipal obligations may be secured or guaranteed by banks or other financial institutions, the risk to the Fund could increase if the credit quality of the financial institution providing the backing declines or the banking or financial sector suffers an economic downturn. In addition, to the extent that the financial institutions securing the municipal obligations are located outside the U.S., these securities could be riskier than those backed by U.S. institutions because of possible political, social or economic instability, higher transaction costs and possible delayed settlement.

Diversification Risk.  As a single state money market fund, the Fund is less diversified than other money market funds. This is because a single state fund is allowed by SEC rules to invest a significantly greater portion of its assets in one issuer. Because of these rules and the relatively small number of issuers of a particular state’s municipal securities, the Fund’s performance is more affected by the success of one or a few issuers than is the performance of a more diversified fund.

Tax Risk.  The Fund may invest in securities whose interest is subject to federal income tax, the federal alternative minimum tax or Michigan personal income taxes. Consult your tax professional for more information.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.   Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

JPMORGAN MONEY MARKET FUNDS


46



PROSPECTUS DECEMBER  

2005

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective and may produce taxable income.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  are looking for income that is not taxable by the United States or by the State of Michigan
• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
•  
  are investing for high income
• 
  require the added security of FDIC insurance
• 
  are investing through a tax-deferred account, such as an IRA

JPMORGAN MONEY MARKET FUNDS


47



JPMorgan
    Michigan Municipal Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. T he bar chart shows how the performance of the Fund’s Reserve Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 4th quarter, 2000
                    0.92%   
WORST QUARTER 3rd quarter, 2003
                    0.05%   
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

2
  Performance data includes the performance of the Pegasus Michigan Municipal Money Market Fund for the period before it was consolidated with the Fund on March 22, 1999.

JPMORGAN MONEY MARKET FUNDS


48



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Reserve Shares1
                    0.53              1.45              2.19   
 
1
  Performance data includes the performance of the Pegasus Michigan Municipal Money Market Fund for the period before it was consolidated with the Fund on March 22, 1999.

Investor Expenses for Reserve Shares

The expenses of the Reserve Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM RESERVE SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    0.25   
Shareholder Service Fees
                    0.30   
Other Expenses1
                    0.15   
Total Annual Operating Expenses
                    0.78   
Fee Waivers and Expense Reimbursements2
                    (0.08 )   
Net Expenses2
                    0.70   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with fund service providers which were implemented during the last fiscal year.

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Reserve Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.70 % of its average daily net assets from 2/19/05 through 12 /31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


49



JPMorgan
    Michigan Municipal Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Reserve Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12 /31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual return of the Reserve Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                    72               2 4 0               425               958    
 

JPMORGAN MONEY MARKET FUNDS


50



JPMorgan
    New York Municipal Money Market Fund
(formerly JPMorgan New York Tax Free Money Market Fund)

The Fund’s Objective

The Fund aims to provide the highest possible level of current income which is excluded from gross income and exempt from New York State and New York City personal income taxes, while still preserving capital and maintaining liquidity.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests primarily in municipal obligations, the interest on which is excluded from gross income for federal income tax purposes, exempt from New York State and New York City personal income taxes and is not subject to the federal alternative minimum tax. As a fundamental policy, the Fund normally invests at least 80% of the value of its Assets in such securities. For purposes of this policy, “Assets” means net assets, plus the amount of borrowings for investment purposes.

Municipal obligations in which the Fund may invest are securities that:

• 
  are issued by the State of New York, its political subdivisions, authorities, and agencies, as well as by Puerto Rico, other U.S. territories and their political subdivisions

• 
  are short-term money market instruments such as private activity and industrial development bonds, tax anticipation notes, municipal lease obligations and participations in pools of municipal obligations.

The Fund will only purchase municipal obligations if the issuer receives assurances from legal counsel that the interest payable on the securities is exempt from federal income tax.

The remaining 20% of Assets may be invested in securities paying interest which is subject to federal income tax , New York State and New York City personal income taxes or the federal alternative minimum tax. The Fund may exceed this limit for temporary defensive purposes. For example, when suitable municipal obligations are unavailable, the Fund may buy municipal obligations from other states. These would generally be subject to New York State and New York City personal income taxes.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMIM, the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

JPMORGAN MONEY MARKET FUNDS


51



JPMorgan
    New York Municipal Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Risk of New York Obligations.  The Fund will be particularly susceptible to difficulties affecting New York State and its municipalities.

Municipal Obligations Risk.  Municipal obligations are subject to the following risks:

• 
  Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. A number of municipalities have had significant financial problems recently. This could decrease the Fund’s income or hurt the ability to preserve capital and liquidity.

• 
  Under some circumstances, municipal obligations might not pay interest unless the state legislature or municipality authorizes money for that purpose. Some securities, including municipal lease obligations, carry additional risks. For example, they may be difficult to trade or interest payments may be tied only to a specific stream of revenue.

• 
  Since some municipal obligations may be secured or guaranteed by banks or other financial institutions, the risk to the Fund could increase if the credit quality of the financial institution providing the backing declines or the banking or financial sector suffers an economic downturn. In addition, to the extent that the financial institutions securing the municipal obligations are located outside the U.S., these securities could be riskier than those backed by U.S. institutions because of possible political, social or economic instability, higher transaction costs and possible delayed settlement.

Diversification Risk.  As a single state money market fund, the Fund is less diversified than other money market funds. This is because a single state fund is allowed by SEC rules to invest a significantly greater portion of its assets in one issuer. Because of these rules and the relatively small number of issuers of a particular state’s municipal securities, the Fund’s performance is more affected by the success of one or a few issuers than is the performance of a more diversified fund.

Tax Risk.  The Fund may invest in securities whose interest is subject to federal income tax, the federal alternative minimum tax, or New York State or New York City personal income taxes. Consult your tax professional for more information.

Concentration Risk.  The Fund may invest more than 25% of its total assets in securities which rely on simi lar projects for their income stream. As a result, the Fund could be more susceptible to developments which affect those projects.

JPMORGAN MONEY MARKET FUNDS


52



PROSPECTUS DECEMBER  

2005

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.  Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective and may produce taxable income.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  are looking for income that is not taxable by the United States, by the State of New York and by New York City
• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance
• 
  are investing through a tax-deferred account, such as an IRA

JPMORGAN MONEY MARKET FUNDS


53



JPMorgan
    New York Municipal Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Reserve Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1 ,2


BEST QUARTER 2nd quarter, 2000
                    0.91%   
WORST QUARTER 3rd quarter, 2003
                    0.04%   
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

2
  Historical performance for the period before Reserve Shares were launched on 7/31/00 is based on the performance of Morgan Shares of the Fund, w hose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because shares are invested in the same portfolio of securities and the returns would only differ to the extent that the classes have different expenses. During this period, the actual returns of Reserve Shares would have been lower than shown because Reserve Shares have higher expenses than Morgan Shares.

JPMORGAN MONEY MARKET FUNDS


54



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDING DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Reserve Shares 1
                    0. 4 6              1. 41              2. 16   
 
1
  Historical performance for the period before Reserve Shares were launched on 7/31/00 is based on the performance of Morgan Shares of the Fund, whose shares are not offered in this prospectus. The performance for both classes would have been substantially similar because shares are invested in the same portfolio of securities and the returns would only differ to the extent that the classes have different expenses. During this period, the actual returns of Reserve Shares would have been lower than shown because Reserve Shares have higher expenses than Morgan Shares.

Investor Expenses for Reserve Shares

The expenses of the Reserve Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM RESERVE SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    0.25   
Shareholder Service Fees
                    0.30   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waiver and Expense Reimbursements2
                         
Net Expenses2
                    0.70   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses have been restated to reflect several new fee arrangements with fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the distributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Reserve Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.70 % of its average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


55



JPMorgan
    New York Municipal Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Reserve Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Reserve Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


56



JPMorgan
    Ohio Municipal Money Market Fund
(formerly One Group® Ohio Municipal Money Market Fund)

The Fund’s Objective

The Fund seeks as high a level of current interest income exempt from federal income tax and Ohio personal income tax as is consistent with capital preservation and stability of principal.

The Fund’s Main Investment Strategy

Under normal conditions, the Fund invests primarily in municipal obligations, the income from which is exempt from both federal income tax and Ohio personal income tax. As a fundamental policy, the Fund will invest at least 80% of its total assets in such securities. Municipal obligations in which the Fund may invest are securities that:

• 
  are issued by the State of Ohio, its political subdivisions, authorities, and agencies, as well as by Puerto Rico, other U.S. territories and their political subdivisions

• 
  are short-term money market instruments, such as private activity and industrial development bonds, tax anticipation notes, municipal lease obligations and participations in pools of municipal obligations.

The Fund will only purchase municipal obligations if the issuer receives assurances from legal counsel that the interest payable on the securities is exempt from federal i ncome tax and Ohio personal income tax.

The Fund may invest up to all of its assets in municipal obligations that produce income subject to the federal alternative minimum tax .

Up to 20% of the Fund’s remaining assets may be invested in non-Ohio municipal obligations, which may produce interest exempt only from federal income tax, or in securities subject to federal income tax, such as taxable money market instruments or repurchase agreements. For temporary defensive purposes, the Fund has the ability to invest up to all of its assets in non-Ohio municipal obligations that produce income that may be subject to the federal alternative minimum tax.

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 90 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by JPMIA, the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund’s adviser, JPMIA, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies without shareholder approval.
    

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JPMorgan
    Ohio Municipal Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIA’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Risk of Ohio Obligations.  The Fund will be particularly susceptible to difficulties affecting Ohio and its municipalities.

Municipal Obligations Risk.  Municipal obligations are subject to the following risks:

• 
  Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. A number of municipalities have had significant financial problems recently. This could decrease the Fund’s income or hurt the ability to preserve capital and liquidity.

• 
  Under some circumstances, municipal obligations might not pay interest unless the state legislature or municipality authorizes money for that purpose. Some securities, including municipal lease obligations, carry additional risks. For example, they may be difficult to trade or interest payments may be tied only to a specific stream of revenue.

• 
  Since some municipal obligations may be secured or guaranteed by banks or other financial institutions, the risk to the Fund could increase if the credit quality of the financial institution providing the backing declines or the banking or financial sector suffers an economic downturn. In addition, to the extent that the financial institutions securing the municipal obligations are located outside the U.S., these securities could be riskier than those backed by U.S. institutions because of possible political, social or economic instability, higher transaction costs and possible delayed settlement.

Diversification Risk.  As a single state money market fund, the Fund is less diversified than other money market funds. This is because a single state fund is allowed by SEC rules to invest a significantly greater portion of its assets in one issuer. Because of these rules and the relatively small number of issuers of a particular state’s municipal securities, the Fund’s performance is more affected by the success of one or a few issuers than is the performance of a more diversified fund.

Tax Risk.  The Fund may invest in securities whose interest is subject to federal income tax, the federal alternative minimum tax , or Ohio personal income taxes. Consult your tax professional for more information.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash.  Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

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Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective and may produce taxable income.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  are looking for income that is not taxable by the United States or by the State of Ohio
• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
•  
  are investing for high income
• 
  require the added security of FDIC insurance
• 
  are investing through a tax-deferred account, such as an IRA

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59



JPMorgan
    Ohio Municipal Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. T he bar chart shows how the performance of the Fund’s Reserve Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-480-4111 or visit www.jpmorganfunds.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1


BEST QUARTER 4th quarter, 2000
                    0.91%   
WORST QUARTER 3rd quarter, 200 3
                    0.05%   
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 6/30.

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AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Reserve Shares
                    0.55              1.45              2.20   
 

Investor Expenses for Reserve Shares

The expenses of the Reserve Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM RESERVE SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    0.25   
Shareholder Service Fees
                    0.30   
Other Expenses1
                    0.15   
Total Annual Operating Expenses
                    0.78   
Fee Waivers and Expense Reimbursements2
                    (0.08 )   
Net Expenses2
                    0.70   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIA, the Fund’s administrator and distributor agree that they will waive fees and/or reimburse the Fund to the extent total annual operating expenses of the Reserve Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0.70% of its average daily net assets from 2/19/05 through 12 /31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

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JPMorgan
    Ohio Municipal Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Reserve Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12 /31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual return of the Reserve Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
Your Cost ($)
(with or without redemption)
                    72               240               425               958    
 

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The Funds’ Management and Administration

The following Funds are series of JPMorgan Trust I (JPMTI), a Delaware statutory trust:

• 
  Prime Money Market Fund

• 
  Federal Money Market Fund

• 
  100% U.S. Treasury Securities Money Market Fund

• 
  Tax Free Money Market Fund

• 
  New York Municipal Money Market Fund

Collectively, these are the JPMTI Funds.

The following Funds are series of JPMorgan Trust II (JPMTII), a Delaware statutory trust:

• 
  Liquid Assets Money Market Fund

• 
  U.S. Government Money Market Fund

• 
  U.S. Treasury Plus Money Market Fund

• 
  Municipal Money Market Fund

• 
  Michigan Municipal Money Market Fund

• 
  Ohio Municipal Money Market Fund

Collectively these are the JPMTII Funds.

The trustees of each trust are responsible for overseeing all business activities.

Each of the Funds operates in a multiple class structure. A multiple class fund is an open-end investment company that issues two or more classes of shares representing interests in the same investment portfolio.

Each class in a multiple class fund can set its own transaction minimums and may vary with respect to expenses for distribution, administration and shareholder services. This means that one class could offer access to a Fund on different terms, and thus would experience different performance, than another class. Certain classes may be more appropriate for a particular investor.

Each Fund may also issue other classes of shares that have different expense levels and performance and different requirements for who may invest. Call 1-800-480-4111 to obtain more information concerning all of the Funds’ other share classes. A Financial Intermediary (as described below) who receives compensation for selling Fund shares may receive a different amount of compensation for sales of different classes of shares.

The Funds’ Investment Advisers

JPMIM and JPMIA each act as investment adviser to several of the Funds and each makes day-to-day investment decisions for the Funds, which it advises. JPMIM is the investment adviser to the JPMTI Funds, and JPMIA (formerly known as Banc One Investment Advisors Corporation) is the investment adviser to the JPMTII Funds.

JPMIM is a wholly-owned subsidiary of J.P. Morgan Fleming Asset Management Holdings, Inc., which is a wholly-owned subsidiary of JPMorgan Chase & Co. (JPMorgan Chase), a bank holding company. JPMIA is an indirect, wholly-owned subsidiary of JPMorgan Chase.

During the most recent fiscal year ended 8/31/05, JPMIM was paid management fees (net of waivers, if any), as shown below, as a percentage of average daily net assets:

FUND
 
         %
 
Prime Money Market Fund
              
 
Federal Money Market Fund
              
 
100% U.S. Treasury Securities
Money Market Fund
              
 
Tax Free Money Market Fund
              
 
New York Municipal Money
Market Fund
              
 
 

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The Funds’ Management and Administration

CONTINUED

During the most recent fiscal year ended 6/30/05, JPMIA was paid management fees (net of waivers, if any), as shown below, as a percentage of average daily net assets:

FUND
 
         %
 
Liquid Assets Money Market Fund
              
0.16
U.S. Government Money Market Fund
              
0.06
U.S. Treasury Plus Money Market Fund
              
0.14
Municipal Money Market Fund
              
0.20
Michigan Municipal Money Market Fund
              
0.20
Ohio Municipal Money Market Fund
              
0.19
 

Effective 2/19/05, the management fees for all the Funds was 0.08%.

A discussion of the basis the Board of Trustees of JPMTI used in reapproving the investment advisory for the JPMTI Funds is available in the annual report for the year ended August 31, 2005. A discussion for the JPMTII Funds is available in the SAI for those Funds.

The Funds’ Administrator

JPMorgan Funds Management, Inc. (the Administrator) provides administrative services and oversees each Fund’s other service providers. The Administrator receives a pro-rata portion of the following annual fee on behalf of each Fund for administrative services: 0.10% of the first $100 billion of average daily net assets of all money market funds in the JPMorgan Funds Complex and 0.05% of average daily net assets over $100 billion.

The Funds’ Shareholder Servicing Agent

The Trust, on behalf of the Funds, has entered into a shareholder servicing agreement with JPMorgan Distribution Services, Inc. (JPMDS) under which JPMDS has agreed to provide certain support services to the Funds’ shareholders. For performing these services, JPMDS, as shareholder servicing agent, receives an annual fee of 0.3 0 % of the average daily net assets of Reserve Shares of each Fund . JPMDS may enter into service agreements with Financial Intermediaries under which it will pay all or a portion of the 0.30% annual fee to such entities for performing shareholder and administrative services. The amount payable for “service fees” (as defined by the NASD) does not exceed 0.25% of the average annual net assets attributable to the Reserve Shares of each Fund.

The Funds’ Distributor

JPMDS (the Distributor) is the distributor for the Funds. The Distributor is an affiliate of JPMIM, JPMIA and the Administrator.

Each of the Funds has adopted a Rule 12b-1 distri bution plan under which they pay annual distribu tion fees of up to 0.25% of the average daily net assets attributable to Reserve Shares.

Rule 12b-1 fees are paid by the Funds to the Distributor as compensation for its services and expenses in connection with the sale and distribution of Fund shares. The Distributor in turn pays all or part of these Rule 12b-1 fees to Financial Intermediaries that have agreements with the Distributor to sell shares of the Funds. The Distributor may pay Rule 12b-1 fees to its affiliates. Payments are not tied to the amount of actual expenses incurred.

Because Rule 12b-1 expenses are paid out of a Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than other types of sales charges.

Additional Compensation to Financial Intermediaries

JPMIM, JPMIA, JPMDS and, from time to time, other affiliates of JPMorgan Chase may, at their own expense and out of their own legitimate profits, provide additional cash payments to Financial Intermediaries who sell shares of the JPMorgan Funds. For this purpose, Financial Intermediaries include financial advisors, investment advisers, brokers, financial planners, banks, insurance

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PROSPECTUS DECEMBER  

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companies, retirement or 401(k) plan administrators and others, including various affiliates of JPMorgan Chase, that have entered into agreements with the Distributor. These additional cash payments are payments over and above the Rule 12b-1 fees and shareholder servicing fees which are disclosed elsewhere in this prospectus. These additional cash payments are generally made to Financial Intermediaries that provide shareholder or administrative services or marketing support. Marketing support may include access to sales meetings, sales representatives and Financial Intermediary management representatives, inclusion of the JPMorgan Funds on a sales list, including a preferred or select sales list, or other sales programs. These additional cash payments also may be made as an expense reimbursement in cases where the Financial Intermediary provides shareholder services to JPMorgan Fund shareholders. JPMIM, JPMIA and JPMDS may also pay cash compensation in the form of finders’ fees that vary depending on the JPMorgan Fund and the dollar amount of shares sold.

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How Your Account Works

BUYING FUND SHARES

You do not pay any sales charge (sometimes called a load) when you buy Reserve Shares of these Funds.

The price you pay for your shares is the net asset value (NAV) per share of the class. NAV is the value of everything a class of a Fund owns, minus everything the class owes, divided by the number of shares of that class held by investors. The Funds seek to maintain a stable NAV per share of $1.00. Each Fund uses the amortized cost method to value its portfolio of securities. This method provides more stability in valuations. However, it may also result in periods during which the stated value of a security is different than the price the Fund would receive if it sold the investment.

The NAV of each class of shares is generally calculated as of the cut-off time each day the Funds are accepting orders. You will pay the next NAV per share calculated after JPMorgan Funds Services accepts your order.

Reserve Shares may be purchased by Financial Intermediaries (see below) that are paid to assist investors in establishing accounts, executing transactions and monitoring their investment.

You may purchase Fund shares through your Financial Intermediary. Financial Intermediaries may include financial advisors, investment advisers, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others, including various affiliates of JPMorgan Chase, that have entered into agreements with JPMDS as Distributor and/or shareholder servicing agent. Shares purchased this way will typically be held for you by the Financial Intermediary. You may also purchase s hares directly from JPMorgan Funds Services. [ c onsider whether only to allow direct purchases for grandfathered shareholders]

Shares are available on any business day that the Federal Reserve Bank of New York (Federal Reserve) and the New York Stock Exchange (NYSE) are open, except the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day.

The Funds may close earlier a few days each year when the Bond Market Association recommends that the securities markets close trading early.

On occasion, the NYSE closes before 4:00 p.m. Eastern Time (ET). When the NYSE closes before a Fund’s cut-off time, purchase orders accepted by the Fund after the NYSE closes will be effective the following business day. Each Fund, however, may elect to remain open following an early close of the NYSE or to open on days when the Federal Reserve is open and the NYSE is closed. If your purchase order is accepted by the Fund before the Fund’s close on a day when the NYSE closes early but the Fund remains open, or on a day when the Fund is open but the NYSE is not, it will be effective the same business day. Purchase orders accepted after a Fund closes will be effective the following business day.

If the Fund accepts your order by the Fund’s cut-off time listed below, we will process your purchase order at that day’s price and you will be entitled to all dividends declared on that day. If the Fund accepts your purchase order after the cut-off time, we will process it at the next day’s price.

Share ownership is electronically recorded, therefore no certificates will be issued.

If a Financial Intermediary holds your shares, it is the responsibility of the Financial Intermediary to send your purchase order to the Fund. Your Financial Intermediary may have an earlier cut-off time for purchase orders.

In addition, your Financial Intermediary may be closed at times when the Fund is open (for example, when the NYSE is closed and the Fund elects to remain open).

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PROSPECTUS DECEMBER  

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Normally, the cut-off time for each Fund is:

Prime Money Market Fund
              
5:00 P.M. ET
Liquid Assets Money Market Fund
              
5:00 P.M. ET
U.S. Government Money Market Fund
              
5:00 P.M. ET
U.S. Treasury Plus Money Market Fund
              
5:00 P.M. ET
Federal Money Market Fund
              
2:00 P.M. ET
100% U.S. Treasury Securities Money Market Fund
              
2:00 P.M. ET
Tax Free Money Market Fund
              
NOON ET
Municipal Money Market Fund
              
NOON ET
Michigan Municipal Money Market Fund
              
NOON ET
New York Municipal Money Market Fund
              
NOON ET
Ohio Municipal Money Market Fund
              
NOON ET
 

The Fund must receive “federal funds” before the Fund’s cut-off time shown above (unless the Fund closes early, in which case federal funds must be received by the Fund’s close). If the Fund does not receive federal funds by its cut-off time, your order may not be effective until the next business day on which federal funds are timely received by the Fund. If you pay by check before the cut-off time, we will generally process your order the next business day the Fund is open for business.

The Funds have the right to refuse any purchase order or to stop offering shares for sale at any time.

TO OPEN AN ACCOUNT, BUY OR SELL SHARES OR GET FUND INFORMATION, CALL:
JPMORGAN FUNDS SERVICES
              
 
1-800-480-4111
              
 
 

Minimum Investments

Reserve Shares are subject to a $ 10,000,000 minimum investment requirement per Fund. There is no minimum level for subsequent purchases.

Investment minimums may be waived for certain types of retirement accounts (e.g., 401(k), 403(b) and SIMPLE IRA) as well as for certain wrap fee accounts. The Funds reserve the right to waive any investment minimum. For further information on investment minimum waivers, call 1-800-480-4111.

General

The JPMorgan money market funds (including the Funds in this prospectus) are intended for short-term investment horizons, and do not monitor for market timers or prohibit short-term trading activity. Although these Funds are managed in a manner that is consistent with their investment objectives, frequent trading by shareholders may disrupt their management and increase their expenses.

Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. When you open an account, we will ask for your name, residential or business street address, date of birth (for an individual) and other information that will allow us to identify you, including your social security number, tax identification number or other identifying number. The Funds cannot waive these requirements. The Funds are required by law to reject your Account Application if the required identifying information is not provided.

We will attempt to collect any missing information required on the Account Application by contacting either you or your Financial Intermediary. If we cannot obtain this information within the established time frame, your Account Application will be rejected. Amounts received prior to receipt of the required information will be held uninvested and will be returned to you without interest if your Account Application is rejected. If the required information is obtained, your investment will be accepted and you will pay the NAV per share next calculated after all of the required information is received.

Once we have received all of the required information, federal law requires us to verify your identity. After an account is opened, we may restrict your ability to purchase additional shares until your identity is verified. If we are unable to verify your identity within a reasonable time, the Funds reserve the right to close your account at the current day’s NAV per share. If your account is closed for this reason, your shares will be redeemed at the NAV per share next calculated after the account is closed .

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How Your Account Works

CONTINUED

Send the completed Account Application and a check to:

JPMorgan Funds Services
P.O. Box 8528
Boston, MA 02266-8528

All checks must be in U.S. dollars. The Funds do not accept credit cards, cash, starter checks, money orders or credit card checks. The Funds reserve the right to refuse “third-party” checks and checks drawn on non-U.S. financial institutions even if payment may be effected through a U.S. financial institution. Checks made payable to any individual or company and endorsed to JPMorgan Funds or a Fund are considered third-party checks. The redemption of shares purchased through JPMorgan Funds Services by check or an Automated Clearing House (ACH) transaction is subject to certain limitations. See “Selling Fund Shares.”

All checks must be made payable to one of the following:

• 
  JPMorgan Funds; or

• 
  The specific Fund in which you are investing.

Your purchase may be canceled if your check does not clear and you will be responsible for any expenses and losses to the Funds.

If you choose to pay by wire, please call 1-800-480-4111 to notify the Funds of your purchase and authorize your financial institution to wire funds to:

JPMORGAN CHASE BANK, N.A.
ATTN: JPMORGAN FUNDS SERVICES
ABA 021 000 021
DDA 323125832
FBO YOUR JPMORGAN FUND
    (EX: JPMORGAN ABC FUND- RESERVE )
YOUR FUND NUMBER & ACCOUNT NUMBER
    (EX: FUND 123-ACCOUNT 123456789)
YOUR ACCOUNT REGISTRATION
    (EX: JOHN SMITH & MARY SMITH, JTWROS)

Orders by wire may be canceled if JPMorgan Funds Services does not receive payment by the Fund’s cut-off time on the day that you placed your order. You will be responsible for any expenses and losses to the Funds.

You can buy shares in one of two ways:

Through Your Financial Intermediary

Tell your Financial Intermediary which Funds you want to buy and they will contact us. Your Financial Intermediary may charge you a fee and may offer additional services, such as special purchase and redemption programs, “sweep” programs, cash advances and redemption checks. Some Financial Intermediaries charge a single fee that covers all services.

The Fund must accept your order from your Financial Intermediary by the Fund’s cut-off time in order for us to process your purchase order at that day’s price. Your Financial Intermediary may impose different minimum investments and earlier cut-off times.

Your Financial Intermediary may be paid by JPMDS to assist you in establishing your account, executing transactions and monitoring your investment. Financial Intermediaries may provide the following services in connection with their customers’ investments in the Funds:

• 
  Acting directly or through an agent, as the sole shareholder of record

• 
  Maintaining account records for customers

• 
  Processing orders to purchase, redeem or exchange shares for customers

• 
  Responding to inquiries from shareholders

• 
  Assisting customers with investment procedures.

Through JPMorgan Funds Services

Call 1-800-480-4111
Or
Complete the Account Application and mail it along with a check for the amount you want to invest to:

JPMorgan Funds Services
P.O. Box 8528
Boston, MA 02266-8528

JPMorgan Funds Services will accept your order when federal funds, a wire, a check or ACH transac-

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tion is received together with a completed Account Application or other instructions in proper form.

If you purchase shares through a Financial Intermediary, you may be required to complete additional forms or follow additional procedures. You should contact your Financial Intermediary regarding purchases, exchanges and redemptions.

SELLING FUND SHARES

You can sell your shares on any day that the Funds are accepting purchase orders. You will receive the next NAV per share calculated after the Fund accepts your order .

We will need the names of the registered shareholders, your account number and other information before we can sell your shares.

Under normal circumstances, if a Fund accepts your order before the Fund’s cut-off time, the Fund will make available to you the proceeds that same business day by wire. Otherwise, except as permitted by the federal securities laws, your redemption proceeds will be paid within seven days (one day for the JPMorgan Prime Money Market Fund and the JPMorgan Liquid Assets Money Market Fund) after acceptance of the redemption order.

If you have changed your address of record within the previous 30 days, the Funds will not mail your proceeds, but rather will wire them or send them by ACH to a pre-existing bank account on record with the Funds.

The Funds may hold proceeds for shares purchased by ACH or check until the purchase amount has been collected, which may be as long as five business days.

You may also need to have medallion signature guarantees for all registered owners or their legal representatives if:

• 
  You want to redeem shares with a value of $50,000 or more and you want to receive your proceeds in the form of a check; or

• 
  You want your payment sent to an address, bank account or payee other than the one currently designated on your Fund account.

We may also need additional documents or a letter from a surviving joint owner before selling the shares. Contact JPMorgan Funds Services for more details.

You can sell your shares in one of two ways:

Through Your Financial Intermediary

Tell your Financial Intermediary which Fund’s shares you want to sell. The Fund must accept your order from your Financial Intermediary by the Fund’s cut-off time in order for us to process your order at that day’s price. Your Financial Intermediary will send the necessary documents to JPMorgan Funds Services. Your Financial Intermediary may charge you for this service.

Your Financial Intermediary may have an earlier cut-off time for redemption orders.

Through JPMorgan Funds Services

Call 1-800-480-4111. We will mail you a check or send the proceeds via electronic transfer or wire to the bank account on our records.
Or
Send a signed letter with your instructions to:

JPMorgan Funds Services
P.O. Box 8528
Boston, MA 02266-8528

Redemptions-In-Kind

Generally, all redemptions will be for cash. However, if you redeem shares worth $250,000 or more, the Fund reserves the right to pay part or all of your redemption proceeds in readily marketable securities instead of cash. If payment is made in securities, the Fund will value the securities selected in the same manner in which it computes its NAV. This process minimizes the effect of large redemptions on the Fund and its remaining shareholders.

EXCHANGING FUND SHARES

You can exchange Reserve Shares for shares of the same class in certain other JPMorgan Funds. You will need to meet any investment minimum or eligibility requirements.

The JPMorgan Funds do not charge a fee for this privilege. In addition, the JPMorgan Funds may

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How Your Account Works

CONTINUED


change the terms and conditions of your exchange privileges upon 60 days’ written notice.

Generally, an exchange between JPMorgan Funds is considered a sale of Fund shares. Carefully read the prospectus of the Fund you want to buy before making an exchange.

We reserve the right to limit the number of exchanges or to refuse an exchange. Your exchange privilege will be revoked if the exchange activity is considered excessive.

You can exchange your shares in one of two ways:

Through Your Financial Intermediary

Tell your Financial Intermediary which Fund’s shares you want to exchange. They will send the necessary documents to JPMorgan Funds Services. Your Financial Intermediary may charge you for this service.

Through JPMorgan Funds Services

Call 1-800-480-4111 to ask for details.

OTHER INFORMATION CONCERNING THE FUNDS

The Funds use reasonable procedures to confirm that instructions given by telephone are genuine. These procedures include recording telephone instructions and asking for personal identification. If these procedures are followed, the Funds will not be responsible for any loss, liability, cost or expense of acting upon unauthorized or fraudulent instructions; you bear the risk of loss.

Due to the relatively high cost of maintaining small accounts, if your account value falls below the Funds’ minimum investment requirement, the Funds reserve the right to redeem all of the remaining shares in your account and close your account or charge an annual sub-minimum account fee of $10 per Fund. Before either of these actions is taken, you will be given 60 days’ advance written notice in order to provide you with time to increase your account balance to the required minimum, by purchasing sufficient shares, in accordance with the terms of this prospectus. To collect the $10 sub-minimum account fee, the Fund s will redeem $10 worth of shares from your account.

You may not always reach JPMorgan Funds Services by telephone. This may be true at times of unusual market changes and shareholder activity. You can mail us your instructions or contact your Financial Intermediary. We may modify or cancel the sale of shares by telephone without notice.

You may write to:

JPMorgan Funds Services
P.O. Box 8528
Boston, MA 02266-8528

Shares of the JPMorgan U.S. Government Money Market Fund are intended to qualify as eligible investments for federally chartered credit unions pursuant to Sections 107(7), 107(8) and 107(15) of the Federal Credit Union Act, Part 703 of the National Credit Union Administration (NCUA) Rules and Regulations and NCUA Letter Number 155. This Fund intends to review changes in the applicable laws, rules and regulations governing eligible investments for federally chartered credit unions, and to take such action as may be necessary so that the investments of this Fund qualify as eligible investments under the Federal Credit Union Act and the regulations thereunder.

The Funds may suspend your ability to redeem or postpone payment for more than seven days (more than one day for the JPMorgan Prime Money Market Fund and the JPMorgan Liquid Assets Money Market Fund) when:

1. 
  Trading on the NYSE is restricted;

2. 
  The NYSE is closed (other than weekend and holiday closings);

3. 
  Federal securities laws permit;

4. 
  The SEC has permitted a suspension; or

5. 
  An emergency exists, as determined by the SEC.

See “Purchases, Redemptions and Exchanges” in the Statement of Additional Information for more details about this process.

JPMORGAN MONEY MARKET FUNDS


70



Shareholder Information

DISTRIBUTIONS AND TAXES

The Funds can earn income and can realize capital gain. The Funds deduct any expenses and then pay out these earnings to shareholders as distributions.

The Funds declare dividends daily, so your shares can start earning dividends on the day you buy them. The Funds distribute the dividends monthly in the form of additional shares, unless you tell us that you want distributions in cash or as a deposit in a pre-assigned bank account. The taxation of dividends will not be affected by the form in which you receive them. The Funds distribute any short-term capital gain at least annually. The Funds do not expect to realize long-term capital gain.

Dividends of net investment income will generally be taxable as ordinary income at the federal, state and local levels. I ncome paid by the Tax Free Money Market Fund , Municipal Money Market Fund, Michigan Municipal Money Market Fund, New York Municipal Money Market Fund and Ohio Municipal Money Market Fund are not subject to federal income taxes, but will generally be subject to state and local taxes and may be subject to federal alternative minimum tax. The state or municipality where you live may not charge you state and local taxes on dividends of tax-exempt interest earned on certain bonds.

Dividends paid by the Michigan Municipal Money Market Fund that are derived from interest attributable to tax-exempt Michigan Munici pal Obligations will be exempt from Michigan income tax and gener ally, also exempt from Michigan single business tax. Conversely, to the extent that the Fund’s dividends are derived from interest on obli gations other than Michigan Municipal Obligations or certain U.S. government obligations (or are derived from short-term or long-term gains), such dividends may be subject to Michigan income tax and Michigan single business tax, even though the dividends may be exempt for federal income tax purposes. Except as noted above with respect to Michigan income taxation, distributions of net income may be taxable to investors as dividend income under other state or local laws even though a substantial portion of such distributions may be derived from interest on tax-exempt obli gations which, if realized directly, would be exempt from such income taxes.

Dividends paid by the New York Municipal Money Market Fund that are derived from interest attributable to obligations of the State of New York or its political subdivisions, and obligations of the Governments of Puerto Rico, the Virgin Islands and Guam are exempt from New York State and New York City personal income tax (but not New York State corporate franchise tax or New York City business tax), provided that such dividends constitute exempt-interest dividends under Section 852(b)(5) of the Internal Revenue Code of 1986. To the extent that investors are subject to state and local taxes outside of New York State, dividends paid by the Fund may be taxable income for purposes thereof. In addition, to the extent that the Fund’s dividends are derived from interest attributable to the obligations of any other state or of a political subdivision of any such other state or are derived from capital gains, such dividends will generally not be exempt from New York State or New York City tax. The New York AMT excludes tax-exempt interest as an item of tax preference. Interest incurred to buy or carry shares of the Fund is not deductible for federal, New York State or New York City personal income tax purposes. Investors should consult their advisers about other state and local tax consequences of the investment in the Fund.

Dividends received from the Ohio Municipal Money Market Fund that result from interest on obligations of the State of Ohio, its political or governmental subdivisions or agencies or instrumentalities of Ohio (Ohio Obligations) are exempt from Ohio personal income tax, and municipal and school district income taxes. Corporate shareholders that are subject to the Ohio corporation franchise tax must include the Fund shares in the corporation’s tax base for purposes of the Ohio franchise tax net worth computation, but not for the net income tax computation. Dividends that are attributable to profit on the sale, exchange, or other dispo sition of Ohio Obligations will not be subject to the Ohio personal income tax, or municipal or school district taxes in Ohio and will

JPMORGAN MONEY MARKET FUNDS


71



Shareholder Information

CONTINUED


not be included in the net income base of the Ohio corporation franchise tax. Informa tion in this paragraph is based on current statutes and regulations as well as current policies of the Ohio Department of Taxation, all of which may change.

Dividends of interest earned on bonds issued by the U.S. government and its agencies may also be exempt from some types of state and local taxes. It is unlikely that dividends from any of the Funds will qualify to any significant extent for the reduced 15% tax rate applicable to qualified dividend income.

If you receive distributions of net capital gain, the tax rate will be based on how long the Fund held a particular asset, not on how long you have owned your shares. The Funds expect substantially all of their distributions of net capital gain to be attributable to short-term capital gain which is taxed at rates applicable to ordinary income.

The Funds’ investments in certain debt obligations may cause a Fund to recognize taxable income in excess of the cash generated by such obligations. Thus, a Fund could be required to at times to liquidate other investments in order to satisfy its distribution requirements.

The dates on which dividends and capital gains will be distributed for calendar year 2005 will be available online at www.jpmorganfunds.com.

Early in each calendar year, the Funds will send you a notice showing the amount of distributions you received in the preceding year and the tax status of those distributions.

Any gain resulting from the sale or exchange of your shares will generally be subject to tax.

Any investor for whom a Fund does not have a valid Taxpayer Identification Number may be subject to backup withholding.

The tax considerations described in this section do not apply to tax-deferred accounts or other non-taxable entities.

The above is a general summary of the tax implications of investing in the Funds. Because each investor’s tax consequences are unique, please consult your tax advisor to see how investing in the Funds will affect your own tax situation.

AVAILABILITY OF PROXY VOTING RECORD

The Trustees have delegated the authority to vote proxies for securities owned by the Fund to JPMIM. A copy of each Fund’s voting record for the most recent 12-month period ended June 30 is available on the SEC’s website at www.sec.gov or on the Fund’s website at www.jpmorganfunds.com no later than August 31 of each year. Each Fund’s proxy voting record will include, among other things, a brief description of the matter voted on for each portfolio security, and will state how each vote was cast, for example, for or against the proposal.

PORTFOLIO HOLDINGS DISCLOSURE

Each business day, each Fund will make available upon request an uncertified complete schedule of its portfolio holdings as of the prior business day. Not later than 60 days after the end of each fiscal quarter, each Fund will make available a certified complete schedule of its portfolio holdings as of the last day of that quarter. In addition to providing hard copies upon request, the Funds will post these quarterly schedules on the Funds’ website at www.jpmorganfunds.com and on the SEC’s website at www.sec.gov.

Shareholders may request portfolio holdings schedules at no charge by calling 1-800-480-4111.

A description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio holdings is available in the Statement of Additional Information.

JPMORGAN MONEY MARKET FUNDS


72



What the Terms Mean

Asset-backed securities: Interests in a stream of payments from specific assets, such as auto or credit card receivables.

Commercial paper: Short-term securities with maturities of 1 to 270 days which are issued by banks, corporations and others.

Demand notes: A debt security with no set maturity date. The investor can generally demand payment of the principal at any time.

Distribution fee: Covers the cost of the distribution system used to sell shares to the public.

Dollar weighted average maturity: The average maturity of the Fund is the average amount of time until the organizations that issued the debt securities in the Fund’s portfolio must pay off the principal amount of the debt. “Dollar weighted” means the larger the dollar value of debt security in the Fund, the more weight it gets in calculating this average.

Floating rate securities: Securities whose interest rates adjust automatically whenever a particular interest rate changes.

Liquidity: Liquidity is the ability to easily convert investments into cash without losing a significant amount of money in the process.

Management fee: A fee paid to the investment adviser to manage the Fund and make decisions about buying and selling the Fund’s investments.

Municipal lease obligations: These provide participation in municipal lease agreements and installment purchase contracts, but are not part of general obligations of the municipality.

Municipal obligations: Debt securities issued by or on behalf of states, territories and possessions or by their agencies or other groups with authority to act for them. For securities to qualify as municipal obligations, the municipality’s lawyers must give an opinion that the interest on them is not considered gross income for federal income tax purposes.

Other expenses: Miscellaneous items, including transfer agency, administration, custody and registration fees.

Qualified banks: (i) U.S. banks with more than $1 billion in total assets, and foreign branches of these banks; or (ii) foreign banks with the equivalent of more than $1 billion in total assets and which have branches or agencies in the U.S. or (iii) other U.S. or foreign commercial banks which the Fund’s adviser judges to have comparable credit standing.

Repurchase agreements: A special type of a short-term investment. A dealer sells securities to a Fund and agrees to buy them back later for a set price. This set price includes interest. In effect, the dealer is borrowing the Fund’s money for a short time, using the securities as collateral.

Reverse repurchase agreements: Contract whereby the Fund sells a security and agrees to repurchase it from the buyer on a particular date and at a specific price. Considered a form of borrowing.

Shareholder service fee: A fee to cover the cost of paying Financial Intermediaries to provide certain support services for your account.

Tax exempt municipal securities: Securities, generally issued as general obligation and revenue bonds, whose interest is exempt from federal taxation and state and/or local taxes in the state where the securities were issued.

U.S. government securities: Debt instruments (Treasury bills, notes, and bonds) guaranteed by the U.S. government for the timely payment of principal and interest.

Variable rate securities: Securities whose interest rates are periodically adjusted.

JPMORGAN MONEY MARKET FUNDS


73



FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand each Fund’s financial performance for the past one through five fiscal years or periods, as applicable. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in a Fund (assuming reinvestment of all dividends and distributions). This information has been audited by PricewaterhouseCoopers LLP, whose reports, along with each Fund’s financial statements, are included in the Fund’s annual report, which is available upon request.

JPMorgan Prime Money Market Fund

JPMORGAN MONEY MARKET FUNDS


74



FINANCIAL HIGHLIGHTS

   

JPMORGAN MONEY MARKET FUNDS


75



FINANCIAL HIGHLIGHTS
(CONTINUED)

   


 
             
Per share operating performance:


    

 
        
 
     Investment operations:

     Distributions
    

 
         Net asset
value,
beginning
of period
 
     Net
investment
income
(loss)
 
     Net realized
g ains
( l osses) on
investment
 
     Total from
investment
operations
 
     Net
investment
income
 
JPMORGAN LIQUID ASSETS
MONEY MARKET FUND (d)
                                                                               
Year Ended 6/30/05
                 $ 1.000           $ 0.015           $ 0.000           $ 0.015           $ (0.015 )  
Year Ended 6/30/04
                 $ 1.000           $ 0.004           $ 0.000           $ 0.0 0 4           $ (0.004 )  
Year Ended 6/30/0 3
                 $ 1.000           $ 0.009           $ 0.000           $ 0.009           $ (0.009 )  
Year Ended 6/30/02
                 $ 1.000           $ 0.019           $ 0.000           $ 0.019           $ (0.019 )  
Year Ended 6/30/01
                 $ 1.000           $ 0.052           $ 0.000           $ 0.052           $ (0.052 )  
 
                                                                                                             
JPMORGAN U.S. GOVERNMENT
MONEY MARKET FUN D
                                                                               
2/19/05(c) to 6/30/05
                 $ 1.000           $ 0.008           $ 0.000 (f)          $ 0.008           $ (0.008 )  
 
                                                                                                             
JPMORGAN U.S. TREASURY PLUS
MONEY MARKET FUN D (d)
                                                                               
Year Ended 6/30/05
                 $ 1.000           $ 0.014           $ 0.000 (f)          $ 0.014           $ (0.014 )  
Year Ended 6/30/04
                 $ 1.000           $ 0.003           $ 0.000           $ 0.003           $ (0.003 )  
Year Ended 6/30/03
                 $ 1.000           $ 0.007           $ 0.000           $ 0.007           $ (0.007 )  
Year Ended 6/30/02
                 $ 1.000           $ 0.018           $ 0.000           $ 0.018           $ (0.018 )  
Year Ended 6/30/01
                 $ 1.000           $ 0.049           $ 0.000           $ 0.049           $ (0.049 )  
 
(a)
  Annualized for periods less than one year.

(b)
  Not annualized for periods less than one year.

(c)
  Commencement of offering of class of shares.

(d)
  Effective February 19, 2005, Class A was renamed as Reserve Shares.

(e)
  Effective February 19, 2005, the contractual expense limitation is 0.70%.

(f)
  Amount is less than $0.001.

JPMORGAN MONEY MARKET FUNDS


76



FINANCIAL HIGHLIGHTS

   

Per share operating
performance:
  Ratios/Supplemental Data:

    

 
        
 
    
 
     Ratios to average net assets (a):

    
Net asset
value,
end of
period
 
         Total
return(b)
 
     Net assets
end of
period
(000’s)
 
     Expenses to
average
net assets
 
     Net investment
income to
average
net assets
 
     Expenses to
average
net assets
without waivers
 
    
    
                                                                 
    
$1.000                     1.53 %          $ 3,569,531              0.75 %(e)             1.48 %  
0.78%
    
$1.000                     0.40 %          $ 4,372,583              0.77 %             0.40 %  
0.79%
    
$1.000                     0.89 %          $ 5,744,025              0.77 %             0.90 %  
0.80%
    
$1.000                     1.88 %          $ 6,521,235              0.77 %             1.88 %  
0.80%
    
$1.000                     5.37 %          $ 7,342,790              0.77 %             5.01 %  
0.80%
    
                                                                                                             
    
    
                                                                 
    
$1.000                     0.77 %          $ 749,475              0.69 %             2.19 %  
0.73%
    
                                                                                                               
    
    
                                                                 
    
$1.000                     1.38 %          $ 1,737,775              0.74 %(e)             1.40 %  
0.75%
    
$1.000                     0.29 %          $ 1,702,965              0.77 %             0.29 %  
0.77%
    
$1.000                     0.73 %          $ 2,453,050              0.77 %             0.75 %  
0.78%
    
$1.000                     1.81 %          $ 3,162,893              0.77 %             1.80 %  
0.78%
    
$1.000                     5.05 %          $ 3,512,937              0.77 %             4.75 %  
0.78%
    
 
                

JPMORGAN MONEY MARKET FUNDS


77



FINANCIAL HIGHLIGHTS
(CONTINUED)

    


 
         Per share operating performance:
    

 
        
 
     Income from investment operations:
    
 
    

 
         Net asset
value,
beginning
of period
 
     Net
investment
income
 
     Less dividends
from net
investment
income
 
     Net asset
value,
end of period
 
     Total
Return
 
JPMORGAN FEDERAL
MONEY MARKET FUND
                                                                                         
Year Ended 8/31/04
                 $ 1.00           $ —†            $ —†            $ 1.00              0.41 %  
Year Ended 8/31/03
                 $ 1.00           $ 0.01           $ 0.01           $ 1.00              0.70 %  
Year Ended 8/31/02
                 $ 1.00           $ 0.01           $ 0.01           $ 1.00              1.51 %  
Year Ended 8/31/01
                 $ 1.00           $ 0.05           $ 0.05           $ 1.00              4.84 %  
Year Ended 8/31/00
                 $ 1.00           $ 0.05           $ 0.05           $ 1.00              5.29 %  
 
                                                                                                             
JPMORGAN 100% U.S. TREASURY
SECURITIES MONEY MARKET FUND
                                                                                         
Year Ended 8/31/04
                 $ 1.00           $ —†            $ —†            $ 1.00              0.45 %  
Year Ended 8/31/03
                 $ 1.00           $ 0.01           $ 0.01           $ 1.00              0.75 %  
Year Ended 8/31/02
                 $ 1.00           $ 0.02           $ 0.02           $ 1.00              1.55 %  
Year Ended 8/31/01
                 $ 1.00           $ 0.05           $ 0.05           $ 1.00              4.75 %  
Year Ended 8/31/00
                 $ 1.00           $ 0.05           $ 0.05           $ 1.00              5.02 %  
 
                                                                                                             
JPMORGAN TAX FREE
MONEY MARKET FUND
                                                                                         
Year Ended 8/31/04
                 $ 1.00           $ —†            $ —†            $ 1.00              0.48 %  
Year Ended 8/31/03
                 $ 1.00           $ 0.01           $ 0.01           $ 1.00              0.69 %  
Year Ended 8/31/02
                 $ 1.00           $ 0.01           $ 0.01           $ 1.00              1.21 %  
Year Ended 8/31/01
                 $ 1.00           $ 0.03           $ 0.03           $ 1.00              3.13 %  
Year Ended 8/31/00
                 $ 1.00           $ 0.03           $ 0.03           $ 1.00              3.37 %  
 
ˆ
  Formerly Vista Shares.

  Amount rounds to less than $0.005.

*
  Formerly One Group® Municipal Money Market Fund.

JPMORGAN MONEY MARKET FUNDS


78



FINANCIAL HIGHLIGHTS

   

Ratios/Supplemental Data:
 

 
         Ratios to average net assets:
    
Net assets,
end of period
(millions)
 
         Net
expenses
 
     Net
investment
income
 
     Expenses
without waivers,
reimbursements
and earnings credits
 
     Net investment
income without waivers,
reimbursements
and earnings credits
 
    
    
                                                                         
$239                     0.70 %             0.40 %             0.79 %             0.31 %  
$311                     0.70 %             0.72 %             0.79 %             0.63 %  
$452                     0.70 %             1.53 %             0.72 %             1.51 %  
$658                     0.70 %             4.57 %             0.74 %             4.53 %  
$576                     0.70 %             5.17 %             0.75 %             5.12 %  
                                                                                           
    
    
                                                                         
$1,869                     0.59 %             0.43 %             0.69 %             0.33 %  
$2,535                     0.59 %             0.77 %             0.69 %             0.67 %  
$3,526                     0.59 %             1.53 %             0.69 %             1.43 %  
$4,027                     0.59 %             4.59 %             0.71 %             4.47 %  
$3,535                     0.59 %             4.92 %             0.71 %             4.80 %  
                                                                                           
    
    
                                                                         
$567                     0.59 %             0.48 %             0.68 %             0.39 %  
$655                     0.59 %             0.72 %             0.69 %             0.62 %  
$903                     0.59 %             1.14 %             0.69 %             1.04 %  
$907                     0.59 %             3.09 %             0.72 %             2.96 %  
$895                     0.59 %             3.33 %             0.75 %             3.17 %  
 

JPMORGAN MONEY MARKET FUNDS


79



FINANCIAL HIGHLIGHTS
(CONTINUED)

    


 
             
Per share operating performance:


    

 
        
 
     Investment operations:

     Distributions
    

 
         Net asset
value,
beginning
of period

 
     Net
investment
income
(loss)
 
     Net realized
g ains
( l osses) on
investment
 
     Total from
investment
operations
 
     Net
investment
income
 
JPMORGAN MUNICIPAL
MONEY MARKET FUND (d)
                                                                               
Year Ended 6/30/05
                 $ 1.000           $ 0.012           $ 0.000 (f)          $ 0.012           $ (0.012 )  
Year Ended 6/30/04
                 $ 1.000           $ 0.004           $ 0.000           $ 0.004           $ (0.004 )  
Year Ended 6/30/0 3
                 $ 1.000           $ 0.007           $ 0.000           $ 0.007           $ (0.007 )  
Year Ended 6/30/02
                 $ 1.000           $ 0.012           $ 0.000           $ 0.012           $ (0.012 )  
Year Ended 6/30/01
                 $ 1.000           $ 0.032           $ 0.000           $ 0.032           $ (0.032 )  
                                                                                                             
JPMORGAN MICHIGAN MUNICIPAL
MONEY MARKET FUND (d)
                                                                               
Year Ended 6/30/05
                 $ 1.000           $ 0.011           $ 0.000           $ 0.011           $ (0.011 )  
Year Ended 6/30/04
                 $ 1.000           $ 0.003           $ 0.000           $ 0.003           $ (0.003 )  
Year Ended 6/30/0 3
                 $ 1.000           $ 0.006           $ 0.000           $ 0.006           $ (0.006 )  
Year Ended 6/30/02
                 $ 1.000           $ 0.012           $ 0.000           $ 0.012           $ (0.012 )  
Year Ended 6/30/01
                 $ 1.000           $ 0.03 1           $ 0.000           $ 0.031           $ (0.031 )  
 
                                                                                                             
JPMORGAN OHIO MUNICIPAL
MONEY MARKET FUND (d)
                                                                               
Year Ended 6/30/05
                 $ 1.000           $ 0.011           $ 0.000 (f)           $ 0.011           $ (0.011 )  
Year Ended 6/30/04
                 $ 1.000           $ 0.003           $ 0.000           $ 0.003           $ (0.003 )  
Year Ended 6/30/03
                 $ 1.000           $ 0.006           $ 0.000           $ 0.006           $ (0.006 )  
Year Ended 6/30/02
                 $ 1.000           $ 0.012           $ 0.000           $ 0.012           $ (0.012 )  
Year Ended 6/30/01
                 $ 1.000           $ 0.031           $ 0.000           $ 0.031           $ (0.031 )  
 
(a)
  Annualized for periods less than one year.

(b)
  Not annualized for periods less than one year.

(c)
  Commencement of offering of class of shares.

(d)
  Effective February 19, 2005, Class A was renamed as Reserve Shares.

(e)
  Effective February 19, 2005, the contractual expense limitation is 0.70%.

(f)
  Amount is less than $0.001.

JPMORGAN MONEY MARKET FUNDS


80



FINANCIAL HIGHLIGHTS

   

Per share operating
performance:

  Ratios/Supplemental Data:

    

 
        
 
    
 
     Ratios to average net assets (a):

    
Net asset
value,
end of
period
 
         Total
return(b)
 
     Net assets
end of
period
(000’s)
 
     Expenses to
average
net assets
 
     Net investment
income to
average
net assets
 
     Expenses to
average
net assets
without waivers
 
    
    
                                                                 
    
$1.000                     1. 16 %          $ 373,788              0.7 0 %             1. 13 %  
0.7 6 %
    
$1.000                     0. 36 %          $ 375,729              0.7 0 %             0. 35 %  
0.7 8 %
    
$1.000                     0. 71 %          $ 486,778              0.7 0 %             0. 71 %  
0. 78 %
    
$1.000                     1. 20 %          $ 534,947              0. 69 %             1. 19 %  
0. 77 %
    
$1.000                     3.23 %          $ 470,425              0.7 0 %             3 .18 %  
0. 78 %
    
                                                                                                             
    
    
                                                                 
    
$1.000                     1.14 %          $ 41,308              0.7 2 % ( e )              1.1 0 %  
0. 81 %
    
$1.000                     0.31 %          $ 53,414              0.7 3 %             0.3 1 %  
0. 81 %
    
$1.000                     0.62 %          $ 77,476              0.7 4 %             0. 62 %  
0. 82 %
    
$1.000                     1.16 %          $ 62,408              0. 72 %             1. 21 %  
0. 80 %
    
$1.000                     3.18 %          $ 125,294              0.70 %             3.05 %  
0.78%
    
                                                                                                               
    
    
                                                                 
    
$1.000                     1. 14 %          $ 82,741              0.7 1 %(e)             1. 17 %  
0.7 7 %
    
$1.000                     0. 30 %          $ 59,971              0.7 2 %             0. 30 %  
0.7 5 %
    
$1.000                     0. 6 3 %          $ 79,911              0.7 2 %             0. 62 %  
0.7 5 %
    
$1.000                     1. 17 %          $ 90,602              0.7 1 %             1. 17 %  
0.7 5 %
    
$1.000                     3.16 %          $ 59,583              0.7 1 %             3.05 %  
0.7 4 %
    
 
                

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81



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Appendix A—Legal Proceedings and
Additional Fee and Expense Information

    

On September 3, 2003, the New York Attorney General (“NYAG”) simultaneously filed and settled a complaint (the “Canary Complaint”) against Canary Capital Partners, LLC, et al. (collectively, “Canary ” ). The Canary Complaint alleged, among other things, that Canary had engaged in improper trading practices with certain mutual funds in One Group Mutual Funds (now known as the JPMorgan Trust II). Specifically, the NYAG alleged that Canary engaged in certain activities that it characterized as “ market timing ” and also “ late trading ” .

On June 29, 2004, JPMorgan Investment Advisors (formerly known as Banc One Investment Advisors) entered into agreements with the Securities and Exchange Commission (the “ SEC ” ) and the NYAG in resolu tion of investigations conducted by the SEC and the NYAG into market timing of certain Funds, possible late trading of certain Funds and related matters. In it s settlement with the SEC, JPMorgan Investment Advisors consented to the entry of an order by the SEC (the “ SEC Order ” ) instituting and settling administrative and cease-and desist proceedings against it. Under the terms of the SEC Order and the NYAG settlement agree ment, JPMorgan Investment advisors agreed to pay disgorgement of $10 million and a civil money penalty of $40 million for a total payment of $50 million, which will be distributed to certain current and former shareholders of the Funds as noted below. The settlement agreement with the NYAG also required JPMor gan Investment Advisors to reduce its management fee for certain Funds in the aggregate amount of approximately $8 million annually over five years commencing September 2004. In addition, JPMorgan Investment Advisors has agreed to and has commenced implementation of undertakings relating to, among other things, (i) governance changes designed to maintain the independence of the Board of Trustees and its chairman, and to ensure compliance with applicable federal securities laws, (ii) the retention of an inde pendent consultant to conduct a review of supervisory, compliance and other policies and procedures designed to prevent and detect, among other things, breaches of fiduciary duty, (iii) an agreement to cease-and-desist from violations of certain provisions of the Investment Advisers Act of 1940 (the “ Advisers Act ” ) and the Investment Company Act of 1940, as amended ( “ 1940 Act ” ), (iv) additional fee-related disclosure to investors and (v) the retention of a senior officer to assist the Board in monitoring compliance and review ing management fee arrangements.

Under the terms of the SEC Order and the N YAG settlement agreement, the $50 million payment by JPMor gan Investment Advisors has funded a pool established for distribution to affected shareholders of certain Funds. This pool will be distributed in accordance with a distribution plan currently being developed by an independent distribution consultant in consultation with JPMorgan Investment Advisors and acceptable to the Board’s independent trustees and the staff of the SEC. The distribution plan will provide for investors to receive, in order of priority, (i) their proportionate share of losses from market timing, and (ii) a proportion ate share of advisory fees paid by the Funds that suffered such losses during the period of such market tim ing. It is currently expected that such amounts will be paid in 2005. More specific information on the distribution plan will be communicated at a later date in an appropriate manner.

Mark A. Beeson, the former president and chief executive officer of One Group Mutual Funds and a former senior managing Director of JPMorgan Investment Advisors, was also named a respondent in the SEC Order and consented to its entry. As part of the settlement agreement with the SEC, Mr. Beeson agreed to, among other things, a civil money penalty and suspensions from association with any investment adviser or regis tered investment company. Mr. Beeson was not a party to the agreement with, nor was he sanctioned by, the NYAG.

The agreement with the SEC is reflected in the SEC Order, which states, among other things, that JPMorgan Investment Advisors and Mr. Beeson violated and/or aided and abetted and caused violations of the anti fraud provisions of the Advisers Act and the 1940 Act by, among other things, (i) allowing excessive short- term trading in certain of the Funds that was inconsistent with the terms of the Funds’ prospectus and that was potentially harmful to the Funds, (ii) failing to disclose to the Board or to shareholders, among other

JPMORGAN MONEY MARKET FUNDS


85



Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

things, the conflict of interest created by market timing arrangements, (iii) failing to charge redemption fees for redemptions by certain shareholders as required by the applicable prospectuses when other sharehold ers were charged the redemption fees, (iv) having no written procedures in place to prevent the nonpublic disclosure of Fund portfolio holdings and improperly providing confidential portfolio holdings to certain persons when others were not provided with or otherwise privy to the same information, and (v) causing certain Funds, without the knowledge of the Board, to participate in joint transactions raising a conflict of interest in violation of the 1940 Act. The settlement agreement with the NYAG contains statements consis tent with those described in the preceding sentence regarding the SEC Order. JPMorgan Investment Advi sors and Mr. Beeson neither admit nor deny the findings set forth in the SEC Order, and JPMorgan Investment Advisors neither admits nor denies the finds in its settlement agreement with the NYAG.

In addition to the matters involving the SEC and state Attorneys General, over 20 lawsuits have been filed by private plaintiffs in connection with these circumstances in various state and federal courts around the country. These actions have transferred to the United States District Court for the District of Maryland for coordinated or consolidated pretrial proceedings by the orders of the Judicial Panel on Multidistrict Litiga tion, a federal judicial body that assists in the administration of such actions. On September 29, 2004, the plaintiffs in these actions filed two consolidated amended complaints in these cases. One complaint was filed as a putative class action on behalf of investors who purchased, held or redeemed shares of the Funds during specified periods and the other was filed as a derivative action on behalf of One Group Mutual Funds and its series. The lawsuits generally relate to the same facts that were the subject of the SEC order and NYAG settlement discussed above.

On April 11, 2005, the West Virginia Attorney General filed a lawsuit against JPMorgan Investment Advisors, among others, in West Virginia state court. The complaint focuses on conduct characterized as market tim ing and primarily alleges violations of West Virginia state laws prohibiting unfair trade practices. The lawsuit has been conditionally transferred to the same Maryland court referred to above. Factual allegations in the West Virginia lawsuit are essentially the same as those in the NYAG agreement.

These actions name as defendants, among others, Banc One Investment Advisors, Bank One Corporation and JPMorgan Chase & Co. (the former and current corporate parent of JPMorgan Investment Advisors), the Distributor, One Group Services Company (the Funds’ former distributor), Banc One High Yield Partners, LLC (now known as JPMorgan High Yield Partners LLC) (the sub-adviser to JPMorgan High Yield Bond Fund and JPMorgan Core Plus Bond Fund), certain officers of One Group Mutual Funds and JPMorgan Investment Advisors and certain current and former Trustees. The putative class action lawsuit also names One Group Mutual Funds as a defendant. These two actions collectively allege, among other things, that various defen dants (i) violated various antifraud and other provisions of federal securities laws, (ii) breached their fidu ciary duties, (iii) unjustly enriched themselves, (iv) breached Fund-related contracts, and (v) conspired to commit unlawful acts. These complaints seek, among other things, compensatory damages, restitution, disgorgement of unjustly earned profits, punitive damages, removal of the Trustees, removal of the Fund’s investment advisers and the Distributor, rescission of the distribution and service plans adopted under Rule 12b-1 of the 1940 Act, and attorneys’ fees.

It is possible that these matters and/or related developments may result in increased Fund redemptions and reduced sales of Fund shares, which could result in increased costs and expenses or otherwise adversely affect the Funds.

The foregoing speaks only as of the date of this prospectus. Additional lawsuits presenting allegations and requests for relief arising out of or in connection with any of the foregoing matters may be filed against these and related parties in the future.

JPMORGAN MONEY MARKET FUNDS


86



PROSPECTUS DECEMBER  

2005

Annual and Cumulative Expense Examples

The settlement agreement with the NYAG requires BOIA to establish reduced “net management fee rates” for certain Funds (“Reduced Rate Funds”). “Net Management Fee Rates” means the percentage fee rates specified in contracts between BOIA and its affiliates and the Reduced Rate Funds, less waivers and reimbursements by BOIA and its affiliates, in effect as of June 30, 2004. The settlement agreement requires that the reduced Net Management Fee Rates must result in a reduction of $8 million annually based upon assets under management as of June 30, 2004, for a total reduction over five years of $40 million from that which would have been paid by the Reduced Rate Funds on the Net Management Fee Rates as of June 30, 2004. To the extent that BOIA and its affiliates have agreed as part of the settlement with the NYAG to waive or reimburse expenses of a Fund in connection with the settlement with the NYAG, those reduced Net Management Fee Rates are referred to as “Reduced Rates.” The Reduced Rates will remain in place at least through June 30, 2009. To the extent that a Reduced Rate Fund merges into another Fund, the Reduced Rate is required to carry forward and apply with respect to the acquiring Fund.

The Reduced Rate Funds are the JPMorgan Large Cap Value Fund, JPMorgan Equity Index Fund, the JPMorgan Equity Income Fund and the JPMorgan Government Bond Fund (each of which is currently a series of JPMorgan Trust II) and JPMorgan U.S. Equity Fund (the successor by merger to the One Group Diversified Equity Fund and a series of JPMorgan Trust I) are subject to a Reduced Rate. The Reduced Rate was implemented on September 27, 2004 and will remain in place at least through June 30, 2009.

The required reductions may be made in the form of fee waivers or expense reimbursements in connection with the advisory agreement, administration agreement or distribution agreement. Beginning February 19, 2005, such reductions may also or instead be made in connection with the shareholder servicing agreement or other service agreements with affiliates. To the extent that such reductions are made in connection with class specific expenses in a manner consistent with applicable law, the Reduced Rates may affect different share classes of the same Affected Fund to differing degrees.

The “Gross Expense Ratio” includes the contractual expenses that make up the Net Management Fee Rates, Rule 12b-1 distribution fees, fees paid to vendors not affiliated with JPMIM that provide services to the Funds and other fees and expenses of the Funds. The “Net Expense Ratio” is Gross Expenses less any fee waivers or expense reimbursements to achieve the Reduced Rates or other fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIM and/or its affiliates, as applicable. The affected Funds offered in this prospectus are not subject to a Reduced Rate.

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87



Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

Fund
         Class
     Net Expense
Ratio
     Gross Expense
Ratio
JPMorgan Prime Money Market Fund
              
Reserve
    
0. 70 %
    
— %
JPMorgan Liquid Assets Money Market Fund
              
Reserve
    
0. 70 %
    
0.75 %
JPMorgan U.S. Government Money Market Fund
              
Reserve
    
0. 70 %
    
0.73 %
JPMorgan U.S. Treasury Plus Money Market Fund
              
Reserve
    
0.70%
    
0.73 %
JPMorgan 100% U.S. Treasury Securities Money Market Fund
              
Reserve
    
0. 70 %
    
— %
JPMorgan Municipal Money Market Fund
              
Reserve
    
0.70%
    
0.73 %
JPMorgan Michigan Municipal Money Market Fund
              
Reserve
    
0.70%
    
0.78 %
JPMorgan Ohio Municipal Money Market Fund
              
Reserve
    
0.70%
    
0.78 %
 

A Fund’s annual return is reduced by its fees and expenses for that year. The examples below are intended to help you understand the annual and cumulative impact of the Fund’s fees and expenses on your investment through a hypothetical investment of $10,000 held for the next 10 years. The examples assume the following:

• 
  On December 1 , 2005, you invest $10,000 in the Fund and you will hold the shares for the entire 10 year period;

• 
  Your investment has a 5% return each year;

• 
  The Fund’s operating expenses remain at the levels discussed below and are not affected by increases or decreases in Fund assets over time;

• 
  At the time of purchase, any applicable initial sales charges (loads) are deducted; and

• 
  There is no sales charge (load) on reinvested dividends.

• 
  The annual costs are calculated using the Net Expense Ratios for the period through the expiration of any fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIM and/or its affiliates; and the Gross Expense Ratios thereafter.

“Annual Net Return” shows what effect the “Annual Costs” will have on the assumed 5% annual return for each year. “Gross Cumulative Return” shows what the cumulative return on your investment at the end of each fiscal year would be if Fund expenses are not deducted. “Net Cumulative Return” shows what the cumulative return on your investment at the end of each fiscal year would be assuming Fund expenses are deducted each year in the amount shown under “Annual Costs.”

JPMORGAN MONEY MARKET FUNDS


88



PROSPECTUS DECEMBER  

2005

Your actual costs may be higher or lower than those shown.


 
         JPMorgan Prime
Money Market Fund – Reserve Shares
    
Period Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                                                                                         
November 30, 2007
                                                                                         
November 30, 2008
                                                                                         
November 30, 2009
                                                                                         
November 30, 2010
                                                                                         
November 30, 2011
                                                                                         
November 30, 2012
                                                                                         
November 30, 2013
                                                                                         
November 30, 2014
                                                                                         
November 30, 2015
                                                                                         
 


 
         JPMorgan Liquid Assets
Money Market Fund – Reserve Shares

    
Period Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 72               5.00 %             4.30 %             4.66%   
November 30, 2007
                 $ 79               10.25 %             8.74 %             3.90%   
November 30, 2008
                 $ 83               15.76 %             13.36 %             4.25%   
November 30, 2009
                 $ 87               21.55 %             18.17 %             4.25%   
November 30, 2010
                 $ 91               27.63 %             23.20 %             4.25%   
November 30, 2011
                 $ 94               34.01 %             28.43 %             4.25%   
November 30, 2012
                 $ 98               40.71 %             33.89 %             4.25%   
November 30, 2013
                 $ 103               47.74 %             39.58 %             4.25%   
November 30, 2014
                 $ 107               55.13 %             45.51 %             4.25%   
November 30, 2015
                 $ 111               62.89 %             51.70 %             4.25%   
 


 
         JPMorgan U.S. Government
Money Market Fund – Reserve Shares
    
Pe riod Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
December 31, 2006
                 $ 72               5.00 %             4.30 %             4.66 %   
December 31, 2007
                 $ 77               10.25 %             8.75 %             3.91 %   
December 31, 2008
                 $ 81               15.76 %             13.40 %             4.27 %   
December 31, 2009
                 $ 85               21.55 %             18.24 %             4.27 %   
December 31, 2010
                 $ 88               27.63 %             23.29 %             4.27 %   
December 31, 2011
                 $ 92               34.01 %             28.55 %             4.27 %   
December 31, 2012
                 $ 96               40.71 %             34.04 %             4.27 %   
December 31, 2013
                 $ 100               47.74 %             39.77 %             4.27 %   
December 31, 2014
                 $ 104               55.13 %             45.74 %             4.27 %   
December 31, 2015
                 $ 109               62.89 %             51.9 6 %             4.27 %  
 

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89



Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED


 
         JPMorgan U.S. Treasury Plus
Money Market Fund – Reserve Shares
    
Period Ended

         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 72               5.00%              4.30 %             4.66 %  
November 30, 2007
                 $ 77               10.25%              8.75 %             3.91 %  
November 30, 2008
                 $ 81               15.76%              13.40 %             4.27 %  
November 30, 2009
                 $ 85               21.55%              18.24 %             4.27 %  
November 30, 2010
                 $ 88               27.63%              23.29 %             4.27 %  
November 30, 2011
                 $ 92               34.01%              28.55 %             4.27 %  
November 30, 2012
                 $ 96               40.71%              34.04 %             4.27 %  
November 30, 2013
                 $ 100               47.74%              39.77 %             4.27 %  
November 30, 2014
                 $ 104               55.13%              45.74 %             4.27 %  
November 30, 2015
                 $ 109               62.89%              51.96 %             4.27 %  
 

 
         JPMorgan 100% U.S. Treasury Securities
Money Market Fund – Reserve Shares
    
Period Ended

         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                                                                       
November 30, 2007
                                                                       
November 30, 2008
                                                                       
November 30, 2009
                                                                       
November 30, 2010
                                                                       
November 30, 2011
                                                                       
November 30, 2012
                                                                       
November 30, 2013
                                                                       
November 30, 2014
                                                                       
November 30, 2015
                                                                         
 


 
         JPMorgan Municipal
Money Market Fund – Reserve Shares
    
Pe riod Ended

         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 72               5.00%              4.30%              4.66%   
November 30, 2007
                 $ 77               10.25%              8.75%              3.91%   
November 30, 2008
                 $ 81               15.76%              13.40%              4.27%   
November 30, 2009
                 $ 85               21.55%              18.24%              4.27%   
November 30, 2010
                 $ 88               27.63%              23.29%              4.27%   
November 30, 2011
                 $ 92               34.01%              28.55%              4.27%   
November 30, 2012
                 $ 96               40.71%              34.04%              4.27%   
November 30, 2013
                 $ 100               47.74%              39.77%              4.27%   
November 30, 2014
                 $ 104               55.13%              45.74%              4.27%   
November 30, 2015
                 $ 109               62.89%              51.9 6%              4.27%   
 

JPMORGAN MONEY MARKET FUNDS


90



PROSPECTUS DECEMBER  

2005


 
         JPMorgan Michigan Municipal
Money Market Fund – Reserve Shares
    
Period Ended

         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 72               5.00%              4.30 %             4.66 %  
November 30, 2007
                 $ 82               10.25%              8.71 %             3.87 %  
November 30, 2008
                 $ 87               15.76%              13.29 %             4.22 %  
November 30, 2009
                 $ 90               21.55%              18.08 %             4.22 %  
November 30, 2010
                 $ 94               27.63%              23.06 %             4.22 %  
November 30, 2011
                 $ 98               34.01%              28.25 %             4.22 %  
November 30, 2012
                 $ 102               40.71%              33.66 %             4.22 %  
November 30, 2013
                 $ 106               47.74%              39.30 %             4.22 %  
November 30, 2014
                 $ 111               55.13%              45.18 %             4.22 %  
November 30, 2015
                 $ 116               62.89%              51.31 %             4.22 %  
 

 
         JPMorgan Ohio Municipal
Money Market Fund – Reserve Shares
    
Period Ended

         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30, 2006
                 $ 72               5.00%              4.30%              4.66%   
November 30, 2007
                 $ 82               10.25%              8.71%              3.87%   
November 30, 2008
                 $ 87               15.76%              13.29%              4.22%   
November 30, 2009
                 $ 90               21.55%              18.08%              4.22%   
November 30, 2010
                 $ 94               27.63%              23.06%              4.22%   
November 30, 2011
                 $ 98               34.01%              28.25%              4.22%   
November 30, 2012
                 $ 102               40.71%              33.66%              4.22%   
November 30, 2013
                 $ 106               47.74%              39.30%              4.22%   
November 30, 2014
                 $ 111               55.13%              45.18%              4.22%   
November 30, 2015
                 $ 116               62.89%              51.31%              4.22%   
 

JPMORGAN MONEY MARKET FUNDS


91



Privacy Policy

The JPMorgan Funds understand that protecting your financial privacy is just as important as protecting your financial assets. We are committed to the responsible use of information in order to provide you with the products and services you want, when and where you want them. This statement of our privacy policy is intended to help you understand the ways in which we gather, use and protect your financial information.

KEY DEFINITIONS

This Privacy Policy describes the way we treat nonpublic personal information that we may obtain from our customers or from consumers generally. Key terms used throughout this policy are:

• 
  Consumer — an individual who applies for or obtains a financial product or service from the JPMorgan Funds for personal, family or household purposes, including individuals who don’t have a continuing relationship with the JPMorgan Funds. Consumers include individuals who provide nonpublic personal information to our shareholder servicing representatives, but do not invest in the JPMorgan Funds.

• 
  Customer — a consumer who has a continuing relationship with the JPMorgan Funds through record ownership of fund shares.

• 
  Nonpublic personal information — any personally identifiable financial information about a consumer that is obtained by the JPMorgan Funds in connection with providing financial products and services to that consumer and which is not otherwise publicly available. A telephone directory listing is an example of public information.

COLLECTION OF NONPUBLIC PERSONAL INFORMATION

We collect information to service your account, to protect you from fraud, and to make available products and services that may be of interest to you. We collect nonpublic personal information about you from the following sources:

• 
  Information we receive from you on applications or other forms, on our website, or through other means;

• 
  Information we receive from you through transactions, correspondence and other communications with us; and

• 
  Information we otherwise obtain from you in connection with providing you a financial product or service.

INFORMATION SHARING WITH THIRD PARTY SERVICE PROVIDERS

We do not share any nonpublic personal information about our customers or former customers with anyone, except as required or permitted by law. This means we may disclose all of the information we collect, as described above, to companies who help us maintain and service accounts. For instance, we will share information with the transfer agent for the JPMorgan Funds. The transfer agent needs this information to process your purchase, redemption and exchange transactions and to update your account. In addition, we may share nonpublic personal information to protect against fraud, to respond to subpoenas, or as described in the following section.

INFORMATION SHARING WITH JOINT MARKETERS

We also may share the information described above in Collection of Nonpublic Personal Information with broker-dealers and other financial intermediaries that perform marketing services on our behalf and with which we have joint marketing agreements. However, we only provide information about you to that broker-dealer or financial intermediary from whom you purchased your Fund shares or who currently services your Fund account. In addition, our joint marketing agreements prohibit recipients of this information from disclosing or using the information for any purpose other than the purposes for which it is provided to them.

JPMORGAN DISTRIBUTION SERVICES, INC. (JPMDS)

In general, JPMDS, as distributor for the JPMorgan Funds, does not independently collect or retain nonpublic personal financial information relating to any past, present or prospective shareholders

This description of the JPMorgan Funds’ Privacy Policy is not part of the prospectus.





of the Funds. From time to time, the Funds or companies that provide services to the Funds may provide to JPMDS nonpublic personal financial information relating to shareholders or prospective shareholders as necessary for JPMDS to perform services for the Funds. In such circumstances, JPMDS adheres to the regulatory limitations on the use or disclosure of that information and its own obligations to the Funds to protect the security and confidentiality of the information.

CHILDREN’S ONLINE PRIVACY ACT DISCLOSURE

From our website, the JPMorgan Funds do not knowingly collect or use personal information from children under the age of 13 without obtaining verifiable consent from their parents. Should a child whom we know to be under 13 send personal information to us, we will only use that information to respond directly to that child, seek parental consent or provide parental notice. We are not responsible for the data collection and use practices of nonaffiliated third parties to which our website may link.

SPECIAL NOTICE TO CALIFORNIA CONSUMERS

The California Financial Information Privacy Act generally prohibits us from sharing nonpublic personal information about California consumers without notice and, in some instances, consent, unless such sharing is necessary to effect, administer, or enforce transactions authorized or instructed by you. Unless you direct or authorize otherwise, we only share information with service providers, including the broker-dealer or financial intermediary from whom you purchased your Fund shares or who currently services your Fund account. To the extent that your broker-dealer is also a joint marketer, we only share nonpublic personal information so that they may provide services in connection with your Fund shares.

SECURITY

For your protection, the JPMorgan Funds maintain security standards and procedures that we continually update to safeguard against unauthorized disclosure of information or access to information about you.

We restrict access to nonpublic personal information about you to those individuals who need to know that information to provide products and services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

THE JPMORGAN FUNDS’ PRIVACY COMMITMENT

The JPMorgan Funds are committed to protecting the privacy of our customers, but we understand that the best protection requires a partnership with you. We encourage you to find out how you can take steps to further protect your own privacy by visiting us online at www.jpmorganfunds.com.

This description of the JPMorgan Funds’ Privacy Policy is not part of the prospectus.



HOW TO REACH US

MORE INFORMATION

For investors who want more information on these Funds the following documents are available free upon request:

ANNUAL AND SEMI-ANNUAL REPORTS

Our annual and semi-annual reports contain more information about each Fund’s investments and performance. The annual report also includes details about the market conditions and investment strategies that had a significant effect on each Fund’s performance during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains more detailed information about the Funds and their policies. It is incorporated by reference into this prospectus. This means, by law, it is considered to be part of this prospectus.

You can get a free copy of these documents and other information, or ask us any questions, by calling us at 1-800-480-4111 or writing to:

JPMorgan Funds Services
P.O. Box 8528
Boston, MA 02266-8528

If you buy your shares through a Financial Intermediary, you should contact that Financial Intermediary directly for more information. You can also find information online at www.jpmorganfunds.com.

You can write or e-mail the SEC’s Public Reference Room and ask them to mail you information about the Funds, including the SAI. They will charge you a copying fee for this service. You can also visit the Public Reference Room and copy the documents while you are there.

Public Reference Room of the SEC
Washington, DC 20549-0102
1-202-942-8090
E-mail: publicinfo@sec.gov

Reports, a copy of the SAI and other information about the Funds are also available on the SEC’s website at http://www.sec.gov.

Investment Company Act File Nos.
JPMorgan Trust I
JPMorgan Trust II

 

 
811-21295
811-4236


©JPMorgan Chase & Co. All Rights Reserved. December 2005.

PR-MMR-1205




PROSPECTUS DECEMBER   , 2005

JPMorgan

Money Market

Funds

Cash Management Shares

Prime Money Market Fund

The Securities and Exchange Commission has
not approved or disapproved of these securities
or determined if this prospectus is truthful or
complete. Any representation to the contrary is
a criminal offense.





CONTENTS

Prime Money Market Fund
                    1   
The Funds’ Management and Administration
                    7   
How Your Account Works
                    9   
Buying Fund Shares
                    9   
Selling Fund Shares
                    11   
Other Information Concerning the Funds
                    11   
Shareholder Information
                    13   
Distributions and Taxes
                    13   
Availability of Proxy Voting Record
                    13   
Portfolio Holdings Disclosure
                    13   
What the Terms Mean
                    14   
Financial Highlights
                    16   
Appendix A—Legal Proceeding s and Additional Fee and Expense Information
                    18   
How To Reach Us
                    Back cover    
 


JPMorgan
    Prime Money Market Fund

The Fund’s Objective

The Fund aims to provide the highest possible level of current income while still maintaining liquidity and preserving capital.

The Fund’s Main Investment Strategy

The Fund invests in high quality, short-term money market instruments which are issued and payable in U.S. dollars. The Fund principally invests in:

• 
  high quality commercial paper and other short-term debt securities, including floating and variable rate demand notes of U.S. and foreign corporations

• 
  debt securities issued or guaranteed by qualified U.S. and foreign banks, including certificates of deposit, time deposits and other short-term securities

• 
  securities issued or guaranteed by the U.S. government, its agencies or instrumentalities

• 
  asset-backed securities

• 
  repurchase agreements and reverse repurchase agreements

• 
  taxable municipal obligations

• 
  funding agreements issued by banks and highly rated U.S. insurance companies, such as Guaranteed Investment Contracts (GICs) and Bank Investment Contracts (BICs).

The Fund is a money market fund managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. Within these requirements, the Fund is managed in the following manner:

• 
  The Fund seeks to maintain a net asset value of $1.00 per share.

• 
  The dollar-weighted average maturity of the Fund will generally be 60 days or less.

• 
  The Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7.

• 
  The Fund invests only in U.S. dollar-denominated securities.

• 
  The Fund will only buy securities that present minimal credit risk. These securities will:

• 
  have the highest possible short-term rating from at least two nationally recognized statistical rating organizations, or one such rating if only one organization rates that security;

• 
  have an additional third-party guarantee in order to meet the rating requirements; or

• 
  be considered of comparable quality by J.P. Morgan Investment Management Inc. (JPMIM), the Fund’s adviser, if the security is not rated.

The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change.

The Fund will concentrate its investments in the banking industry. Therefore, under normal conditions, the Fund will invest at least 25% of its total assets in securities issued by companies in the banking industry. The Fund may, however invest less than 25% of its total assets in this industry if warranted due to adverse economic conditions and if investing less than 25% appears to be in the best interest of shareholders.

The Fund’s adviser, JPMIM, seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies (including its investment objective) without shareholder approval.

The Fund is diversified as defined in the Investment Company Act of 1940.
    

JPMORGAN MONEY MARKET FUNDS


1



JPMorgan
    Prime Money Market Fund

CONTINUED

BEFORE YOU INVEST

Investors considering the Fund should understand that:

• 
  There is no assurance that the Fund will meet its investment objective.
• 
  The Fund does not represent a complete investment program.


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. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund.

Advisory Risk.  The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  The yield paid by the Fund will increase or decrease with changes in short-term interest rates although the Fund is generally less sensitive to interest rate changes than longer-term securities are.

Credit Risk.  The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation, and as a result the value of your investment could decline. The price and liquidity of a security can also be adversely affected as credit status deteriorates and the probability of default rises. The Fund minimizes credit risk by investing only in high-quality obligations and limiting the maturity of its investments.

Prepayment Risk.  The issuers of mortgage-backed and asset-backed securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of these securities. When obligations are prepaid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Government Securities Risk.  The Fund may hold the indebtedness of certain issuers identified with the U.S. government, including the well-known Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), which is not entitled to the full faith and credit of the United States. These securities are supported only by their own credit and are subject to the risk of default in the payment of interest and/or principal, like the indebtedness of private issuers.

Concentration Risk.  Because the Fund will invest a significant portion of its assets in securities of companies in the banking industry, developments affecting the banking industry will have a disproportionate impact on the Fund. These risks generally include interest rate risk, credit risk and risk associated with regulatory changes in the banking industry. The profitability of banks depends largely on the availability and cost of funds, which can change depending on economic conditions.

Foreign Securities Risk.  Investments in foreign securities may be riskier than investments in U.S. securities. Foreign securities may be affected by political, social and economic instability and may be subject to higher transaction costs and delayed settlement. There may also be less public information available about such securities.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis.

Risk Associated with the Fund Holding Cash. Although the Fund seeks to be fully invested, it may at times hold some of its assets in cash, which may hurt the Fund’s performance.

JPMORGAN MONEY MARKET FUNDS


2



PROSPECTUS DECEMBER  

2005

Temporary Defensive Positions.  If the Fund departs from its investment policies during temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

• 
  want an investment that strives to preserve capital
• 
  want regular income from a high quality portfolio
• 
  want a highly liquid investment
• 
  are looking for an interim investment
• 
  are pursuing a short-term goal


The Fund is not designed for investors who:

• 
  are investing for long-term growth
• 
  are investing for high income
• 
  require the added security of FDIC insurance

JPMORGAN MONEY MARKET FUNDS


3



JPMorgan
    Prime Money Market Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows how the performance of the Fund’s Cash Management Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call your Financial Intermediary . Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

The calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Fund have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than those shown.

YEAR-BY-YEAR RETURNS1,2


BEST QUARTER 3rd quarter, 2000
                    1. 39 %  
WORST QUARTER 4th quarter, 2003
                    0. 04 %  
1st quarter, 2004
                         
2nd quarter, 2004
                         
 

The Fund’s year-to-date total return as of 9/30/05 was     %.

1
  The Fund’s fiscal year end is 8/31.

2
  The performance for the period before Cash Management Shares were launched on 9/10/01 and the performance in the bar chart prior to 1/1/02 are based on the performance of Morgan Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not offered in this prospectus. During this period, the actual returns of Cash Management Shares would have been lower than shown because Cash Management Shares have higher expenses than Morgan Shares.

JPMORGAN MONEY MARKET FUNDS


4



PROSPECTUS DECEMBER  

2005

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 2004




   
PAST 1 YEAR
   
PAST 5 YEARS
   
PAST 10 YEARS
Cash Management Shares1
                    0.48              2. 26              3.39   
 
1
  The performance for the period before Cash Management Shares were launched on 9/10/01 is based on the performance of Morgan Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not offered in this prospectus. During this period, the actual returns of Cash Management Shares would have been lower than shown because Cash Management Shares have higher expenses than Morgan Shares.

Investor Expenses for Cash Management Shares

The expenses of the Institutional Class Shares before and after reimbursement are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM CASH MANAGEMENT SHARES ASSETS)

Management Fees
                    0.08   
Distribution (Rule 12b-1) Fees
                    0.50   
Shareholder Service Fees
                    0. 3 0   
Other Expenses1
                         
Total Annual Operating Expenses
                         
Fee Waiver and Expense Reimbursements2
                         
Net Expenses2
                    0. 96   
 
1
  “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year, except that these expenses are restated to reflect several new fee arrangements with fund service providers which were implemented during the last fiscal year , but which were not in place for the entire fiscal year .

2
  Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the distributor agree that they will waive fees or reimburse the Fund to the extent total annual operating expenses of the Cash Management Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 0. 96 % of its average daily net assets from 2/19/05 through 12/31/06. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

JPMORGAN MONEY MARKET FUNDS


5



JPMorgan
    Prime Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Cash Management Shares with the cost of investing in other mutual funds. The example assumes:

• 
  $10,000 initial investment,

• 
  5% return each year, and

• 
  net expenses through 12/31/06 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Cash Management Shares and your actual costs may be higher or lower.
    

    




   
1 YEAR
   
3 YEARS
   
5 YEARS
   
10 YEARS
YOUR COST ($)
(with or without redemption)
                                                                         
 

JPMORGAN MONEY MARKET FUNDS


6



The Funds’ Management and Administration

The Fund is a series of JPMorgan Trust I (JPMTI), a Delaware statutory trust .

The trustees of JPMTI are responsible for overseeing all business activities.

T he Fund operates in a multiple class structure. A multiple class fund is an open-end investment company that issues two or more classes of shares representing interests in the same investment portfolio.

Each class in a multiple class fund can set its own transaction minimums and may vary with respect to expenses for distribution, administration and shareholder services. This means that one class could offer access to the Fund on different terms, and thus would experience different performance, than another class. Certain classes may be more appropriate for a particular investor.

The Fund may also issue other classes of shares that have different expense levels and performance and different requirements for who may invest. Call 1-800- 480 - 4111 to obtain more information concerning the Fund ’ s other share classes. A Financial Intermediary (as described below) who receives compensation for selling Fund shares may receive a different amount of compensation for sales of different classes of shares.

The Funds’ Investment Adviser

JPMIM act s as investment adviser to the Fund and makes day-to-day investment decisions for the Fund .

JPMIM is a wholly-owned subsidiary of J.P. Morgan Fleming Asset Management Holdings, Inc., which is a wholly-owned subsidiary of JPMorgan Chase & Co. (JPMorgan Chase), a bank holding company.

During the most recent fiscal year ended 8/31/05, JPMIM was paid management fees (net of waivers, if any), as shown below, as a percentage of average daily net assets:

FUND
 
         %
 
Prime Money Market Fund
              
 
 

Effective 2/19/05, the management fees for the Fund was 0.08%.

A discussion of the basis the Board of Trustees of JPMTI used in reapproving the investment advisory for the JPMTI Funds is available in the annual report for the year ended August 31, 2005.

The Funds’ Administrator

JPMorgan Funds Management, Inc. (the Administrator) provides administrative services and oversees the Fund’s other service providers. The Administrator receives a pro-rata portion of the following annual fee on behalf of the Fund for administrative services: 0.10% of the first $100 billion of average daily net assets of all money market funds in the JPMorgan Funds Complex and 0.05% of average daily net assets over $100 billion.

The Funds’ Shareholder Servicing Agent

The Trust, on behalf of the Fund, has entered into a shareholder servicing agreement with JPMorgan Distribution Services, Inc. (JPMDS) under which JPMDS has agreed to provide certain support services to the Fund’ s shareholders. For performing these services, JPMDS, as shareholder servicing agent, receives an annual fee of 0.10% of the average daily net assets of Institutional Class Shares of the Fund. JPMDS may enter into service agreements with Financial Intermediaries under which it will pay all or a portion of the 0.10% annual fees to such entities for performing shareholder and administrative services.

The Funds’ Distributor

JPMDS (the Distributor) is the distributor for the Fund. The Distributor is an affiliate of JPMIM and the Administrator.

The Fund has adopted a Rule 12b-1 distribution plan under which it pays annual distribution fees of up to 0.50% of the average daily net assets attributable to Cash Management Shares.

JPMORGAN MONEY MARKET FUNDS


7



The Funds’ Management and Administration

CONTINUED

Rule 12b-1 fees are paid by the Fund to the Distributor as compensation for its services and expenses in connection with the sale and distribution of Fund shares. The Distributor in turn pays all or part of these Rule 12b-1 fees to Financial Intermediaries that have agreements with the Distributor to sell shares of the Fund. The Distribu tor may pay Rule 12b-1 fees to its affiliates. Payments are not tied to the amount of actual expenses incurred.

Because Rule 12b-1 expenses are paid out of the Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than other types of sales charges.

Additional Compensation to Financial Intermediaries

JPMIM, JPMDS and, from time to time, other affiliates of JPMorgan Chase may, at their own expense and out of their own legitimate profits, provide additional cash payments to Financial Intermediaries who sell shares of the JPMorgan Funds. For this purpose, Financial Intermediaries include financial advisors, investment advisers, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others, including various affiliates of JPMorgan Chase, that have entered into agreements with the Distributor. These additional cash payments are payments over and above the shareholder servicing fees which are disclosed elsewhere in this prospectus. These additional cash payments are generally made to Financial Intermediaries that provide shareholder or administrative services or marketing support. Marketing support may include access to sales meetings, sales representatives and Financial Intermediary management representatives, inclusion of the JPMorgan Funds on a sales list, including a preferred or select sales list, or other sales programs. These additional cash payments also may be made as an expense reimbursement in cases where the Financial Intermediary provides shareholder services to JPMorgan Fund shareholders. JPMIM and JPMDS may also pay cash compensation in the form of finders’ fees that vary depending on the JPMorgan Fund and the dollar amount of shares sold.

JPMORGAN MONEY MARKET FUNDS


8



How Your Account Works

BUYING FUND SHARES

You do not pay any sales charge (sometimes called a load) when you buy Cash Management Shares of the Fund.

The price you pay for your shares is the net asset value (NAV) per share of the class. NAV is the value of everything a class of the Fund owns, minus everything the class owes, divided by the number of shares of that class held by investors. The Fund seek s to maintain a stable NAV per share of $1.00. The Fund uses the amortized cost method to value its portfolio of securities. This method provides more stability in valuations. However, it may also result in periods during which the stated value of a security is different than the price the Fund would receive if it sold the investment.

The NAV of each class of shares is generally calculated as of the cut-off time each day the Fund is accepting orders. You will pay the next NAV per share calculated after the JPMorgan Funds Service s accepts your order.

Cash Management Shares may be purchased by Financial Intermediaries (see below) that are paid to assist investors in establishing accounts, executing transaction s and monitoring their investment.

You may purchase Fund shares through your Financial Intermediary. Financial Intermediaries may include financial advisors, investment advisers, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others, including various affiliates of JPMorgan Chase, that have entered into agreements with JPMDS as Distributor and/or shareholder servicing agent. Shares purchased this way will typically be held for you by the Financial Intermediary.

Shares are available on any business day that the Federal Reserve Bank of New York (Federal Reserve) and the New York Stock Exchange (NYSE) are open, except the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day.

The Fund may close earlier a few days each year when the Bond Market Association recommends that the securities markets close trading early.

On occasion, the NYSE closes before 4:00 p.m. Eastern Time (ET). When the NYSE closes before the Fund’s cut-off time, purchase orders accepted by the Fund after the NYSE closes will be effective the following business day. The Fund, however, may elect to remain open following an early close of the NYSE or to open on days when the Federal Reserve is open and the NYSE is closed. If your purchase order is accepted by the Fund before the Fund’s close on a day when the NYSE closes early but the Fund remains open, or on a day when the Fund is open but the NYSE is not, it will be effective the same business day. Purchase orders accepted after the Fund closes will be effective the following business day.

If the Fund accepts your order by the Fund’s cut-off time listed below, we will process your purchase order at that day’s price and you will be entitled to all dividends declared on that day. If the Fund accepts your purchase order after the cut-off time, we will process it at the next day’s price.

Share ownership is electronically recorded, therefore no certificates will be issued.

Your Financial Intermediary will be responsible for transmitting your purchase order to the Fund by the Fund’s cut-off time. Your Financial Intermediary may have an earlier cut-off time for purchase orders.

In addition, your Financial Intermediary may be closed at times when the Fund is open (for example, when the NYSE is closed and the Fund elects to remain open).

Normally, the Fund ’ s cut-off time is 5:00 P.M. ET.

The Fund must receive “federal funds” before the Fund’s cut-off time shown above (unless the Fund closes early, in which case federal funds must be received by the Fund’s close). If the Fund does not receive federal funds by its cut-off time, your order may not be effective until the next business day on which federal funds are timely received by the

JPMORGAN MONEY MARKET FUNDS


9



How Your Account Works

CONTINUED


Fund. If you pay by check before the cut-off time, we will generally process your order the next business day the Fund is open for business.

The Fund ha s the right to refuse any purchase order or to stop offering shares for sale at any time.

Minimum Investments

Cash Management Shares are subject to a $10,000,000 minimum investment requirement. There are no minimum levels for subsequent purchases.

Investment minimums may be waived for certain types of retirement accounts (e.g., 401( k ), 403(b) and S I MPLE IRA as well as for certain wrap fee accounts. The Fund reserve s the right to waive any investment minimum. For further information on investment minimum waivers, call 1-800-766-7722.

General

The JPMorgan money market funds (including the Fund in this prospectus) are intended for short-term investment horizons, and do not monitor for market timers or prohibit short-term trading activity. Although th is Fund is managed in a manner that is consistent with its investment objectives, frequent trading by shareholders may disrupt its management and increase its expenses.

[ Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. When you open an account, we will ask for your name, residential or business street address, date of birth (for an individual) and other information that will allow us to identify you, including your social security number, tax identification number or other identifying number. The Fund cannot waive these requirements. The Fund is required by law to reject your Account Application if the required identifying information is not provided.

We will attempt to collect any missing information required on the Account Application by contacting either you or your Financial Intermediary. If we cannot obtain this information within the established time frame, your Account Application will be rejected. Amounts received prior to receipt of the required information will be held uninvested and will be returned to you without interest if your Account Application is rejected. If the required information is obtained, your investment will be accepted and you will pay the NAV per share next calculated after all of the required information is received.

Once we have received all of the required information, federal law requires us to verify your identity. After an account is opened, we may restrict your ability to purchase additional shares until your identity is verified. If we are unable to verify your identity within a reasonable time, the Fund reserve s the right to close your account at the current day’s NAV per share. If your account is closed for this reason, your shares will be redeemed at the NAV per share next calculated after the account is closed. ]

You can buy shares:

Through Your Financial Intermediary

Tell your Financial Intermediary you want to buy Fund shares and they will contact us. Your Financial Intermediary may charge you a fee and may offer additional services, such as special purchase and redemption programs, “sweep” programs, cash advances and redemption checks. Some Financial Intermediaries charge a single fee that covers all services.

The Fund must accept your order from your Financial Intermediary by the Fund’s cut-off time in order for us to process your purchase order at that day’s price. Your Financial Intermediary may impose different minimum investments and earlier cut-off times.

Your Financial Intermediary may be paid by JPMDS to assist you in establishing your account, executing transactions and monitoring your investment. Financial Intermediaries may provide the following services in connection with their customers’ investments in the Fund:

• 
  Acting directly or through an agent, as the sole shareholder of record

• 
  Maintaining account records for customers

JPMORGAN MONEY MARKET FUNDS


10



PROSPECTUS DECEMBER  

2005

• 
  Processing orders to purchase, redeem or exchange shares for customers

• 
  Responding to inquiries from shareholders

• 
  Assisting customers with investment procedures.

SELLING FUND SHARES

You can sell your shares on any day that the Fund is accepting purchase orders. You will receive the next NAV per share calculated after the Fund accepts your order.

We will need the names of the registered shareholders, your account number and other information before we can sell your shares.

Under normal circumstances, if the Fund accepts your order before the Fund’s cut-off time, the Fund will make available to you the proceeds that same business day by wire. Otherwise, except as permitted by the federal securities laws, your redemption proceeds will be paid within one day after acceptance of the redemption order.

If you have changed your address of record within the previous 30 days, the Fund will not mail your proceeds, but rather will wire them or send them by ACH to a pre-existing bank account on record with the Fund.

The Fund may hold proceeds for shares purchased by ACH or check until the purchase amount has been collected, which may be as long as five business days.

[ You may also need to have medallion signature guarantees for all registered owners or their legal representatives if:

• 
  You want to redeem shares with a value of $50,000 or more and you want to receive your proceeds in the form of a check; or

• 
  You want your payment sent to an address, bank account or payee other than the one currently designated on your Fund account. ]

Contact JPMorgan Funds Service s for more details.

You can sell your shares:

Through Your Financial Intermediary

Tell your Financial Intermediary you want to sell Fund shares . The Fund must accept your order from your Financial Intermediary by the Fund’s cut-off time in order for us to process your order at that day’s price. Your Financial Intermediary will send the necessary documents to the JPMorgan Funds Service s . Your Financial Intermediary may charge you for this service.

Your Financial Intermediary may have an earlier cut-off time for redemption orders.

Redemptions-In-Kind

Generally, all redemptions will be for cash. However, if you redeem shares worth $250,000 or more, the Fund reserves the right to pay part or all of your redemption proceeds in readily marketable securities instead of cash. If payment is made in securities, the Fund will value the securities selected in the same manner in which it computes its NAV. This process minimizes the effect of large redemptions on the Fund and its remaining shareholders.

OTHER INFORMATION CONCERNING THE FUND

The Fund use s reasonable procedures to confirm that instructions given by telephone are genuine. These procedures include recording telephone instructions and asking for personal identification. If these procedures are followed, the Fund will not be responsible for any loss, liability, cost or expense of acting upon unauthorized or fraudulent instructions; you bear the risk of loss.

[ Due to the relatively high cost of maintaining small accounts, if your account value falls below the Fund’ s minimum investment requirement, the Fund reserve s the right to redeem all of the remaining shares in your account and close your account or charge an annual sub-minimum account fee of $10 per Fund. Before either of these actions is taken, you will be given 60 days’ advance written notice in order to provide you with time to increase your account balance to the required minimum, by purchasing sufficient shares, in accordance with the terms of this prospectus. Accounts participating in a qualifying

JPMORGAN MONEY MARKET FUNDS


11



How Your Account Works

CONTINUED


Systematic Investment Plan will not be subject to redemption or the imposition of the $10 fee as long as the systematic payments to be made will increase the account value above the required minimum balance within one year of the establishment of the account. ]

The Fund may suspend your ability to redeem or postpone payment for more than one day when:

1. 
  Trading on the NYSE is restricted;

2. 
  The NYSE is closed (other than weekend and holiday closings);

3. 
  Federal securities laws permit;

4. 
  The SEC has permitted a suspension; or

5. 
  An emergency exists, as determined by the SEC.

See “Purchases, Redemptions and Exchanges” in the Statement of Additional Information for more details about this process.

    

JPMORGAN MONEY MARKET FUNDS


12



Shareholder Information

DISTRIBUTIONS AND TAXES

The Fund can earn income and can realize capital gain. The Fund deduct s any expenses and then pay out these earnings to shareholders as distributions.

The Fund declare s dividends daily, so your shares can start earning dividends on the day you buy them. The Fund distribute s the dividends monthly in the form of additional shares, unless you tell us that you want distributions in cash or as a deposit in a pre-assigned bank account. The taxation of dividends will not be affected by the form in which you receive them. The Fund distribute s any short-term capital gain at least annually. The Fund do es not expect to realize long-term capital gain.

Dividends of net investment income will generally be taxable as ordinary income at the federal, state and local levels.

Dividends of interest earned on bonds issued by the U.S. government and its agencies may also be exempt from some types of state and local taxes. It is unlikely that dividends from the Fund will qualify to any significant extent for the reduced 15% tax rate applicable to qualified dividend income.

If you receive distributions of net capital gain, the tax rate will be based on how long the Fund held a particular asset, not on how long you have owned your shares. The Fund expect s substantially all of their distributions of net capital gain to be attributable to short-term capital gain which is taxed at rates applicable to ordinary income.

The Funds’ investments in certain debt obligations may cause a Fund to recognize taxable income in excess of the cash generated by such obligations. Thus, a Fund could be required to at times to liquidate other investments in order to satisfy distribution requirements.

The dates on which dividends and capital gains will be distributed for calendar year [ 2005 ] will be available online at www.jpmorganfunds.com.

Early in each calendar year, the Fund will send you a notice showing the amount of distributions you received in the preceding year and the tax status of those distributions.

Any gain resulting from the sale or exchange of your shares will generally be subject to tax.

Any investor for whom the Fund does not have a valid Taxpayer Identification Number may be subject to backup withholding.

The tax considerations described in this section do not apply to tax-deferred accounts or other non-taxable entities.

The above is a general summary of the tax implications of investing in the Funds. Because each investor’s tax consequences are unique, please consult your tax advisor to see how investing in the Funds will affect your own tax situation.

AVAILABILITY OF PROXY VOTING RECORD

The Trustees have delegated the authority to vote proxies for securities owned by the Fund to JPMIM. A copy of the Fund’s voting record for the most recent 12-month period ended June 30 is available on the SEC’s website at www.sec.gov or on the Fund’s website at www.jpmorganfunds.com no later than August 31 of each year. The Fund’s proxy voting record will include, among other things, a brief description of the matter voted on for each portfolio security, and will state how each vote was cast, for example, for or against the proposal.

PORTFOLIO HOLDINGS DISCLOSURE

Each business day, the Fund will make available upon request an uncertified complete schedule of its portfolio holdings as of the prior business day. Not later than 60 days after the end of each fiscal quarter, the Fund will make available a certified complete schedule of its portfolio holdings as of the last day of that quarter. In addition to providing hard copies upon request, the Fund will post these quarterly schedules on the Fund’ s website at www.jpmorganfunds.com and on the SEC’s website at www.sec.gov.

Shareholders may request portfolio holdings schedules at no charge by calling 1-800- 480 - 4111 .

A description of the Fund’ s policies and proce dures with respect to the disclosure of the Fund’ s portfolio holdings is available in the Statement of Additional Information.

JPMORGAN MONEY MARKET FUNDS


13



What the Terms Mean

Asset-backed securities: Interests in a stream of payments from specific assets, such as auto or credit card receivables.

Commercial paper: Short-term securities with maturities of 1 to 270 days which are issued by banks, corporations and others.

Demand notes: A debt security with no set maturity date. The investor can generally demand payment of the principal at any time.

Distribution fee: Covers the cost of the distribution system used to sell shares to the public.

Dollar weighted average maturity: The average maturity of the Fund is the average amount of time until the organizations that issued the debt securities in the Fund’s portfolio must pay off the principal amount of the debt. “Dollar weighted” means the larger the dollar value of debt security in the Fund, the more weight it gets in calculating this average.

Floating rate securities: Securities whose interest rates adjust automatically whenever a particular interest rate changes.

Liquidity: Liquidity is the ability to easily convert investments into cash without losing a significant amount of money in the process.

Management fee: A fee paid to the investment adviser to manage the Fund and make decisions about buying and selling the Fund’s investments.

Municipal lease obligations: These provide participation in municipal lease agreements and installment purchase contracts, but are not part of general obligations of the municipality.

Municipal obligations: Debt securities issued by or on behalf of states, territories and possessions or by their agencies or other groups with authority to act for them. For securities to qualify as municipal obligations, the municipality’s lawyers must give an opinion that the interest on them is not considered gross income for federal income tax purposes.

Other expenses: Miscellaneous items, including transfer agency, administration, custody and registration fees.

Qualified banks: (i) U.S. banks with more than $1 billion in total assets, and foreign branches of these banks; or (ii) foreign banks with the equivalent of more than $1 billion in total assets and which have branches or agencies in the U.S. or (iii) other U.S. or foreign commercial banks which the Fund’s adviser judges to have comparable credit standing.

Repurchase agreements: A special type of a short-term investment. A dealer sells securities to a Fund and agrees to buy them back later for a set price. This set price includes interest. In effect, the dealer is borrowing the Fund’s money for a short time, using the securities as collateral.

Reverse repurchase agreements: Contract whereby the Fund sells a security and agrees to repurchase it from the buyer on a particular date and at a specific price. Considered a form of borrowing.

Shareholder service fee: A fee to cover the cost of paying Financial Intermediaries to provide certain support services for your account.

U.S. government securities: Debt instruments (Treasury bills, notes, and bonds) guaranteed by the U.S. government for the timely payment of principal and interest.

Variable rate securities: Securities whose interest rates are periodically adjusted.

JPMORGAN MONEY MARKET FUNDS


14



This Page Intentionally Left Blank.



FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand each Fund’s financial performance for the past one through five fiscal years or periods, as applicable. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in a Fund (assuming reinvestment of all dividends and distributions). This information has been audited by PricewaterhouseCoopers LLP, whose reports, along with each Fund’s financial statements, are included in the Fund’s annual report, which is available upon request.

JPMorgan Prime Money Market Fund


 
         Per share operating performance:
    

 
        
 
     Income from investment operations:
    
 
    

 
         Net asset
value,
beginning
of period
 
     Net
investment
income
 
     Less dividends
from net
investment
income
 
     Net asset
value,
end of period
 
     Total
Return
 
( b )
 
C ASH MANAGEMENT SHARES
                                                                                       
Year Ended 8/31/0 5
                                                                                             
Year Ended 8/31/04
                 $ 1.00         $ —†             $ —†               $ 1.00              0.2 1 %  
Year Ended 8/31/03
                 $ 1.00         $ 0.01         $ 0.01             $ 1.00              0.5 0 %  
9/10/01** Ended 8/31/02
                 $ 1.00         $ 0.01         $ 0.01           $ 1.00              1. 2 5 %  
 
**
  Commencement of offering of class of shares.

  Amount rounds to less than $.005.

(a)
  Short periods have been annualized.

(b)
  Not annualized for periods less than one year.

JPMORGAN MONEY MARKET FUNDS


16



FINANCIAL HIGHLIGHTS

   

Ratios/Supplemental Data:
 

 
         Ratios to average net assets: (a)
    
Net assets,
end of period
(millions)
 
         Net
expenses
 
     Net
investment
income
 
     Expenses
without waivers
and earnings credits
 
     Net investment
income
without waivers
and earnings credits
 
 
                                                                       
 
                                                                       
$8 5
                    0 . 9 6 %             0. 2 1 %             0 . 99 %             0.1 8 %  
$ 544
                    0 . 95 %             0. 48 %             0 . 96 %             0. 47 %  
$ 282
                    0 . 96 %             1.1 7 %             0 . 99 %             1. 14 %  
 

JPMORGAN MONEY MARKET FUNDS


17



Appendix A—Legal Proceedings and
Additional Fee and Expense Information

[To be Updated after confirmation with Team]
    

LEGAL PROCEEDINGS AND ADDITIONAL FEE AND EXPENSE INFORMATION AFFECTING FUNDS THAT ACQUIRED ASSETS FROM A FORMER SERIES OF ONE GROUP MUTUAL FUNDS

On September 3, 2003, the New York Attorney General (“NYAG”) simultaneously filed and settled a complaint (the “Canary Complaint”) against Canary Capital Partners, LLC, et al. (collectively, “Canary ” ). The Canary Complaint alleged, among other things, that Canary had engaged in improper trading practices with certain mutual funds in One Group Mutual Funds (now known as the JPMorgan Trust II). Specifically, the NYAG alleged that Canary engaged in certain activities that it characterized as “ market timing ” and also “ late trading ” .

On June 29, 2004, JPMorgan Investment Advisors (formerly known as Banc One Investment Advisors) entered into agreements with the Securities and Exchange Commission (the “ SEC ” ) and the NYAG in resolution of investigations conducted by the SEC and the NYAG into market timing of cer tain Funds, possible late trading of certain Funds and related matters. In it s settlement with the SEC, JPMorgan Investment Advisors consented to the entry of an order by the SEC (the “ SEC Order ” ) instituting and settling administrative and cease-and desist proceed ings against it. Under the terms of the SEC Order and the NYAG settlement agreement, JPMorgan Investment advisors agreed to pay disgorgement of $10 million and a civil money penalty of $40 million for a total payment of $50 million, which will be distributed to certain current and former shareholders of the Funds as noted below. The settlement agreement with the NYAG also required JPMorgan Investment Advisors to reduce its manage ment fee for certain Funds in the aggregate amount of approximately $8 million annually over five years commencing September 2004. In addition, JPMorgan Investment Advi sors has agreed to and has commenced implementation of undertakings relating to, among other things, (i) governance changes designed to maintain the independence of the Board of Trustees and its chairman, and to ensure compliance with applicable federal securities laws, (ii) the retention of an inde pendent consultant to conduct a review of supervisory, compliance and other policies and procedures designed to prevent and detect, among other things, breaches of fidu ciary duty, (iii) an agreement to cease-and-desist from violations of certain provisions of the Investment Advisers Act of 1940 (the “ Advisers Act ” ) and the Investment Company Act of 1940, as amended ( “ 1940 Act ” ), (iv) additional fee-related disclosure to investors and (v) the retention of a senior officer to assist the Board in monitoring compliance and reviewing management fee arrange ments.

Under the terms of the SEC Order and the N YAG settlement agreement, the $50 million payment by JPMorgan Investment Advisors has funded a pool established for distribution to affected shareholders of certain Funds. This pool will be distributed in accordance with a distribution plan currently being devel oped by an independent distribution consult ant in consultation with JPMorgan Investment Advisors and acceptable to the Board’s inde pendent trustees and the staff of the SEC. The distribution plan will provide for investors to receive, in order of priority, (i) their propor tionate share of losses from market timing, and (ii) a proportionate share of advisory fees paid by the Funds that suffered such losses during the period of such market timing. It is currently expected that such amounts will be paid in 2005. More specific information on the distribution plan will be communicated at a later date in an appropriate manner.

Mark A. Beeson, the former president and chief executive officer of One Group Mutual Funds and a former senior managing Director of JPMorgan Investment Advisors, was also named a respondent in the SEC Order and consented to its entry. As part of the settle ment agreement with the SEC, Mr. Beeson agreed to, among other things, a civil money penalty and suspensions from association with any investment adviser or registered investment company. Mr. Beeson was not a party to the agreement with, nor was he sanc tioned by, the NYAG.

JPMORGAN MONEY MARKET FUNDS


18



JPMorgan
    Appendix A—Legal Proceedings and Additional
Fee and Expense Information

The agreement with the SEC is reflected in the SEC Order, which states, among other things, that JPMorgan Investment Advisors and Mr. Beeson violated and/or aided and abetted and caused violations of the antifraud provisions of the Advisers Act and the 1940 Act by, among other things, (i) allowing exces sive short-term trading in certain of the Funds that was inconsistent with the terms of the Funds’ prospectus and that was potentially harmful to the Funds, (ii) failing to disclose to the Board or to shareholders, among other things, the conflict of interest created by mar ket timing arrangements, (iii) failing to charge redemption fees for redemptions by certain shareholders as required by the applicable prospectuses when other shareholders were charged the redemption fees, (iv) having no written procedures in place to prevent the nonpublic disclosure of Fund portfolio hold ings and improperly providing confidential portfolio holdings to certain persons when others were not provided with or otherwise privy to the same information, and (v) causing certain Funds, without the knowledge of the Board, to participate in joint transactions rais ing a conflict of interest in violation of the 1940 Act. The settlement agreement with the NYAG contains statements consistent with those described in the preceding sentence regarding the SEC Order. JPMorgan Invest ment Advisors and Mr. Beeson neither admit nor deny the findings set forth in the SEC Order, and JPMorgan Investment Advisors neither admits nor denies the finds in its settlement agreement with the NYAG.

In addition to the matters involving the SEC and state Attorneys General, over 20 lawsuits have been filed by private plaintiffs in connec tion with these circumstances in various state and federal courts around the country. These actions have transferred to the United States District Court for the District of Maryland for coordinated or consolidated pretrial proceed ings by the orders of the Judicial Panel on Multidistrict Litigation, a federal judicial body that assists in the administration of such actions. On September 29, 2004, the plaintiffs in these actions filed two consolidated amended complaints in these cases. One complaint was filed as a putative class action on behalf of investors who purchased, held or redeemed shares of the Funds during speci fied periods and the other was filed as a derivative action on behalf of One Group Mutual Funds and its series. The lawsuits generally relate to the same facts that were the subject of the SEC order and NYAG settlement discussed above.

On April 11, 2005, the West Virginia Attorney General filed a lawsuit against JPMorgan Investment Advisors, among others, in West Virginia state court. The complaint focuses on conduct characterized as market timing and primarily alleges violations of West Virginia state laws prohibiting unfair trade practices. The lawsuit has been conditionally trans ferred to the same Maryland court referred to above. Factual allegations in the West Vir ginia lawsuit are essentially the same as those in the NYAG agreement.

These actions name as defendants, among others, Banc One Investment Advisors, Bank One Corporation and JPMorgan Chase & Co. (the former and current corporate parent of JPMorgan Investment Advisors), the Distribu tor, One Group Services Company (the Funds’ former distributor), Banc One High Yield Partners, LLC (now known as JPMor gan High Yield Partners LLC) (the sub- adviser to JPMorgan High Yield Bond Fund and JPMorgan Core Plus Bond Fund), certain officers of One Group Mutual Funds and JPMorgan Investment Advisors and certain current and former Trustees. The putative class action lawsuit also names One Group Mutual Funds as a defendant. These two actions collectively allege, among other things, that various defendants (i) violated various antifraud and other provisions of fed eral securities laws, (ii) breached their fidu ciary duties, (iii) unjustly enriched them selves, (iv) breached Fund-related contracts, and (v) conspired to commit unlawful acts. These complaints seek, among other things, compensatory damages, restitution, dis gorgement of unjustly earned profits, punitive damages, removal of the Trustees, removal of the Fund’s investment advisers and the Dis tributor, rescission of the distribution and ser vice plans adopted under Rule 12b-1 of the 1940 Act, and attorneys’ fees.

JPMORGAN MONEY MARKET FUNDS


19



JPMorgan
    Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

It is possible that these matters and/or related developments may result in increased Fund redemptions and reduced sales of Fund shares, which could result in increased costs and expenses or otherwise adversely affect the Funds.

The foregoing speaks only as of the date of this prospectus. Additional lawsuits present ing allegations and requests for relief arising out of or in connection with any of the fore going matters may be filed against these and related parties in the future.

Annual and Cumulative Expense Examples

The settlement agreement with the NYAG requires BOIA to establish reduced “net management fee rates” for certain Funds (“Reduced Rate Funds”). “Net Management Fee Rates” means the percentage fee rates specified in contracts between BOIA and its affiliates and the Reduced Rate Funds, less waivers and reimbursements by BOIA and its affiliates, in effect as of June 30, 2004. The settlement agreement requires that the reduced Net Management Fee Rates must result in a reduction of $8 million annually based upon assets under management as of June 30, 2004, for a total reduction over five years of $40 million from that which would have been paid by the Reduced Rate Funds on the Net Management Fee Rates as of June 30, 2004. To the extent that BOIA and its affiliates have agreed as part of the settlement with the NYAG to waive or reimburse expenses of a Fund in connection with the settlement with the NYAG, those reduced Net Management Fee Rates are referred to as “Reduced Rates.” The Reduced Rates will remain in place at least through June 30, 2009. To the extent that a Reduced Rate Fund merges into another Fund, the Reduced Rate is required to carry forward and apply with respect to the acquiring Fund.

The Reduced Rate Funds are the JPMorgan Large Cap Value Fund, JPMorgan Equity Index Fund, the JPMorgan Equity Income Fund and the JPMorgan Government Bond Fund (each of which is currently a series of JPMorgan Trust II) and JPMorgan U.S. Equity Fund (the successor by merger to the One Group Diversified Equity Fund and a series of JPMorgan Trust I) are subject to a Reduced Rate. The Reduced Rate was implemented on September 27, 2004 and will remain in place at least through June 30, 2009.

The required reductions may be made in the form of fee waivers or expense reimbursements in connection with the advisory agreement, administration agreement or distribution agreement. Beginning February 19, 2005, such reductions may also or instead be made in connection with the shareholder servicing agreement or other service agreements with affiliates. To the extent that such reductions are made in connection with class specific expenses in a manner consistent with applicable law, the Reduced Rates may affect different share classes of the same Affected Fund to differing degrees.

The “Gross Expense Ratio” includes the contractual expenses that make up the Net Management Fee Rates, Rule 12b-1 distribution fees, fees paid to vendors not affiliated with JPMIM that provide services to the Funds and other fees and expenses of the Funds. The “Net Expense Ratio” is Gross Expenses less any fee waivers or expense reimbursements to achieve the Reduced Rates or other fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIM and/or its affiliates, as applicable. The affected Funds offered in this prospectus are not subject to a Reduced Rate.

Fund
         Class
     Net Expense
Ratio
     Gross Expense
Ratio
JPMorgan Prime Money Market Fund
              
Cash Management
    
0.9 6 %
    
1 . 00 %
 

A Fund’s annual return is reduced by its fees and expenses for that year. The examples below are intended to help you understand the annual and cumulative impact of the Fund’s fees and expenses on your investment through a hypothetical investment of $10,000 held for the next 10 years. The examples assume the following:

JPMORGAN MONEY MARKET FUNDS


20



PROSPECTUS DECEMBER  

2005

• 
  On December 1 , 2005, you invest $10,000 in the Fund and you will hold the shares for the entire 10 year period;

• 
  Your investment has a 5% return each year;

• 
  The Fund’s operating expenses remain at the levels discussed below and are not affected by increases or decreases in Fund assets over time;

• 
  At the time of purchase, any applicable initial sales charges (loads) are deducted; and

• 
  There is no sales charge (load) on reinvested dividends.

• 
  The annual costs are calculated using the Net Expense Ratios for the period through the expiration of any fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIM and/or its affiliates; and the Gross Expense Ratios thereafter.

“Annual Net Return” shows what effect the “Annual Costs” will have on the assumed 5% annual return for each year. “Gross Cumulative Return” shows what the cumulative return on your investment at the end of each fiscal year would be if Fund expenses are not deducted. “Net Cumulative Return” shows what the cumulative return on your investment at the end of each fiscal year would be assuming Fund expenses are deducted each year in the amount shown under “Annual Costs.”

Your actual costs may be higher or lower than those shown.


 
         JPMorgan Prime Money Market Fund – Cash Management Shares
    
For the Year Ended
         Annual
Costs
     Gross
Cumulative
Return
     Net
Cumulative
Return
     Net
Annual
Return
November 30 , 2006
                                                                         
November 30 , 2007
                                                                         
November 30, 2008
                                                                         
November 30, 2009
                                                                         
November 30, 2010
                                                                         
November 30, 2011
                                                                         
November 30, 2012
                                                                         
November 30, 2013
                                                                         
November 30, 2014
                                                                         
November 30, 2015
                                                                         
 

    

JPMORGAN MONEY MARKET FUNDS


21



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Privacy Policy

The JPMorgan Funds understand that protecting your financial privacy is just as important as protecting your financial assets. We are committed to the responsible use of information in order to provide you with the products and services you want, when and where you want them. This statement of our privacy policy is intended to help you understand the ways in which we gather, use and protect your financial information.

KEY DEFINITIONS

This Privacy Policy describes the way we treat nonpublic personal information that we may obtain from our customers or from consumers generally. Key terms used throughout this policy are:

• 
  Consumer — an individual who applies for or obtains a financial product or service from the JPMorgan Funds for personal, family or household purposes, including individuals who don’t have a continuing relationship with the JPMorgan Funds. Consumers include individuals who provide nonpublic personal information to our shareholder servicing representatives, but do not invest in the JPMorgan Funds.

• 
  Customer — a consumer who has a continuing relationship with the JPMorgan Funds through record ownership of fund shares.

• 
  Nonpublic personal information — any personally identifiable financial information about a consumer that is obtained by the JPMorgan Funds in connection with providing financial products and services to that consumer and which is not otherwise publicly available. A telephone directory listing is an example of public information.

COLLECTION OF NONPUBLIC PERSONAL INFORMATION

We collect information to service your account, to protect you from fraud, and to make available products and services that may be of interest to you. We collect nonpublic personal information about you from the following sources:

• 
  Information we receive from you on applications or other forms, on our website, or through other means;

• 
  Information we receive from you through transactions, correspondence and other communications with us; and

• 
  Information we otherwise obtain from you in connection with providing you a financial product or service.

INFORMATION SHARING WITH THIRD PARTY SERVICE PROVIDERS

We do not share any nonpublic personal information about our customers or former customers with anyone, except as required or permitted by law. This means we may disclose all of the information we collect, as described above, to companies who help us maintain and service accounts. For instance, we will share information with the transfer agent for the JPMorgan Funds. The transfer agent needs this information to process your purchase, redemption and exchange transactions and to update your account. In addition, we may share nonpublic personal information to protect against fraud, to respond to subpoenas, or as described in the following section.

INFORMATION SHARING WITH JOINT MARKETERS

We also may share the information described above in Collection of Nonpublic Personal Information with broker-dealers and other financial intermediaries that perform marketing services on our behalf and with which we have joint marketing agreements. However, we only provide information about you to that broker-dealer or financial intermediary from whom you purchased your Fund shares or who currently services your Fund account. In addition, our joint marketing agreements prohibit recipients of this information from disclosing or using the information for any purpose other than the purposes for which it is provided to them.

JPMORGAN DISTRIBUTION SERVICES, INC. (JPMDS)

In general, JPMDS, as distributor for the JPMorgan Funds, does not independently collect or retain nonpublic personal financial information relating to any past, present or prospective shareholders

This description of the JPMorgan Funds’ Privacy Policy is not part of the prospectus.





of the Funds. From time to time, the Funds or companies that provide services to the Funds may provide to JPMDS nonpublic personal financial information relating to shareholders or prospective shareholders as necessary for JPMDS to perform services for the Funds. In such circumstances, JPMDS adheres to the regulatory limitations on the use or disclosure of that information and its own obligations to the Funds to protect the security and confidentiality of the information.

CHILDREN’S ONLINE PRIVACY ACT DISCLOSURE

From our website, the JPMorgan Funds do not knowingly collect or use personal information from children under the age of 13 without obtaining verifiable consent from their parents. Should a child whom we know to be under 13 send personal information to us, we will only use that information to respond directly to that child, seek parental consent or provide parental notice. We are not responsible for the data collection and use practices of nonaffiliated third parties to which our website may link.

SPECIAL NOTICE TO CALIFORNIA CONSUMERS

The California Financial Information Privacy Act generally prohibits us from sharing nonpublic personal information about California consumers without notice and, in some instances, consent, unless such sharing is necessary to effect, administer, or enforce transactions authorized or instructed by you. Unless you direct or authorize otherwise, we only share information with service providers, including the broker-dealer or financial intermediary from whom you purchased your Fund shares or who currently services your Fund account. To the extent that your broker-dealer is also a joint marketer, we only share nonpublic personal information so that they may provide services in connection with your Fund shares.

SECURITY

For your protection, the JPMorgan Funds maintain security standards and procedures that we continually update to safeguard against unauthorized disclosure of information or access to information about you.

We restrict access to nonpublic personal information about you to those individuals who need to know that information to provide products and services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

THE JPMORGAN FUNDS’ PRIVACY COMMITMENT

The JPMorgan Funds are committed to protecting the privacy of our customers, but we understand that the best protection requires a partnership with you. We encourage you to find out how you can take steps to further protect your own privacy by visiting us online at www.jpmorganfunds.com.

This description of the JPMorgan Funds’ Privacy Policy is not part of the prospectus.



HOW TO REACH US

MORE INFORMATION

For investors who want more information on the Fund the following documents are available free upon request:

ANNUAL AND SEMI-ANNUAL REPORTS

Our annual and semi-annual reports contain more information about the Fund’s investments and performance. The annual report also includes details about the market conditions and investment strategies that had a significant effect on the Fund’s performance during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains more detailed information about the Fund and its policies. It is incorporated by reference into this prospectus. This means, by law, it is considered to be part of this prospectus.

You can get a free copy of these documents and other information, or ask us any questions, by calling us at 1-800- 480 - 4111 or writing to:

JPMorgan Funds Services
P.O. Box 8528
Boston , MA 02266-8528

Y ou can contact your Financial Intermediary directly for more information. You can also find information online at www.jpmorganfunds.com.

You can write or e-mail the SEC’s Public Reference Room and ask them to mail you information about the Fund, including the SAI. They will charge you a copying fee for this service. You can also visit the Public Reference Room and copy the documents while you are there.

Public Reference Room of the SEC
Washington, DC 20549-0102
1-202-942-8090
E-mail: publicinfo@sec.gov

Reports, a copy of the SAI and other information about the Funds are also available on the SEC’s website at http://www.sec.gov.

Investment Company Act File Nos. 811-21295

©JPMorgan Chase & Co. All Rights Reserved. December 2005.

PR-MMI-1205




JPMORGAN MONEY MARKET FUNDS

STATEMENT OF ADDITIONAL INFORMATION
DECEMBER 1 , 2005

JPMorgan Trust I (“Trust”)
JPMorgan Prime Money Market Fund (“Prime Money Market Fund”)
JPMorgan Federal Money Market Fund (“Federal Money Market Fund”)
JPMorgan 100% U.S. Treasury Securities Money Market Fund
(“100% U.S. Treasury Securities Money Market Fund”)
JPMorgan Tax Free Money Market Fund (“Tax Free Money Market Fund”)
JPMorgan California Municipal Money Market Fund (“California Municipal Money Market Fund”)
JPMorgan New York Municipal Money Market Fund (“New York Municipal Money Market Fund”)

(each a “Fund,” and collectively, the “Money Market Funds” or “Funds”)

This Statement of Additional Information (“SAI”) is not a prospectus but contains additional information which should be read in conjunction with the prospectuses for the Funds dated December 1 , 2005, as supplemented from time to time (“Prospectuses”). Additionally, this SAI incorporates by reference the financial statements dated August 31, 2006 included in the annual Shareholder Reports relating to the Funds (“Financial Statements”). The Prospectuses and the Financial Statements, including the Independent Registered Public Accountants’ Reports, are available, without charge upon request by contacting JPMorgan Distribution Services, Inc. (“JPMDS” or the “Distributor”), the Funds’ distributor, at P.O. Box 711235, Columbus, OH 43271-1235.

For more information about the Funds or the Financial Statements, simply write or call:

Morgan Shares, Class B Shares,
Class C Shares, Premier Shares, Cash
Management Shares and Reserve Shares:
              
Agency Shares, Capital Shares and
Institutional Class Shares:
 
JPMorgan Funds Services
              
JPMorgan Institutional Funds Service Center
P.O. Box 8528
              
500 Stanton Christiana Road
Boston, MA 02266-8528
              
Newark, DE 19713
 
1-800-480-4111
              
1-800-766-7722
 

SAI-MMKT- 1205



TABLE OF CONTENTS

 
              
Page
GENERAL
              
3
INVESTMENT STRATEGIES AND POLICIES
              
4
INVESTMENT RESTRICTIONS
              
19
OFFICERS
              
27
CODES OF ETHICS
              
29
PROXY VOTING PROCEDURES AND GUIDELINES
              
30
[PORTFOLIO HOLDINGS DISCLOSURE
              
31
INVESTMENT ADVISER
              
32
ADMINISTRATOR
              
34
DISTRIBUTOR
              
35
DISTRIBUTION PLAN
              
36
CUSTODIAN
              
39
TRANSFER AGENT
              
40
SHAREHOLDER SERVICING
              
40
EXPENSES
              
43
FINANCIAL INTERMEDIARIES
              
43
CASH COMPENSATION TO FINANCIAL INTERMEDIARIES
              
44
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              
44
PURCHASES, REDEMPTIONS AND EXCHANGES
              
45
NET ASSET VALUE
              
47
PORTFOLIO TRANSACTIONS
              
47
DELAWARE TRUST
              
48
DESCRIPTION OF SHARES
              
49
TAX INFORMATION
              
50
ADDITIONAL INFORMATION
              
55
FINANCIAL STATEMENTS
              
58
APPENDIX A
              
A- 1
APPENDIX B — DESCRIPTION OF RATINGS
              
B- 1
APPENDIX C
              
C- 1
 

2



GENERAL

The Trust and the Funds

The Funds are series of JPMorgan Trust I (“Trust”), an open-end, management investment company formed as a statutory trust under the laws of the State of Delaware on November 12, 2004, pursuant to a Declaration of Trust dated November 5, 2004 . Each Fund is a successor mutual fund to JPMorgan Funds that were series of J.P. Morgan Mutual Fund Series (“Predecessor Funds”) prior to February 18, 2005. Each of the Predecessor Funds operated as a series of another legal entity prior to reorganizing and redomiciling as series of J.P. Morgan Mutual Fund Series (“JPMMFS”) after the close of business on February 18, 2005.

The Predecessor Funds were formerly series of J.P. Morgan Mutual Fund Trust, a Massachusetts business trust (the “Predecessor Trust”).

Shareholders of each of the Predecessor Funds approved an Agreement and Plan of Reorganization and Redomiciliation (“Shell Reorganization Agreements”) between the Predecessor Trust, on behalf of the Predecessor Funds, and JPMMFS, on behalf of its series. Pursuant to the Shell Reorganization Agreements, the Predecessor Funds were reorganized into the corresponding series of JPMMFS effective after the close of business on February 18, 2005 (“Closing Date”). With respect to events that occurred or payments that were made prior to the Closing Date, any reference to Fund(s) in this SAI prior to the Closing Date refers to the Predecessor Funds.

On January 20, 2005, shareholders of JPMMFS approved the redomiciliation of JPMMFS as a Delaware statutory trust to be called “JPMorgan Trust I” (“Redomiciliation”). The Redomiciliation took place after the close of business on the Closing Date, at which time each Fund became a series of JPMorgan Trust I. The Redomiciliation was effective after each of the reorganizations pursuant to the Shell Reorganization Agreements.

JPMMFT. Prior to February 19, 2005, the Funds were series of J.P. Morgan Mutual Fund Trust (“JPMMFT”), an open-end management investment company which was organized as a business trust under the laws of the Commonwealth of Massachusetts on February 4, 1994. On April 30, 2003, the name of JPMMFT was changed from Mutual Fund Trust to J.P. Morgan Mutual Fund Trust.

After the close of business on February 18, 2005, the JPMorgan 100% U.S. Treasury Securities Money Market Fund acquired all of the assets and liabilities of One Group Treasury Only Money Market Fund pursuant to an Agreement and Plan of Reorganization dated November 22, 2004 between the Predecessor Trust, on behalf of JPMorgan 100% U.S. Treasury Securities Money Market Fund, and One Group Mutual Funds, on behalf of One Group Treasury Only Money Market Fund.

For ease of reference, throughout this SAI, the Board of Trustees of the Trust, the Board of Trustees of JPMMFS, and the Board of Trustees of the Predecessor Trust are referred to herein collectively as the “Board of Trustees.”

Share Classes

The Trustees of the Funds have authorized the issuance and sale of the following classes of shares of the Funds:

Prime Money Market Fund
              
Class B, Class C, Morgan, Premier, Agency, Institutional Class, Capital, Reserve and Cash Management
Federal Money Market Fund
              
Morgan, Premier, Agency, Institutional Class and Reserve
100% U.S. Treasury Securities Money Market Fund
              
Morgan, Premier, Agency, Institutional Class, Capital and Reserve
Tax Free Money Market Fund
              
Morgan, Premier, Agency, Institutional Class and Reserve
California Municipal Money Market Fund
              
Morgan
New York Municipal Money Market Fund
              
Morgan and Reserve
 

The shares of the Funds are collectively referred to in this SAI as the “Shares.”

3



Name Changes

Effective September 10, 2001, the Board of Trustees of the Predecessor Trust approved the re-naming of the following Funds:

New Name
              
Former Name
JPMorgan Prime Money Market Fund
              
JPMorgan Prime Money Market Fund II
JPMorgan Federal Money Market Fund
              
JPMorgan Federal Money Market Fund II
 

Effective May 1, 2003, the Predecessor Trust was renamed with the approval of the Board of Trustees to J.P. Morgan Mutual Fund Trust from Mutual Fund Trust.

Effective February 19, 2005, the following Funds were renamed with the approval of the Board of Trustees:

New Name
              
Former Name
JPMorgan California Municipal Money Market Fund
              
JPMorgan California Tax Free Money Market Fund
JPMorgan New York Municipal Money Market Fund
              
JPMorgan New York Tax Free Money Market Fund
 

The shares of the Funds are collectively referred to in this SAI as the “Shares.”

Miscellaneous

This SAI describes the financial history, investment strategies and policies, management and operation of each of the Funds in order to enable investors to select the Fund or Funds which best suit their needs.

This SAI provides additional information with respect to the Funds and should be read in conjunction with the relevant Fund’s current Prospectuses. Capitalized terms not otherwise defined herein have the meanings accorded to them in the applicable Prospectus. The Funds’ executive offices are located at 522 Fifth Avenue, New York, NY 10036.

Each Fund is a separate series of the Trust. The Funds are diversified as such term is defined in the Investment Company Act of 1940, as amended (“1940 Act”).

In addition to the Funds, the Trust consists of other series representing separate investment funds (each, a “JPMorgan Fund”). The other JPMorgan Funds are covered by separate Statements of Additional Information.

The Funds are advised by J.P. Morgan Investment Management Inc. (“JPMIM” or the “Adviser”).

Investments in the Funds are not deposits or obligations of, or guaranteed or endorsed by, JPMorgan Chase Bank, N.A. (“JPMorgan Chase Bank”), an affiliate of the Adviser, or any other bank. Shares of the Funds are not federally insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other governmental agency. An investment in a Fund is subject to risk that may cause the value of the investment to fluctuate, and when the investment is redeemed, the value may be higher or lower than the amount originally invested by the investor.

INVESTMENT STRATEGIES AND POLICIES

The Prospectuses set forth the various investment policies applicable to each Fund. The Money Market Funds invest only in U.S. dollar-denominated high-quality obligations which are determined to present minimal credit risks. This credit determination must be made in accordance with procedures established by the Board of Trustees.

The management style used for the Funds emphasizes several key factors. Portfolio managers consider the security quality, that is, the ability of the debt issuer to make timely payments of principal and interest. Also important in the analysis is the relationship of a bond’s structure, yield and its maturity, in which the managers

4




evaluate the risks of investing in long-term higher-yielding securities. Another step in the analysis is comparing yields on different types of securities to determine relative risk/reward profiles.

The following policies supplement each Fund’s investment objective and policies as set forth in the respective Prospectus for that Fund. Additional details about each Fund’s investment practices are contained in Appendix C to this Statement of Additional Information.

MONEY MARKET INSTRUMENTS

A description of the various types of money market instruments that may be purchased by the Funds appears below. Also see “Diversification and Quality Requirements.”

U.S. Treasury Securities. The Funds may invest in direct obligations of the U.S. Treasury, including Treasury bills, notes and bonds, all of which are backed as to principal and interest payments by the full faith and credit of the United States.

Additional U.S. Government Obligations. Certain Funds may invest in obligations issued or guaranteed by U.S. government agencies or instrumentalities. These obligations may or may not be backed by the “full faith and credit” of the United States. Securities which are backed by the full faith and credit of the United States include obligations of the Government National Mortgage Association, the Farmers Home Administration, and the Export-Import Bank. In the case of securities not backed by the full faith and credit of the United States, the Funds must look principally to the federal agency issuing or guaranteeing the obligation for ultimate repayment and may not be able to assert a claim against the United States itself in the event the agency or instrumentality does not meet its commitments. Securities in which the Funds may invest that are not backed by the full faith and credit of the United States include, but are not limited to: (i) obligations of the Tennessee Valley Authority, the Federal Home Loan Mortgage Corporation, the Federal Home Loan Bank and the U.S. Postal Service, each of which has the right to borrow from the U.S. Treasury to meet its obligations; (ii) securities issued by the Federal National Mortgage Association, which are supported by the discretionary authority of the U.S. government to purchase the agency’s obligations; and (iii) obligations of the Federal Farm Credit System and the Student Loan Marketing Association, each of whose obligations may be satisfied only by the individual credits of the issuing agency. The Federal Money Market Fund generally limits its investment in agency and instrumentality obligations to obligations the interest on which is generally not subject to state and local income taxes by reason of federal law.

Foreign Government Obligations. Certain Funds , subject to applicable investment policies, may also invest in short-term obligations of foreign sovereign governments or of their agencies, instrumentalities, authorities or political subdivisions. These securities must be denominated in U.S. dollars. See “Foreign Investments.”

Bank Obligations. Certain Funds , unless otherwise noted in the Prospectuses or below, may invest in negotiable certificates of deposit, time deposits and bankers’ acceptances of (i) banks, savings and loan associations and savings banks which have more than $1 billion in total assets and are organized under the laws of the United States or any state, (ii) foreign branches of these banks or of foreign banks of equivalent size and (iii) U.S. branches of foreign banks of equivalent size. See “Foreign Investments.” Certain Funds will not invest in obligations for which the Adviser, or any of its affiliated persons, is the ultimate obligor or accepting bank. Certain Funds may also invest in obligations of international banking institutions designated or supported by national governments to promote economic reconstruction, development or trade between nations (e.g., the European Investment Bank, the Inter-American Development Bank, or the World Bank).

Commercial Paper. Certain Funds may invest in commercial paper. Commercial paper is defined as short-term obligations with maturities from 1 to 270 days issued by banks, corporations, or other borrowers to investors with temporary idle cash. Commercial paper includes master demand obligations. Master demand obligations are obligations that provide for a periodic adjustment in the interest rate paid and permit daily changes in the amount borrowed. Master demand obligations are governed by agreements between the issuer and the Adviser acting as agent, for no additional fee. The monies loaned to the borrower come from accounts managed by the Adviser or its affiliates, pursuant to arrangements with such accounts. Interest and principal payments are credited to such accounts. The Adviser, has the right to increase or decrease the amount provided to the borrower under an obligation. The borrower has the right to pay without penalty all or any part of the principal amount then outstanding

5




on an obligation together with interest to the date of payment. Since these obligations typically provide that the interest rate is tied to the Federal Reserve commercial paper composite rate, the rate on master demand obligations is subject to change. Repayment of a master demand obligation to participating accounts depends on the ability of the borrower to pay the accrued interest and principal of the obligation on demand which is continuously monitored by the Adviser. Since master demand obligations typically are not rated by credit rating agencies, the Fund may invest in such unrated obligations only if at the time of an investment the obligation is determined by the Adviser to have a credit quality which satisfies the Fund’s quality restrictions. See “Diversification and Quality Requirements.” Although there is no secondary market for master demand obligations, such obligations are considered by the Fund to be liquid because they are payable upon demand. The Fund does not have any specific percentage limitation on investments in master demand obligations. It is possible that the issuer of a master demand obligation could be a client of an affiliate of the Adviser to whom such affiliate, in its capacity as a commercial bank, has made a loan.

Asset-Backed Securities. Certain Funds may invest in asset-backed securities, which directly or indirectly represent a participation interest in, or are secured by and payable from, a stream of payments generated by particular assets, such as motor vehicle or credit card receivables or other asset-backed securities collateralized by such assets. Payments of principal and interest may be guaranteed up to certain amounts and for a certain time period by a letter of credit issued by a financial institution unaffiliated with the entities issuing the securities. The asset-backed securities in which the Fund may invest are subject to the Fund’s overall credit requirements. However, asset-backed securities, in general, are subject to certain risks. Most of these risks are related to limited interests in applicable collateral. For example, credit card debt receivables are generally unsecured and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set off certain amounts on credit card debt thereby reducing the balance due. Additionally, if the letter of credit is exhausted, holders of asset-backed securities may also experience delays in payments or losses if the full amounts due on underlying sales contracts are not realized. Because asset-backed securities are relatively new, the market experience in these securities is limited and the market’s ability to sustain liquidity through all phases of the market cycle has not been tested.

Collateralized securities are subject to certain additional risks, including a decline in the value of the collateral backing the security, failure of the collateral to generate the anticipated cash flow or in certain cases more rapid prepayment because of events affecting the collateral, such as accelerated prepayment of loans backing these securities or destruction of equipment subject to equipment trust certificates. In the event of any such prepayment, the Fund will be required to reinvest the proceeds of prepayments at interest rates prevailing at the time of reinvestment, which may be lower.

Structured Products. The Funds may invest in interests in entities organized and operated solely for the purpose of restructuring the investment characteristics of certain other investments. This type of restructuring involves the deposit with or purchase by an entity, such as a corporation or trust, of specified instruments (such as commercial bank loans) and the issuance by that entity of one or more classes of securities (“structured products”) backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued structured products to create securities with different investment characteristics such as varying maturities, payment priorities and interest rate provisions, and the extent of the payments made with respect to structured products is dependent on the extent of the cash flow on the underlying instruments. A Fund may invest in structured products which represent derived investment positions based on relationships among different markets or asset classes.

A Fund may invest in a class of structured products that is either subordinated or unsubordinated to the right of payment of another class. Subordinated structured products typically have higher yields and present greater risks than unsubordinated structured products. Although a Fund’s purchase of subordinated structured products would have similar economic effect to that of borrowing against the underlying securities, the purchase will not be deemed to be leveraged for purposes of a Fund’s fundamental investment restriction related to borrowing and leverage.

Certain issuers of structured products may be deemed to be “investment companies” as defined in the 1940 Act. As a result, a Fund’s investments in these structured products may be limited by the restrictions contained in the 1940 Act. Structured products are typically sold in private placement transactions, and there currently is no active

6




trading market for structured products. As a result, certain structured products in which the Funds invest may be deemed illiquid and subject to their restrictions on illiquid investments.

Investments in structured products generally are subject to greater volatility than an investment directly in the underlying market or security. In addition, because structured products are typically sold in private placement transactions, there may be no active trading market for structured products.

Repurchase Agreements. Some Funds may enter into repurchase agreements with brokers, dealers or banks that meet the Adviser’s credit guidelines. In a repurchase agreement, a Fund buys a security from a seller that has agreed to repurchase the same security at a mutually agreed upon date and price. The resale price normally is in excess of the purchase price, reflecting an agreed upon interest rate. This interest rate is effective for the period of time a Fund is invested in the agreement and is not related to the coupon rate on the underlying security. A repurchase agreement may also be viewed as a collateralized loan of money by a Fund to the seller. Repurchase agreements maturing in more than seven days are treated as illiquid for purposes of the Funds’ restrictions on purchases of illiquid securities. The Funds will always receive securities as collateral whose market value is, and during the entire term of the agreement remains, at least equal to 100% of the dollar amount invested by the Funds in each agreement plus accrued interest, and the Funds will make payment for such securities only upon physical delivery or upon evidence of book entry transfer to the account of the Custodian. Some Funds may engage only in repurchase agreement transactions that are collateralized fully as defined in Rule 5b-3 of the 1940 Act, which has the effect of enabling the Funds to look to the collateral, rather than the counterparty, for determining whether its assets are “diversified” for 1940 Act purposes. Certain Funds may also engage in repurchase agreement transactions that are collateralized by money market instruments or corporate debt securities that, at the time the transaction is entered into, are rated at least investment grade by the requisite nationally recognized statistical rating organizations. For these repurchase agreement transactions, the Fund would look to the counterparty, and not the collateral for determining such diversification. If the seller defaults, the Fund might incur a loss if the value of the collateral securing the repurchase agreement declines and might incur disposition costs in connection with liquidating the collateral. In addition, if bankruptcy proceedings are commenced with respect to the seller of the security, realization upon disposal of the collateral by the Fund may be delayed or limited.

Other Debt Securities. Certain Funds may make investments in other debt securities with remaining effective maturities of not more than thirteen months, including, without limitation, corporate and foreign bonds, asset-backed securities and other obligations described in the Prospectuses or this SAI.

FOREIGN INVESTMENTS

Certain Funds may invest in certain foreign securities. All investments must be U.S. dollar-denominated. Investment in securities of foreign issuers and in obligations of foreign branches of domestic banks involves somewhat different investment risks from those affecting securities of U.S. domestic issuers. There may be limited publicly available information with respect to foreign issuers, and foreign issuers are not generally subject to uniform accounting, auditing and financial standards and requirements comparable to those applicable to domestic companies. Dividends and interest paid by foreign issuers may be subject to withholding and other foreign taxes which may decrease the net return on foreign investments as compared to dividends and interest paid to a Fund by domestic companies.

Investors should realize that the value of a Fund’s investments in foreign securities may be adversely affected by changes in political or social conditions, diplomatic relations, confiscatory taxation, expropriation, nationalization, limitation on the removal of funds or assets, or imposition of (or change in) exchange control or tax regulations in those foreign countries. In addition, changes in government administrations or economic or monetary policies in the United States or abroad could result in appreciation or depreciation of portfolio securities and could favorably or unfavorably affect a Fund’s operations. Furthermore, the economies of individual foreign nations may differ from the U.S. economy, whether favorably or unfavorably, in areas such as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position; it may also be more difficult to obtain and enforce a judgment against a foreign issuer. Any foreign investments made by a Fund must be made in compliance with U.S. and foreign currency restrictions and tax laws restricting the amounts and types of foreign investments.

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MUNICIPAL OBLIGATIONS

Certain Funds may invest in municipal obligations. Certain Funds may invest in high-quality, short-term municipal obligations that carry yields that are competitive with those of other types of money market instruments in which they may invest. Dividends paid by these Funds that are derived from interest on municipal obligations will be taxable to shareholders for federal income tax purposes.

Interest on certain municipal obligations (including certain industrial development bonds), while exempt from federal income tax, is a preference item for the purpose of the alternative minimum tax (“AMT”). Where a mutual fund receives such interest, a proportionate share of any exempt-interest dividend paid by the mutual fund may be treated as a preference item to shareholders. Federal tax legislation enacted over the past few years has limited the types and volume of bonds which are not AMT items and the interest on which is not subject to federal income tax. This legislation may affect the availability of municipal obligations for investment by the Municipal Funds. Investments by the Municipal Funds will be made in unrated municipal obligations only if they are determined to be of comparable quality to permissible rated investments on the basis of the Adviser’s credit evaluation of the obligor or of the bank issuing a participation certificate, letter of credit or guaranty, or insurance issued in support of the obligation. High-quality instruments may produce a lower yield than would be available from less highly rated instruments. The Board of Trustees has determined that municipal obligations which are backed by the credit of the U.S. Government will be considered to have a rating equivalent to Moody’s Aaa.

If, subsequent to purchase by the Municipal Funds (a) an issue of rated municipal obligations ceases to be rated in the highest short-term rating category by at least two rating organizations (or one rating organization if the instrument is rated by only one such organization) or the Board of Trustees determines that it is no longer of comparable quality or (b) a Money Market Fund’s Adviser becomes aware that any portfolio security not so highly rated or any unrated security has been given a rating by any rating organization below the rating organization’s second highest rating category, the Board of Trustees will reassess promptly whether such security presents minimal credit risk and will cause such Money Market Fund to take such action as it determines is in its best interest and that of its shareholders; provided that the reassessment required by clause (b) is not required if the portfolio security is disposed of or matures within five business days of the Adviser becoming aware of the new rating and the Fund’s Board of Trustees is subsequently notified of the Adviser’s actions.

Municipal Bonds. Certain Funds may invest in municipal bonds issued by or on behalf of states, territories and possessions of the United States and the District of Columbia and by their political subdivisions and by duly constituted authorities and corporations. For example, states, territories, possessions and municipalities may issue municipal bonds to raise funds for various public purposes such as airports, housing, hospitals, mass transportation, schools, water and sewer works. They may also issue municipal bonds to refund outstanding obligations and to meet general operating expenses. Public authorities issue municipal bonds to obtain funding for privately operated facilities, such as housing and pollution control facilities, for industrial facilities or for water supply, gas, electricity or waste disposal facilities. Certain Funds may invest in municipal notes of various types, including notes issued in anticipation of receipt of taxes, the proceeds of the sale of bonds, other revenues or grant proceeds, as well as municipal commercial paper and municipal demand obligations such as variable rate demand notes and master demand obligations. These municipal bonds and notes will be taxable securities; income generated from these investments will be subject to federal, state and local taxes.

Municipal bonds may be general obligation or revenue bonds. General obligation bonds are secured by the issuer’s pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue bonds are payable from revenues derived from particular facilities, from the proceeds of a special excise tax or from other specific revenue sources. They are not generally payable from the general taxing power of a municipality.

Some Funds may also invest in industrial development bonds that are backed only by the assets and revenues of the non-governmental issuers such as hospitals or airports, provided, however, that such Funds may not invest more than 25% of the value of their total assets in such bonds if the issuers are in the same industry.

Municipal Notes. Municipal notes are short-term obligations with a maturity at the time of issuance ranging from six months to five years. The principal types of municipal notes include tax anticipation notes, bond anticipation notes, revenue anticipation notes, grant anticipation notes and project notes. Notes sold in anticipation

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of collection of taxes, a bond sale, or receipt of other revenues are usually general obligations of the issuing municipality or agency.

Municipal commercial paper typically consists of very short-term unsecured negotiable promissory notes that are sold to meet seasonal working capital or interim construction financing needs of a municipality or agency. While these obligations are intended to be paid from general revenues or refinanced with long-term debt, they frequently are backed by letters of credit, lending agreements, note repurchase agreements or other credit facility agreements offered by banks or institutions.

Municipal demand obligations are subdivided into two types: variable rate demand notes and master demand obligations.

Variable rate demand notes are tax exempt municipal obligations or participation interests that provide for a periodic adjustment in the interest rate paid on the notes. They permit the holder to demand payment of the notes, or to demand purchase of the notes at a purchase price equal to the unpaid principal balance, plus accrued interest either directly by the issuer or by drawing on a bank letter of credit or guaranty issued with respect to such note. The issuer of the municipal obligation may have a corresponding right to prepay at its discretion the outstanding principal of the note plus accrued interest upon notice comparable to that required for the holder to demand payment.

Municipal demand obligations are tax exempt municipal obligations that provide for a periodic adjustment in the interest rate paid and permit daily changes in the amount borrowed. The interest on such obligations is, in the opinion of counsel for the borrower, excluded from gross income for federal income tax purposes.

Municipal Lease Obligations. Some Funds may invest in municipal lease obligations. These typically provide a premium interest rate. Municipal lease obligations do not constitute general obligations of the municipality. Certain municipal lease obligations in which such Funds may invest contain “non-appropriation” clauses which provide that the municipality has no obligation to make lease or installment payments in future years unless money is later appropriated for such purpose. Such Fund will limit its investments in “non-appropriation” leases to 10% of its assets. Although “non-appropriation” lease obligations are secured by the leased property, disposition of the property in the event of foreclosure might prove difficult. Certain investments in municipal lease obligations may be illiquid.

California Municipal Securities. As used in this Statement of Additional Information, the term “California Municipal Securities” refers to municipal securities, the income from which is exempt from both federal and California personal income tax.

Risk Factors Regarding Investments in California Municipal Securities. With a gross state product of nearly $1.5 trillion, California’s economy is the largest state economy in the United States. In addition to its size, California’s economy is diverse, with no industry sector accounting for more than one-quarter of the State’s output. While California’s economy is broad, it does have major concentrations in high technology, aerospace and defense-related manufacturing, entertainment, real estate and financial services, and may be sensitive to economic factors affecting those industries. One example of such potential sensitivity occurred from mid-1990 to late 1993, when the State suffered a recession. Construction, manufacturing (especially aerospace), and financial services, among others, were all severely affected, particularly in Southern California. More recently, reflective of the nationwide economic slowdown, the high technology sector of the State’s economy entered a cyclical downturn.

A series of reports after the start of the 2001-02 Fiscal Year indicated that both the national and the State economies entered a recession starting in 2001. In California, the impact was particularly felt in the high technology sector centered in the Bay Area/Silicon Valley, in the construction sector and in exports. The tragic events of September 11, 2001 exacerbated the impact of the weakened economy, especially on tourism-related industries and locations. Since the latter half of 2003, however, California’s economy has been improving. However, economic growth is expected to slow modestly in 2005 due to high household debt levels, a rise in energy costs, and mild increases in interest rates. California non-farm payroll employment was 1 percent higher in 2004 than a year earlier and 1.6 percent higher in the first quarter of 2005. In 2004, the Bay Area began to gain jobs for the first time in

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almost four years. According to the State, total personal income grew by 6.1 percent in 2004 and was 7.1 percent higher in the first quarter of 2005 than a year earlier.

In addition, some local governments in California have experienced notable financial difficulties, including Los Angeles County and Orange County, and there is no assurance that any California issuer will make full or timely payments of principal or interest or remain solvent.

Since mid-2000, California has experienced difficulties with the supply and price of electricity and natural gas in much of the State, which are likely to continue for several years. California’s difficulties with energy supplies could pose serious risks to the State’s economy. The State instituted rolling electricity blackouts in 2001 and remains braced for anticipated energy shortages as well as increased energy costs. Former Governor Gray Davis directed the Department of Water Resources (“DWR”) to enter into contracts and arrangements for the purchase and sale of electric power as necessary to assist in mitigating the effects of the emergency (the “Power Supply Program”). The Power Supply Program was also implemented under legislation enacted in 2001 (the “Power Supply Act”) and by orders of the California Public Utilities Commission (“CPUC”). The Power Supply Act provided that the State funds advanced for energy purchases would be repaid by the issuance of revenue bonds, to be financed through ratepayer revenue in future years.

Under the Power Supply Act, the DWR has the sole authority to determine and present to the CPUC its revenue requirements, although they must be just and reasonable. The CPUC is required to set electric rates at a level sufficient to meet the DWR’s revenue requirements, which include the cost of debt service and the cost of the State’s power purchaser program. Effective January 1, 2003, the DWR no longer purchases power, except power provided under the terms of its existing contracts. However, the DWR retains the legal and financial responsibility for the existing contracts until such time as there is complete assignment of the contracts and release of DWR. The severity and long-term impact of energy supply problems on the State’s economy is difficult to predict, but any future significant interruptions in energy supply or rate increases could adversely affect California’s economy. Governor Arnold Schwarzenegger, who replaced Gray Davis as governor following the successful recall effort in 2003, has pushed to allow large-scale power users to obtain competitive rates through direct access to power producers.

In March 2004, voters approved Proposition 57, the California Economic Recovery Bond Act, authorizing the issuance of up to $15 billion in bonds to finance the State’s negative General Fund balance (“ERBs”). Under the Act, the State will not be permitted to use more than $15 billion of net proceeds of any bonds issued to address the inherited debt. The ERBs replace the previously authorized “Fiscal Recovery Bonds.”

The repayment of the ERBs will be secured by a pledge of revenues from an increase in the State’s share of the sales and use tax of 0.25 percent starting July 1, 2004, which will be deposited in the Fiscal Recovery Fund. Local governments’ shares of the sales and use tax will be decreased by a commensurate amount. The new sales and use tax rates will automatically revert to current levels as soon as the ERBs are repaid. The repayment of the ERBs may be accelerated with transfers from the State’s Budget Stabilization Fund, as specified in the Balanced Budget Amendment. In the event the dedicated revenue falls short, the State also would pledge its full faith and credit by using General Fund revenues to repay the debt service. As of July 11, 2005 California’s outstanding debt totals $56 billion. This outstanding debt includes $10.9 billion in ERB’s, $36.5 billion of outstanding state general obligation bonds, $5.7 billion of general fund supported lease revenue bonds, and $2.5 billion of general fund enhanced tobacco settlement bonds. Fitch Ratings considers California’s debt levels to be “moderate” with respect to outstanding general obligation bonds.

Also in March 2004, voters approved Proposition 58, which amended the California State Constitution to require balanced budgets in the future. It also requires the State to contribute to a special reserve of 1 percent of revenues in 2006-07, 2 percent in 2007-08, and 3 percent in subsequent years. This special reserve will be used to repay the ERBs and provide a “rainy-day” fund for future economic downturns or natural disasters. The amendment allows the Governor to declare a fiscal emergency whenever he or she determines that General Fund revenues will decline below budgeted expenditures, or expenditures will increase substantially above available resources. Finally, it requires the State legislature to take action on legislation proposed by the Governor to address fiscal emergencies.

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In November, 2004, voters approved Proposition 60A, which dedicates proceeds from sale of surplus property purchased with General Fund monies to payment of principal and interest on ERB’s approved in March 2004 by Proposition 57. This will likely accelerate repayment, by a few months, of these bonds.

On July 11, 2005, Governor Schwarzenegger signed the 2005-06 Budget. In the face of increasing revenues, this balanced budget proposal provides for a 7.5% increase in General Fund spending over the previous year. This proposal attempts to close a budget gap of over $9 billion.

As of July 14, 2005, California’s general obligation bonds have been assigned ratings of A, A2, and A by S&P, Moody’s and Fitch, respectively. Moody’s upgraded California’s rating in July 2005, citing an established trend of recovery in California’s economy and improved financial outlook. Fitch has upgraded its previous negative outlook regarding California’s bonds because of its improved economic and revenue performance. A downward revision or withdrawal of such ratings, or either of them, may have an effect on the market price of California Municipal Obligations.

Revenue bonds represent both obligations payable from State revenue-producing enterprises and projects, which are not payable from the General Fund, and conduit obligations payable only from revenues paid by private users of facilities financed by such revenue bonds, are liable. Such enterprises and projects include transportation projects, various public works and exposition projects, educational facilities (including the California State University and University of California systems), housing, health facilities, and pollution control facilities.

The State is party to numerous legal proceedings, many of which normally occur in governmental operations and which, if decided against the State, might require the State to make significant future expenditures or impair future revenue sources.

Constitutional and statutory amendments as well as budget developments may affect the ability of California issuers to pay interest and principal on their obligations. The overall effect may depend upon whether a particular California tax-exempt security is a general or limited obligation bond and on the type of security provided for the bond. It is possible that measures affecting the taxing or spending authority of California or its political subdivisions may be approved or enacted in the future.

New York Municipal Securities. As used in this Statement of Additional Information, the term “New York Municipal Securities” refers to municipal securities, the income from which is exempt from federal, New York and New York City personal income tax.

Risk Factors Regarding Investments in New York Municipal Securities. The events of September 11, 2001 had a significant impact upon the New York State economy and more directly on that of New York City. Prior to September 11, the nation’s and the State’s economies had been weakening and the loss of over seventy thousand jobs in New York City as a direct result of September 11 produced material budgetary pressures including increased budget gaps for New York City and reductions to the State surpluses.

New York State has historically been one of the wealthiest states in the nation, maintaining the second largest state economy in the United States. The State’s economy is diverse with a comparatively large share of the nation’s financial activities, information, education and health services employment, and a very small share of the nation’s farming and mining activity. Travel and tourism constitute important parts of the economy. For decades, however, the State’s economy grew more slowly than that of the nation as a whole, gradually eroding the State’s relative economic affluence, as urban centers lost the more affluent to the suburbs and people and businesses migrated to the South and the West. While the growth of New York State’s economy has equaled or exceeded national trends, the events of September 11 and the corporate governance scandals resulted in a much sharper downturn than the rest of the nation. It appears, however, that the New York State economy has begun to emerge from recession. In 2004, the State economy began to grow after more than two years of decline. The New York wage and salary growth is expected to be 4.9 percent in 2005. State nonagricultural employment is projected to rise to 1.1 percent in 2005, but below projected growth of 1.8 percent for the nation.

The State has for many years imposed a very high, relative to other states, state and local tax burden on residents. The burden of state and local taxation in combination with the many other causes of regional economic

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dislocation, has contributed to the decisions of some businesses and individuals to relocate outside, or not locate within, New York. The economic and financial condition of the State also may be affected by various financial, social, economic and political factors. For example, the securities industry is more central to New York’s economy than to the national economy, therefore any significant decline in stock market performance could adversely affect the State’s income and employment levels. Furthermore, such social, economic and political factors can be very complex, may vary from year to year and can be the result of actions taken not only by the State and its agencies and instrumentalities, but also by entities, such as the Federal government, that are not under the control of the State.

The fiscal stability of New York State is related to the fiscal stability of the State’s municipalities, its agencies and authorities (which generally finance, construct and operate revenue-producing public benefit facilities). This is due in part to the fact that agencies, authorities and local governments in financial trouble often seek State financial assistance. The experience has been that if New York City or any of its agencies or authorities suffers serious financial difficulty, both the ability of the State, New York City, the State’s political subdivisions, the agencies and the authorities to obtain financing in the public credit markets and the market price of outstanding New York tax-exempt securities will be adversely affected.

On February 12, 2004, the Office of the State Deputy Comptroller issued a report that concluded that New York City had overcome its most serious fiscal challenge since the 1970s, and that despite the budget risks cited in the report, New York City would end Fiscal Year 2004 with a substantial budget surplus and have little difficulty balancing the Fiscal Year 2005 budget because it can draw upon reserves and other resources if needed. The report cautioned that continued progress toward recurring budget balance would depend upon sustained economic improvement, an affordable labor agreement, and a reduction in the projected growth in nondiscretionary spending. The City of New York Executive Budget for Fiscal Year 2006 provides for a balanced budget of $49.7 billion and projects an operating surplus of $3.3 billion, used to help balance the Budget. The Budget also predicts significant budget gaps for Fiscal Year 2007 and beyond.

On March 31, 2005, a balanced Budget for 2005-06 was approved by the State legislature. It represents a spending increase of 4.3% over the 2004-05 budget. However, it is predicated on an ever-increasing level of non-recurring resources — using one-time resources to pay for ongoing costs. The Office of the State Comptroller believes this practice only prolongs the State’s fiscal instability since a solution to the greater problems is delayed for another fiscal year. The 2005-06 Budget relies upon a total increase in outstanding debt of $7.7 billion as compared to 2004-05. By 2009-10, the State is projected to have over $55 billion in outstanding debt, representing a 52% increase from 2000.

State actions affecting the level of receipts and disbursements, the relative strength of the State and regional economies and actions of the federal government may create budget gaps for the State. These gaps may result from significant disparities between recurring revenues and the costs of maintaining or increasing the level of spending for State programs. To address a potential imbalance in any given fiscal year, the State would be required to take actions to increase receipts and/or reduce disbursements as it enacts the budget for that year. Under the State constitution, the governor is required to propose a balanced budget each year. There can be no assurance; however, that the legislature will enact the governor’s proposals or that the State’s actions will be sufficient to preserve budgetary balance in a given fiscal year or to align recurring receipts and disbursements in future fiscal years.

The fiscal stability of the State is related to the fiscal stability of its public authorities. Authorities have various responsibilities, including those that finance, construct and/or operate revenue-producing public facilities. Authorities are not subject to the constitutional restrictions on the incurrence of debt that apply to the State itself, and may issue bonds and notes within the amounts and restrictions set forth in their legislative authorization.

Authorities are generally supported by revenues generated by the projects financed or operated, such as tolls charged for use of highways, bridges or tunnels, charges for electric power, electric and gas utility services, rentals charged for housing units and charges for occupancy at medical care facilities. In addition, State legislation authorizes several financing techniques for authorities. Also, there are statutory arrangements providing for State local assistance payments otherwise payable to localities, to be made under certain circumstances directly to the authorities. Although the State has no obligation to provide additional assistance to localities whose local assistance payments have been paid to authorities under these arrangements, if local assistance payments are diverted the

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affected localities could seek additional State assistance. Some authorities also receive monies from State appropriations to pay for the operating costs of certain of their programs.

As of July 9, 2004, S&P had given New York State’s general obligation bonds a rating of AA and Fitch had given the bonds a rating of AA-. As of February 24, 2005, Moody’s had given the State’s general obligation bonds a rating of A1/Positive. Moody’s based its rating on New York’s broad-based, mature and wealthy economy. As of September 19, 2005, Moody’s rated New York City’s outstanding general obligation bonds A2, S&P rated such bonds A and Fitch rated them A+. A downward revision or withdrawal of such ratings, or either of them, may have an effect on the market price of New York Municipal Obligations.

The State is party to numerous legal proceedings, involving State finances and programs and miscellaneous civil rights, real property, contract and other tort claims in which the State is a defendant. Adverse developments in these proceedings, other proceedings for which there are unanticipated, unfavorable and material judgments, or the initiation of new proceedings could adversely affect the ability of the State to maintain a 2005-06 balanced Budget.

Over the long term, the State and New York City may face potential economic problems. New York City accounts for a large portion of the State’s population and personal income, and New York City’s financial health affects the State in numerous ways. New York City continues to require significant financial assistance from the State and depends on State aid to both enable it to balance its budget and to meet its cash requirements. The State could also be affected by the ability of New York City to market its securities successfully in the public credit markets.

ADDITIONAL INVESTMENTS

When-Issued and Delayed Delivery Securities. The Funds may purchase securities on a when-issued or delayed delivery basis. For example, delivery of and payment for these securities can take place a month or more after the date of the purchase commitment. The purchase price and the interest rate payable, if any, on the securities are fixed on the purchase commitment date or at the time the settlement date is fixed. The value of such securities is subject to market fluctuation and, for money market instruments and other fixed income securities, no interest accrues to a Fund until settlement takes place. At the time a Fund makes the commitment to purchase securities on a when-issued or delayed delivery basis, it will record the transaction, reflect the value each day of such securities in determining its net asset value (“NAV”) and, if applicable, calculate the maturity for the purposes of average maturity from that date. At the time of settlement a when-issued security may be valued at less than the purchase price. To facilitate such acquisitions, each Fund will maintain with JPMorgan Chase Bank, the Fund’s custodian (see “Custodian”) a segregated account with liquid assets, consisting of cash, U.S. government securities or other appropriate securities, in an amount at least equal to such commitments. On delivery dates for such transactions, each Fund will meet its obligations from maturities or sales of the securities held in the segregated account and/or from cash flow. If a Fund chooses to dispose of the right to acquire a when-issued security prior to its acquisition, it could, as with the disposition of any other portfolio obligation, incur a gain or loss due to market fluctuation. Also, a Fund may be disadvantaged if the other party to the transaction defaults.

Investment Company Securities. Securities of other investment companies may be acquired by some of the Funds to the extent permitted under the 1940 Act or any order pursuant thereto. These limits require that, as determined immediately after a purchase is made, (i) not more than 5% of the value of a Fund’s total assets will be invested in the securities of any one investment company, (ii) not more than 10% of the value of its total assets will be invested in the aggregate in securities of investment companies as a group, and (iii) not more than 3% of the outstanding voting stock of any one investment company will be owned by a Fund. As a shareholder of another investment company, a Fund would bear, along with other shareholders, its pro rata portion of the other investment company’s expenses, including advisory fees. These expenses would be in addition to the advisory and other expenses that a Fund bears directly in connection with its own operations.

Interfund Lending. To satisfy redemption requests or to cover unanticipated cash shortfalls, the Funds may enter into lending agreements (“Interfund Lending Agreements”) under which the Funds would lend money and borrow money for temporary purposes directly to and from each other through a credit facility (“Interfund Loan”), subject to meeting the conditions of an SEC exemptive order permitting such interfund lending. No Fund may borrow more than the lesser of the amount permitted by Section 18 of the 1940 Act or the amount permitted by its

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investment limitations. All Interfund Loans will consist only of uninvested cash reserves that the Fund otherwise would invest in short-term repurchase agreements or other short-term instruments.

If a Fund has outstanding borrowings, any Interfund Loans to the Fund (a) will be at an interest rate equal to or lower than any outstanding bank loan, (b) will be secured at least on an equal priority basis with at least an equivalent percentage of collateral to loan value as any outstanding bank loan that requires collateral, (c) will have a maturity no longer than any outstanding bank loan (and in any event not over seven days), and (d) will provide that, if an event of default occurs under any agreement evidencing an outstanding bank loan to the Fund, the event of default will automatically (without need for action or notice by the lending Fund) constitute an immediate event of default under the Interfund Lending Agreement entitling the lending Fund to call the Interfund Loan (and exercise all rights with respect to any collateral) and that such call will be made if the lending bank exercises its right to call its loan under its agreement with the borrowing Fund.

A Fund may make an unsecured borrowing through the credit facility if its outstanding borrowings from all sources immediately after the interfund borrowing total 10% or less of its total assets; provided, that if the Fund has a secured loan outstanding from any other lender, including but not limited to another Fund, the Fund’s interfund borrowing will be secured on at least an equal priority basis with at least an equivalent percentage of collateral to loan value as any outstanding loan that requires collateral. If a Fund’s total outstanding borrowings immediately after an interfund borrowing would be greater than 10% of its total assets, the Fund may borrow through the credit facility on a secured basis only. A Fund may not borrow through the credit facility or from any other source if its total outstanding borrowings immediately after the interfund borrowing would exceed the limits imposed by Section 18 of the 1940 Act.

No Fund may lend to another Fund through the interfund lending credit facility if the loan would cause its aggregate outstanding loans through the credit facility to exceed 15% of the lending Fund’s net assets at the time of the loan. A Fund’s Interfund Loans to any one Fund shall not exceed 5% of the lending Fund’s net assets. The duration of Interfund Loans is limited to the time required to receive payment for securities sold, but in no event more than seven days. Loans effected within seven days of each other will be treated as separate loan transactions for purposes of this condition. Each Interfund Loan may be called on one business day’s notice by a lending Fund and may be repaid on any day by a borrowing Fund.

The limitations detailed above and the other conditions of the SEC exemptive order permitting interfund lending are designed to minimize the risks associated with interfund lending for both the lending fund and the borrowing fund. However, no borrowing or lending activity is without risk. When a Fund borrows money from another Fund, there is a risk that the loan could be called on one day’s notice or not renewed, in which case the Fund may have to borrow from a bank at higher rates if an Interfund Loan were not available from another Fund. A delay in repayment to a lending Fund could result in a lost opportunity or additional borrowing costs.

Reverse Repurchase Agreements. The Funds may enter into reverse repurchase agreements. In a reverse repurchase agreement, a Fund sells a security and agrees to repurchase the same security at a mutually agreed upon date and price reflecting the interest rate effective for the term of the agreement. For purposes of the 1940 Act, a reverse repurchase agreement is also considered as the borrowing of money by the Fund and, therefore, a form of leverage. Leverage may cause any gains or losses for a Fund to be magnified. The Funds will invest the proceeds of borrowings under reverse repurchase agreements. In addition, except for liquidity purposes, a Fund will enter into a reverse repurchase agreement only when the expected return from the investment of the proceeds is greater than the expense of the transaction. A Fund will not invest the proceeds of a reverse repurchase agreement for a period which exceeds the duration of the reverse repurchase agreement. A Fund would be required to pay interest on amounts obtained through reverse repurchase agreements, which are considered borrowings under federal securities laws. The repurchase price is generally equal to the original sales price plus interest. Reverse repurchase agreements are usually for seven days or less and cannot be repaid prior to their expiration dates. Each Fund will establish and maintain with the custodian a separate account with a segregated portfolio of securities in an amount at least equal to its purchase obligations under its reverse repurchase agreements. Reverse repurchase agreements involve the risk that the market value of the portfolio securities transferred may decline below the price at which a Fund is obliged to purchase the securities. All forms of borrowing (including reverse repurchase agreements and securities lending) are limited in the aggregate and may not exceed 33-1/3% of a Fund’s total assets.

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Forward Commitments. Some Funds may purchase securities for delivery at a future date, which may increase their overall investment exposure and involves a risk of loss if the value of the securities declines prior to the settlement date. In order to invest a Fund’s assets immediately, while awaiting delivery of securities purchased on a forward commitment basis, short-term obligations that offer same-day settlement and earnings will normally be purchased. Although, with respect to the such Funds, short-term investments will normally be in tax-exempt securities or municipal obligations, short-term taxable securities or obligations may be purchased if suitable short-term tax-exempt securities or municipal obligations are not available. When a commitment to purchase a security on a forward commitment basis is made, procedures are established consistent with the General Statement of Policy of the Securities and Exchange Commission (“SEC”) concerning such purchases. Since that policy currently recommends that an amount of the respective Fund’s assets equal to the amount of the purchase be held aside or segregated to be used to pay for the commitment, a separate account of such Fund consisting of cash, cash equivalents or high quality debt securities equal to the amount of such Fund’s commitments will be established at such Fund’s custodian bank. For the purpose of determining the adequacy of the securities in the account, the deposited securities will be valued at market value. If the market value of such securities declines, additional cash, cash equivalents or highly liquid securities will be placed in the account daily so that the value of the account will equal the amount of such commitments by the respective Fund.

Although it is not intended that such purchases would be made for speculative purposes, purchases of securities on a forward commitment basis may involve more risk than other types of purchases. Securities purchased on a forward commitment basis and the securities held in the respective Fund’s portfolio are subject to changes in value based upon the public’s perception of the creditworthiness of the issuer and changes, real or anticipated, in the level of interest rates. Purchasing securities on a forward commitment basis can involve the risk that the yields available in the market when the delivery takes place may actually be higher or lower than those obtained in the transaction itself. On the settlement date of the forward commitment transaction, the respective Fund will meet its obligations from then available cash flow, sale of securities held in the separate account, sale of other securities or, although it would not normally expect to do so, from sale of the forward commitment securities themselves (which may have a value greater or lesser than such Fund’s payment obligations). The sale of securities to meet such obligations may result in the realization of capital gains or losses, which, for consideration by investors in the Municipal Funds, are not exempt from federal, state or local taxation. Purchasing securities on a forward commitment basis may also involve the risk of default by the other party on the obligation, delaying or preventing the Fund from recovering the collateral or completing the transaction.

To the extent a Fund engages in forward commitment transactions, it will do so for the purpose of acquiring securities consistent with its investment objective and policies and not for the purpose of investment leverage, and settlement of such transactions will be within 90 days from the trade date.

Stand-By Commitments. When a Fund purchases securities it may also enter into put transactions, including those referred to as stand-by commitments, with respect to such securities. Under a stand-by commitment, a bank, broker-dealer or other financial institution agrees to purchase at a Fund’s option a specified security at a specified price within a specified period prior to its maturity date and entitles a Fund to same day settlement and to receive an exercise price equal to the amortized cost of the underlying security plus accrued interest, if any, at the time of exercise. A put transaction will increase the cost of the underlying security and consequently reduce the available yield.

The amount payable to a Money Market Fund upon its exercise of a stand-by commitment with respect to a municipal obligation normally would be (i) the acquisition cost of the municipal obligation (excluding any accrued interest paid by the Fund on the acquisition), less any amortized market premium or plus any amortized market or original issue discount during the period the Fund owned the security, plus (ii) all interest accrued on the security since the last interest payment date during the period the security was owned by the Fund. Absent unusual circumstances relating to a change in market value, a Money Market Fund would value the underlying municipal obligation at amortized cost. Accordingly, the amount payable by a bank or dealer during the time a stand-by commitment is exercisable would be substantially the same as the market value of the underlying municipal obligation. The Money Market Funds value stand-by commitments at zero for purposes of computing their net asset value per share.

15



The stand-by commitments that may be entered into by the Funds are subject to certain risks, which include the ability of the issuer of the commitment to pay for the securities at the time the commitment is exercised, the fact that the commitment is not marketable by a Fund, and the fact that the maturity of the underlying security will generally be different from that of the commitment. Not more than 10% of the total assets of a Money Market Fund will be invested in municipal obligations that are subject to stand-by commitments from the same bank or broker-dealer.

Floating and Variable Rate Securities and Participation Certificates. Some Funds may invest in floating and variable rate securities. Floating and variable rate demand instruments permit the holder to demand payment upon a specified number of days’ notice of the unpaid principal balance plus accrued interest either from the issuer or by drawing on a bank letter of credit, a guarantee or insurance issued with respect to such instrument. The floating or variable rate demand instruments in which the Funds may invest are payable on demand on not more than seven calendar days’ notice.

The terms of these types of securities provide that interest rates are adjustable at intervals ranging from daily to up to six months and the adjustments are based upon the prime rate of a bank or other short-term rates, such as Treasury Bills or London Interbank Offered Rate, as provided in the respective instruments. The Funds will decide which floating or variable rate securities to purchase in accordance with procedures prescribed by the Board of Trustees of the Trust in order to minimize credit risks.

The Board of Trustees may determine that an unrated floating or variable rate security meets the Fund’s high quality criteria if it is backed by a letter of credit or guarantee or is insured by an insurer that meets such quality criteria, or on the basis of a credit evaluation of the underlying obligor. If the credit of the obligor is of “high quality”, no credit support from a bank or other financial institution will be necessary. The Board of Trustees will re-evaluate each unrated floating or variable rate security on a quarterly basis to determine that it continues to meet a Fund’s high quality criteria. If an instrument is ever deemed to fall below a Fund’s high quality standards, either it will be sold in the market or the demand feature will be exercised.

The securities in which certain of the Funds may invest include participation certificates issued by a bank, insurance company or other financial institution in securities owned by such institutions or affiliated organizations (“Participation Certificates”), and, in the case of the Prime Money Market Fund, certificates of indebtedness or safekeeping. Participation Certificates are pro rata interests in securities held by others; certificates of indebtedness or safekeeping are documentary receipts for such original securities held in custody by others. A Participation Certificate gives a Fund an undivided interest in the security in the proportion that the Fund’s participation interest bears to the total principal amount of the security and generally provides the demand feature described below. Each Participation Certificate is backed by an irrevocable letter of credit or guaranty of a bank (which may be the bank issuing the Participation Certificate, a bank issuing a confirming letter of credit to the issuing bank, or a bank serving as agent of the issuing bank with respect to the possible repurchase of the Participation Certificate) or insurance policy of an insurance company that the Board of Trustees of the Trust has determined meets the prescribed quality standards for a particular Fund.

A Fund may have the right to sell the Participation Certificate back to the institution and draw on the letter of credit or insurance on demand after the prescribed notice period, for all or any part of the full principal amount of the Fund’s participation interest in the security, plus accrued interest. The institutions issuing the Participation Certificates would retain a service and letter of credit fee and a fee for providing the demand feature, in an amount equal to the excess of the interest paid on the instruments over the negotiated yield at which the Participation Certificates were purchased by a Fund. The total fees would generally range from 5% to 15% of the applicable prime rate or other short-term rate index. With respect to insurance, a Fund will attempt to have the issuer of the Participation Certificate bear the cost of any such insurance, although a Fund may retain the option to purchase insurance if deemed appropriate. Obligations that have a demand feature permitting a Fund to tender the obligation to a foreign bank may involve certain risks associated with foreign investment. A Fund’s ability to receive payment in such circumstances under the demand feature from such foreign banks may involve certain risks such as future political and economic developments, the possible establishments of laws or restrictions that might adversely affect the payment of the bank’s obligations under the demand feature and the difficulty of obtaining or enforcing a judgment against the bank.

16



The Adviser has been instructed by the Board of Trustees to monitor on an ongoing basis the pricing, quality and liquidity of the floating and variable rate securities held by the Funds, including Participation Certificates, on the basis of published financial information and reports of the rating agencies and other bank analytical services to which the Funds may subscribe. Although these instruments may be sold by a Fund, it is intended that they be held until maturity. The Internal Revenue Service has not ruled on whether interest on participations in floating or variable rate municipal obligations is tax-exempt. Participation Certificates will only be purchased by the Municipal Funds if, in the opinion of counsel to the issuer, interest income on such instruments will be tax-exempt when distributed as dividends to shareholders of such Fund.

Past periods of high inflation, together with the fiscal measures adopted to attempt to deal with inflation, have seen wide fluctuations in interest rates, particularly “prime rates” charged by banks. While the value of the underlying floating or variable rate securities may change with changes in interest rates generally, the floating or variable rate nature of the underlying floating or variable rate securities should minimize changes in value of the instruments. Accordingly, as interest rates decrease or increase, the potential for capital appreciation and the risk of potential capital depreciation is less than would be the case with a portfolio of fixed rate securities. A Fund’s portfolio may contain floating or variable rate securities on which stated minimum or maximum rates, or maximum rates set by state law, limit the degree to which interest on such floating or variable rate securities may fluctuate; to the extent this does occur, increases or decreases in value may be somewhat greater than would be the case without such limits. Because the adjustment of interest rates on the floating or variable rate securities is made in relation to movements of the applicable banks’ “prime rates” or other short-term rate adjustment indices, the floating or variable rate securities are not comparable to long-term fixed rate securities. Accordingly, interest rates on the floating or variable rate securities may be higher or lower than current market rates for fixed rate obligations of comparable quality with similar maturities.

The maturity of variable rate securities is deemed to be the longer of (i) the notice period required before a Fund is entitled to receive payment of the principal amount of the security upon demand or (ii) the period remaining until the security’s next interest rate adjustment. The maturity of a variable rate demand instrument will be determined in the same manner for purposes of computing the Fund’s dollar weighted average portfolio maturity.

Tender Option Floating or Variable Rate Certificates. Certain Funds may invest in tender option bonds. A tender option bond is a synthetic floating or variable rate security issued when long term bonds are purchased in the secondary market and are then deposited into a trust. Custodial receipts are then issued to investors, such as the Funds, evidencing ownership interests in the trust. The trust sets a floating or variable rate on a daily or weekly basis which is established through a remarketing agent. These types of instruments, to be money market eligible under Rule 2a-7, must have a liquidity facility in place which provides additional comfort to the investors in case the remarketing fails. The sponsor of the trust keeps the difference between the rate on the long term bond and the rate on the short term floating or variable rate security.

Zero Coupon and Stripped Obligations. The Funds may invest up to 20% of its total assets in stripped obligations. The principal and interest components of U.S. Treasury bonds with remaining maturities of longer than ten years are eligible to be traded independently under the Separate Trading of Registered Interest and Principal of Securities (“STRIPS”) program. Under the STRIPS program, the principal and interest components are separately issued by the U.S. Treasury at the request of depository financial institutions, which then trade the component parts separately. The interest component of STRIPS may be more volatile than that of U.S. Treasury bills with comparable maturities. Certain Funds may also invest in zero coupon obligations. Zero coupon obligations are sold at a substantial discount from their value at maturity and, when held to maturity, their entire return, which consists of the amortization of discount, comes from the difference between their purchase price and maturity value. Because interest on a zero coupon obligation is not distributed on a current basis, the obligation tends to be subject to greater price fluctuations in response to changes in interest rates than are ordinary interest-paying securities with similar maturities. As with STRIPS, the risk is greater when the period to maturity is longer. The value of zero coupon obligations appreciates more than such ordinary interest-paying securities during periods of declining interest rates and depreciates more than such ordinary interest-paying securities during periods of rising interest rates. Under the rules of the Internal Revenue Code of 1986, as amended (the “Code”), investments in zero coupon obligations will result in the accrual of interest income on such investments in advance of the receipt of the cash corresponding to such income.

17



Zero coupon securities may be created when a dealer deposits a U.S. Treasury or federal agency security with a custodian and then sells the coupon payments and principal payment that will be generated by this security separately. Proprietary receipts, such as Certificates of Accrual on Treasury Securities, Treasury Investment Growth Receipts and generic Treasury Receipts, are examples of stripped U.S. Treasury securities separated into their component parts through such custodial arrangements.

Custodial Receipts. Certain Funds may acquire securities in the form of custodial receipts that evidence ownership of future interest payments, principal payments or both on certain U.S. Treasury notes or bonds in connection with programs sponsored by banks and brokerage firms. These are not deemed U.S. government securities. These notes and bonds are held in custody by a bank on behalf of the owners of the receipts.

Funding Agreements. Certain Funds may invest in short-term funding agreements. A funding agreement is a contract between an issuer and a purchaser that obligates the issuer to pay a guaranteed rate of interest on a principal sum deposited by a purchaser. Funding agreements generally will also guarantee the return of principal and may guarantee a stream of payments over time. A funding agreement has a fixed maturity date and may have either a fixed or variable interest rate that is based on an index and guaranteed for a set time period. Because there generally is no active secondary market for these investments, a funding agreement may be deemed to be illiquid.

Temporary Defensive Positions. For temporary defensive purposes, certain Funds may invest without limitation in high quality taxable money market instruments and repurchase agreements, the interest income from which may be taxable to shareholders as ordinary income for federal income tax purposes.

Illiquid Investments; Privately Placed and Other Unregistered Securities. Certain Funds may invest in privately placed, restricted, Rule 144A or other unregistered securities. No Fund may acquire any illiquid securities if, as a result thereof, more than 10% of a Fund’s net assets would be in illiquid investments. Subject to this non-fundamental policy limitation, each Fund may acquire investments that are illiquid or have limited liquidity, such as the Prime Money Market Fund’s investments in private placements or investments that are not registered under the Securities Act of 1933, as amended (the “1933 Act”), and cannot be offered for public sale in the United States without first being registered under the 1933 Act. An illiquid investment is any investment that cannot be disposed of within seven days in the normal course of business at approximately the amount at which it is valued by a Fund. The price a Fund pays for illiquid securities or receives upon resale may be lower than the price paid or received for similar securities with a more liquid market. Accordingly the valuation of these securities will reflect any limitations on their liquidity.

Such Funds may also purchase Rule 144A securities sold to institutional investors without registration under the 1933 Act. These securities may be determined to be liquid in accordance with guidelines established by the Adviser and approved by the Board of Trustees. The Board of Trustees will monitor the Adviser’s implementation of these guidelines on a periodic basis.

As to illiquid investments, a Fund is subject to a risk that should the Fund decide to sell them when a ready buyer is not available at a price the Fund deems representative of their value, the value of the Fund’s net assets could be adversely affected. Where an illiquid security must be registered under the 1933 Act, before it may be sold, a Fund may be obligated to pay all or part of the registration expenses, and a considerable period may elapse between the time of the decision to sell and the time the Fund may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, a Fund might obtain a less favorable price than prevailed when it decided to sell.

Securities Lending. To generate additional income, the 100% U.S. Treasury Securities Money Market Fund, may lend up to 33-1/3% of such Fund’s total assets pursuant to agreements requiring that the loan be continuously secured by collateral equal at all times to at least 100% of the market value plus accrued interest on the securities lent. Typically such collateral will be secured by U.S. Treasury securities, but it may also be secured by cash. The Fund receives payments from the borrowers equivalent to the dividends and interest which would have been earned on the securities lent. In addition, the Fund will receive a borrower fee from the borrower regardless of whether the loan is secured by U.S. Treasury securities or cash.

18



DIVERSIFICATION AND QUALITY REQUIREMENTS

Each of the Funds intends to meet the diversification requirements of the 1940 Act. Current 1940 Act diversification requirements require that with respect to 75% of the assets of each Fund: (1) the Fund may not invest more than 5% of its total assets in the securities of any one issuer, except obligations of the U.S. government, its agencies and instrumentalities, and (2) the Fund may not own more than 10% of the outstanding voting securities of any one issuer. As for the other 25% of a Fund’s assets not subject to the limitation described above, there is no limitation on investment of these assets under the 1940 Act, so that all of such assets may be invested in securities of any one issuer. Investments not subject to the limitations described above could involve an increased risk to a Fund should an issuer, or a state or its related entities, be unable to make interest or principal payments or should the market value of such securities decline.

The Funds will also comply with the diversification requirements imposed by the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as a regulated investment company. See “Distributions and Tax Matters.” To meet these requirements, a Fund must diversify its holdings so that, with respect to 50% of the Fund’s assets, no more than 5% of its assets are invested in the securities of any one issuer other than the U.S. government at the close of each quarter of the Fund’s taxable year. The Fund may, with respect to the remaining 50% of its assets, invest up to 25% of its assets in the securities of any one issuer (except this limitation does not apply to U.S. government securities).

At the time the California Municipal Money Market Fund or the New York Municipal Money Market Fund acquires its investments, the investments will be rated (or issued by an issuer that is rated with respect to a comparable class of short-term debt obligations) in one of the two highest rating categories for short-term debt obligations assigned by at least two nationally recognized rating organizations (or one rating organization if the obligation was rated by only one such organization). These high quality securities are divided into “first tier” and “second tier” securities. First tier securities have received the highest rating from at least two rating organizations (or one, if only one has rated the security). Second tier securities have received ratings within the two highest categories from at least two rating agencies (or one, if only one has rated the security), but do not qualify as first tier securities. Each of these Funds may also purchase obligations that are not rated, but are determined by the Adviser, based on procedures adopted by the Trustees, to be of comparable quality to rated first or second tier securities. These Funds may not purchase any second tier security if, as a result of its purchase (a) more than 5% of its total assets would be invested in second tier securities or (b) more than 1% of its total assets or $1 million (whichever is greater) would be invested in the second tier securities of a single issuer.

At the time any of the other JPMorgan Money Market Funds acquires its investments, the investments will qualify as first tier securities. The Funds may also purchase obligations that are not rated, but are determined by the Adviser, based on procedures adopted by the Trustees, to be of comparable quality to rated first tier securities. The Funds may not purchase any security which qualifies as a second tier security at the time of the Fund’s investment.

INVESTMENT RESTRICTIONS

The investment restrictions below have been adopted by the Trust with respect to the Funds. Except where otherwise noted, these investment restrictions are “fundamental” policies which, under the 1940 Act, may not be changed without the vote of a majority of the outstanding voting securities of a Fund. A “majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of (a) 67% or more of the voting securities present at a meeting if the holders of more than 50% of the outstanding voting securities are present or represented by proxy, or (b) more than 50% of the outstanding voting securities. The percentage limitations contained in the restrictions below apply at the time of the purchase of securities.

If a percentage or rating restriction on investment or use of assets set forth herein or in a Prospectus is adhered to at the time of investment, later changes in percentage or ratings resulting from any cause other than actions by a Fund will not be considered a violation. If the value of a Fund’s holdings of illiquid securities at any time exceeds the percentage limitation applicable at the time of acquisition due to subsequent fluctuations in value or other reasons, the Board of Trustees will consider what actions, if any, are appropriate to maintain adequate liquidity.

19



Fundamental Investment Restrictions. Each Fund:

(1)  
  May not borrow money, except to the extent permitted by applicable law;

(2)  
  May make loans to other persons, in accordance with the Fund’s investment objective and policies and to the extent permitted by applicable law;

(3)  
  May not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities, or repurchase agreements secured thereby) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. Notwithstanding the foregoing, (i) the Money Market Funds may invest more than 25% of their total assets in obligations issued by banks, including U.S. banks; and (ii) the Municipal Funds may invest more than 25% of their respective assets in municipal obligations secured by bank letters of credit or guarantees, including Participation Certificates;

(4)  
  May not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments, but this shall not prevent a Fund from (i) purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities or (ii) engaging in forward purchases or sales of foreign currencies or securities;

(5)  
  May not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prevent a Fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business). Investments by a Fund in securities backed by mortgages on real estate or in marketable securities of companies engaged in such activities are not hereby precluded;

(6)  
  May not issue any senior security (as defined in the 1940 Act), except that (a) a Fund may engage in transactions that may result in the issuance of senior securities to the extent permitted under applicable regulations and interpretations of the 1940 Act or an exemptive order; (b) a Fund may acquire other securities, the acquisition of which may result in the issuance of a senior security, to the extent permitted under applicable regulations or interpretations of the 1940 Act; and (c) subject to the restrictions set forth above, a Fund may borrow money as authorized by the 1940 Act. For purposes of this restriction, collateral arrangements with respect to a Fund’s permissible options and futures transactions, including deposits of initial and variation margin, are not considered to be the issuance of a senior security; or

(7)  
  May not underwrite securities issued by other persons except insofar as a Fund may technically be deemed to be an underwriter under the 1933 Act in selling a portfolio security.

In addition, as a matter of fundamental policy, notwithstanding any other investment policy or restriction, a Fund may seek to achieve its investment objective by investing all of its investable assets in another investment company having substantially the same investment objective and policies as the Fund. For purposes of investment restriction (2) above, loan participators are considered to be debt instruments.

For the Tax Free Money Market Fund, California Municipal Money Market Fund and New York Municipal Money Market Fund, the following 80% investment policy for each Fund is fundamental and may not be changed without shareholder approval:

(1)  
  The Tax Free Money Market Fund will invest at least 80% of the value of its Assets in municipal obligations. “Assets” means net assets, plus the amount of borrowings for investment purposes.

(2)  
  The California Municipal Money Market Fund normally invests at least 80% of the value of its Assets in municipal obligations, the interest on which is excluded from gross income for federal income tax purposes, exempt from California personal income taxes and is not subject to the federal alternative

20



       
  minimum tax on individuals. “Assets” means net assets, plus the amount of borrowings for investment purposes.
(3)  
  The New York Municipal Money Market Fund normally invests at least 80% of the value of its Assets in municipal obligations, the interest on which is excluded from gross income for federal income tax purposes, exempt from New York State and New York City personal income taxes and is not subject to the federal alternative minimum tax on individuals. “Assets” means net assets, plus the amount of borrowings for investment purposes.

For purposes of investment restriction (5) above, real estate includes real estate limited partnerships. For purposes of investment restriction (3) above, industrial development bonds, where the payment of principal and interest is the ultimate responsibility of companies within the same industry, are grouped together as an “industry.” Investment restriction (3) above, however, is not applicable to investments by a Fund in municipal obligations where the issuer is regarded as a state, city, municipality or other public authority since such entities are not members of any “industry.” Supranational organizations are collectively considered to be members of a single “industry” for purposes of restriction (3) above.

Non-Fundamental Investment Restrictions. In addition, each Fund is subject to the following non-fundamental investment restrictions which may be changed without shareholder approval:

(1)  
  Each Fund may not, with respect to 75% of its assets, hold more than 10% of the outstanding voting securities of any issuer or invest more than 5% of its assets in the securities of any one issuer (other than obligations of the U.S. government, its agencies and instrumentalities).

(2)  
  Each Fund may not make short sales of securities, other than short sales “against the box,” or purchase securities on margin except for short-term credits necessary for clearance of portfolio transactions, provided that this restriction will not be applied to limit the use of options, futures contracts and related options, in the manner otherwise permitted by the investment restrictions, policies and investment program of a Fund. The Funds have no current intention of making short sales against the box.

(3)  
  Each Fund may not purchase or sell interests in oil, gas or mineral leases.

(4)  
  Each Fund may not invest more than 10% of its net assets in illiquid securities.

(5)  
  Each Fund may not write, purchase or sell any put or call option or any combination thereof, provided that this shall not prevent (i) the writing, purchasing or selling of puts, calls or combinations thereof with respect to portfolio securities or (ii) with respect to a Fund’s permissible futures and options transactions, the writing, purchasing, ownership, holding or selling of futures and options positions or of puts, calls or combinations thereof with respect to futures.

(6)  
  Each Fund may invest up to 5% of its total assets in the securities of any one investment company, but may not own more than 3% of the securities of any one investment company or invest more than 10% of its total assets in the securities of other investment companies.

(7)  
  Each Fund may not acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

For purposes of investment restriction (4) above, illiquid securities includes securities restricted as to resale unless they are determined to be readily marketable in accordance with procedures established by the Board of Trustees.

The investment objective of each Fund is non-fundamental.

For purposes of the Funds’ investment restrictions, the issuer of a tax-exempt security is deemed to be the entity (public or private) ultimately responsible for the payment of the principal of and interest on the security.

21



MANAGEMENT OF THE TRUST

TRUSTEES

The names of the Trustees of the Funds, together with information regarding their year of birth, the year each Trustee became a Board member of the Trust, the year each Trustee first became a Board member of any of the Predecessor JPMorgan Funds (if applicable), principal occupations and other board memberships, including those in any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) or subject to the requirements of Section 15(d) of the Securities Exchange Act or any company registered as an investment company under the 1940 Act, are shown below. The contact address for each of the Trustees is 522 Fifth Avenue, New York, NY 10036.

Name (Year of Birth);
Positions With the Funds (Since)
         Principal Occupations
During Past 5 Years
     Number of
Funds in
Fund Complex
Overseen by
Trustee(1)
     Other Directorships Held
Outside Fund Complex
Independent Trustees
              
 
                                       
 
William J. Armstrong (1941);
Trustee of Trust since 2005; Trustee of heritage JPMorgan Funds since 1987.
              
Retired; Vice President & Treasurer of Ingersoll-Rand Company (manufacturer of industrial equipment) (1972-2000).
          114         
None.
Roland R. Eppley, Jr. (1932);
Trustee of Trust since 2005; Trustee of heritage JPMorgan Funds since 1989.
              
Retired-President & Chief Executive Officer, Eastern Sales Bankcard (1971-1988)
          114         
Director, Janel Hydro, Inc. (automotive) (1993-present).
John F. Finn (1947);
Trustee of Trust since 2005; Trustee of heritage One Group Mutual Funds since 1998.
              
President and Chief Executive Officer of Gardner, Inc. (wholesale distributor to outdoor power equipment industry)
(1979-present).
          113 *       
Director, Cardinal Health, Inc. (CAH) (1994-present).
Dr. Matthew Goldstein (1941);
Trustee of Trust since 2005; Trustee of heritage JPMorgan Funds since 2003.
              
Chancellor of the City University of
New York (1999-present);
President, Adelphi University
(New York) (1998-1999).
          114         
Trustee of Bronx-Lebanon Hospital Center (1992-present); Director of New Plan Excel Realty Trust, Inc. (real estate investment trust) (2000-present); Director of Lincoln Center Institute for the Arts in Education (1999-present).
Robert J. Higgins (1945);
Trustee of Trust since 2005 ; Trustee of heritage JPMorgan Funds since 2002.
              
Retired; Director of Administration of the State of Rhode Island (2003-2004); President-Consumer Banking and Investment Services, Fleet Boston Financial (1971-2001).
          114         
Director of Providian Financial Corp. (banking) (2002-present).
Peter C. Marshall (1942);
Trustee of Trust since 2005; Trustee of heritage One Group Mutual Funds since 1994.
              
Self-employed business consultant (2002-present); Senior Vice President,
W.D. Hoard, Inc. (corporate parent of
DCI Marketing, Inc.) (2000-2002); President, DCI Marketing, Inc.
(1992-2000).
          113 *       
None.
Marilyn McCoy (1948);
Trustee of Trust since 2005; Trustee of heritage One Group Mutual Funds since 1999.
              
Vice President of Administration and Planning, Northwestern University (1985-present).
          113 *       
Director, Mather LifeWays (1994-present); Director, Carleton College (2003-present).
William G. Morton, Jr. (1937);
Trustee of Trust since 2005; Trustee of heritage JPMorgan Funds since 2003.
              
Retired; Chairman Emeritus (2001-2002), and Chairman and Chief Executive Officer, Boston Stock Exchange (1985-2001).
          114         
Director of Radio Shack Corporation (electronics) (1987-present); Director of The National Football Foundation and College Hall of Fame (1994-present); Trustee of the Berklee College of Music (1998-present); Trustee of the Stratton Mountain School (2001-present).
 

22



Name (Year of Birth);
Positions With the Funds (Since)
         Principal Occupations
During Past 5 Years
     Number of
Funds in
Fund Complex
Overseen by
Trustee(1)
     Other Directorships Held
Outside Fund Complex
Robert A. Oden, Jr. (1946);
Trustee of Trust since 2005; Trustee of heritage One Group Mutual Funds since 1997.
              
President, Carleton College (2002-present); President, Kenyon College (1995-2002).
          113*        
Director, American University in Cairo.
Fergus Reid, III (1932);
Trustee of Trust (Chairman) since 2005; Trustee (Chairman) of heritage JPMorgan Funds since 1987.
              
Chairman of Lumelite Corporation (plastics manufacturing) (2003-present); Chairman and Chief Executive Officer of Lumelite Corporation (1985-2002).
          114         
Trustee of Morgan Stanley Funds (209 portfolios) (1995-present).
Frederick W. Ruebeck (1939);
Trustee of Trust since 2005; Trustee of heritage One Group Mutual Funds since 1994.
              
Advisor, Jerome P. Green & Associates, LLC (broker-dealer) (2002-present); Investment Officer, Wabash College (2004-present); self-employed consultant (2000-present); Director of Investments, Eli Lilly and Company (1988-1999).
          113*        
Director, AMS Group (2001-present); Director, Wabash College (1988-present); Trustee, Seabury-Western Theological Seminary (1993-present); Chairman, Indianapolis Symphony Orchestra Foundation (1994-present).
James J. Schonbachler (1943);
Trustee of Trust since 2005;
Trustee of heritage JPMorgan Funds since 2001.
              
Retired; Managing Director of Bankers Trust Company (financial services) (1968-1998).
          114         
None.
Interested Trustee
              
 
                                       
Leonard M. Spalding, Jr. ** (1935);
Trustee of Trust since 2005; Trustee of heritage JPMorgan Funds since 1998.
              
Retired; Chief Executive Officer of Chase Mutual Funds (investment company) (1989-1998); President & Chief Executive Officer of Vista Capital Management (investment management) (1990-1998); Chief Investment Executive of Chase Manhattan Private Bank (investment management) (1990-1998).
          114         
None.
 
______________
(1)
   
A Fund Complex means two or more registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. The JPMorgan Funds Complex for which the Board of Trustees oversees includes nine registered investment companies ( 114 funds) as of August 29, 2005.

*
  This Trustee does not oversee the UM Investment Trust II which is the registered investment company for the Undiscovered Managers Spinnaker Fund, and therefore oversees eight registered investment companies (113 funds) as of August 29, 2005.

**
  Mr. Spalding is deemed to be an “interested person” due to his ownership of JPMorgan Chase stock.

Each Trustee serves for an indefinite term, subject to the Trust’s current retirement policy, which is age 73 for all Trustees, except Messrs. Reid and Eppley, for whom it is age 75. The Board of Trustees decides upon general policies and is responsible for overseeing the business affairs of the Trust.

Standing Committees of the Board

There are four standing committees of the Board of Trustees: Audit Committee, Compliance Committee, Governance Committee and Investment Committee.

The members of the Audit Committee are Messrs. Armstrong (Chair), Eppley, Finn, Higgins and Ruebeck. The purposes of the Audit Committee are to: (i) appoint and determine compensation of the Funds’ independent accountants; (ii) evaluate the independence of the Funds’ independent accountants; (iii) oversee of the performance of the Funds’ audit, accounting and financial reporting policies, practices and internal controls; (iv) approve non-audit services, as required by the statutes and regulations administered by the SEC, including the 1940 Act and the Sarbanes-Oxley Act of 2002; (v) oversee the quality and objectivity of the Funds’ independent audit and the financial statements of the Funds; (vi) determine the independence of the Funds’ independent accountants; (vii) assist the Board in its oversight of the valuation of the Funds’ securities by the Investment Adviser, as well as any sub-adviser, and (viii) act as a liaison between the Funds’ independent auditors and the full Board. At a meeting of

23



the Board of Trustees, the Board approved the reorganization of the Audit Committee whereby the responsibilities for valuation of portfolio securities are transferred from the Valuation and Compliance Committee to the Audit Committee effective August 10, 2005. The Audit Committee has delegated the valuation responsibilities to its Valuation Sub-Committee, comprised of Messrs. Higgins and Ruebeck. In instances in which the valuation procedures of the Funds require Board action, but it is impracticable or impossible to hold a meeting of the entire Board, the Valuation Sub-committee of the Audit Committee will act in lieu of the full Board. The Audit Committee was formed on February 19, 2005 and prior to that time, the predecessor Audit Committee of the Trust was comprised of all of the members of the Board. The Audit Committee met [ ] times during the fiscal year ended August 31, 2005.

As discussed above, the Valuation and Compliance Committee was reorganized and is now known as the Compliance Committee . The members of the Compliance Committee are Ms. McCoy (Chair) and Messrs. Oden, Schonbachler and Spalding. 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. The Valuation and Compliance Committee met [ ] during the fiscal year ended August 31, 2005.

The members of the Governance Committee are Messrs. Reid (Chair), Goldstein, Marshall and Morton, who are each Independent Trustees of the JPMorgan Funds. The duties of the Governance Committee include, but are not limited to, (i) selection and nomination of persons for election or appointment as Trustees; (ii) periodic review of the compensation payable to the non-interested Trustees; (iii) establishment of non-interested Trustee expense policies; (iv) periodic review and evaluation of the functioning of the Board and its committees; (v) selection of independent legal counsel to the non-interested trustees and legal counsel to the Funds; (vi) oversight of ongoing litigation affecting the Funds, the Investment Adviser or the non-interested trustees; (vii) oversight of regulatory issues or deficiencies affecting the Fund (except financial matters considered by the Audit Committee; and (viii) oversight and review of matters with respect to service providers to the Funds (except the Funds’ auditors). 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 other wise 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 JPMorgan 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. 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. The Governance Committee met [ ] during the fiscal year ended August 31, 2005.

Each member of the Board serves on the Investment Committee and Mr. Spalding acts as Chairperson. The Investment Committee has three sub-committees divided by asset type and different members of the Investment Committee serve on the sub-committee with respect to each asset type. For the Equity Funds, the sub-committee members are Messrs. Higgins (Chair), Finn and Morton and Ms. McCoy. For the Income Funds and the Municipal Bond Funds , the sub-committee members are Messrs. Ruebeck (Chair), Eppley, Oden and Schonbachler. For the Money Market Funds, the sub-committee members are Messrs. Goldstein (Chair), Armstrong and Marshall. The function of the Investment Committee and its sub-committees is to assist the Board in the oversight of the investment management services provided by the Investment Adviser to the Funds, as well as any sub-adviser to the Funds. The full Board may delegate to the Investment 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. The primary purpose of each sub-committee is to receive reports concerning investment management topics, concerns or exceptions with respect to particular Funds that the sub-committee is assigned to oversee, and to facilitate the understanding by the Committee and the Board of particular issues related to investment management of Funds reviewed by the sub-committee. The Investment Committee met [  ] during the fiscal year ended August 31, 2005 .

24



Ownership of Securities

As of December 31, 2004, each of the Trustees beneficially owned shares of certain Funds of the Trust in the amounts shown below.

Name of Trustee


   
Dollar Range of
Equity Securities in
the Funds
   
Aggregate Dollar Range of Equity Securities in All
Registered Investment Companies Overseen by
the Trustee in Family of Investment Companies(1), (2)
Independent Trustees
              
 
    
 
William J. Armstrong
              
None
    
Over $100,000
Roland R. Eppley, Jr.
              
None
    
Over $100,000
John F. Finn(3)
              
None
    
Over $100,000
Dr. Matthew Goldstein
              
None
    
$50,001—$100,000
Robert J. Higgins
              
None
    
None
Peter C. Marshall(3)
              
None
    
Over $100,000
Marilyn McCoy(3)
              
None
    
Over $100,000
William G. Morton, Jr.
              
None
    
None
Robert A. Oden, Jr. (3)
              
None
    
Over $100,000
Fergus Reid, III
              
None
    
Over $100,000
Frederick W. Ruebeck(3)
              
None
    
Over $100,000
James J. Schonbachler
              
None
    
$50,001—$100,000
Interested Trustee
              
 
    
 
Leonard M. Spalding, Jr.
              
None
    
Over $100,000
 

(1)  
  A Family of Investment Companies means any two or more registered investment companies that share the same investment adviser or principal underwriter and hold themselves out to investors as related companies for purposes of investment and investor services. The Family of Investment Companies for which the Board of Trustees serves includes nine registered investment companies (114 funds) as of August 29, 2005. As of December 31, 2004, the Family of Investment Companies consisted of 14 registered investment companies that comprised the “JPMorgan Funds” (70 funds). One Group Mutual Funds and One Group Investment Trust had not yet become part of the Family of Investment Companies.

(2)  
  For Messrs. Eppley and Spalding, these amounts include deferred compensation balances through participation in the JPMorgan Funds’ Deferred Compensation Plan for Eligible Trustees as of December 31, 2004. For Ms. McCoy and Messrs. Finn, Marshall and Oden, these amounts include deferred compensation balances through participation in the Deferred Compensation Plan for Trustees of One Group Mutual Funds and One Group Investment Trust as of December 31, 2004.

(3)  
  This Trustee does not oversee the UM Investment Trust II which is the registered investment company for the Undiscovered Managers Spinnaker Fund, and therefore oversees eight registered investment companies (113 funds) as of August 29, 2005.

As of December 31, 2004, none of the independent Trustees or their immediate family members owned securities of the Investment Adviser or JPMDS or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Investment Adviser or JPMDS.

Trustee Compensation. Prior to February 19, 2005, the former JPMorgan Funds paid each Trustee of the JPMorgan Funds an annual fee of $120,000 and reimbursed the Trustees for expenses incurred in connection with their service as a Trustee. In addition, the JPMorgan Funds paid the Chairman $130,000 and each Committee Chairman $40,000.

Prior to February 19, 2005, the former One Group Mutual Funds paid each Trustee of the One Group Mutual Funds an annual fee of $110,000 and reimbursed the Trustees for expenses incurred in connection with their service as a Trustee. In addition the One Group Mutual Funds paid the Chairman an additional $20,000.

After the two fund groups merged on February 19, 2005 and became the “JPMorgan Funds” the Funds paid each Trustee of the combined Board an annual fee of $122,000 and reimbursed each Trustee for expenses incurred in connection with service as a Trustee. In addition, the Funds paid the Chairman $130,000 and the Vice Chairman $41,000. The Chairman and Vice Chairman received no additional compensation for service as committee or sub-committee chairmen. Committee chairs and Sub-Committee chairs who were not already receiving an additional

25



fee were each paid $40,000 and $20,000, respectively. The Funds bore expenses related to administrative and staffing services provided to the Chairman, in lieu of establishing an office of the Chairman, in the amount of $6,000 per month.

As of July 1, 2005, the funds in the JPMorgan Funds Complex pay each Trustee an annual fee of $183,000 and reimburse each Trustee for expenses incurred in connection with service as a Trustee. In addition, the Fund pays the Chairman $167,000 and the Vice Chairman $67,000. 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 $52,000 and $27,000, respectively. The Trustees may hold various other directorships unrelated to the JPMorgan Funds Complex. The Funds bear expenses related to administrative and staffing services provided to the Chairman, in lieu of establishing an Office of the Chairman, in the amount of $6,000 per month.

Trustee aggregate compensation paid by the Trust and Fund Complex for the calendar year ended December 31, 2004, are set forth below:

Name of Trustee


   
Aggregate
Compensation
From the
Trust
   
Pension or
Retirement Benefits
Accrued as Part of
Funds Expenses
   
Estimated
Annual
Benefits Upon
Retirement
   
Total Compensation
From Trust and
Fund Complex Paid
to Trustees1
Independent Trustees
              
 
    
 
    
 
               
William J. Armstrong
              
$0
    
N/A
    
N/A
       $ 160,000   
Roland R. Eppley, Jr.
              
$0
    
N/A
    
N/A
       $ 120,000   
John F. Finn
              
$114,727
    
N/A
    
N/A
       $ 116,250   
Dr. Matthew Goldstein
              
$0
    
N/A
    
N/A
       $ 120,000   
Robert J. Higgins
              
$0
    
N/A
    
N/A
       $ 120,000   
Peter C. Marshall
              
$147,605
    
N/A
    
N/A
       $ 149,500   
Marilyn McCoy
              
$112,014
    
N/A
    
N/A
       $ 113,500   
William G. Morton, Jr.
              
$0
    
N/A
    
N/A
       $ 120,000   
Robert A. Oden, Jr.
              
$114,727
    
N/A
    
N/A
       $ 116,250   
Fergus Reid, III
              
$0
    
N/A
    
N/A
       $ 250,000   
Frederick W. Ruebeck
              
$127,798
    
N/A
    
N/A
       $ 129,500   
James J. Schonbachler
              
$0
    
N/A
    
N/A
       $ 120,000   
Interested Trustee
              
 
    
 
    
 
               
Leonard M. Spalding, Jr.
              
$0
    
NA
    
N/A
       $ 160,000 ˆ  
 

ˆ
  Includes $146,667 of deferred compensation.

1
  As of December 31, 2004, each of the Trustees only served on the boards for the heritage JPMorgan Fund or the heritage One Group Mutual Funds (including JPMorgan Investment Trust); the compensation represents total amounts paid to the Trustees in such capacities.

The Trustees instituted a Deferred Compensation Plan for Eligible Trustees (the “Deferred Compensation Plan”) pursuant to which each Trustee (who is not an employee of the former Chase Vista Funds’ adviser, administrator or distributor or any of their affiliates) may enter into agreements with such Funds whereby payment of the Trustees’ fees are deferred until the payment date elected by the Trustee (or the Trustee’s termination of service). The deferred amounts are deemed invested in shares of funds as elected by the Trustee at the time of deferral. If a deferring Trustee dies prior to the distribution of amounts held in the deferral account, the balance of the deferral account will be distributed to the Trustee’s designated beneficiary in a single lump sum payment as soon as practicable after such deferring Trustee’s death. Messrs. Eppley and Spalding are the only Trustees who currently are deferring compensation under such plan. Mr. Spalding has also deferred receipt of compensation received prior to February 22, 2001 which was previously deferred under a Retirement Plan for Eligible Trustees that was terminated as of that date. Notwithstanding anything to the contrary above, currently, former trustees of One Group Mutual Funds and One Group Investment Trust are not eligible to participate in the Deferred Compensation Plan, and instead participate under a separate deferred compensation plan described below.

26



Pursuant to an Amended and Restated Deferred Compensation Plan for Trustees who are former trustees of One Group Mutual Funds and One Group Investment Trust (the “OG Plan”), adopted by the Boards of One Group Mutual Funds and One Group Investment Trust on February 13, 2002, the Trustees who are former Trustees of One Group Mutual Funds and One Group Investment Trust are permitted to defer all or a part of their compensation. Under the OG Plan, the Trustees who are former Trustees of One Group Mutual Funds and One Group Investment Trust are permitted to specify Select Shares (formerly designated Class I Shares) of one or more series of JPMorgan Trust II to be used to measure the performance of a Trustee’s deferred compensation account. A Trustee’s deferred compensation account will be paid at such times as elected by the Trustee subject to certain mandatory payment provisions in the Plan (e.g., death of a Trustee).

The Declaration of Trust provides that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Trust, unless, as to liability to the Trust or its shareholders, it is finally adjudicated that they engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in their offices or with respect to any matter unless it is finally adjudicated that they did not act in good faith in the reasonable belief that their actions were in the best interest of the Trust. In the case of settlement, such indemnification will not be provided unless it has been determined by a court or other body approving the settlement or disposition, or by a reasonable determination based upon a review of readily available facts, by vote of a majority of disinterested Trustees or in a written opinion of independent counsel, that such officers or Trustees have not engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of their duties.

OFFICERS

The Funds’ executive officers (listed below) are generally employees of the Investment Adviser or one of its affiliates. The officers conduct and supervise the business operations of the Funds. The officers hold office until a successor has been elected and duly qualified. The Funds have no employees.

The names of the officers of the Funds, together with their year of birth, information regarding their positions held with the Funds and principal occupations are shown below. The contact address for each of the officers, unless otherwise noted, is 522 Fifth Avenue, New York, NY 10036.

Name (Year of Birth), Positions
Held with the Fund (Since)
         Principal Occupations
During Past 5 Years
George C.W. Gatch (1962), President (2005)
              
Managing Director of JPMorgan Investment Management Inc.; Director and President, JPMorgan Distribution Services, Inc. and JPMorgan Funds Management, Inc. since 2005. Mr. Gatch is CEO and President of JPMorgan Funds. Mr. Gatch has been an employee of JPMorgan since 1986 and has held positions such as President and CEO of DKB Morgan, a Japanese mutual fund company which was a joint venture between J.P. Morgan and Dai-Ichi Kangyo Bank, as well as positions in business management, marketing and sales.
 

27



Name (Year of Birth), Positions
Held with the Fund (Since)
         Principal Occupations
During Past 5 Years
Robert L. Young (1963),
Senior Vice President (2005)*
              
Director and Vice President of JPMorgan Distribution Services, Inc. and JPMorgan Funds Management, Inc.; Chief Operating Officer, JPMorgan Funds since 2005, and One Group Mutual Funds from 2001 until 2005. Mr. Young was Vice President and Treasurer, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services) and Vice President and Treasurer, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.) from 1999 to 2005.
Patricia A. Maleski (1960),
Vice President and Chief Administrative Officer (2005)
              
Vice President, JPMorgan Funds Management, Inc.; previously, Treasurer, JPMorgan Funds and Head of Funds Administration and Board Liaison. Ms. Maleski was Vice President of Finance for the Pierpont Group, Inc. from 1996-2001, an independent company owned by the Board of Directors/Trustees of the JPMorgan Funds, prior to joining J.P. Morgan Chase & Co. in 2001.
Stephanie J. Dorsey (1969), Treasurer (2005)*
              
Vice President, JPMorgan Funds Management, Inc.; Director of Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services), from 2004 to 2005; Ms. Dorsey worked for JP Morgan Chase & Co., (formerly Bank One Corporation) from 2003 to 2004; prior to joining Bank One Corporation, she was a Senior Manager specializing in Financial Services audits at PricewaterhouseCoopers LLP from 1992 through 2002.
Stephen M. Ungerman (1953), Senior Vice President and Chief Compliance Officer (2005)
              
Senior Vice President, JPMorgan Chase & Co.; Mr. Ungerman was head of Fund Administration — Pooled Vehicles from 2000 to 2004. Mr. Ungerman held a number of positions in Prudential Financial’s asset management business prior to 2000.
Paul L. Gulinello (1950),
AML Compliance Officer (2005)
              
Vice President and Anti-Money Laundering Compliance Officer for JPMorgan Asset Management Americas, additionally responsible for personal trading and compliance testing since 2004; Treasury Services Operating Risk Management and Compliance Executive supporting all JPMorgan Treasury Services business units from July 2000 to 2004.
Stephen M. Benham (1959), Secretary (2005)
              
Vice President and Assistant General Counsel, JPMorgan Chase & Co. since 2004; Vice President (Legal Advisory) of Merrill Lynch Investment Managers, L.P. from 2000 to 2004; attorney associated with Kirkpatrick & Lockhart LLP from 1997 to 2000.
Elizabeth A. Davin (1964),
Assistant Secretary (2005)*
              
Vice President and Assistant General Counsel, JPMorgan Chase & Co. since 2005; Senior Counsel, JPMorgan Chase & Co. (formerly Bank One Corporation) from 2004-2005; Assistant General Counsel and Associate General Counsel and Vice President, Gartmore Global Investments, Inc. from 1999 to 2004.
Jessica K. Ditullio (1962),
Assistant Secretary (2005)*
              
Vice President and Assistant General Counsel, JPMorgan Chase & Co. since 2005; Ms. Ditullio has served as attorney with various titles for JP Morgan Chase & Co. (formerly Bank One Corporation) since 1990.
Nancy E. Fields (1949),
Assistant Secretary (2005)*
              
Vice President, JPMorgan Funds Management, Inc. and JPMorgan Distribution Services, Inc.; From 1999-2005 Director, Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services, Inc.) and Senior Project Manager, Mutual Funds, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.).
Ellen W. O’Brien (1957),
Assistant Secretary (2005)**
              
Assistant Vice President , JPMorgan Investor Services , Co., responsible for Blue Sky registration. Ms. O’Brien has served in this capacity since joining the firm in 1991.
 

28



Name (Year of Birth), Positions
Held with the Fund (Since)
         Principal Occupations
During Past 5 Years
Suzanne E. Cioffi (1967),
Assistant Treasurer (2005)
              
Vice President, JPMorgan Funds Management, Inc., responsible for mutual fund financial reporting. Ms. Cioffi has overseen various fund accounting, custody and administration conversion projects during the past five years.
Christopher D. Walsh (1965),
Assistant Treasure r (2005)
              
Vice President, JPMorgan Funds Management, Inc., Mr. Walsh has managed all aspects of institutional and retail mutual fund administration and vendor relationships within the mutual funds, commingled/ERISA funds, 3(c)(7) funds, hedge funds and LLC products. Mr. Walsh was a director of Mutual Fund Administration at Prudential Investments from 1996 to 2000.
Arthur A. Jensen (1966),
Assistant Treasurer (2005)*
              
Vice President, JPMorgan Funds Management, Inc. since April 2005; formerly, Vice President of Financial Services of BISYS Fund Services, Inc. from 2001 until 2005; Mr. Jensen was Section Manager at Northern Trust Company and Accounting Supervisor at Allstate Insurance Company prior to 2001.
 

*
  The contact address for the officer is 1111 Polaris Parkway, Columbus, OH 43271.

**
  The contact address for the officer is 73 Tremont Street, Floor 1, Boston MA 02108.

As of [November 1, 2005], the officers and Trustees, as a group, owned less than 1% of the shares of any class of each Fund.

CODES OF ETHICS

The Trust, JPMIM, its affiliated sub-advisers, and JPMDS have each adopted codes of ethics under Rule 17j-1 of the 1940 Act.

The Trust’s code of ethics includes policies which require “access persons” (as defined in Rule 17j-1) to: (i) place the interest of Trust Shareholders first; (ii) conduct personal securities transactions in a manner that avoids any actual or potential conflict of interest or any abuse of a position of trust and responsibility; and (iii) refrain from taking inappropriate advantage of his or her position with the Trust or with a Fund. The Trust’s code of ethics prohibits any access person from: (i) employing any device, scheme or artifice to defraud the Trust or a Fund; (ii) making to the Trust or a Fund any untrue statement of a material fact or omit to state to the Trust or a Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; (iii) engaging in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Trust or a Fund; or (iv) engaging in any manipulative practice with respect to the Trust or a Fund. The Trust’s code of ethics permits personnel subject to the code to invest in securities, including securities that may be purchased or held by a Fund so long as such investment transactions are not in contravention of the above noted policies and prohibitions.

The code of ethics adopted by JPMIM requires that all employees must: (i) place the interest of the accounts which are managed by JPMIM first; (ii) conduct all personal securities transactions in a manner that is consistent with the code of ethics and the individual employee’s position of trust and responsibility; and (iii) refrain from taking inappropriate advantage of their position. Employees of JPMIM are also prohibited from certain mutual fund trading activity including “excessive trading” of shares of a mutual fund as such term is defined in the applicable Fund’s Prospectuses or SAI and effecting or facilitating a mutual fund transaction to engage in market timing. JPMIM’s code of ethics permits personnel subject to the code to invest in securities including securities that may be purchased or held by a Fund subject to certain restrictions. However, all employees are required to preclear securities trades (except for certain types of securities such as non-proprietary mutual fund shares and U.S. government securities). Each of JPMIM’s affiliated sub-advisers has also adopted the code of ethics described above.

JPMDS’s code of ethics requires that all employees of JPMDS must: (i) place the interest of the accounts which are managed by affiliates of JPMDS first; (ii) conduct all personal securities transactions in a manner that is

29




consistent with the code of ethics and the individual employee’s position of trust and responsibility; and (iii) refrain from taking inappropriate advantage of their positions. Employees of JPMDS are also prohibited from certain mutual fund trading activity including “excessive trading” of shares of a mutual fund as such term is defined in the applicable Fund’s Prospectuses or SAI or effecting or facilitating a mutual fund transaction to engage in market timing. JPMDS’s code of ethics permits personnel subject to the code to invest in securities including securities that may be purchased or held by the Funds subject to the policies and restrictions in such code of ethics.

PROXY VOTING PROCEDURES AND GUIDELINES

The Board of Trustees has delegated to the Funds’ investment adviser, JPMIM and its affiliated advisers, proxy voting authority with respect to the Funds’ portfolio securities. Most of the securities in which the Funds invest, however, are rarely required, or permitted, to vote. To ensure that the proxies of portfolio companies are voted in the best interests of the Funds, the Funds’ Board of Trustees has adopted JPMIM’s detailed proxy voting procedures (the “Procedures”) that incorporate guidelines (“Guidelines”) for voting proxies on specific types of issues. The Guidelines have been developed with the objective of encouraging corporate action that enhances shareholder value. Except as noted below, proxy voting decisions will be made in accordance with the Guidelines covering a multitude of both routine and non-routine matters that JPMIM and its affiliated advisers have encountered globally, based on many years of collective investment management experience.

JPMIM and its affiliated advisers are part of a global asset management organization with the capability to invest in securities of issuers located around the globe. Because the regulatory framework and the business cultures and practices vary from region to region, the Guidelines are customized for each region to take into account such variations. Separate Guidelines cover the regions of (1) North America, (2) Europe, (3) Asia (ex-Japan) and (4) Japan, respectively. Notwithstanding the variations among the Guidelines, all of the Guidelines have been designed with the uniform objective of encouraging corporate action that enhances shareholder value. As a general rule, in voting proxies of a particular security, JPMIM and its affiliated advisers will apply the Guidelines of the region in which the issuer of such security is organized. Except as noted below, proxy voting decisions will be made in accordance with the Guidelines covering a multitude of both routine and non-routine matters that JPMIM and its affiliated advisers have encountered globally, based on many years of collective investment management experience.

To oversee and monitor the proxy-voting process, JPMIM has established a proxy committee and appointed a proxy administrator in each global location where proxies are voted. The primary function of each proxy committee is to review periodically general proxy-voting matters, review and approve the Guidelines annually, and provide advice and recommendations on general proxy-voting matters as well as on specific voting issues. The procedures permit an independent voting service, currently Institutional Shareholder Services, Inc. (“ISS”) in the United States, to perform certain services otherwise carried out or coordinated by the proxy administrator.

Although for many matters the Guidelines specify the votes to be cast, for many others, the Guidelines contemplate case-by-case determinations. In addition, there will undoubtedly be proxy matters that are not contemplated by the Guidelines. For both of these categories of matters and to override the Guidelines, the Procedures require a certification and review process to be completed before the vote is cast. That process is designed to identify actual or potential material conflicts of interest (between the Fund on the one hand, and the Fund’s investment adviser, principal underwriter or an affiliate of any of the foregoing, on the other hand) and ensure that the proxy vote is cast in the best interests of the Fund. When a potential material conflict of interest has been identified, the proxy administrator and a subgroup of proxy committee members (composed of a member from the Investment Department and one or more members from the Legal, Compliance or Risk Management Departments) will evaluate the potential conflict of interest and determine whether such conflict actually exists, and if so, will recommend how JPMIM will vote the proxy. In addressing any material conflict, JPMIM may take one or more of the following measures (or other appropriate action): removing or “walling off” from the proxy voting process certain JPMIM personnel with knowledge of the conflict, voting in accordance with any applicable Guideline if the application of the Guideline would objectively result in the casting of a proxy vote in a predetermined manner, or deferring the vote to ISS, which will vote in accordance with its own recommendation.

30



The following summarizes some of the more noteworthy types of proxy voting policies of the U.S. Guidelines:

•  
  JPMIM considers votes on director nominees on a case-by-case basis. Votes generally will be withheld from directors who: (a) attend less than 75% of board and committee meetings without a valid excuse; (b) implement or renew a dead-hand poison pill; (c) are affiliated directors who serve on audit, compensation or nominating committees or are affiliated directors and the full board serves on such committees or the company does not have such committees; or (d) ignore a shareholder proposal that is approved for two consecutive years by a majority of either the shares outstanding or the votes cast.

•  
  JPMIM votes proposals to classify boards on a case-by-case basis, but will vote in favor of such proposal if the issuer’s governing documents contain each of eight enumerated safeguards (for example, a majority of the board is composed of independent directors and the nominating committee is composed solely of such directors).

•  
  JPMIM also considers management poison pill proposals on a case-by-case basis, looking for shareholder-friendly provisions before voting in favor.

•  
  JPMIM votes against proposals for a super-majority vote to approve a merger.

•  
  JPMIM considers proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan on a case-by-case basis, taking into account the extent of dilution and whether the transaction will result in a change in control.

•  
  JPMIM votes proposals on a stock option plan, based primarily on a detailed, quantitative analysis that takes into account factors such as estimated dilution to shareholders’ equity and dilution to voting power. JPMIM generally considers other management compensation proposals on a case-by-case basis.

•  
  JPMIM also considers on a case-by-case basis proposals to change an issuer’s state of incorporation, mergers and acquisitions and other corporate restructuring proposals and certain social and environmental issue proposals.

In accordance with regulations of the SEC, the Funds’ proxy voting records for the 12-month period ended June 30, 2005 are on file with the SEC and are available on the Funds’ website at www.jpmorganfunds.com.

[PORTFOLIO HOLDINGS DISCLOSURE

As described in the Prospectuses and pursuant to the procedures approved by the Trustees, each business day, a Fund will make available to the public upon request to JPMorgan Funds Services or the JPMorgan Institutional Funds Service Center (1-800-480-4111 or 1-800-766-7722, respectively) an uncertified complete schedule of its portfolio holdings as of the prior business day.

A Fund’s publicly available uncertified complete list of portfolio holdings information, as described above, may also be provided regularly pursuant to a standing request, such as on a weekly or monthly basis, to (i) third party service providers, rating and ranking agencies, financial intermediaries, and affiliated persons of a Fund and (ii) clients of the Adviser or its affiliates that invest in a Fund or such clients’ consultants. No compensation or other consideration is received by a Fund or the Adviser, or any other person for these disclosures. A list of the entities that receive a Fund’s portfolio holdings information on such basis, the frequency with which it is provided to them and the length of the lag between the date of the information and the date it is disclosed is provided below:

Standard & Poor’s
              
Weekly
    
3 days after trade date
Moody’s Investor Service
              
Weekly
    
3 days after trade date
Fitch Ratings
              
Weekly
    
3 days after trade date
 

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In addition, certain service providers to a Fund, or the Adviser, Administrator, Shareholder Servicing Agent or Distributor may for legitimate business purposes receive a Fund’s portfolio holdings information earlier than as provided in the first paragraph above, such as rating and ranking agencies, pricing services, accountants, attorneys, custodians, brokers in connection with Fund transactions and in providing pricing quotations, and transfer agents. Such holdings are released on conditions of confidentiality, which include appropriate trading prohibitions. “Conditions of confidentiality” include confidentiality terms included in written agreements, implied by the nature of the relationship (e.g., attorney-client relationship), or required by fiduciary or regulatory principles (e.g., custody services provided by financial institutions).

Disclosure of a Fund’s portfolio securities as an exception to a Fund’s normal business practice requires the business unit proposing such exception to identify a legitimate business purpose for the disclosure and submit the proposal to the Fund’s Treasurer for approval following business and compliance review. Additionally, no compensation or other consideration is received by a Fund or the Adviser, or any other person for these disclosures. The Funds’ Trustees will review annually a list of such entities that have received such information, the frequency of such disclosures and the business purpose therefor. These procedures are designed to address conflicts of interest between a Fund’s shareholders on the one hand and a Fund’s Adviser or any affiliated person of a Fund or such entities on the other hand by creating a structured review and approval process which seeks to ensure that disclosure of information about a Fund’s portfolio securities is in the best interests of the Fund’s shareholders. There can be no assurance, however, that a Fund’s policies and procedures with respect to the disclosure of portfolio holdings information will prevent the misuse of such information by individuals or firms in possession of such information.

Portfolio holdings of each Fund will be disclosed on a quarterly basis on forms required to be filed with the SEC as follows: (i) portfolio holdings as of the end of each fiscal year will be filed as part of the annual report filed on Form N-CSR; (ii) portfolio holdings as of the end of the first and third fiscal quarters will be filed on Form N-Q; and (iii) portfolio holdings as of the end of the six month period will be filed as part of the semi-annual report filed on Form N-CSR. The Trust’s Form N-CSRs and Form N-Qs will be available on the Funds’ website at www.jpmorganfunds.com and on the SEC website at www.sec.gov.

The Funds also include information related to portfolio holding information, including statistical information about various financial characteristics of the Fund, in marketing materials that are posted on www.jpmorganfunds.com no sooner than 15 days after the end of each month. After this information has been made available to the public by means of posting on that website, it may also be included in other advertising and marketing material concerning the Funds.

Finally, the Funds release information concerning any and all portfolio holdings when required by law. Such releases may include providing information concerning holdings of a specific security to the issuer of such security. ]

INVESTMENT ADVISER

Pursuant to the Investment Advisory Agreement (the “Advisory Agreement”) between the Trust, on behalf of the Funds, and JPMIM, JPMIM serves as investment adviser to the Funds, as discussed in the “General” section.

Subject to the supervision of the Funds’ Board of Trustees, the Adviser makes the day-to-day investment decisions, arranges for the execution of portfolio transactions and generally manages the investments for the Funds. Effective October 1, 2003, JPMIM became a wholly-owned subsidiary of J.P. Morgan Fleming Asset Management Holdings, Inc., which is a wholly-owned subsidiary of JPMorgan Chase & Co. (formerly known as J.P. Morgan Chase & Co.) (“JPMorgan Chase”). Prior to October 1, 2003, JPMIM was a wholly-owned subsidiary of JPMorgan Chase. JPMIM is a registered investment adviser under the Investment Advisers Act of 1940, as amended. JPMIM acts as investment adviser to individuals, governments, corporations, employee benefit plans, labor unions and state and local governments, mutual funds and other institutional investors. JPMIM is located at 522 Fifth Avenue, New York, NY 10036.

Certain of the assets of employee benefit accounts under the Adviser’s management are invested in commingled pension trust funds for which JPMorgan Chase Bank, N.A. (“JPMorgan Chase Bank”) serves as trustee.

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Under separate agreements, JPMorgan Chase Bank, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services, Inc.) (“JPMFM”), and JPMDS provide certain financial, fund accounting, recordkeeping and administrative services to the Trust and the Funds and shareholder services for the Trust. JPMDS is the shareholder servicing agent and distributor for the Funds. JPMorgan Chase Bank, JPMFM and JPMDS are each affiliates of the Adviser. See the “Custodian,” “Administrator,” “Shareholder Servicing” and “Distributor” sections.

JPMorgan Chase, a bank holding company organized under the laws of the State of Delaware, was formed from the merger of J.P. Morgan & Co. Incorporated with and into The Chase Manhattan Corporation. JPMorgan Chase has a long history of offering a wide range of banking and investment services to customers throughout the United States and the world. The firm, through its predecessor companies, has been in business for over a century.

The investment advisory services the Adviser provides to the Funds are not exclusive under the terms of the Advisory Agreement. The Adviser is free to and does render similar investment advisory services to others. The Adviser serves as investment adviser to personal investors and other investment companies and acts as fiduciary for trusts, estates and employee benefit plans. Certain of the assets of trusts and estates under management are invested in common trust funds for which the Adviser serves as trustee. The accounts which are managed or advised by the Adviser have varying investment objectives and the Adviser invests assets of such accounts in investments substantially similar to, or the same as, those which are expected to constitute the principal investments of the Funds. Such accounts are supervised by employees of the Adviser who may also be acting in similar capacities for the Funds. See “Portfolio Transactions.”

The Funds are managed by employees of the Adviser who, in acting for their customers, including the Funds, do not discuss their investment decisions with any personnel of JPMorgan Chase or any personnel of other divisions of the Adviser or with any of their affiliated persons, with the exception of certain other investment management affiliates of JPMorgan Chase which execute transactions on behalf of the Funds.

On August 19, 2004, the Board of Trustees approved an amended and restated Advisory Agreement for JPMorgan Mutual Fund Series, the predecessor to the Trust, reflecting (i) new funds, including the Predecessor Funds, (ii) the new names of the Funds effective February 19, 2005, (iii) new advisory fees for certain Predecessor Funds, and (iv) the contingent removal of each of the Funds from the Advisory Agreement effective upon the closing of the reorganization or reorganization and redomiciliation of the Fund, as applicable, to the extent such transaction is approved by shareholders of the Fund or the Predecessor Fund, as applicable.

Prior to September 1, 2003, J.P. Morgan Fleming Asset Management (USA) Inc. (“JPMFAM (USA)”), a wholly-owned subsidiary of JPMorgan Chase Bank, was the investment adviser to the Funds, and prior to February 28, 2001, the investment adviser was The Chase Manhattan Bank (“Chase”). On September 1, 2003, JPMFAM (USA) merged into JPMIM. The investment advisory services and personnel providing investment advice have not changed as a result of the merger.

As compensation for the services rendered and related expenses such as salaries of advisory personnel borne by JPMIM or a predecessor, under the Advisory Agreement, the Trust, on behalf of the Funds, has agreed to pay the Adviser a fee, which is computed daily and may be paid monthly, equal to the annual rate of each Fund’s average daily net assets as described in the Prospectuses.

The table below sets forth the investment advisory fees paid to or accrued by the following Funds to JPMIM or JPMFAM (USA) (waived amounts are in parentheses), as applicable, with respect to the fiscal periods indicated (amounts in thousands):


 
         Fiscal Year Ended
8/31/ 03
 
     Fiscal Year Ended
8/31/ 04
 
     Fiscal Year Ended
8/31/ 05
 
Prime Money Market Fund
                                                                 
Paid or Accrued
                 $ 52,172,000           $ 48,047,000                       
Waived
                                                         
 

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         Fiscal Year Ended
8/31/ 03
 
     Fiscal Year Ended
8/31/ 04
 
     Fiscal Year Ended
8/31/ 05
 
Federal Money Market Fund
                                                                 
Paid or Accrued
                    4,200,000              3,483,000                 
Waived
                                                     
100% U.S. Treasury Securities Money Market Fund
                                                                 
Paid or Accrued
                    5,486,000              5,085,000                 
Waived
                                                   
Tax Free Money Market Fund
                                                                 
Paid or Accrued
                    9,952,000              12,355,000                 
Waived
                                                   
California Municipal Money Market Fund
                                                                 
Paid or Accrued
                    156,000              157,000                 
Waived
                                                   
New York Municipal Money Market Fund
                                                                 
Paid or Accrued
                    2,121,000              1,780,000                 
Waived
                                                     
 

The Advisory Agreement provides that it will continue in effect for a period beyond October 31, 2005 only if specifically approved thereafter annually in the same manner as the Distribution Agreement. See the “Distributor” section. The Advisory Agreement will terminate automatically if assigned and is terminable at anytime without penalty by a vote of a majority of the Trustees, or by a vote of the holders of a majority of a Fund’s outstanding voting securities (as defined in the 1940 Act), on 60 days’ written notice to the Adviser and by the Adviser on 90 days’ written notice to the Trust.

ADMINISTRATOR

Pursuant to an Administration Agreement dated February 19, 2005 (the “Administration Agreement”), between the Trust, on behalf of the Funds, and JPMFM, JPMFM serves as administrator of the Funds. JPMFM is an affiliate of JPMorgan Chase Bank, an indirect, wholly-owned subsidiary of JPMorgan Chase, and has its principal place of business at 1111 Polaris Parkway, Suite 2-J, Columbus, OH 43240.

Pursuant to the Administration Agreement, JPMFM will perform or supervise all operations of each Fund for which it serves (other than those performed under the advisory agreement(s), the custodian and fund accounting agreement, and the transfer agency agreement for that Fund). Under the Administration Agreement, JPMFM has agreed to maintain the necessary office space for the Funds, and to furnish certain other services required by the Funds with respect to each Fund. The Administrator prepares annual and semi-annual reports to the SEC, prepares federal and state tax returns and generally assists in all aspects of the Funds’ operations other than those performed under the advisory agreement(s), the custodian and fund accounting agreement and the transfer agency agreement. Under the Administration Agreement, JPMFM may, at its expense, subcontract with any entity or person concerning the provision of services under the Administration Agreement. Currently the Administrator pays apportion of the fees it receives to BISYS Fund Services, L.P. for its services as each Fund’s sub-administrator.

Unless sooner terminated, the Administration Agreement will continue in effect through October 31, 2006. Thereafter, if not terminated, the Administration Agreement will continue automatically for successive one year terms, provided that such continuance is specifically approved at least annually by the vote of a majority of those members of the Board of Trustees who are not parties to the Administration Agreement or interested persons of any such party. The Administration Agreement may be terminated without penalty, on not less than 60 days’ prior written notice, by the Board of Trustees or by JPMFM. The termination of the Administration Agreement with respect to one Fund will not result in the termination of the Administration Agreement with respect to any other Fund.

The Administration Agreement provides that JPMFM shall not be liable for any error of judgment or mistake of law or any loss suffered by the Funds in connection with the matters to which the Administration Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or from the reckless disregard by it of its obligations and duties thereunder.

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In consideration of the services to be provided by JPMFM pursuant to the Administration Agreement, JPMFM will receive from each Fund a pro rata portion of a fee computed daily and paid monthly at an annual rate of 0.10% on the first $100 billion of the average daily net assets of all the money market funds in the JPMorgan Funds Complex and 0.05% of the average daily net assets of the money market funds in the JPMorgan Funds Complex over $100 billion. For purposes of this paragraph, the “JPMorgan Funds Complex” includes the series of the former One Group Mutual Funds.

From September 10, 2001 to February 19, 2005, pursuant to the administration agreements between the Predecessor Trust, on behalf of the Predecessor Funds, and a predecessor of JPMorgan Chase Bank (the “Administration Agreements”), JPMorgan Chase Bank was the administrator of the Predecessor Funds. In consideration of the services that JPMorgan Chase Bank provided pursuant to the Administration Agreements, JPMorgan Chase Bank received from each Predecessor Fund a pro-rata portion of a fee computed daily and paid monthly at an annual rate equal to 0.10% of each Predecessor Fund’s average daily net assets of up to $100 billion on an annualized basis for the Predecessor Fund’s then current fiscal year plus 0.05% of the average daily net assets over $100 billion. JPMorgan Chase Bank may have voluntarily waived a portion of the fees payable to it with respect to each Predecessor Fund. JPMorgan Chase Bank paid a portion of the fees it received to BISYS Fund Services, L.P. for its services as each Predecessor Fund’s sub-administrator.

The table below sets forth the administration, administrative services and co-administration fees paid or accrued by the Funds (the amounts voluntarily waived are in parentheses) for the fiscal periods indicated (amounts in thousands).


 
         Fiscal Year Ended
8/31/ 03
 
     Fiscal Year Ended
8/31/ 04
 
     Fiscal Year Ended
8/31/ 05
 
Prime Money Market Fund
                                                     
Paid or Accrued
                 $ 52,172,000           $ 48,047,000                 
Waived
                    (4,474,000 )             (7,801,000 )                
Federal Money Market Fund
                                                     
Paid or Accrued
                    4,200,000              3,483,000                 
Waived
                    (715,000 )             (846,000 )                
Tax Free Money Market Fund
                                                       
Paid or Accrued
                    9,952,000              12,355,000                 
Waived
                    (2,279,000 )             (1,767,000 )                
100% U.S. Treasury Securities Money Market Fund
                                                       
Paid or Accrued
                    5,486,000              5,085,000                 
Waived
                    (852,000 )             (661,000 )                
California Municipal Money Market Fund
                                                     
Paid or Accrued
                    156,000              157,000                 
Waived
                    (89,000 )             (110,000 )                
New York Municipal Money Market Fund
                                                     
Paid or Accrued
                    2,121,000              1,780,000                 
Waived
                    (63,000 )             (125,000 )                  
 
    

DISTRIBUTOR

Effective February 19, 2005, JPMorgan Distribution Services, Inc. (formerly known as One Group Dealer Services, Inc.) serves as the Trust’s distributor and holds itself available to receive purchase orders for each of the Fund’s shares. In that capacity, JPMDS has been granted the right, as agent of the Trust, to solicit and accept orders for the purchase of shares of each of the Funds in accordance with the terms of the Distribution Agreement between the Trust and the JPMDS. JPMDS is an affiliate of JPMIM and JPMorgan Chase Bank and is a direct, wholly-owned subsidiary of JPMorgan Chase. The principal offices of JPMDS are located at 1111 Polaris Parkway, Suite 2-J, Columbus, OH 43240.

Unless otherwise terminated, the Distribution Agreement with JPMDS will continue in effect until [October 31, 2005] and will continue thereafter for successive one-year terms if approved at least annually by:

35




(a) the vote of a majority of those members of the Board of Trustees who are not parties to the Distribution Agreement or interested persons of any such party, cast in person at a meeting for the purpose of voting on such approval and (b) the vote of the Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund. The Distribution Agreement may be terminated without penalty on not less than 60 days’ prior written notice, by the Board of Trustees, by vote of majority of the outstanding voting securities of the Fund or by the JPMDS. The termination of the Distribution Agreement with respect to one Fund will not result in the termination of the Distribution Agreement with respect to any other Fund. The Distribution Agreement may also be terminated in the event of its assignment, as defined in the 1940 Act. JPMDS is a broker-dealer registered with the SEC and is a member of the National Association of Securities Dealers, Inc.

Prior to February 19, 2005, J.P. Morgan Fund Distributors, Inc., a wholly-owned, indirect subsidiary of The BISYS Group, Inc., served as the distributor of the Predecessor Funds.

The following table describes the compensation paid to the principal underwriter, JPMDS, for the fiscal year ended August 31, 2005.

Fund


   
Net
Underwriting
Discounts and
Commissions
   
Compensation
on Redemptions
and
Repurchases(1)
   
Brokerage
Commissions
   
Other
Compensation(1)
Prime Money Market Fund
                                                                         
Federal Money Market Fund
                                                                         
100% U.S. Treasury Securities
Money Market Fund
                                                                         
Tax Free Money Market Fund
                                                                         
California Municipal Money Market Fund
                                                                         
New York Municipal Money Market Fund
                                                                         
 

[(1)
  Includes compensation paid from JPMDS to SG Constellation LLC in connection with financing commissions on Class B Shares. ]

The aggregate amount of underwriting commissions retained by JPMDS for the fiscal year ended August 31, 2005 was $__________. The aggregate amount of underwriting commissions retained by JPMDS for the fiscal year ended August 31, 2004 was $__________ and for the fiscal year ended August 31, 2003 was $__________.

DISTRIBUTION PLAN

The Trust has adopted a plan of distribution pursuant to Rule 12b-1 under the 1940 Act (the “Distribution Plan”) on behalf of the Cash Management, Class B and Class C Shares of the Prime Money Market Fund, the Morgan Shares of the Money Market Funds (except the Prime Money Market Fund) and the Reserve Shares of the Prime Money Market Fund, Federal Money Market Fund, 100% U. S. Treasury Securities Money Market Fund, Tax Free Money Market Fund and New York Municipal Money Market Fund, which provides that each of such classes shall pay for distribution services a distribution fee (the “Distribution Fee”), including payments to JPMDS, at annual rates not to exceed the amounts set forth in their respective Prospectuses.

JPMDS may use the Rule 12b-1 fees payable under the Distribution Plan to finance any activity that is primarily intended to result in the sale of Shares, including, but not limited to, (i) the development, formulation and implementation of marketing and promotional activities, including direct mail promotions and television, radio, magazine, newspaper, electronic and media advertising; (ii) the preparation, printing and distribution of prospectuses, statements of additional information and reports and any supplements thereto (other than prospectuses, statements of additional information and reports and any supplements thereto used for regulatory purposes or distributed to existing shareholders of each Fund); (iii) the preparation, printing and distribution of sales and promotional materials and sales literature which is provided to various entities and individuals, including brokers, dealers, financial institutions, financial intermediaries, shareholders, and prospective investors in each Fund; (iv) expenditures for sales or distribution support services, including meetings with and assistance to brokers, dealers, financial institutions, and financial intermediaries and in-house telemarketing support services and expenses; (v)

36




preparation of information, analyses, surveys, and opinions with respect to marketing and promotional activities, including those based on meetings with and feedback from JPMDS’s sales force and others including potential investors, shareholders and financial intermediaries; (vi) commissions, incentive compensation, finders fees, or other compensation paid to, and expenses of employees of JPMDS, brokers, dealers, and other financial institutions and financial intermediaries that are attributable to any distribution and/or sales support activities, including interest expenses and other costs associated with financing of such commissions, incentive compensation, other compensation, fees, and expenses; (vii) travel, promotional materials, equipment, printing, delivery and mailing costs, overhead and other office expenses of JPMDS and its sales force attributable to any distribution and/or sales support activities, including meetings with brokers, dealers, financial institutions and financial intermediaries in order to provide them with information regarding the Funds and their investment process and management; (viii) the costs of administering the Distribution Plan; (ix) expenses of organizing and conducting sales seminars; and (x) any other costs and expenses relating to any distribution and/or sales support activities. Activities intended to promote one class of shares of a Fund may also benefit the Fund’s other shares and other JPMorgan Funds. Anticipated benefits to the Funds that may result from the adoption of the Distribution Plan are economic advantages achieved through economies of scale and enhanced viability if the Funds accumulate a critical mass.

The Institutional Class Shares, Premier Shares, Capital Shares and Agency Shares of the Money Market Funds have no Distribution Plan.

No class of shares of a Fund will make payments or be liable for any distribution expenses incurred by other classes of shares of such Fund.

Some payments under the Distribution Plan may be used to compensate broker-dealers with trail or maintenance commissions in an amount not to exceed 0.75% annualized of the average daily net asset value of the Class B Shares or Class C Shares maintained in a Fund by such broker-dealers’ customers. With respect to Cash Management Shares of Prime Money Market Fund, broker-dealers will be compensated with trail or maintenance commissions of 0.50% annualized of the average daily net asset value. With respect to Reserve Shares of Prime Money Market Fund, Tax Free Money Market Fund and New York Municipal Money Market Fund, broker-dealers will be compensated with trail or maintenance commissions of 0.25% annualized of the average daily net asset value. For Class B, Class C and Morgan Shares purchased before February 19, 2005, trail or maintenance commissions will be paid to broker-dealers beginning the 13th month following the purchase of such shares. For other classes of shares and for Class B, Class C and Morgan Shares purchased on or after February 19, 2005, such commissions will generally be paid beginning at the time of initial purchase of such shares. Since the distribution fees are not directly tied to expenses, the amount of distribution fees paid by a class of a Fund during any year may be more or less than actual expenses incurred pursuant to the Distribution Plan. JPMDS will use its own funds (which may be borrowed or otherwise financed) to pay such amounts. Because JPMDS will receive 0.75% on Class B and C Shares, 0.50% on Cash Management Shares, 0.10% on Morgan Shares (except for Morgan Shares of the Prime Money Market Fund) and 0.25% on Reserve Shares of average daily net assets, the fee will take JPMDS several years to recoup the sales commissions paid to dealers and other sales expenses. For this reason, this type of distribution fee arrangement is characterized by the staff of the SEC as being of the “compensation variety” (in contrast to “reimbursement” arrangements by which a distributor’s payments are directly linked to its expenses). However, no class of shares of a Fund will make payments or be liable for any distribution expenses incurred by other classes of shares of such Fund.

Each class of shares is entitled to exclusive voting rights with respect to matters concerning its Distribution Plan.

The Distribution Plan provides that it will continue in effect indefinitely if such continuance is specifically approved at least annually by a vote of both a majority of the Trustees and a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Distribution Plan or in any agreement related to such plan (“Qualified Trustees”).

The Distribution Plan requires that JPMDS shall provide to the Board of Trustees, and the Board of Trustees shall review, at least quarterly, a written report of the amounts expended (and the purposes therefor) under the Distribution Plan. The selection and nomination of Qualified Trustees shall be committed to the discretion of the disinterested Trustees (as defined in the 1940 Act) then in office. The Distribution Plan may be terminated, with

37




respect to any class of a Fund, at any time by a vote of a majority of the Qualified Trustees or by vote of a majority of the outstanding voting shares of the class of such Fund to which it applies (as defined in the 1940 Act and the rules thereunder). The Distribution Plan may not be amended to increase materially the amount of permitted expenses thereunder without the approval of the affected shareholders and may not be materially amended in any case without a vote of the majority of both the Trustees and the Qualified Trustees. Each of the Funds will preserve copies of any plan, agreement or report made pursuant to the Distribution Plan for a period of not less than six years from the date of the Distribution Plan, and for the first two years such copies will be preserved in an easily accessible place.

The Distribution Plan, which was approved by the Board of Trustees on August 19, 2004, represents the combination, amendment and restatement of the existing distribution plans adopted under Rule 12b-1 under the 1940 Act by JPMMFS and the Predecessor Trust with respect to the classes of Shares specified above.

The table below sets forth the Rule 12b-1 fees that the Funds paid to or that were accrued by J.P. Morgan Fund Distributors, Inc. (waived amounts are in parentheses) with respect to the fiscal periods indicated (amounts in thousands):




   
Fiscal Year Ended
8/31/03
   
Fiscal Year Ended
8/31/04
   
Fiscal Year Ended
8/31/05
   



   
Paid/Accrued
   
Waived
   
Paid/Accrued
   
Waived
   
Paid/Accrued
   
Waived
Prime Money Market Fund
                                                                                                         
B Shares
                 $ 90,000                         $ 65,000                                                 
C Shares
                    5,000                            4,000                                                 
Reserve Shares
                    1,011,000                            722,000                                                 
Cash Management Shares
                    1,806,000                            530,000                                                 
Federal Money Market Fund
                                                                                                         
Morgan Shares
                    381,000           $ (278,000 )             299,000           $ (186,000 )                                  
Reserve Shares
                                                                                                         
Tax Free Money Market Fund
                                                                                                         
Morgan Shares
                    702,000              (562,000 )             608,000              (466,000 )                                  
100% U.S. Treasury Securities Money Market Fund
                                                                                                         
Morgan Shares
                    3,168,000              (2,687,000 )             2,273,000              (1,973,000 )                                  
Reserve Shares
                                                                                                         
California Municipal Money Market Fund
                                                                                                         
Morgan Shares
                    156,000              (156,000 )             157,000              (156,000 )                                  
New York Municipal Money Market Fund
                                                                                                         
Morgan Shares
                    1,940,000              (1,878,000 )             1,609,000              (1,609,000 )                                  
Reserve Shares
                    544,000              (139,000 )             513,000              (137,000 )                                
 

The table below sets forth the expenses paid by J.P. Morgan Fund Distributors, Inc. related to the distribution of Shares under the Distribution Plan during the fiscal year ended August 31, 2005 :

Prime Money Market Fund
                         
Advertising and sales literature
                             
Class B Shares financing charges
                             
Compensation to dealers
                             
Compensation to sales personnel
                             
Equipment, supplies and other indirect distribution-related expenses
                             
Printing, production and mailing of prospectuses to other than current shareholders
                             
 

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Federal Money Market Fund
                         
Advertising and sales literature
                             
Class B Shares financing charges
                             
Compensation to dealers
                             
Compensation to sales personnel
                             
Equipment, supplies and other indirect distribution-related expenses
                             
Printing, production and mailing of prospectuses to other than current shareholders
                             
Tax Free Money Market Fund
                         
Advertising and sales literature
                             
Class B Shares financing charges
                             
Compensation to dealers
                             
Compensation to sales personnel
                             
Equipment, supplies and other indirect distribution-related expenses
                             
Printing, production and mailing of prospectuses to other than current shareholders
                             
100% U.S. Treasury Securities Money Market Fund
                         
Advertising and sales literature
                             
Class B Shares financing charges
                             
Compensation to dealers
                             
Compensation to sales personnel
                             
Equipment, supplies and other indirect distribution-related expenses
                             
Printing, production and mailing of prospectuses to other than current shareholders
                             
California Municipal Money Market Fund
                         
Advertising and sales literature
                             
Class B Shares financing charges
                             
Compensation to dealers
                             
Compensation to sales personnel
                             
Equipment, supplies and other indirect distribution-related expenses
                             
Printing, production and mailing of prospectuses to other than current shareholders
                             
New York Municipal Money Market Fund
                         
Advertising and sales literature
                             
Class B Shares financing charges
                             
Compensation to dealers
                             
Compensation to sales personnel
                             
Equipment, supplies and other indirect distribution-related expenses
                             
Printing, production and mailing of prospectuses to other than current shareholders
                             
 

ˆ
  Amount rounds to less than $1.

With respect to the Class B Shares of the Funds, prior to February 1, 2005, the Distribution Fee was paid to FEP Capital L.P. for acting as finance agent.

CUSTODIAN

Pursuant to the Global Custody and Fund Accounting Agreement with JPMorgan Chase Bank, 3 Chase MetroTech Center, Brooklyn, NY 11245, dated February 19, 2005, JPMorgan Chase Bank serves as the custodian and fund accounting agent for each Fund and is responsible for holding portfolio securities and cash and maintaining the books of account and records of portfolio transactions. JPMorgan Chase Bank also acts as securities lending agent to certain JPMorgan equity funds. JPMorgan Chase Bank is an affiliate of the Adviser.

For fund accounting services, the Funds pay to JPMorgan Chase Bank the higher of (a) each Fund’s pro rata share of an annual complex-wide charge on the average daily net assets of all U.S. money market funds of 0. 0075 % of the first $5 billion, 0. 006 % on the next $5 billion, 0. 003 % on the next $25 billion and 0. 001 0% for such assets over $35

39




billion, or (b) the applicable per account minimum charge. The minimum total annual fund accounting charge per Fund is $10,000. In addition, there is a $2,000 annual charge per share class.

For custodian services, each Fund pays to JPMorgan Chase Bank safekeeping fees of between 0.001% and 0.60% of assets held by JPMorgan Chase Bank (depending on the foreign domicile in which the asset is held), calculated monthly in arrears and fees between $7.50 and $150 for securities trades (depending on the foreign domicile in which the trade is settled).

JPMorgan Chase Bank is also reimbursed for its reasonable out-of-pocket or incidental expenses, including, but not limited to, legal fees.

Prior to May 5, 2003, The Bank of New York served as the Funds’ custodian and fund accounting agent. For additional information, see the Prospectuses.

SECURITIES LENDING AGENT

On May 12, 2005, the Board of Trustees approved the appointment of JPMorgan Chase Bank, N.A. as securities lending agent for the 100% U.S. Treasury Securities Money Market Fund. For the securities lending services it performs, JPMorgan Chase Bank, N.A. is entitled to a fee from the Trust, which is calculated on an annual basis and accrued daily, equal to 0.06% for all domestic loans and 0.1142% for all international loans. JPMorgan Chase Bank, N.A. has temporarily reduced fees on a voluntary basis to 0.05% for domestic loans and 0.10% for international loans. The purpose of these fees is to cover the custodial, administrative and related costs of securities lending activities including securities movement, settlement of trades involving cash received as collateral, custody of collateral and marking to market loans.

TRANSFER AGENT

Boston Financial Data Services, Inc. (“BFDS” or “Transfer Agent”), 2 Heritage Drive, North Quincy, Massachusetts 02171, serves as each Fund’s transfer and dividend disbursing agent. As transfer agent and dividend disbursing agent, BFDS is responsible for maintaining account records detailing the ownership of Fund shares and for crediting income, capital gains and other changes in share ownership to shareholder accounts.

Prior to February 19, 2005, DST Systems, Inc. served as each Predecessor Fund’s transfer and dividend disbursing agent.

SHAREHOLDER SERVICING

The Trust, on behalf of each of the Funds, has entered into a shareholder servicing agreement with JPMDS (“Shareholder Servicing Agreement”). Under the Shareholder Servicing Agreement, JPMDS will provide, or cause its agents to provide, any combination of the personal shareholder liaison services and shareholder account information services (“Shareholder Services”) described below or other related services (“Other Related Services”) as also described below.

“Shareholder Services” include (a) answering shareholder inquiries (through electronic and other means) regarding account status and history, the manner in which purchases and redemptions of Fund shares may be effected, and certain other matters pertaining to the Funds; (b) providing shareholders with information through electronic means; (c) assisting shareholders in completing application forms, designating and changing dividend options, account designations and addresses; (d) arranging for or assisting shareholders with respect to the wiring of the funds to and from shareholder accounts in connection with shareholder orders to purchase, redeem or exchange shares; (e) verifying shareholder requests for changes to account information; (f) handling correspondence from shareholders about their accounts; (g) assisting in establishing and maintaining shareholder accounts with the Trust; and (h) providing other shareholder services as the Trust or a shareholder may reasonably request, to the extent permitted by applicable law.

“Other Related Services” include (a) aggregating and processing purchase and redemption orders for shares; (b) providing shareholders with account statements showing their purchases, sales, and positions in the

40




applicable Fund; (c) processing dividend payments for the applicable Fund; (d) providing sub-accounting services to the Trust for shares held for the benefit of shareholders; (e) forwarding communications from the Trust to shareholders, including proxy statements and proxy solicitation materials, shareholder reports, dividend and tax notices, and updated Prospectuses and SAIs; (f) receiving, tabulating and transmitting proxies executed by shareholders; (g) facilitating the transmission and receipt of funds in connection with shareholder orders to purchase, redeem or exchange shares; (h) developing and maintaining Trust’s website; (i) developing and maintain facilities to enable transmission of share transactions by electronic and non-electronic means; (j) providing support and related services to Financial Intermediaries in order to facilitate their processing of orders and communications with shareholders; (k) providing transmission and other functionalities for shares included in investment, retirement, asset allocation, cash management or sweep programs or similar programs or services; and (l) developing and maintaining check writing functionality.

Under the Shareholder Servicing Agreement, each Fund has agreed to pay JPMDS, for providing Shareholder Services and Other Related Services, a fee at the following annual rates (expressed as a percentage of the average daily NAV of Fund shares owned by or for shareholders).

Morgan
                    0.35 %*  
Class B and Class C
                    0.25 %  
Premier, Cash Management and Reserve
                    0.30 %**  
Agency
                    0.15 %  
Institutional Class
                    0.10 %  
Capital
                    0.05 %  
 

*
  The amount payable for “service fees” (as defined by the NASD) does not exceed 0.25% of the average annual net assets attributable to these shares. The 0.10% balance of the fees is for shareholder administrative services.

**
  The amount payable for “service fees” (as defined by the NASD) does not exceed 0.25% of the average annual net assets attributable to these shares. The 0.05% balance of the fees is for shareholder administrative services.

To the extent it is not otherwise required by its contractual agreement to limit a Fund’s expenses as described in the Prospectuses for the Funds, JPMDS may voluntarily agree from time to time to waive a portion of the fees payable to it under the Shareholder Servicing Agreement with respect to each Fund on a month-to-month basis.

JPMDS may enter into service agreements with Financial Intermediaries under which it will pay all or a portion of such fees received from the Funds to such entities for performing Shareholder Services and/or Other Related Services, as described above, for shareholders. Such Financial Intermediaries may include, without limitation, any person who is an affiliate of JPMDS.

The Shareholder Servicing Agreement, unless sooner terminated, will continue until October 31, 2006. Thereafter, if not terminated, the Shareholder Servicing Agreement will continue automatically for successive one year terms, provided that such continuance is specifically approved at least annually by the vote of a majority of those members of the Board of Trustees of the Trust who are not parties to the Shareholder Servicing Agreement or interested persons (as defined in the 1940 Act) of any such party. The Shareholder Servicing Agreement may be terminated without penalty, on not less than 60 days prior written notice, by the Board of Trustees of the Trust or by JPMDS. The Shareholder Servicing Agreement will also terminate automatically in the event of its assignment.

Prior to February 19, 2005, JPMorgan Chase Bank served as a shareholder servicing agent to the Predecessor Funds.

The table below sets forth the fees paid or accrued to JPMorgan Chase Bank (the amounts voluntarily waived are in parentheses) for the fiscal periods indicated (amounts in thousands):

41






   
Fiscal Year Ended
8/31/03
   
Fiscal Year Ended
8/31/04
   
Fiscal Year Ended
8/31/05
   



   
Paid/Accrued
   
Waived
   
Paid/Accrued
   
Waived
   
Paid/Accrued
   
Waived
Prime Money Market Fund
                                                                                                         
Capital Shares
                                                                                                 
Morgan Shares
                 $ 20,441,000           $ (1,387,000 )          $ 14,809,000           $ (1,169,000 )                                  
Premier Shares
                    14,274,000              (115,000 )             14,518,000              (102,000 )                                  
Agency Shares
                    13,045,000              (5,261,000 )             11,811,000              (4,753,000 )                                  
B Shares
                    30,000              (5,000 )             22,000              (18,000 )                                  
C Shares
                    2,000                            1,000              (1,000 )                                  
Institutional Class Shares
                    25,882,000              (25,882,000 )             25,075,000              (25,075,000 )                                  
Reserve Shares
                    1,011,000              (13,000 )             722,000              (25,000 )                                  
Cash Management Shares
                    903,000                            265,000              (15,000 )                                  
Federal Money Market Fund
                                                                                                         
Morgan Shares
                    1,335,000                            1,045,000                                                 
Premier Shares
                    3,616,000              (51,000 )             3,195,000              (37,000 )                                  
Agency Shares
                    396,000              (191,000 )             355,000              (167,000 )                                  
Institutional Class Shares
                    1,976,000              (1,976,000 )             1,552,000              (1,552,000 )                                  
Reserve Shares
                                                                                                 
Tax Free Money Market Fund
                                                                                                         
Morgan Shares
                    2,457,000                            2,128,000                                                 
Premier Shares
                    8,550,000              (58,000 )             8,945,000              (65,000 )                                  
Agency Shares
                    860,000              (372,000 )             851,000              (367,000 )                                  
Institutional Class Shares
                    4,970,000              (4,970,000 )             7,319,000              (7,319,000 )                                  
100% U.S. Treasury Securities
Money Market Fund
                                                                                                         
Capital Shares
                                                                                                 
Morgan Shares
                    11,087,000                            7,955,000                                                 
Premier Shares
                    1,310,000                            1,451,000                                                 
Agency Shares
                    959,000              (550,000 )             837,000              (470,000 )                                  
Institutional Class Shares
                    835,000              (835,000 )             1,395,000              (1,395,000 )                                  
Reserve Shares
                                                                                                 
California Municipal Money Market Fund
                                                                                                         
Morgan Shares
                    547,000              (39,000 )             549,000              (126,000 )                                  
New York Municipal Money Market Fund
                                                                                                         
Morgan Shares
                    6,791,000                            5,631,000                                                 
Reserve Shares
                    634,000              (1,000 )             599,000                                                         
 
                          

Financial Intermediaries may offer additional services to their customers, including specialized procedures and payment for the purchase and redemption of Fund shares, such as pre-authorized or systematic purchase and redemption programs, “sweep” programs, cash advances and redemption checks. Each Financial Intermediary may establish its own terms and conditions, including limitations on the amounts of subsequent transactions, with respect to such services. Certain Financial Intermediaries may (although they are not required by the Trust to do so) credit to the accounts of their customers from whom they are already receiving other fees amounts not exceeding such other fees or the fees for their services as Financial Intermediaries.

For shareholders that bank with JPMorgan Chase Bank, JPMDS may aggregate investments in the JPMorgan Funds with balances held in JPMorgan Chase Bank accounts for purposes of determining eligibility for certain bank privileges that are based on specified minimum balance requirements, such as reduced or no fees for certain banking services or preferred rates on loans and deposits. JPMorgan Chase Bank and certain broker-dealers and other Financial Intermediaries may, at their own expense, provide gifts such as computer software packages,

42




guides and books related to investments or additional Fund shares valued up to $250 to their customers that invest in the JPMorgan Funds.

JPMDS or its affiliates may from time to time, at its or their own expense, out of compensation retained by them from the Funds or from other sources available to them, make additional payments to certain selected dealers or other Financial Intermediaries for performing administrative services for their customers. These services include maintaining account records, processing orders to purchase, redeem and exchange Fund shares and responding to certain customer inquiries. The amount of such compensation may be up to an additional 0.10% annually of the average net assets of the Funds attributable to shares of the Funds held by the customer of such Financial Intermediaries. Such compensation does not represent an additional expense to the Funds or to their shareholders, since it will be paid by JPMDS.

JPMDS, the JPMorgan Funds and their affiliates, agents and subagents may exchange among themselves and other certain information about shareholders and their accounts, including information used to offer investment products and insurance products to them, unless otherwise contractually prohibited.

EXPENSES

The Funds pay the expenses incurred in their operations, including their pro rata share of expenses of the Trust. These expenses include: investment advisory and administrative fees; the compensation of the Trustees; registration fees; interest charges; taxes; expenses connected with the execution, recording and settlement of security transactions; fees and expenses of the Funds’ custodian for all services to the Funds, including safekeeping of funds and securities and maintaining required books and accounts; expenses of preparing and mailing reports to investors and to government offices and commissions; expenses of meetings of investors; fees and expenses of independent accountants, legal counsel and any transfer agent, registrar or dividend disbursing agent of the Trust; insurance premiums; and expenses of calculating the NAV of, and the net income on, shares of the Funds. Shareholder servicing and distribution fees are all allocated to specific classes of the Funds. In addition, the Funds may allocate transfer agency and certain other expenses by class. Service providers to a Fund may, from time to time, voluntarily waive all or a portion of any fees to which they are entitled.

JPMIM, JPMFM and JPMDS have agreed that they will waive fees or reimburse the Funds as described in the Prospectuses.

FINANCIAL INTERMEDIARIES

The services provided by Financial Intermediaries may include establishing and maintaining shareholder accounts, processing purchase and redemption transactions, arranging for bank wires, performing shareholder subaccounting, answering client inquiries regarding the Funds, assisting clients in changing dividend options, account designations and addresses, providing periodic statements showing the client’s account balance and integrating these statements with those of other transactions and balances in the client’s other accounts serviced by the Financial Intermediary, transmitting proxy statements, periodic reports, updated prospectuses and other communications to shareholders and, with respect to meetings of shareholders, collecting, tabulating and forwarding executed proxies and obtaining such other information and performing such other services as JPMDS or clients of the Financial Intermediary may reasonably request and agree upon with the Financial Intermediary.

Financial Intermediaries may establish their own terms and conditions for providing their services and may charge investors a transaction-based or other fee for their services. Such charges may vary among Financial Intermediaries, but in all cases will be retained by the Financial Intermediary and will not be remitted to a Fund or JPMDS.

Each Fund has authorized one or more Financial Intermediaries to accept purchase and redemption orders on its behalf. Such Financial Intermediaries are authorized to designate other intermediaries to accept purchase and redemption orders on a Fund’s behalf. A Fund will be deemed to have received a purchase or redemption order when a Financial Intermediary or, if applicable, that Financial Intermediary’s authorized designee, accepts the order. These orders will be priced at the Fund’s NAV next calculated after they are so accepted.

43



The Funds may also enter into agreements with Financial Intermediaries pursuant to which the Funds will pay the Financial Intermediary for services such as networking, sub-transfer agency and/or omnibus accounting. Payments made pursuant to such agreements are generally based on either (1) a percentage of the average daily net assets of clients serviced by such Financial Intermediary up to a set maximum dollar amount per shareholder account serviced, or (2) the number of accounts serviced by such Financial Intermediary. Any payments made pursuant to such agreements are in addition to, rather than in lieu of, Rule 12b-1 fees and shareholder servicing fees the Financial Intermediary may also be receiving pursuant to agreements with the Distributor and shareholder servicing agent, respectively. From time to time, JPMDS or its affiliates may pay a portion of the fees for networking, sub-transfer agency and/or omnibus accounting at its or their own expense and out of its or their legitimate profits.

CASH COMPENSATION TO FINANCIAL INTERMEDIARIES

JPMDS and JPMIM may compensate Financial Intermediaries who sell shares of the Funds. Compensation comes from sales charges, 12b-1 fees and payments by JPMDS and JPMIM or their affiliates from their own resources. JPMDS may, on occasion, pay Financial Intermediaries the entire front-end sales charge applicable to Fund shares sold by such Financial Intermediaries.

Occasionally, JPMDS and JPMIM, at their own expense and out of their legitimate profits, may provide cash incentives (sometimes referred to as “revenue sharing”) to Financial Intermediaries. Additional cash incentives may also be paid by other affiliates of JPMDS and JPMIM from time to time. Those additional cash incentives are payments over and above the sales charges (including 12b-1 fees) and shareholder servicing fees paid by the Funds. These additional cash payments are generally made to Financial Intermediaries that provide shareholder servicing, marketing support, and/or access to sales meetings, sales representatives and Financial Intermediary management representatives. Cash compensation may also be paid to Financial Intermediaries for inclusion of the Funds on a sales list including a preferred or select sales list, in other sales programs or as an expense reimbursement in cases where the Financial Intermediary provides shareholder services to Fund shareholders. JPMIM and JPMDS may also pay cash compensation in the form of finder’s fees that vary depending on the Fund and the dollar amount of shares sold. In addition, JPMDS may on occasion pay Financial Intermediaries the entire front-end sales charge applicable to Fund shares sold by the Financial Intermediary or an additional commission on the sale of Fund shares subject to a contingent deferred sales charge (“ CDSC ”) .

Revenue sharing payments are usually structured in one of three ways: (i) basis point payments on gross sales; (ii) basis point payments on net assets; and/or (iii) fixed dollar amount payments. During the fiscal year ended August 31, 2005, JPMIM and JPMDS paid approximately $   million for all of the JPMorgan Funds pursuant to their revenue sharing arrangements, of this amount approximately $   million was paid with respect to all of the JPMorgan money market funds, including the Funds.

JPMIM, JPMDS and their affiliates may also pay non-cash compensation to sales representatives of Financial Intermediaries in the form of (i) occasional gifts; (ii) occasional meals, tickets or other entertainment; and/or (iii) sponsorship support of regional or national events of Financial Intermediaries.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The independent registered public accounting firm for the Trust and the Funds is PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017. PricewaterhouseCoopers LLP conducts an annual audit of the financial statements of each of the Funds and assists in the preparation and/or review of each Fund’s federal and state income tax returns.

TRUST COUNSEL

The law firm of Ropes & Gray LLP, One Metro Center, 700 12th Street, N.W., Suite 900, Washington, D.C. 20005-3948 is counsel to the Trust.

44



PURCHASES, REDEMPTIONS AND EXCHANGES

The JPMorgan Funds have established certain procedures and restrictions, subject to change from time to time, for purchase, redemption, and exchange orders, including procedures for accepting telephone instructions and effecting automatic investments and redemptions. The JPMorgan Funds Service Center or JPMorgan Institutional Funds Service Center, as applicable, may defer acting on a shareholder’s instructions until it has received them in proper form and in accordance with the requirements described in the Prospectuses.

An investor may buy shares in a Fund: (i) through a Financial Intermediary; or (ii) through JPMDS by calling JPMorgan Funds Services or the JPMorgan Institutional Funds Service Center, as applicable. Financial Intermediaries may include financial advisors, investment advisers, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others, including affiliates of JPMorgan Chase that have entered into an agreement with the Distributor. Upon receipt of any instructions or inquiries by telephone from a shareholder or, if held in a joint account, from either party, or from any person claiming to be the shareholder, and confirmation that the account registration and address given by such person match those on record, a Fund or its agent is authorized, without notifying the shareholder or joint account parties, to carry out the instructions or to respond to the inquiries, consistent with the service options chosen by the shareholder or joint shareholders in his or their latest account application or other written request for services, including purchasing, exchanging, or redeeming shares of such Fund and depositing and withdrawing monies from the bank account specified in the Bank Account Registration section of the shareholder’s latest account application or as otherwise properly specified to such Fund in writing.

The Funds may, at their own option, accept securities in payment for shares. The securities delivered in such a transaction are valued in the same manner as they would be valued for purposes of computing a Fund’s NAV, as described in the section entitled “Net Asset Value”. This is a taxable transaction to the Shareholder. Purchases by means of in-kind contributions of securities will only be accepted if a variety of conditions are satisfied, including without limitation the following: (i) the securities must be traded on a public securities market or have quoted bid and asked prices available; (ii) JPMIM must determine that acceptance is in the best interest of the Funds and conforms with the applicable Fund’s fundamental objectives, policies and restrictions; and (iii) a Fund may not accept unregistered securities which, if transferred, would be required to be registered.

Subject to compliance with applicable regulations, each Fund has reserved the right to pay the redemption price of its shares, either totally or partially, by a distribution in-kind of readily marketable portfolio securities (instead of cash). The securities so distributed would be valued at the same amount as that assigned to them in calculating the NAV of the shares being sold. If a shareholder received a distribution in-kind, the shareholder could incur brokerage or other charges in converting the securities to cash. The Trust has not filed an election under Rule 18f-1 under the 1940 Act.

In accordance with section 22(e) of the 1940 Act, the Trust, on behalf of a Fund, reserves the right to postpone the date of payment upon redemption for more than one day for the Prime Money Market Fund and for more than seven days for the other Money Market Funds or suspend the right of redemption as follows: (i) during periods when the New York Stock Exchange is closed for other than weekends and holidays or when trading on such Exchange is restricted as determined by the SEC or by rule or regulation, (ii) during periods in which an emergency, as determined by the SEC, exists that causes disposal by the portfolio of, or evaluation of the net asset value of, its portfolio securities to be unreasonable or impracticable, or (iii) for such other periods as the SEC may by order permit for the protection of the Fund shareholders.

Shareholders of other JPMorgan Funds may be entitled to exchange their shares for, or reinvest distributions from their funds in, shares of a Fund at net asset value per share.

Exchange Privilege. Shareholders may exchange their shares in a Fund for shares of any other JPMorgan Fund as indicated in the Prospectuses that offers such share class. The shareholder will not pay a sales charge for such exchange. The Funds reserve the right to limit the number of exchanges or to refuse an exchange. The Funds may discontinue this exchange privilege at any time.

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Shares of a Fund may only be exchanged into another JPMorgan Fund if the account registrations are identical. All exchanges are subject to meeting any investment minimum or eligibility requirements. With respect to exchanges from any JPMorgan money market fund, shareholders must have acquired their shares in such money market fund by exchange from one of the JPMorgan non-money market funds or the exchange will be done at relative NAV plus the appropriate sales charge. Any such exchange may create a gain or loss to be recognized for federal income tax purposes. Normally, shares of the Fund to be acquired are purchased on the redemption date, but such purchase may be delayed by either Fund for up to five business days if a Fund determines that it would be disadvantaged by an immediate transfer of the proceeds.

Additional Information About Class B and Class C Shares. The Distributor pays broker-dealers a commission of 4.00% of the offering price on sales of Class B Shares and a commission of 1.00% of the offering price on sales of Class C Shares. The Distributor keeps the entire amount of any CDSC the investor pays.

If an investor redeems Class C shares then uses that money to buy Class C shares of a JPMorgan Fund within 90 days of that redemption, the purchase will be free of a CDSC. Also, the 12b-1 aging will include the investor’s prior months’ holdings, so that the Financial Intermediary will receive the trail sooner.

The CDSC, however, will not be waived if a defined contribution plan redeems all of the shares that it owns on behalf of participants prior to the CDSC Period, as defined below.

A Fund may require medallion signature guarantees for changes that shareholders request be made in Fund records with respect to their accounts, including but not limited to, changes in bank accounts, for any written requests for additional account services made after a shareholder has submitted an initial account application to a Fund and in certain other circumstances described in the Prospectuses. A Fund may also refuse to accept or carry out any transaction that does not satisfy any restrictions then in effect. A medallion signature guarantee may be obtained from an approved bank, broker, savings and loan association or credit union under Rule 17Ad-15 of the Securities Exchange Act of 1934.

The Funds reserve the right to change any of these policies at any time and may reject any request to purchase shares at a reduced sales charge.

Investors may incur a fee if they effect transactions through a Financial Intermediary.

Systematic Withdrawal Plan. Systematic withdrawals may be made on a monthly, quarterly or annual basis. The applicable Class B or Class C CDSC will be deducted from those payments unless such payments are made:

(i)  
  monthly and constitute no more than -1/12 of 10% of your then-current balance in a Fund each month; or

(ii)  
  quarterly and constitute no more than -1/4 of 10% of your then-current balance in a Fund each quarter.

If you withdraw more than the limits stated above in any given systematic withdrawal payment, you will be charged a CDSC for the amount of the withdrawal over the limit for that month or quarter.

For accounts that allow systematic withdrawals only as a fixed dollar amount per month or quarter, the applicable Class B or Class C CDSC is waived provided that, on the date of the systematic withdrawal, the fixed dollar amount to be withdrawn, when multiplied by 12 in the case of monthly payments or by four in the case of quarterly payments, does not exceed 10% of your then-current balance in the Fund. If on any given systematic withdrawal date that amount would exceed 10%, you will be charged a CDSC on the entire amount of that systematic withdrawal payment. This calculation is repeated on each systematic withdrawal date.

For accounts that allow systematic withdrawals on a percentage basis, a Class B or Class C CDSC will be charged only on that amount of a systematic payment that exceeds the limits set forth above for that month or quarter.

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Your current balance in a Fund for purposes of these calculations will be determined by multiplying the number of shares held by the then-current net asset value for shares of the applicable class.

Cut-Off Times for Purchase, Redemption and Exchange Orders. Orders to purchase, exchange or redeem shares accepted by the Funds, or by a Financial Intermediary authorized to accept such orders, by the cut-off times indicated in the Funds’ Prospectuses will be processed at the NAV next calculated after the order is accepted by the Fund or the Financial Intermediary. Under a variety of different types of servicing agreements, Financial Intermediaries that are authorized to accept purchase, exchange and/or redemption orders from investors are permitted to transmit those orders that are accepted by the Financial Intermediary before the cut-off times in the various Prospectuses to the Funds by the cut-off times stated in those agreements, which are generally later than the cut-off times stated in the Prospectuses.

Applicability of Excessive Trading Limits and Redemption Fees to Investor Fund Transactions. For purposes of the application of the excessive trading limitations and the redemption fees, the JPMorgan Investor Balanced Fund, JPMorgan Investor Conservative Growth Fund, JPMorgan Investor Growth Fund and JPMorgan Investor Growth & Income Fund will be considered asset allocation programs within the stated exceptions to the excessive trading limits and the redemption fees.

Checkwriting Privileges. Checkwriting privileges will no longer be offered on Premier Share accounts effective February 19, 2005. Shareholders of Premier Shares who elected checkwriting on their Account Applications accepted by the Funds on or before February 18, 2005 may continue to write checks against their Premier Share accounts. The Funds may modify or discontinue these checkwriting privileges at any time.

NET ASSET VALUE

The NAV of a class of a Fund is equal to the value of all the assets attributable to that class, minus the liabilities attributable to such class, divided by the number of outstanding shares of such class. The following is a discussion of the procedures used by the Funds in valuing their assets.

The Funds’ portfolio securities are valued by the amortized cost method. The purpose of this method of calculation is to attempt to maintain a constant net asset value per share of each Fund of $1.00. No assurances can be given that this goal can be attained. The amortized cost method of valuation values a security at its cost at the time of purchase and thereafter assumes a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instrument. If a difference of more than 1/2 of 1% occurs between valuation based on the amortized cost method and valuation based on market value, the Board of Trustees will take steps necessary to reduce such deviation, such as changing a Fund’s dividend policy, shortening the average portfolio maturity, realizing gains or losses, or reducing the number of outstanding Fund shares. Any reduction of outstanding shares will be effected by having each shareholder contribute to a Fund’s capital the necessary shares on a pro rata basis. Each shareholder will be deemed to have agreed to such contribution in these circumstances by his or her investment in the Funds. See “Distributions and Tax Matters.”

PORTFOLIO TRANSACTIONS

On behalf of the Funds, the Adviser places orders for all purchases and sales of portfolio securities, enters into repurchase agreements, and may enter into reverse repurchase agreements unless otherwise prohibited. See “Investment Strategies and Policies.”

Fixed income and debt securities and municipal bonds and notes are generally traded at a net price with dealers acting as principal for their own accounts without a stated commission. The price of the security usually includes profit to the dealers. In underwritten offerings, securities are purchased at a fixed price, which includes an amount of compensation to the underwriter, generally referred to as the underwriter’s concession or discount. On occasion, certain securities may be purchased directly from an issuer, in which case no commissions or discounts are paid.

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In connection with portfolio transactions, the overriding objective is to obtain the best execution of purchase and sales orders.

Subject to the overriding objective of obtaining the best execution of orders, the Adviser may allocate a portion of a Fund’s brokerage transactions to affiliates of the Adviser. Under the 1940 Act, persons affiliated with a Fund and persons who are affiliated with such persons are prohibited from dealing with the Fund as principal in the purchase and sale of securities unless a permissive order allowing such transactions is obtained from the SEC. The SEC has granted two exemptive orders permitting each Fund to engage in principal transactions with J.P. Morgan Securities Inc., an affiliated broker. The first order permits each Fund to deal with J.P. Morgan Securities Inc., as principal in the purchase and sale of taxable money market instruments (including commercial paper, bankers acceptances and medium term notes) and repurchase agreements. The second order permits each Fund to deal with J.P. Morgan Securities Inc., as principal in the purchase and sale of tax exempt money market instruments (including tax exempt commercial paper, general obligation and revenue anticipation notes, variable rate demand notes and put bonds). The orders are subject to certain conditions. An affiliated person of a Fund may serve as its broker in listed or over-the-counter transactions conducted on an agency basis provided that, among other things, the fee or commission received by such affiliated broker is reasonable and fair compared to the fee or commission received by non-affiliated brokers in connection with comparable transactions.

JPMDS and its affiliates may have deposit, loan and other commercial banking relationships with the issuers of securities purchased on behalf of any of the Funds, including outstanding loans to such issuers which may be repaid in whole or in part with the proceeds of securities so purchased. JPMDS and its affiliates deal, trade and invest for their own accounts in U.S. government obligations, municipal obligations and commercial paper and are among the leading dealers of various types of U.S. government obligations and municipal obligations. JPMDS and its affiliates may sell U.S. government obligations and municipal obligations to, and purchase them from, other investment companies sponsored by the Funds’ distributor, JPMDS, or its affiliates. JPMIM has informed the Funds that in making its investment decisions, it does not obtain or use material inside information in the possession of any affiliate of JPMIM. Shareholders of the Funds should be aware that, subject to applicable legal or regulatory restrictions, JPMIM and its affiliates may exchange among themselves certain information about the shareholder and his account.

Investment decisions for each Fund are made independently from those for the other Funds or any other investment company or account managed by the Adviser. Any such other investment company or account may also invest in the same securities as the Trust. When a purchase or sale of the same security is made at substantially the same time on behalf of a given Fund and another Fund, investment company or account, the transaction will be averaged as to price, and available investments allocated as to amount, in a manner which the Adviser of the given Fund believes to be equitable to the Fund(s) and such other investment company or account. In some instances, this procedure may adversely affect the price paid or received by a Fund or the size of the position obtained by a Fund. To the extent permitted by law, the Adviser may aggregate the securities to be sold or purchased by it for a Fund with those to be sold or purchased by it for other Funds or for other investment companies or accounts in order to obtain best execution. As provided by the Advisory Agreement, in making investment recommendations for the Trust, the Adviser will not inquire or take into consideration whether an issuer of securities proposed for purchase or sale by the Trust is a customer of the Adviser or their parents or subsidiaries or affiliates and, in dealing with its commercial customers, the Adviser and their respective parent, subsidiaries, and affiliates will not inquire or take into consideration whether securities of such customers are held by the Trust.

DELAWARE TRUST

JPMorgan Trust I was formed as a Delaware statutory trust on November 5, 2004, pursuant to a Declaration of Trust dated November 12, 2004. JPMorgan Trust I assumed JPMMFS’ registration pursuant to the 1933 Act and the 1940 Act effective after the close of business on February 18, 2005.

Under Delaware law, shareholders of a statutory trust shall have the same limitation of personal liability that is extended to stockholders of private corporations for profit organized under Delaware law, unless otherwise provided in the trust’s governing trust instrument. The Trust’s Declaration of Trust provides that shareholders shall not be personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to, the Trust or any series or class. In addition, the Declaration of Trust provides that neither

48




the Trust nor the Trustees, nor any officer, employee, or agent of the Trust shall have any power to bind personally any shareholders nor to call upon any shareholder for payment of any sum of money or assessment other than such as the shareholder may personally agree to pay. Moreover, the Trust’s Declaration of Trust expressly provides that the shareholders shall have the same limitation of personal liability that is extended to shareholders of a private corporation for profit incorporated in the State of Delaware.

The Declaration of Trust provides for the indemnification out of the assets held with respect to a particular series of shares of any shareholder or former shareholder held personally liable solely by reason of a claim or demand relating to the person being or having been a shareholder and not because of the shareholder’s acts or omissions. The Declaration of Trust also provides that the Trust, on behalf of the applicable series, may, at its option with prior written notice, assume the defense of any claim made against a shareholder.

The Trust’s Declaration of Trust provides that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with any proceeding in which they may be involved because of their offices with the Trust, unless, as to liability to the Trust or its shareholders, the Trustees engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their offices. In addition, the Declaration of Trust provides that any Trustee who has been determined to be an “audit committee financial expert” shall not be subject to a greater liability or duty of care because of such determination.

The Trust shall continue without limitation of time subject to the provisions in the Declaration of Trust concerning termination by action of the shareholders or by action of the Trustees upon written notice to the shareholders.

DESCRIPTION OF SHARES

The Trust is an open-end, management investment company organized as Delaware statutory trust. Each Fund represents a separate series of shares of beneficial interest. See “Delaware Trust.”

The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares ($0.0001 par value) of one or more series and classes within any series and to divide or combine the shares of any series or class without materially changing the proportionate beneficial interest of such shares of such series or class in the assets held with respect to that series. Each share represents an equal beneficial interest in the net assets of a Fund with each other share of that Fund. The Trustees may authorize the issuance of shares of additional series and the creation of classes of shares within any series with such preferences, voting powers, rights, duties and privileges as the Trustees may determine, however the Trustees may not classify or change outstanding shares in a manner materially adverse to shareholders of each share. Upon liquidation of a Fund, shareholders are entitled to share pro rata in the net assets of a Fund available for distribution to such shareholders. The rights of redemption and exchange are described in the Prospectuses and elsewhere in this SAI.

The shareholders of each Fund are entitled to one vote for each dollar of NAV (or a proportionate fractional vote with respect to the remainder of the NAV of shares, if any), on matters on which shares of a Fund shall be entitled to vote. Subject to the 1940 Act, the Trustees themselves have the power to alter the number and the terms of office of the Trustees, to lengthen their own terms, or to make their terms of unlimited duration subject to certain removal procedures, and appoint their own successors, provided, however, that immediately after such appointment the requisite majority of the Trustees have been elected by the shareholders of the Trust. The voting rights of shareholders are not cumulative with respect to the election of Trustees. It is the intention of the Trust not to hold meetings of shareholders annually. The Trustees may call meetings of shareholders for action by shareholder vote as may be required by either the 1940 Act or the Trust’s Declaration of Trust.

Each share of a series or class represents an equal proportionate interest in the assets in that series or class with each other share of that series or class. The shares of each series or class participate equally in the earnings, dividends and assets of the particular series or class. Expenses of the Trust which are not attributable to a specific series or class are allocated among all of its series in a manner deemed by the Trustees to be fair and equitable. Shares have no pre-emptive or conversion rights, and when issued, are fully paid and non-assessable. Shares of each series or class generally vote together, except when required under federal securities laws to vote separately on matters that may affect a particular class, such as the approval of distribution plans for a particular class.

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The Trustees may, without shareholder approval (unless otherwise required by applicable law): (i) cause the Trust to merge or consolidate with or into one or more trusts (or series thereof to the extent permitted by law, partnerships, associations, corporations or other business entities (including trusts, partnerships, associations, corporations, or other business entities created by the Trustees to accomplish such merger or consolidation) so long as the surviving or resulting entity is an investment company as defined in the 1940 Act, or is a series thereof, that will succeed to or assume the Trust’s registration under the 1940 Act and that is formed, organized, or existing under the laws of the United States or of a state, commonwealth, possession or territory of the United States, unless otherwise permitted under the 1940 Act; (ii) cause any one or more series or classes of the Trust to merge or consolidate with or into any one or more other series or classes of the Trust, one or more trusts (or series or classes thereof to the extent permitted by law), partnerships, associations, corporations; (iii) cause the shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law; or (iv) cause the Trust to reorganize as a corporation, limited liability company or limited liability partnership under the laws of Delaware or any other state or jurisdiction. However, the exercise of such authority may be subject to certain restrictions under the 1940 Act.

The Trustees may, without shareholder vote, generally restate, amend or otherwise supplement the Trust’s governing instrument, which includes the Declaration of Trust and the By-Laws, without the approval of shareholders, subject to limited exceptions, such as the right to elect Trustees.

The Trustees, without obtaining any authorization or vote of shareholders, may change the name of any series or class or dissolve or terminate any series or class of shares. For information relating to mandatory redemption of Fund shares or their redemption at the option of the Trust under certain circumstances, see “Purchases, Redemptions and Exchanges”.

TAX INFORMATION

Additional Tax Information Concerning all Funds. Each Fund is treated as a separate entity for federal income tax purposes and is not combined with the Trust’s other Funds. Each Fund intends to meet the requirements necessary to qualify each year as a “regulated investment company” under Subchapter M of the Code. If the Funds so qualify, they will pay no federal income tax on the earnings they distribute to shareholders and they will eliminate or reduce to a nominal amount the federal income taxes to which they may be subject.

In order to qualify as a regulated investment company, each Fund must, among other things, (1) derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition of stock or securities, or foreign currencies or other income (including gains from options, futures or forward contracts) derived with respect to its business of investing in stock, securities or currencies, and (2) diversify its holdings so that at the end of each quarter of its taxable year (i) at least 50% of the market value of the Fund’s assets is represented by cash or cash items (including receivables), U.S. government securities, securities of other regulated investment companies, and other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Fund’s assets and 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its assets is invested in (x) the securities of any one issuer (other than U.S. government securities or the securities of other regulated investment companies) or of two or more issuers that the Fund controls and that are engaged in the same, similar, or related trades or businesses or (y) in the securities of one or more qualified publicly traded partnerships (defined below).

In general, for purposes of the 90% gross income requirement described in the paragraph above, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying income if realized by the regulated investment company. However, the American Jobs Creation Act of 2004 (the “2004 Act”), provides that for taxable years of a regulated investment company beginning after October 22, 2004, 100% of the net income derived from an interest in a “qualified publicly traded partnership” (defined as a partnership (i) interests in which are traded on an established securities market or readily tradable on a secondary market or the substantial equivalent thereof and (ii) that derives less than 90% of its income from the qualifying income described in (1) above) will be treated as qualifying income. In addition, although in general the passive loss rules of the Code do not apply to regulated investment companies, such rules do apply to a regulated investment company with respect to items attributable to an interest in a qualified

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publicly traded partnership. Finally, for purposes of the paragraph above, the term “outstanding voting securities of such issuer” will include the equity securities of a qualified publicly traded partnership. These requirements may limit the range of the Fund’s investments.

If a Fund qualifies as a regulated investment company, it will not be subject to federal income tax on the part of its income distributed to Shareholders, provided the Fund distributes during its taxable year at least 90% of the sum of (a) its investment company taxable income (very generally, taxable ordinary income and the excess, if any, of net short-term capital gain over net long-term loss), and (b) its net tax-exempt interest income. Each Fund of the Trust intends to make sufficient distributions to Shareholders to qualify for this special tax treatment.

If a Fund were to fail to qualify as a regulated investment company in any taxable year, the Fund would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would be taxable to Shareholders as ordinary income. In addition, in order to requalify for taxation as a regulated investment company, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make certain distributions.

Generally, regulated investment companies that do not distribute in each calendar year an amount at least equal to the sum of (i) 98% of their “ordinary income” (as defined) for the calendar year, (ii) 98% of their capital gain net income (as defined) for the one-year period ending on October 31 of such calendar year (or later if the company is permitted to elect and so elects), and (iii) any undistributed amounts from the previous year, are subject to a non-deductible excise tax equal to 4% of the underdistributed amounts. For purposes of the excise tax, a Fund is treated as having distributed any amount on which it is subject to income tax for any taxable year ending in such calendar year. A dividend paid to Shareholders in January generally is deemed to have been paid on December 31 of the preceding year, if the dividend was declared and payable to Shareholders of record on a date in October, November, or December of the preceding year. Each Fund of the Trust intends to make sufficient distributions to avoid liability for the excise tax.

For federal income tax purposes, distributions of investment income are generally taxable as ordinary income. Taxes on distributions of capital gains are determined by how long a Fund owned the investments that generated them, rather than how long a Shareholder has owned his or her shares. Distributions of net capital gains from the sale of investments that a Fund has owned for more than one year and that are properly designated by that Fund as capital gain dividends (“Capital Gain Dividends”) will be taxable as long-term capital gains. Distributions of gains from the sale of investments that a Fund owned for one year or less will be taxable as ordinary income.

For taxable years beginning on or before December 31, 2008, “qualified dividend income” received by an individual will be taxed at the rates applicable to long-term capital gain. In order for some portion of the dividends received by a Fund shareholder to be qualified dividend income, the Fund must meet holding period and other requirements with respect to some portion of the dividend-paying stocks in its portfolio and the shareholder must meet holding period and other requirements with respect to the Fund’s shares. A dividend will not be treated as qualified dividend income (at either the Fund or shareholder level) (1) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day period beginning on the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date), (2) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (3) if the recipient elects to have the dividend income treated as investment interest, or (4) if the dividend is received from a foreign corporation that is (a) not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception of dividends paid on stock of such a foreign corporation readily tradable on an established securities market in the United States) or (b) treated as a passive foreign investment company.

In general, distributions of investment income designated by a Fund as derived from qualified dividend income will be treated as qualified dividend income by a shareholder taxed as an individual provided the shareholder meets the holding period and other requirements described above with respect to such Fund’s shares. In any event, if the aggregate qualified dividends received by a Fund during any taxable year are 95% or more of its gross income, then 100% of the Fund’s dividends (other than property designated capital gain dividends) will be eligible to be

51



treated as qualified dividend income. For this purpose, the only gain included in the term “gross income” is the excess of net short-term capital gain over net long-term capital loss.

In general, distributions of investment income designated by a Fund as derived from qualified dividend income will be treated as qualified dividend income by a Shareholder taxed as an individual provided the Shareholder meets the holding period and other requirements described above with respect to the Fund’s shares. In any event, if the aggregate qualified dividends received by a Fund during any taxable year are 95% or more of its gross income, then 100% of that Fund’s dividends (other than properly designated capital gain dividends) will be eligible to be treated as qualified dividend income. For this purpose, the only gain included in the term “gross income” is the excess of net short-term capital gain over net long-term capital loss.

Long-term capital gain rates applicable to individuals have been temporarily reduced — in general, to 15% with lower rates applying to taxpayers in the 10% and 15% rate brackets — for taxable years beginning on or before December 31, 2008.

Distributions in excess of a Fund’s current and accumulated “earnings and profits” will be treated by a Shareholder receiving such distributions as a return of capital to the extent of such Shareholder’s basis in its Shares in the Fund, and thereafter as capital gain. A return of capital is not taxable, but reduces a Shareholder’s basis in its shares. Shareholders not subject to tax on their income generally will not be required to pay tax on amounts distributed to them. Dividends and distributions on a Fund’s shares are generally subject to federal income tax as described herein to the extent they do not exceed the Fund’s realized income and gains, even though such dividends and distributions may economically represent a return of a particular shareholder’s investment. Such distributions are likely to occur in respect of shares purchased at a time when the Fund’s net asset value reflects gains that are either unrealized, or realized but not distributed.

The sale, exchange or redemption of Fund shares by a Shareholder may give rise to a taxable gain or loss to that Shareholder. In general, any gain or loss realized upon a taxable disposition of shares will be treated as long-term capital gain or loss if the Shareholder has held the shares for more than 12 months, and otherwise as short-term capital gain or loss.

If a Shareholder sells shares at a loss within six months of purchase, any loss will be disallowed for federal income tax purposes to the extent of any exempt-interest dividends received on such shares. In addition, any loss (not already disallowed as provided in the preceding sentence) realized upon a taxable disposition of shares held for six months or less will be treated as long-term to the extent of any long-term capital gain distributions received by the Shareholder with respect to the shares. All or a portion of any loss realized upon a taxable disposition of Fund shares will be disallowed if other Fund shares are purchased within 30 days before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.

Under Treasury regulations, if a shareholder recognized a loss with respect to a Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the Internal Revenue Service a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all regulated investment companies. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their individual tax advisers to determine the applicability of these regulations in light of their individual circumstances.

Certain investment and hedging activities of the Funds, including transactions in options, futures contracts, hedging transactions, forward contracts, straddles, swaps, short sales, foreign currencies, and foreign securities will be subject to special tax rules (including mark-to-market, constructive sale, straddle, wash sale and short sale rules). In a given case, these rules may accelerate income to the Fund, defer losses to the Fund, cause adjustments in the holding periods of the Fund’s securities, convert long-term capital gains into short-term capital gains, convert short-term capital losses into long-term capital losses, or otherwise affect the character of the Fund’s income. These rules could therefore affect the amount, timing and character of distributions to Shareholders and cause differences between a Fund’s book income and taxable income. Income earned as a result of these transactions would, in

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general, not be eligible for the dividends-received deduction or for treatment as exempt-interest dividends when distributed to Shareholders including the Funds of Funds. The Fund will endeavor to make any available elections pertaining to such transactions in a manner believed to be in the best interest of the Fund.

Certain debt securities purchased by the Funds (such as STRIPS, CUBES, TRs, TIGRs, CATS and zero coupon bonds), are sold at original issue discount (“OID”). Generally, the amount of the OID is treated as interest income and is included in taxable income over the term of the debt security, even though payment of that amount is not received until a later time, usually when the debt security matures. Because each Fund distributes substantially all of its net investment income to its Shareholders (including such imputed interest), the Fund may have to sell portfolio securities in order to generate the cash necessary for the required distributions. Such sales may occur at a time when the Investment Adviser would not otherwise have chosen to sell such securities and may result in a taxable gain or loss.

The Fund generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable dividends and other distributions paid to, and the proceeds of share sales, exchanges, or redemptions made by, any individual shareholder who fails to properly furnish the Fund with a correct taxpayer identification number (TIN), who has under-reported dividend or interest income, or who fails to certify to the Fund that he or she is not subject to such withholding. Pursuant to recently enacted tax legislation, the backup withholding tax rate is 28% for amounts paid through 2010. This legislation will expire and the backup withholding rate will be 31% for amounts paid after December 31, 2010, unless Congress enacts tax legislation providing otherwise.

The foregoing is only a summary of some of the important federal tax considerations generally affecting purchasers of Shares of a Fund of the Trust. No attempt is made to present herein a complete explanation of the federal income tax treatment of each Fund or its Shareholders, and this discussion is not intended as a substitute for careful tax planning. Accordingly, prospective purchasers of Shares of a Fund are urged to consult their tax advisors with specific reference to their own tax situation, including the potential application of state, local and (if applicable) foreign taxes.

Additional Tax Information Concerning the Municipal Funds.*

A Fund will be qualified to pay exempt-interest dividends to its Shareholders only if, at the close of each quarter of the Fund’s taxable year, at least 50% of the total value of the Fund’s assets consists of obligations the interest on which is exempt from federal income tax.

The policy of each Municipal Fund is to distribute each year as exempt-interest dividends substantially all the Fund’s net exempt-interest income. An exempt-interest dividend is any dividend or part thereof (other than a capital gain dividend) paid by a Municipal Fund and properly designated as an exempt-interest dividend in a written notice mailed to Shareholders after the close of the Fund’s taxable year, which does not exceed, in the aggregate, the net interest income from Municipal Securities and other securities the interest on which is exempt from the regular federal income tax received by the Fund during the taxable year. The percentage of the total dividends paid for any taxable year which qualifies as federal exempt-interest dividends will be the same for all Shareholders receiving dividends from a Municipal Fund during such year, regardless of the period for which the Shares were held.

Exempt-interest dividends may generally be treated by a Municipal Fund’s Shareholders as items of interest excludable from their gross income under Section 103(a) of the Code. However, each Shareholder of a Municipal Fund is advised to consult his, her or its tax adviser to determine the suitability of shares of the Fund as an investment and the precise effect of an investment in the Fund on their particular tax situation.

__________
*  
   
The “Municipal Funds” include the Tax Free Money Market Fund, California Municipal Money Market Fund and New York Municipal Money Market Fund.

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Dividends attributable to interest on certain private activity bonds issued after August 7, 1986 must be taken into account in determining alternative minimum taxable income for purposes of determining liability (if any) for the federal alternative minimum tax applicable to individuals and the federal alternative minimum tax applicable to corporations. In the case of corporations, all tax-exempt interest dividends will be taken into account in determining adjusted current earnings for the purpose of computing the federal alternative minimum tax imposed on corporations.

Current federal law limits the types and volume of bonds qualifying for Federal income tax exemption of interest, which may have an effect on the ability of the Funds to purchase sufficient amounts of tax exempt securities to satisfy the Code’s requirements for the payment of “exempt-interest” dividends.

All or a portion of interest on indebtedness incurred or continued by a Shareholder to purchase or carry Fund shares may not be deductible by the Shareholder. The portion of interest that is not deductible is equal to the total interest paid or accrued on the indebtedness multiplied by the percentage of the Fund’s total distributions (not including distributions of net capital gain) paid to the Shareholder that are exempt-interest dividends. Under rules used by the Internal Revenue Service for determining when borrowed funds are considered to have been used for the purpose of purchasing or carrying particular assets, the purchase of Fund shares may be considered to have been made with borrowed funds even though such funds are not directly traceable to the purchase of shares.

Each Municipal Fund may at times purchase Municipal Securities (or other securities the interest on which is exempt from the regular federal income tax) at a discount from the price at which they were originally issued. For federal income tax purposes, some or all of the market discount will be included in the Fund’s ordinary income and will be taxable to shareholders as such when it is distributed to them.

Each Municipal Fund may acquire rights regarding specified portfolio securities under puts. See “Investment Objectives and Policies — Additional Information on Fund Investments — Demand Features.” The policy of each Municipal Fund is to limit its acquisition of puts to those under which the Fund will be treated for federal income tax purposes as the owner of the Municipal Securities acquired subject to the put and the interest on the Municipal Securities will be tax-exempt to the Fund. Although the Internal Revenue Service has issued a published ruling that provides some guidance regarding the tax consequences of the purchase of puts, there is currently no guidance available from the Internal Revenue Service that definitively establishes the tax consequences of many of the types of puts that the Funds could acquire under the 1940 Act. Therefore, although a Fund will only acquire a put after concluding that it will have the tax consequences described above, the Internal Revenue Service could reach a different conclusion from that of the Fund.

The exemption from federal income tax for exempt-interest dividends does not necessarily result in exemption for such dividends under the income or other tax laws of any state or local authority. Shareholders that receive social security or railroad retirement benefits should consult their tax advisor to determine what effect, if any, an investment in the Fund may have on the federal taxation of their benefits. Shareholders are also advised to consult with their own tax advisors about state and local tax matters. Following is a brief discussion of treatment of exempt-interest dividends by certain states.

Capital Loss Carryforwards. For federal income tax purposes, the following Money Markets Funds had capital loss carryforwards for the fiscal year ended August 31, 2005 (amounts in thousands):
[TO BE UPDATED]

Fund


   
Capital Loss
Carryforwards
   
Expires in
Year
Prime Money Market Fund
              
$2
    
August 31, 2012
 

To the extent that this capital loss is used to offset future capital gains, it is probable that gains so offset will not be distributed to shareholders.

Taxation of Dividends under California Law — California Municipal Money Market Fund. In general, as long as the fund continues to qualify as a regulated investment company under the federal Internal

54



Revenue Code, it will incur no California income or franchise tax liability on income and capital gains distributed to shareholders.

California personal income tax law provides that dividends paid by a regulated investment company, or series thereof, from interest on obligations that would be exempt from California personal income tax if held directly by an individual, are excludable from gross income if such dividends are designated as such exempt-interest dividends in a written notice mailed to shareholders not later than 60 days after the close of the fund’s taxable year. In general, such exempt obligations will include California exempt and U.S. exempt obligations. Moreover, for a fund to qualify to pay such exempt-interest dividends under California law, at least 50% of the value of its assets must consist of such exempt obligations at the close of each quarter of its fiscal year and such fund must be qualified as a regulated investment company. Under California law, exempt-interest dividends (including some dividends paid after the close of the year as described in Section 855 of the Internal Revenue Code) may not exceed the excess of (A) the amount of interest received by the fund which would be tax-exempt interest if the obligations on which the interest was paid were held by an individual over (B) the amount that would be considered expenses related to exempt income and thus would not be deductible.

Distributions to individual shareholders derived from items other than exempt-interest described above will be subject to California personal income tax. In addition, corporate shareholders should note that dividends will not be exempt from California corporate income or franchise tax.

California has an alternative minimum tax similar to the federal AMT. However, the California AMT does not include interest from private activity municipal obligations as an item of tax preference. Interest on indebtedness incurred or continued by a shareholder in connection with the purchase of shares of a fund will not be deductible for California personal income tax purposes.

Investors should consult their advisers about other state and local tax consequences of the investment in the fund.

Taxation of Dividends — New York Municipal Money Market Fund. Distributions received from the New York Municipal Money Market Fund are exempt from New York State and New York City personal income tax (but not New York State corporate franchise tax or New York City business tax) to the extent such distributions are derived from interest attributable to obligations of the State of New York or its political subdivisions, and obligations of the Governments of Puerto Rico, the Virgin Islands and Guam, provided that such dividends constitute exempt-interest dividends under Section 852(b)(5) of the Internal Revenue Code of 1986. If at the close of each quarter at least 50% of the value of the Fund’s assets consist of obligations of the United States and its possessions, dividends paid by the Fund attributable to interest earned by the Fund on such obligations will be exempt from New York personal income tax (but not corporate franchise tax). To the extent that investors are subject to state and local taxes outside of New York State, dividends paid by the Fund may be taxable income for purposes thereof. Fund’s distributions that are attributable to the obligations of any other state or of a political subdivision of any such other state or are derived from capital gains, are generally not exempt from New York State or New York City tax. New York has an alternative minimum tax similar to the federal AMT. However, the New York AMT excludes tax-exempt interest as an item of tax preference. Interest incurred to buy or carry shares of the Fund is not deductible for federal, New York State or New York City personal income tax purposes. Investors should consult their advisers about other state and local tax consequences of the investment in the Fund.

ADDITIONAL INFORMATION

As used in this SAI and the Prospectuses, the term “majority of the outstanding voting securities” means the vote of (i) 67% or more of the voting securities present at a meeting, if the holders of more than 50% of the outstanding voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities, whichever is less.

Telephone calls to the Funds, the Funds’ service providers or a Financial Intermediary as Financial Intermediary may be tape-recorded. With respect to the securities offered hereby, this SAI and the Prospectuses do not contain all the information included in the Trust’s Registration Statement filed with the SEC under the 1933 Act and the 1940 Act. Pursuant to the rules and regulations of the SEC, certain portions have been omitted. The

55




Registration Statement including the exhibits filed therewith may be examined at the office of the SEC in Washington, D.C.

Statements contained in this SAI and the Prospectuses concerning the contents of any contract or other document are not necessarily complete, and in each instance, reference is made to the copy of such contract or other document filed as an exhibit to the Trust’s Registration Statement. Each such statement is qualified in all respects by such reference.

No dealer, salesman or any other person has been authorized to give any information or to make any representations, other than those contained in the Prospectuses and this SAI, in connection with the offer contained therein and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the Trust, the Funds or JPMDS. The Prospectuses and this SAI do not constitute an offer by any Fund or by JPMDS to sell or solicit any offer to buy any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful for the Funds or JPMDS to make such offer in such jurisdictions.

Principal Holders. As of October 31, 2005, the following persons owned of record, or were known by the Trust to own beneficially, 5% or more of the outstanding shares of any class of the Predecessor Funds:

100% U.S. Treasury Money Market Fund
              
 
               
Institutional Class Shares
              
 
               
 
              
 
               
 
              
 
               
 
              
 
               
Premier Shares
              
 
               
 
              
 
               
 
              
 
               
 
              
 
               
Agency Shares
              
 
               
 
              
 
               
 
              
 
               
Morgan Shares
              
 
               
 
              
 
               
 
              
 
               
California Municipal Money Market Fund
              
 
               
Morgan Shares
              
 
               
 
              
 
               
 
              
 
               
 
              
 
               
Federal Money Market Fund
              
 
               
Institutional Class Shares
              
 
               
 
              
 
               
 
              
 
               
 
              
 
               
Premier Shares
              
 
               
 
              
 
               
Agency Shares
              
 
               
 
              
 
               
 
              
 
               
 
              
 
               
Morgan Shares
              
 
               
 

56



New York Municipal Money Market Fund
              
 
               
Morgan Shares
              
 
               
 
              
 
               
 
              
 
               
Reserve Shares
              
 
               
Prime Money Market Fund
              
 
               
Institutional Class Shares
              
 
               
 
              
 
               
Premier Shares
              
 
               
 
              
 
               
 
              
 
               
Agency Shares
              
 
               
 
              
 
               
 
              
 
               
Morgan Shares
              
 
               
 
              
 
               
 
              
 
               
 
              
 
               
Reserve Shares
              
 
               
 
              
 
               
 
              
 
               
 
              
 
               
 
              
 
               
 
              
 
               
Cash Management Shares
              
 
               
 
              
 
               
 
              
 
               
Class C Shares
              
 
               
 
              
 
               
 
              
 
               
 
              
 
               
 
              
 
               
Tax Free Money Market Fund
              
 
               
Institutional Class Shares
              
 
               
Premier Shares
              
 
               
 
              
 
               
Agency Shares
              
 
               
 
              
 
               
 
              
 
               
 
              
 
               
Morgan Shares
              
 
               
 
              
 
               
 
              
 
               
 
              
 
               
 
              
               
 

* – The shareholder of record is a subsidiary or affiliate of JPMorgan Chase & Co. (a “JPMorgan Affiliate”). Typically, the shares are held for the benefit of underlying accounts for which the JPMorgan Affiliate may have voting or investment power. To the extent that JPMorgan Affiliates own 25% or more of a class of shares of a Fund, JPMorgan Chase & Co. may be deemed to be a “controlling person” of such shares under the 1940 Act.

57



The persons listed above as owning 25% or more of the outstanding shares of a Predecessor Fund may be presumed to “control” (as that term is defined in the 1940 Act) such Funds. As a result, those persons would have the ability to vote a majority of the shares of the Funds on any matter requiring the approval of shareholders of such Funds.

FINANCIAL STATEMENTS

The annual audited financial statements of the Predecessor Funds and the report thereon of PricewaterhouseCoopers LLP are incorporated herein by reference to the Predecessor Funds’ August 31, 2005 annual report filing made with the SEC on November    , 2005 (Accession Number: _ __________________) , pursuant to Section 30(b) of the 1940 Act and Rule 30b2-1 thereunder. These financial statements are available without charge upon request by calling JPMorgan Funds Services at 1-800-480-4111 or JPMorgan Institutional Funds Service Center at 1-800-766-7722.

58



APPENDIX A
DESCRIPTION OF CERTAIN OBLIGATIONS
ISSUED OR GUARANTEED BY U.S. GOVERNMENT
AGENCIES OR INSTRUMENTALITIES

Federal Farm Credit System Notes and Bonds — are bonds issued by a cooperatively owned nationwide system of banks and associations supervised by the Farm Credit Administration, an independent agency of the U.S. government. These bonds are not guaranteed by the U.S. government.

Maritime Administration Bonds — are bonds issued and provided by the Department of Transportation of the U.S. government and are guaranteed by the U.S. government.

FNMA Bonds — are bonds guaranteed by the Federal National Mortgage Association. These bonds are not guaranteed by the U.S. government.

FHA Debentures — are debentures issued by the Federal Housing Administration of the U.S. government and are guaranteed by the U.S. government. FHA Insured Notes are bonds issued by the Farmers Home Administration of the U.S. government and are guaranteed by the U.S. government.

FHA Insured Notes — are bonds issued by the Farmers Home Administration of the U.S. government and are guaranteed by the U.S. government.

GNMA Certificates — are mortgage-backed securities which represent a partial ownership interest in a pool of mortgage loans issued by lenders such as mortgage bankers, commercial banks and savings and loan associations. Each mortgage loan included in the pool is either insured by the Federal Housing Administration or guaranteed by the Veterans Administration and therefore guaranteed by the U.S. government. As a consequence of the fees paid to GNMA and the issuer of GNMA Certificates, the coupon rate of interest of GNMA Certificates is lower than the interest paid on the VA-guaranteed or FHA-insured mortgages underlying the Certificates. The average life of a GNMA Certificate is likely to be substantially less than the original maturity of the mortgage pools underlying the securities. Prepayments of principal by mortgagors and mortgage foreclosures may result in the return of the greater part of principal invested far in advance of the maturity of the mortgages in the pool. Foreclosures impose no risk to principal investment because of the GNMA guarantee. As the prepayment rate of individual mortgage pools will vary widely, it is not possible to accurately predict the average life of a particular issue of GNMA Certificates. The yield which will be earned on GNMA Certificates may vary form their coupon rates for the following reasons: (i) Certificates may be issued at a premium or discount, rather than at par; (ii) Certificates may trade in the secondary market at a premium or discount after issuance; (iii) interest is earned and compounded monthly which has the effect of raising the effective yield earned on the Certificates; and (iv) the actual yield of each Certificate is affected by the prepayment of mortgages included in the mortgage pool underlying the Certificates. Principal which is so prepaid will be reinvested, although possibly at a lower rate. In addition, prepayment of mortgages included in the mortgage pool underlying a GNMA Certificate purchased at a premium could result in a loss to a Fund. Due to the large amount of GNMA Certificates outstanding and active participation in the secondary market by securities dealers and investors, GNMA Certificates are highly liquid instruments. Prices of GNMA Certificates are readily available from securities dealers and depend on, among other things, the level of market rates, the Certificate’s coupon rate and the prepayment experience of the pool of mortgages backing each Certificate. If agency securities are purchased at a premium above principal, the premium is not guaranteed by the issuing agency and a decline in the market value to par may result in a loss of the premium, which may be particularly likely in the event of a prepayment. When and if available, U.S. government obligations may be purchased at a discount from face value.

FHLMC Certificates and FNMA Certificates — are mortgage-backed bonds issued by the Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association, respectively, and are guaranteed by the U.S. government.

GSA Participation Certificates — are participation certificates issued by the General Services Administration of the U.S. government and are guaranteed by the U.S. government.

New Communities Debentures — are debentures issued in accordance with the provisions of Title IV of the Housing and Urban Development Act of 1968, as supplemented and extended by Title VII of the Housing and Urban Development Act of 1970, the payment of which is guaranteed by the U.S. government.

Public Housing Bonds — are bonds issued by public housing and urban renewal agencies in connection with programs administered by the Department of Housing and Urban Development of the U.S. government, the payment of which is secured by the U.S. government.

Penn Central Transportation Certificates — are certificates issued by Penn Central Transportation and guaranteed by the U.S. government.

A-1



SBA Debentures — are debentures fully guaranteed as to principal and interest by the Small Business Administration of the U.S. government.

Washington Metropolitan Area Transit Authority Bonds — are bonds issued by the Washington Metropolitan Area Transit Authority. Some of the bonds issued prior to 1993 are guaranteed by the U.S. government.

FHLMC Bonds — are bonds issued and guaranteed by the Federal Home Loan Mortgage Corporation. These bonds are not guaranteed by the U.S. government.

Federal Home Loan Bank Notes and Bonds — are notes and bonds issued by the Federal Home Loan Bank System and are not guaranteed by the U.S. government.

Student Loan Marketing Association (“Sallie Mae”) Notes and Bonds — are notes and bonds issued by the Student Loan Marketing Association and are not guaranteed by the U.S. government.

D.C. Armory Board Bonds — are bonds issued by the District of Columbia Armory Board and are guaranteed by the U.S. government.

Export-Import Bank Certificates — are certificates of beneficial interest and participation certificates issued and guaranteed by the Export-Import Bank of the U.S. and are guaranteed by the U.S. government.

In the case of securities not backed by the “full faith and credit” of the U.S. government, the investor must look principally to the agency issuing or guaranteeing the obligation for ultimate repayment, and may not be able to assert a claim against the U.S. government itself in the event the agency or instrumentality does not meet its commitments.

Investments may also be made in obligations of U.S. government agencies or instrumentalities other than those listed above.

A-2



APPENDIX B — DESCRIPTION OF RATINGS

The following is a summary of published ratings by major credit rating agencies. Credit ratings evaluate only the safety of principal and interest payments, not the market value risk of lower quality securities. Credit rating agencies may fail to change credit ratings to reflect subsequent events on a timely basis. Although the investment adviser considers security ratings when making investment decisions, it also performs its own investment analysis and does not rely solely on the ratings assigned by credit agencies.

Unrated securities will be treated as non-investment grade securities unless the investment adviser determines that such securities are the equivalent of investment grade securities. Securities that have received different ratings from more than one agency are considered investment grade if at least one agency has rated the security investment grade.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

Standard & Poor’s Rating Service (“S&P”)

A-1
  Highest category of commercial paper. Capacity to meet financial commitment is strong. Obligations designated with a plus sign (+) indicate that capacity to meet financial commitment is extremely strong.

A-2
  Issues somewhat more susceptible to adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the capacity to meet financial commitments is satisfactory.

A-3
  Exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

B
  Regarded as having significant speculative characteristics. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

C
  Currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.

D
  In payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

Fitch Ratings (“Fitch”)

F1
  HIGHEST CREDIT QUALITY. Indicates the strongest capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.

F2
  GOOD CREDIT QUALITY. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.

F3
  FAIR CREDIT QUALITY. The capacity for timely payment of financial commitments is adequate; however, near-term adverse changes could result in a reduction to non-investment grade.

B
  SPECULATIVE. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions.

C
  HIGH DEFAULT RISK. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.

D
  DEFAULT. Denotes actual or imminent payment default.
________________
“+” or “-” may be appended to ‘F-1’ rating to denote relative status within the ‘F1’ rating category.
   

B-1



‘NR’
              
indicates that Fitch does not rate the issuer or issue in question.
                   
 

Moody’s Investors Service, Inc. (“Moody’s”)

Prime-1
              
Superior ability for repayment, often evidenced by such characteristics as: leading market positions in well-established industries; high rates of return on funds employed; conservative capitalization structure with moderate reliance on debt and ample asset protection; broad margins in earnings coverage of fixed financial charges and high internal cash generation; and well-established access to a range of financial markets and assured sources of alternate liquidity.
Prime-2
              
Strong capacity for repayment. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.
Prime-3
              
Acceptable capacity for repayment. The effect of industry characteristics and market compositions may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and may require relatively high financial leverage. Adequate alternate liquidity is maintained.
Not Prime
              
Does not fall within any of the Prime rating categories.
 

Dominion Bond Rating Service Limited (“Dominion”)

R-1
              
Prime Credit Quality
R-2
              
Adequate Credit Quality
R-3
              
Speculative
 

All three Dominion rating categories for short term debt use “high”, “middle” or “low” as subset grades to designate the relative standing of the credit within a particular rating category. The following comments provide separate definitions for the three grades in the Prime Credit Quality area.

R-1 (high)
    
Short term debt rated “R-1 (high)” is of the highest credit quality, and indicates an entity which possesses unquestioned ability to repay current liabilities as they fall due. Entities rated in this category normally maintain strong liquidity positions, conservative debt levels and profitability which is both stable and above average. Companies achieving an “R-1 (high)” rating are normally leaders in structurally sound industry segments with proven track records, sustainable positive future results and no substantial qualifying negative factors. Given the extremely tough definition which Dominion has established for an “R-1 (high)”, few entities are strong enough to achieve this rating.
    
R-1 (middle)
              
Short term debt rated “R-1 (middle)” is of superior credit quality and, in most cases, ratings in this category differ from “R-1 (high)” credits to only a small degree. Given the extremely tough definition which Dominion has for the “R-1 (high)” category (which few companies are able to achieve), entities rated “R-1 (middle)” are also considered strong credits which typically exemplify above average strength in key areas of consideration for debt protection.
R-1 (low)
              
Short term debt rated “R-1” (low) is of satisfactory credit quality. The overall strength and outlook for key liquidity, debt and profitability ratios is not normally as favorable as with higher rating categories, but these considerations are still respectable. Any qualifying negative factors which exist are considered manageable, and the entity is normally of sufficient size to have some influence in its industry.
R-2 (high);
R-2 (middle);
R-2 (low)
              
Short term debt rated “R-2” is of adequate credit quality and within the three subset grades, debt protection ranges from having reasonable ability for timely repayment to a level which is considered only just adequate. The liquidity and debt ratios of entities in the “R-2” classification are not as strong as those in the “R-1” category, and the past and future trend may suggest some risk of maintaining the strength of key ratios in these areas. Alternative sources of liquidity support are considered satisfactory; however, even the strongest liquidity support will not improve the commercial paper rating of the issuer. The size of the entity may restrict its flexibility, and its relative position in the industry is not typically as strong as an “R-1 credit”. Profitability trends, past and future, may be less favorable, earnings not as stabled, and there are often negative qualifying factors present which could also make the entity more vulnerable to adverse changes in financial and economic conditions.
 

B-2



R-3 (high);
R-3 (middle);
R-3 (low)
              
Short term debt rated “R-3” is speculative, and within the three subset grades, the capacity for timely payment ranges from mildly speculative to doubtful. “R-3” credits tend to have weak liquidity and debt ratios, and the future trend of these ratios is also unclear. Due to its speculative nature, companies with
“R-3” ratings would normally have very limited access to alternative sources of liquidity. Earnings would typically be very unstable, and the level of overall profitability of the entity is also likely to be low. The industry environment may be weak, and strong negative qualifying factors are also likely to be present.
 

DESCRIPTION OF BANK RATINGS

Moody’s

These ratings represent Moody’s opinion of a bank’s intrinsic safety and soundness.

A
              
These banks possess superior intrinsic financial strength. Typically they will be major financial institutions with highly valuable and defensible business franchises, strong financial fundamentals, and a very predictable and stable operating environment.
B
              
These banks possess strong intrinsic financial strength. Typically, they will be institutions with valuable and defensible business franchises, good financial fundamentals, and a predictable and stable operating environment.
C
              
These banks possess adequate intrinsic financial strength. Typically, they will be institutions with more limited but still valuable and defensible business franchises. These banks will display either acceptable financial fundamentals within a predictable and stable operating environment, or good financial fundamentals within a less predictable and stable operating environment.
D
              
Banks rated D display modest intrinsic financial strength, potentially requiring some outside support at times. Such institutions may be limited by one or more of the following factors; a weak business franchise; financial fundamentals that are deficient in one or more respects; or an unpredictable and unstable operating environment.
E
              
Banks rated E display very modest intrinsic financial strength, with a higher likelihood of periodic outside support or an eventual need for outside assistance. Such institutions may be limited by one or more of the following factors: a weak and limited business franchise; financial fundamentals that are materially deficient in one or more respects; or a highly unpredictable or unstable operating environment.
 

Where appropriate, a “+” modifier will be appended to ratings below the “A” category and a “-” modifier will be appended to ratings above the “E” category to distinguish those banks that fall in intermediate categories.

DESCRIPTION OF BOND RATINGS

S&P

Corporate and Municipal Bond Ratings

Investment Grade

AAA
              
Debt rated AAA has the highest rating assigned by S&P. Capacity to pay interest and repay principal is extremely strong.
AA
              
Debt rated AA has a very strong capacity to pay interest and repay principal and differs from the highest rated issues only to a small degree.
A
              
Debt rated A has a strong capacity to pay interest and repay principal; it is somewhat more susceptible, however, to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories.
BBB
              
Debt rated BBB is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions, or changing circumstances are more likely to impair the obligor’s capacity to pay interest and repay principal for debt in this category in higher-rated categories.
 

B-3



Speculative Grade

Debt rated BB, CCC, CC, and C is regarded as having predominantly speculative characteristics with respect to capacity to pay interest and repay principal. BB indicates the least degree of speculation and C the highest. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major exposures to adverse conditions.

BB
              
Debt rated BB has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to inadequate capacity to meet timely interest and principal payments. The BB rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BBB-rating.
B
              
Debt rated B has a greater vulnerability to default but currently has the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal.
 
              
The B rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BB or BB-rating.
CCC
              
Debt rated CCC has a currently identifiable vulnerability to default and is dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial or economic conditions, it is not likely to have the capacity to pay interest and repay principal. The CCC rating category is also used for debt subordinated to senior debt that is assigned an actual or implied B or B-rating.
CC
              
The rating CC is typically applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating.
C
              
The rating C is typically applied to debt subordinated to senior debt that is assigned an actual or implied CCC- debt rating. The C rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payments are continued.
C1
              
The rating C1 is reserved for income bonds on which no interest is being paid.
D
              
Debt rated D is in payment default. The D rating category is used when interest payments or principal payments are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating will also be used upon the filing of bankruptcy petition if debt service payments are jeopardized.
 

Plus(+) or Minus (-): The ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.

Provisional ratings: The letter “p” indicates that the rating is provisional. A provisional rating assumes the successful completion of the project being financed by the debt being rated and indicates that payment of debt service requirements is largely or entirely dependent upon the successful and timely completion of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment on the likelihood of, or the risk of default upon failure of, such completion. The investor should exercise his own judgment with respect to such likelihood and risk.

r: The “r” is attached to highlight derivative, hybrid, and certain other obligations that S&P believes may experience high volatility or high variability in expected returns due to non-credit risks. Examples of such obligations are: securities whose principal or interest return is indexed to equities, commodities, or currencies; certain swaps and options; and interest only and principal only mortgage securities.

The absence of an “r” symbol should not be taken as an indication that an obligation will exhibit no volatility or variability in total return.

N.R.
  Not rated.

Debt obligations of issuers outside the United States and its territories are rated on the same basis as domestic corporate and municipal issues. The ratings measure the creditworthiness of the obligor but do not take into account currency exchange and related uncertainties.

B-4



Moody’s

Long-Term Ratings: Bonds and Preferred Stock

Investment Grade

Aaa
              
Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edged.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure.
Aa
              
Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present that make the long-term risks appear somewhat larger than with Aaa securities.
A
              
Bonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present that suggest a susceptibility to impairment sometime in the future.
Baa
              
Bonds which are rated Baa are considered as medium-grade obligations (i.e., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.
 

Non-Investment Grade

Ba
              
Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well-assured. The protection of interest and principal payments may be no more than moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.
B
              
Bonds which are rated B generally lack characteristics of a desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.
Caa
              
Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.
Ca
              
Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.
C
              
Bonds which are rated C are the lowest rated class of bonds and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment.
 

Moody’s applies numerical modifiers, 1, 2, and 3 in each generic rating classified from Aa through Caa in its corporate bond rating system. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.

Corporate Short-Term Debt Ratings

Moody’s short-term debt ratings are opinions of the ability of issuers to repay punctually senior debt obligations which have an original maturity not exceeding one year. Obligations relying upon support mechanisms such as letters of credit and bonds of indemnity are excluded unless explicitly rated.

Moody’s employs the following three designations, all judged to be investment grade, to indicate the relative repayment ability of rated issuers:

PRIME-1
              
Issuers rated Prime-1 (or supporting institutions) have a superior ability for repayment of senior short-term debt obligations. Prime-1 repayment ability will often be evidenced by many of the following characteristics: leading market positions in well-established industries; high rates of return on funds employed; conservative capitalization structure with moderate reliance on debt and ample asset protection; broad margins in earnings coverage of fixed financial charges and high internal cash generation; and well-established access to a range of financial markets and assured sources of alternate liquidity.
 

B-5



PRIME-2
              
Issuers rated Prime-2 (or supporting institutions) have a strong ability for repayment of senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.
PRIME-3
              
Issuers rated Prime-3 (or supporting institutions) have an acceptable ability for repayment of senior short-term obligations. The effect of industry characteristics and market compositions may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and may require relatively high financial leverage. Adequate alternate liquidity is maintained.
NOT PRIME:
              
Issuers rated Not Prime do not fall within any of the Prime rating categories.
 

Fitch

Investment Grade

AAA
              
HIGHEST CREDIT QUALITY. ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA
              
VERY HIGH CREDIT QUALITY. ‘AA’ ratings denote a very low expectation of credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A
              
HIGH CREDIT QUALITY. ‘A’ ratings denote a low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.
BBB
              
GOOD CREDIT QUALITY. ‘BBB’ ratings indicate that there is currently a low expectation of credit risk. The capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment-grade category.
 

Speculative Grade

BB
              
SPECULATIVE. ‘BB’ ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.
B
              
HIGHLY SPECULATIVE. ‘B’ ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met: however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.
CCC,
CC,
C
              
HIGH DEFAULT RISK. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. A ‘CC’ rating indicates that default of some kind appears probable. ‘C’ ratings signal imminent default.
DDD,
DD,
D
              
DEFAULT. The ratings of obligations in this category are based on their prospects for achieving partial or full recovery in a reorganization or liquidation of the obligor. While expected recovery values are highly speculative and cannot be estimated with any precision, the following serve as general guidelines. ‘DDD’ obligations have the highest potential for recovery, around 90%-100% of outstanding amounts and accrued interest. ‘DD’ indicates potential recoveries in the range of 50%-90% and ‘D’ the lowest recovery potential, i.e., below 50%.
 

Dominion

Bond and Long-Term Debt Rating Scale

AAA
              
Bonds rated “AAA” are of the highest credit quality, with exceptionally strong protection for the timely repayment of principal and interest. Earnings are considered stable, the structure of the industry in which the entity operates is strong, and the outlook for future profitability is favorable. There are few qualifying factors present which would detract from the performance of the entity, the strength of liquidity and coverage ratios is unquestioned and the entity has established a creditable track record of superior performance. Given the extremely tough definition which Dominion has established for this category, few entities are able to achieve a AAA rating.
 

B-6



AA
              
Bonds rate “AA” are of superior credit quality, and protection of interest and principal is considered high. In many cases, they differ from bonds rated AAA only to a small degree. Given the extremely tough definition which Dominion has for the AAA category (which few companies are able to achieve), entities rated AA are also considered to be strong credits which typically exemplify above-average strength in key areas of consideration and are unlikely to be significantly affected by reasonably foreseeable events.
A
              
Bonds rated “A” are of satisfactory credit quality. Protection of interest and principal is still substantial, but the degree of strength is less than with AA rated entities. While a respectable rating, entities in the “A” category are considered to be more susceptible to adverse economic conditions and have greater cyclical tendencies than higher rated companies.
BBB
              
Bonds rated “BBB” are of adequate credit quality. Protection of interest and principal is considered adequate, but the entity is more susceptible to adverse changes in financial and economic conditions, or there may be other adversities present which reduce the strength of the entity and its rated securities.
BB
              
Bonds rated “BB” are defined to be speculative, where the degree of protection afforded interest and principal is uncertain, particularly during periods of economic recession. Entities in the BB area typically have limited access to capital markets and additional liquidity support and, in many cases, small size or lack of competitive strength may be additional negative considerations.
B
              
Bonds rated “B” are highly speculative and there is a reasonably high level of uncertainty which exists as to the ability of the entity to pay interest and principal on a continuing basis in the future, especially in periods of economic recession or industry adversity.
CCC/
CC/C
              
Bonds rated in any of these categories are very highly speculative and are in danger of default of interest and principal. The degree of adverse elements present is more severe than bonds rated “B”, Bonds rated below “B” often have characteristics which, if not remedied, may lead to default. In practice, there is little difference between the “C” to “CCC” categories, with “CC” and “C” normally used to lower ranking debt of companies where the senior debt is rated in the “CCC” to “B” range.
D
              
This category indicates Bonds in default of either interest or principal.
 

(“high,” “low”) grades are used to indicate the relative standing of a credit within a particular rating category. The lack of one of these designations indicates a rating which is essentially in the middle of the category. Note that “high” and “low” grades are not used for the AAA category.

DESCRIPTION OF INSURANCE RATINGS

Moody’s

Insurance Financial Strength Ratings

These ratings represent Moody’s opinions of the ability of insurance companies to pay punctually senior policyholder claims and obligations.

Aaa
              
Insurance companies rated in this category offer exceptional financial security. While the credit profile of these companies is likely to change, such changes as can be visualized are most unlikely to impair their fundamentally strong position.
Aa
              
These insurance companies offer excellent financial security. Together with the Aaa group, they constitute what are generally known as high grade companies. They are rated lower than Aaa companies because long-term risks appear somewhat larger.
A
              
Insurance companies rated in this category offer good financial security. However, elements may be present which suggest a susceptibility to impairment sometime in the future.
Baa
              
Insurance companies rated in this category offer adequate financial security. However, certain protective elements may be lacking or may be characteristically unreliable over any great length of time.
 

B-7



Ba
              
Insurance companies rated in this category offer questionable financial security. Often the ability of these companies to meet policyholder obligations may be very moderate and thereby not well safeguarded in the future.
B
              
Insurance companies rated in this category offer poor financial security. Assurance of punctual payment of policyholder obligations over any long period of time is small.
Caa
              
Insurance companies rated in this category offer very poor financial security. They may be in default on their policyholder obligations or there may be present elements of danger with respect to punctual payment of policyholder obligations and claims.
Ca
              
Insurance companies rated in this category offer extremely poor financial security. Such companies are often in default on their policyholder obligations or have other marked shortcomings.
C
              
Insurance companies rated in this category are the lowest rated class of insurance company and can be regarded as having extremely poor prospects of ever offering financial security.
 

Short-Term Insurance Financial Strength Ratings

These ratings represents Moody’s opinions of the ability of the insurance company to repay punctually its short-term senior policyholder claims and obligations. The ratings apply to senior policyholder obligations that mature or are payable within one year or less.

Specific obligations are considered unrated unless individually rated because the standing of a particular insurance obligation would depend on an assessment of its relative standing under those laws governing both the obligation and the insurance company.

P-1
              
Insurers (or supporting institutions) rated Prime-1 have a superior ability for repayment of senior short-term policyholder claims and obligations.
P-2
              
Insurers (or supporting institutions) rated Prime-2 have a strong ability for repayment of senior short-term policyholder claims and obligations.
P-3
              
Insurers (or supporting institutions) rated Prime-3 have an acceptable ability for repayment of senior short-term policyholder claims and obligations.
NP
              
Insurers (or supporting institutions) rated Not Prime (NP) do not fall within any of the Prime rating categories.
 

S&P

An insurer rated “BBB” or higher is regarded as having financial security characteristics that outweigh any vulnerabilities, and is highly likely to have the ability to meet financial commitments.

AAA
              
Extremely Strong financial security characteristics. “AAA” is the highest Insurer Financial Strength Rating assigned by Standard & Poor’s.
AA
              
Very Strong financial security characteristics, differing only slightly from those rated higher.
A
              
Strong financial security characteristics, but is somewhat more likely to be affected by adverse business conditions than are insurers with higher ratings.
BBB
              
Good financial security characteristics, but is more likely to be affected by adverse business conditions than are higher rated insurers.
 

An insurer rated “BB” or lower is regarded as having vulnerable characteristics that may outweigh its strengths. “BB” indicates the least degree of vulnerability within the range; “CC” the highest.

BB
              
Marginal financial security characteristics. Positive attributes exist, but adverse business conditions could lead to insufficient ability to meet financial commitments.
B
              
Weak financial security characteristics. Adverse business conditions will likely impair its ability to meet financial commitments.
 

B-8



CCC
              
Very Weak financial security characteristics, and is dependent on favorable business conditions to meet financial commitments.
CC
              
Extremely Weak financial security characteristics and is likely not to meet some of its financial commitments.
R
              
An insurer rated R is under regulatory supervision owing to its financial condition. During the pendency of the regulatory supervision, the regulators may have the power to favor one class of obligations over others or pay some obligations and not others. The rating does not apply to insurers subject only to nonfinancial actions such as market conduct violations.
NR
              
Not Rated, which implies no opinion about the insurer’s financial security.
 

Plus (+) or minus (-) Following ratings from “AA” to “CCC” show relative standing within the major rating categories.

Fitch

Insurer Financial Strength Ratings

A Fitch insurer financial strength rating (“IFS rating”) provides an assessment of the financial strength of an insurance organization, and its capacity to meet senior obligations to policyholders and contractholders on a timely basis. The IFS rating is assigned to the insurance organization itself, and no liabilities or obligations of the insurer are specifically rated unless otherwise stated (for example, Fitch may separately rate the debt obligations of an insurer). The IFS rating can be assigned to insurance and reinsurance companies in all insurance sectors, including the life & health, property & casualty, mortgage, financial guaranty and title insurance sectors, as well as managed care companies such as health maintenance organizations.

The IFS rating uses the same ratings scale and symbols used by Fitch for its international ratings of long-term debt obligations and issuers. However, the definitions associated with the ratings reflect the unique aspects of the IFS rating within an insurance industry context. Ratings in the ‘AA’ through ‘CCC’ categories may be amended with a plus or minus sign to show relative standing within the major rating category. Ratings of ‘BBB-’ and higher are considered to be “Secure”, and those of ‘BB+’ and lower are considered to be “Vulnerable”.

AAA
              
EXCEPTIONALLY STRONG. Companies assigned this highest rating are viewed as possessing exceptionally strong capacity to meet policyholder and contract obligations. For such companies, risk factors are minimal and the impact of any adverse business and economic factors is expected to be extremely small.
AA
              
VERY STRONG. Companies are viewed as possessing very strong capacity to meet policyholder and contract obligations. Risk factors are modest, and the impact of any adverse business and economic factors is expected to be very small.
A
              
STRONG. Companies are viewed as possessing strong capacity to meet policyholder and contract obligations. Risk factors are moderate, and the impact of any adverse business and economic factors is expected to be small.
BBB
              
GOOD. Companies are viewed as possessing good capacity to meet policyholder and contract obligations. Risk factors are somewhat high, and the impact of any adverse business and economic factors is expected to be material, yet manageable.
BB
              
Moderately Weak. Companies are viewed as moderately weak with an uncertain capacity to meet policyholder and contract obligations. Though positive factors are present, overall risk factors are high, and the impact of any adverse business and economic factors is expected to be significant.
B
              
Weak. Companies are viewed as weak with a poor capacity to meet policyholder and contract obligations. Risk factors are very high, and the impact of any adverse business and economic factors is expected to be very significant.
CCC,
CC,
C
              
Very Weak. Companies rated in any of these three categories are viewed as very weak with a very poor capacity to meet policyholder and contract obligations. Risk factors are extremely high, and the impact of any adverse business and economic factors is expected to be insurmountable. A ‘CC’ rating indicates that some form of insolvency or liquidity impairment appears probable. A ‘C’ rating signals that insolvency or a liquidity impairment appears imminent.
 

B-9



DDD,
DD,
D
              
Distressed. These ratings are assigned to companies that have either failed to make payments on their obligations in a timely manner, are deemed to be insolvent, or have been subjected to some form of regulatory intervention. Within the ‘DDD’-‘D’ range, those companies rated ‘DDD’ have the highest prospects for resumption of business operations or, if liquidated or wound down, of having a vast majority of their obligations to policyholders and contractholders ultimately paid off, though on a delayed basis (with recoveries expected in the range of 90-100%). Those rated ‘DD’ show a much lower likelihood of ultimately paying off material amounts of their obligations in a liquidation or wind down scenario (in a range of 50-90%). Those rated ‘D’ are ultimately expected to have very limited liquid assets available to fund obligations, and therefore any ultimate payoffs would be quite modest (at under 50%).
 

Short-Term Insurer Financial Strength Ratings

Fitch will only assign a ST-IFS rating to insurers that also have been assigned an IFS rating. Currently, ST-IFS ratings are used primarily by U.S. life insurance companies that sell short-term funding agreements.

The ST-IFS rating uses the same international ratings scale used by Fitch for short-term debt and issuer ratings. Ratings of ‘F1’, ‘F2’ and ‘F3’ are considered to be “Secure”, while those of ‘B’ and below are viewed as “Vulnerable”.

F1
              
STRONG. Insurers are viewed as having a strong capacity to meet their near-term obligations. When an insurer rated in this rating category is designated with a (+) sign, it is viewed as having a very strong capacity to meet near-term obligations.
F2
              
MODERATELY STRONG. Insurers are viewed as having a moderately strong capacity to meet their near-term obligations.
F3
              
MODERATE. Insurers are viewed as having a moderate capacity to meet their near-term obligations, and a near-term adverse change in business or economic factors would likely move the insurer to a ‘vulnerable’ rating category.
B
              
WEAK. Insurers are viewed as having a weak capacity to meet their near-term obligations.
C
              
VERY WEAK. Insurers are viewed as having a very weak capacity to meet their near-term obligations.
D
              
DISTRESSED. Insurers have either been unable to meet near-term obligations, or the failure to meet such obligations is imminent.
 

DESCRIPTION OF SHORT-TERM MUNICIPAL BOND RATINGS

Moody’s

Moody’s ratings for short-term municipal obligations are designated “Moody’s Investment Grade” (“MIG”) or “Variable Moody’s Investment Grade” (“VMIG”), in the case of variable rate demand obligations (“VRDOs”). For VRDOs, a two-component rating is assigned. The first element represents an evaluation of the degree of risk associated with scheduled principal and interest payments, and the other represents an evaluation of the degree of risk associated with the demand feature. The short-term rating assigned to the demand feature of VRDOs is designated as VMIG. When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1. MIG ratings terminate at the retirement of the obligation while VMIG rating expiration will be a function of each issue’s specific structural or credit features. Those short-term obligations that are of speculative quality are designated SG.

MIG1/VMIG1
              
Superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support or demonstrated broad-based access to the market for refinancing.
MIG2/VMIG2
              
Strong credit quality. Margins of protection are ample although not so large as in the preceding group.
MIG3/VMIG3
              
Acceptable credit quality. Liquidity and cash flow protection may be narrow and marketing access for refinancing is likely to be less well established.
SG
              
Speculative quality. Debt instruments in this category lack margins of protection.
 

S&P

An S&P note rating reflects the liquidity concerns and market access risks unique to notes. Notes due in three years or less will likely receive a note rating. Notes maturing beyond three years will most likely receive a long-term debt rating.

SP-1
              
Strong capacity to pay principal and interest. Those issues determined to possess overwhelming safety characteristics will be given a plus (+) designation.
 

B-10



SP-2
              
Satisfactory capacity to pay principal and interest.
SP-3
              
Speculative capacity to pay principal and interest.
 

DESCRIPTION OF PREFERRED STOCK RATINGS

Moody’s

aaa
              
Top-quality preferred stock. This rating indicates good asset protection and the least risk of dividend impairment within the universe of preferred stocks.
aa
              
High-grade preferred stock. This rating indicates that there is a reasonable assurance the earnings and asset protection will remain relatively well maintained in the foreseeable future.
a
              
Upper-medium grade preferred stock. While risks are judged to be somewhat greater than in the “aaa” and “aa” classifications, earnings and asset protection are, nevertheless, expected to be maintained at adequate levels.
baa
              
Medium-grade preferred stock, neither highly protected nor poorly secured. Earnings and asset protection appear adequate at present but may be questionable over any great length of time.
ba
              
Considered to have speculative elements and its future cannot be considered well assured. Earnings and asset protection may be very moderate and not well safeguarded during adverse periods. Uncertainty of position characterizes preferred stocks in this class.
b
              
Lacks the characteristics of a desirable investment. Assurance of dividend payments and maintenance of other terms of the issue over any long period of time may be small.
caa
              
Likely to be in arrears on dividend payments. This rating designation does not purport to indicate the future status of payments.
ca
              
Speculative in a high degree and is likely to be in arrears on dividends with little likelihood of eventual payments.
c
              
Lowest rated class of preferred or preference stock. Issues so rated can thus be regarded as having extremely poor prospects of ever attaining any real investment standing.
 

Note: Moody’s applies numerical modifiers 1, 2, and 3 in each rating classification; the modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.

Dominion

Preferred Share Rating Scale

Pfd-1
              
Preferred shares rated “Pfd-1” are of superior credit quality, and are supported by entities with strong earnings and balance sheet characteristics. “Pfd-1” generally corresponds with companies whose senior bonds are rated in the “AAA” or “AA” categories. As is the case with all rating categories, the relationship between senior debt ratings and preferred share ratings should be understood as one where the senior debt rating effectively sets a ceiling for the preferred shares issued by the entity. However, there are cases where the preferred share rating could be lower than the normal relationship with the issuer’s senior debt rating.
Pfd-2
              
Preferred shares rated “Pfd-2” are of satisfactory credit quality. Protection of dividends and principal is still substantial, but earnings, the balance sheet, and coverage ratios are not as strong as Pfd-1 rated companies. Generally, “Pfd-2” ratings correspond with companies whose senior bonds are rated in the “A” category.
Pfd-3
              
Preferred shares rated “Pfd-3” are of adequate credit quality. While protection of dividends and principal is still considered acceptable, the issuing entity is more susceptible to adverse changes in financial and economic conditions, and there may be other adversities present which detract from debt protection. “Pfd-3” ratings generally correspond with companies whose senior bonds are rated in the higher end of the “BBB” category.
 

B-11



Pfd-4
              
Preferred shares rated “Pfd-4” are speculative, where the degree of protection afforded to dividends and principal is uncertain, particularly during periods of economic adversity. Companies with preferred shares rated “Pfd-4” generally coincide with entities that have senior bond ratings ranging from the lower end of the “BBB” category through the “BB” category.
Pfd-5
              
Preferred shares rated “Pfd-5” are highly speculative and the ability of the entity to maintain timely dividend and principal payments in the future is highly uncertain. The “Pfd-5” rating generally coincides with companies with senior bond ratings of “B” or lower. Preferred shares rated “Pfd-5” often have characteristics which, if not remedied, may lead to default.
“D”
              
This category indicates preferred shares that are in arrears of paying either dividends or principal.
 

(“high”, “low”) grades are used to indicate the relative standing of a credit within a particular rating category. The lack of one of these designations indicate a rating that is essentially in the middle of the category. In order to alert subscribers to the fact that in a default situation there is a potentially higher risk of loss with a non-cumulative security, Dominion uses the “n” designation. This method essentially alerts subscribers to the potential risk that would arise in a default scenario without penalizing the base rating, where the key focus is to measure credit risk and the likelihood of default. Dominion has chosen to provide the same type of alert for hybrid instruments using the “y” designation.

B-12



APPENDIX C

INVESTMENT TECHNIQUES

The Funds invest in a variety of securities and employ a number of investment techniques. The Portfolios invest in a variety of securities and employ a number of investment techniques. What follows is a list of some of the securities and techniques which may be utilized by the Funds. For a more complete discussion, see the “INVESTMENT STRATEGIES AND POLICIES” section of this Statement of Additional Information.

FUND NAME



   
FUND CODE
JPMorgan Prime Money Market Fund
              
1
JPMorgan 100% U.S. Treasury Securities Money Market Fund
              
2
JPMorgan Tax-Free Money Market Fund
              
3
JPMorgan California Municipal Money Market Fund
              
4
JPMorgan New York Municipal Money Market Fund
              
5
JPMorgan Federal Money Market Fund
              
6
 
Instrument


   
Fund
Code
Asset-Backed Securities: Securities secured by company receivables, home equity loans, truck and auto loans, leases, credit card receivables and other securities backed by other types of receivables or other assets.
              
1
Bankers’ Acceptances: Bills of exchange or time drafts drawn on and accepted by a commercial bank. Maturities are generally six months or less.
              
1, 3-5
Certificates of Deposit: Negotiable instruments with a stated maturity.
              
1, 3-5
Commercial Paper: Secured and unsecured short-term promissory notes issued by corporations and other entities. Maturities generally vary from a few days to nine months.
              
1
Demand Features: Securities that are subject to puts and standby commitments to purchase the securities at a fixed price (usually with accrued interest) within a fixed period of time following demand by a Fund.
              
1, 3-5
 

C-1




Instrument
 
         Fund
Code
 
 
Extendable Commercial Notes: Variable rate notes which normally mature within a short period of time (e.g., one month) but which may be extended by the issuer for a maximum maturity of thirteen months.
              
1, 3-5
Foreign Securities: Commercial paper of foreign issuers and obligations of foreign banks, overseas branches of U.S. banks and supranational entities.
              
1, 3-5
Investment Company Securities: Shares of other money market mutual funds, including JPMorgan money market funds and shares of other money market funds for which JPMorgan Investment Advisors or its affiliates serve as investment adviser or administrator. JPMorgan Investment Advisors will waive certain fees when investing in funds for which it serves as investment adviser, to the extent required by law.
              
1, 3-6
Mortgage-Backed Securities: Debt obligations secured by real estate loans and pools of loans. These include collateralized mortgage obligations (CMOs) and Real Estate Mortgage Investment Conduits (REMICs).
              
1, 3-6
Municipal Securities: Securities issued by a state or political subdivision to obtain funds for various public purposes. Municipal securities include private activity bonds and industrial development bonds, as well as General Obligation Notes, Tax Anticipation Notes, Bond Anticipation Notes, Revenue Anticipation Notes, other short-term tax-exempt obligations, municipal leases, obligations of municipal housing authorities and single family revenue bonds.
              
1, 3-5
Participation Interests: Interests in municipal securities, including municipal leases, from financial institutions such as commercial and investment banks, savings and loan associations and insurance companies. These interests may take the form of participations, beneficial interests in a trust, partnership interests or any other form of indirect ownership that allows the Funds to treat the income from the investment as exempt from federal income tax.
              
3-5
 

C-2




Instrument
 
         Fund
Code

 
 
Repurchase Agreements: The purchase of a security and the simultaneous commitment to return the security to the seller at an agreed upon price on an agreed upon date. This is treated as a loan.
              
1, 3-5
Restricted Securities: Securities not registered under the Securities Act of 1933, such as privately placed commercial paper and Rule 144A securities.
              
1, 3-5
Reverse Repurchase Agreements: The sale of a security and the simultaneous commitment to buy the security back at an agreed upon price on an agreed upon date. This is treated as a borrowing by a Fund.
              
1, 3-6
Securities Lending: The lending of up to 33-1/3% of a Fund’s total assets. In return, the Fund will receive cash, other securities, and/or letters of credit as collateral.
              
2
Short-Term Funding Agreements: Agreements issued by banks and highly rated U.S. insurance companies such as Guaranteed Investment Contracts (GICs) and Bank Investment Contracts (BICs).
              
1, 3-5
Time Deposits: Non-negotiable receipts issued by a bank in exchange for the deposit of funds.
              
1, 3-5
Treasury Receipts: TRs, TIGRs and CATS.
              
1
U.S. Government Agency Securities: Securities issued by agencies and instrumentalities of the U.S. government. These include Ginnie Mae, Fannie Mae and Freddie Mac.
              
1, 3-6
U.S. Treasury Obligations: Bills, notes, bonds, STRIPS and CUBES. The U.S. Treasury Plus Money Market Fund does not buy STRIPS and CUBES.
              
1-6
Variable and Floating Rate Instruments: Obligations with interest rates which are reset daily, weekly, quarterly or some other period and which may be payable to the Fund on demand.
              
1, 3-6
When-Issued Securities and Forward Commitments: Purchase or contract to purchase securities at a fixed price for delivery at a future date.
              
1-6
 

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PART C: OTHER INFORMATION

Item 23.    
  Exhibits

(a)(1)
    
Certificate of trust dated November 12, 2004. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 18, 2005 (Accession Number 0001047469-05-004230).
 
    
 
(a)(2)
    
Declaration of Trust dated November 5, 2004. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 18, 2005 (Accession Number 0001047469-05-004230).
 
    
 
(a)(3)
    
Amendment No. 1 dated February 15, 2005 to the Declaration of Trust dated November 5, 2004. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 18, 2005 (Accession Number 0001047469-05-004230).
 
    
 
(a)(4)
    
Amended Schedule B dated August 11 , 2005 to the Declaration of Trust. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 15 to the Registration Statement on September 29, 2005 (Accession Number 0001047469-05-023624).
 
    
 
(b)
    
By-Laws dated November 5, 2004. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on February 18, 2005 (Accession Number 0001047469-05-004230).
 
    
 
(c)
    
Instrument defining rights of shareholders. Incorporated by reference to Exhibits (a) and (b).
 
    
 
(d)(1)
    
Form of Amended and Restated Investment Advisory Agreement between the Trust and J.P. Morgan Investment Management Inc. (amended as of August 11, 2005). Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 15 to the Registration Statement on September 29, 2005 (Accession Number 0001047469-05-023624).
 
    
 
(d)(2)
    
Form of Amended Schedule A to the Advisory Agreement (amended as of August 11 , 2005). Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 15 to the Registration Statement on September 29, 2005 (Accession Number 0001047469-05-023624).
 
    
 
(e)(1)
    
Distribution Agreement, dated February 19, 2005, between the Trust and JPMorgan Distribution Services, Inc. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 29, 2005.
 
    
 
(e)(2)
    
Form of Amended Schedules B, C, D, and F to Distribution Agreement (amended as of August 11 , 2005). Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 15 to the Registration Statement on September 29, 2005 (Accession Number 0001047469-05-023624).
 
    
 
(f)
    
Not applicable.

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(g)(1)
    
Global Custody and Fund Accounting Agreement, dated February 19, 2005, between JPMorgan Chase Bank, N.A. and the entities named on Annex A. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 29, 2005 (Accession Number 0001047469-05-12430).
 
    
 
(g)(2)
    
Form of Amended Schedule A to the Global Custody and Fund Accounting Agreement (amended as of August 11 , 2005). Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 15 to the Registration Statement on September 29, 2005 (Accession Number 0001047469-05-023624).
 
    
 
(h)(1)(a)
    
Administration Agreement, dated February 19, 2005 between the Trust and JPMorgan Funds Management, Inc. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 29, 2005 (Accession Number 0001047469-05-12430).
 
    
 
(h)(1)(b)
    
Form of Amended Schedule B to the Administration Agreement (amended as of August 11 , 2005). Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 15 to the Registration Statement on September 29, 2005 (Accession Number 0001047469-05-023624).
 
    
 
(h)(2)(a)
    
Transfer Agency Agreement between the Trust and Boston Financial Data Services, Inc. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 29, 2005 (Accession Number 0001047469-05-12430).
 
    
 
(h)(2)(b)
    
Form of Amended Appendix A to the Transfer Agency Agreement (amended as of August 11 , 2005). Incorporated herein by reference to the Registrant's Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 15 to the Registration Statement on September 29, 2005 (Accession Number 0001047469-05-023624).
 
    
 
(h)(3)(a)
    
Shareholder Servicing Agreement, dated February 19, 2005, between the Trust and JPMorgan Distribution Services, Inc. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 29, 2005 (Accession Number 0001047469-05-12430).
 
    
 
(h)(3)(b)
    
Form of Amended Schedule B to the Shareholder Servicing Agreement (amended as of August 11 , 2005). Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 15 to the Registration Statement on September 29, 2005 (Accession Number 0001047469-05-023624).
 
    
 
(h)(4)
    
Securities Lending Agreement, Amended and Restated as of August 11, 2005, between the Registrant and JPMorgan Chase Bank. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 15 to the Registration Statement on September 29, 2005 (Accession Number 0001047469-05-023624).
 
    
 
(h)( 5 )(a)
    
Form of Fee Waiver Agreement. Incorporated by reference to Pre-effective Amendment No. 1 to the Trust’s Registration Statement on Form N-1A as filed with the Commission on February 27, 2003.
 
    
 
(h)( 5 )(b)
    
Form of Fee Waiver Agreement. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on May 17, 2005 (Accession Number 0001047469-05-015040).
 
    
 
(h)( 5 )(c)
    
Form of Fee Waiver Agreement. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 15 to the Registration Statement on September 29, 2005 (Accession Number 0001047469-05-023624).

C-2



(h)( 6 )
    
Indemnification Agreement. Incorporated herein by reference to the Registrant’s Registration Statement filed on February 18, 2005 (Accession Number 0001047469-05-004230).
 
    
 
(i)
    
Opinion and Consent of Counsel. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 15 to the Registration Statement on September 29, 2005 (Accession Number 0001047469-05-023624).
 
    
 
(j)
    
Consent of independent registered public accounting firm. To be filed by amendment.
 
    
 
(k)
    
Not applicable.
 
    
 
(l)
    
Certificate of Sole Shareholder. Incorporated by reference to Pre-Effective Amendment No. 1 to the Trust’s Registration Statement on Form N-1A as filed with the Commission on February 27, 2003.
 
    
 
(m)(1)
    
Combined Amended and Restated Distribution Plan . Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 15 to the Registration Statement on September 29, 2005 (Accession Number 0001047469-05-023624).
 
    
 
(n)(1)
    
Form of Combined Amended and Restated Rule 18f-3 Multi-Class Plan effective February 19, 2005. Incorporated herein by reference to the Registrant’s Registration Statement filed on February 18, 2005 (Accession number 0001047469-05-004230).
 
    
 
(n)(2)
    
Amended Exhibit B to the Multi-Class Plan (amended as of August 11 , 2005). Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 15 to the Registration Statement on September 29, 2005 (Accession Number 0001047469-05-023624).
 
    
 
(o)
    
Reserved.
 
    
 
(p)
    
Codes of Ethics.
 
    
 
(p) (1)
    
Code of Ethics of J.P. Morgan Mutual Fund Series. Incorporated by reference to Exhibit (p)(1) to Post-Effective Amendment No. 5 to the Trust’s Registration Statement on Form N-1A as filed with the Commission on December 15, 2004.
 
    
 
(p) (2)
    
JPMIM Code of Ethics. Incorporated by reference to Exhibit (p)(2) to Post-Effective Amendment No. 5 to the Trust’s Registration Statement on Form N-1A as filed with the Commission on December 15, 2004.
 
    
 
(p) (3)
    
Code of Ethics for One Group Dealer Services, Inc. Incorporated by reference to Exhibit (p)(3) to Post-Effective Amendment No. 5 to the Trust’s Registration Statement on Form N-1A as filed with the Commission on December 15, 2004.
 
    
 
(99)(a)
    
Powers of Attorney. Filed herewith.
 
    
 
(99)(b)
    
Power of Attorney for Stephanie J. Dorsey. Filed herewith.
 
    
 
(99)(c)
    
Power of Attorney for George Gatch. Filed herewith.

C-3



Item 24.    
  Persons Controlled by or Under Common Control with the Registrant

Not applicable.

Item 25.    
  Indemnification

Reference is made to Section 5.3 of Registrant’s Declaration of Trust.

Registrant, its Trustees and officers are insured against certain expenses in connection with the defense of claims, demands, actions, suits, or proceedings, and certain liabilities that might be imposed as a result of such actions, suits or proceedings.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “1933 Act”), may be permitted to directors, trustees, officers and controlling persons of the Registrant and the principal underwriter pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, trustee, officer, or controlling person of the Registrant and the principal underwriter in connection with the successful defense of any action, suite or proceeding) is asserted against the Registrant by such director, trustee, officer or controlling person or principal underwriter in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

Item 26.    
  Business and Other Connections of the Investment Adviser

See “Management of the Trust” in Part B. The business or other connections of each director and officer of J.P. Morgan Investment Management Inc. is currently listed in the investment advisor registration on Form ADV for J.P. Morgan Investment Management Inc. (File No. 801-21011) and is incorporated herein by reference.

Item 27.    
  Principal Underwriter

(2)    Effective February 19, 2005, JPMorgan Distribution Services, Inc. (named One Group Dealer Services, Inc. through February 18, 2005) will become the principal underwriter of the Registrant’s shares. JPMorgan Distribution Services, Inc. is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the National Association of Securities Dealers. JPMorgan Distribution Services, Inc. is located at 1111 Polaris Parkway, Columbus, Ohio 43271. As of the date of this post-effective amendment, One Group Dealer Services, Inc. acts as principal underwriter for the following investment company: One Group Mutual Funds. Effective February 19, 2005, JPMorgan Distribution Services, Inc. will act as the principal underwriter for the following additional investment companies:

J.P. Morgan Fleming Mutual Fund Group, Inc.
J.P. Morgan Fleming Series Trust
J.P. Morgan Mutual Fund Group
J.P. Morgan Mutual Fund Investment Trust
J.P. Morgan Series Trust II
JPMorgan Trust I
JPMorgan Trust II
JPMorgan Value Opportunities Fund Inc.
Undiscovered Managers Funds
JPMorgan Investment Trust

C-4



(2)    The directors and officers of JPMorgan Distribution Services, Inc. are set forth below. The business address of each director or officer is 1111 Polaris Parkway, Columbus, Ohio 43271.

NAME
       POSITIONS AND OFFICES WITH
JPMORGAN DISTRIBUTION
SERVICES, INC.
     POSITIONS WITH REGISTRANT
George C.W. Gatch
         
Director and President
    
President
Robert L. Young
         
Director and Vice President
    
Senior Vice President
Michael R. Machulski
         
Director, Vice President and Treasurer
    
None
James T. Detmer
         
Vice President
    
None
David J. Thorp, Jr.
         
Vice President
    
None
Nancy E. Fields
         
Vice President
    
Assistant Secretary
Christopher J. Mohr
         
Assistant Treasurer
    
None
Frank Drozek
         
Assistant Treasurer
    
None
Scott E. Richter
         
Chief Legal Officer and Secretary
    
None
Janet Squitieri
         
Assistant Secretary
    
 
Jessica K. Ditullio
         
Assistant Secretary
    
Assistant Secretary
 

(c)    Not applicable.

Item 28.    
  Location of Accounts and Records

All accounts, books, records and documents required pursuant to Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder will be maintained at the offices of:

J.P. Morgan Investment Management Inc., the Registrant’s investment adviser, at 522 Fifth Avenue, New York, NY 10036 (records relating to its functions as investment advisor).

J.P. Morgan Fund Distributors, Inc., the Registrant’s distributor (through February 18, 2005), 522 Fifth Avenue, New York, New York 10036 (records relating to its functions as distributor).

JPMorgan Distribution Services, Inc., the Registrant’s distributor (effective February 19, 2005), at 1111 Polaris Parkway, Columbus, Ohio 43240 (records relating to its functions as distributor).

JPMorgan Chase Bank, N.A. at 3 MetroTech Center, Brooklyn, New York 11245 (records relating to its functions as shareholder servicing agent (through February 18, 2005), custodian and administrative services agent (through February 18, 2005)).

JPMorgan Funds Management, Inc., the Registrant’s administrator (effective February 19, 2005), at 1111 Polaris Parkway, Columbus, Ohio 43240 (relating to its functions as administrator).

C-5



DST Systems Inc., the Registrant’s transfer agent (through February 18, 2005), 210 West 10th Street, Kansas City, MO 64105

Boston Financial Data Services, Inc., the Registrant’s transfer agent (effective February 19, 2005), at 2 Heritage Drive, North Quincy, Massachusetts 02171.

Item 29.    
  Management Services

Not applicable.

Item 30.    
  Undertakings

Not applicable.

C-6



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant, JPMorgan Trust I, has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York, and State of New York on the 30 th day of September , 2005.

JPMORGAN TRUST I

By:    /s/    GEORGE C.W. GATCH *
George C.W. Gatch
President




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 September 30 , 2005.

FERGUS REID, III*
Fergus Reid, III
Trustee and Chairman
              
MARILYN MCCOY*
Marilyn McCoy
Trustee
 
              
 
WILLIAM J. ARMSTRONG*
William J. Armstrong
Trustee
              
WILLIAM G. MORTON*
William G. Morton
Trustee
 
              
 
ROLAND R. EPPLEY, JR.*
Roland R. Eppley, Jr.
Trustee
              
ROBERT A. ODEN, JR.*
Robert A. Oden, Jr.
Trustee
 
              
 
JOHN F. FINN*
John F. Finn
Trustee
              
FREDERICK W. RUEBECK*
Frederick W. Ruebeck.
Trustee
 
              
 
MATTHEW GOLDSTEIN*
Matthew Goldstein
Trustee
              
JAMES J. SCHONBACHLER*
James J. Schonbachler
Trustee
 
              
 
ROBERT J. HIGGINS*
Robert J. Higgins
Trustee
              
LEONARD M. SPALDING, JR*
Leonard M. Spalding, Jr.
Trustee
 
              
 
PETER C. MARSHALL*
Peter C. Marshall
Trustee
              
 
 
              
 
By   /s/ STEPHANIE J. DORSEY *
Stephanie J. Dorsey
Treasurer
              
By   /s/ GEORGE C. W. GATCH *
George C. W. Gatch
President
 
              
 
*By   /s/ ELIZABETH A. DAVIN
Elizabeth A. Davin
Attorney-in-fact
              
 

C-7