As filed with the Securities and Exchange Commission on June 28, 2006

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. 40	[X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	[X]
Amendment No. 41 (Check appropriate box or boxes)	[X]

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

245 Park Avenue
New York, New York, 10167
(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:
Jessica K. Ditullio, 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)	[X]	on ( July 1, 2006 ) pursuant to paragraph (b).
[  ]	60 days after filing pursuant to paragraph (a)(1)	[  ]	on (date) pursuant to paragraph (a)(1).
[  ]	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.

P R O S P E C T U S J U L Y 1, 2 0 0 6

JPMorgan

Tax Free

Funds

Class A, Class B & Class C Shares

JPMorgan California Tax Free Bond Fund (Class A and Class C)
JPMorgan Intermediate Tax Free Bond Fund
JPMorgan New York Tax Free Bond 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

Fund Summaries: Investments, Risk & Performance	1
JPMorgan California Tax Free Bond Fund	1
JPMorgan Intermediate Tax Free Bond Fund	7
JPMorgan New York Tax Free Bond Fund	1 3
The Funds’ Management and Administration	19
Additional Compensation to Financial Intermediaries	20
How to Do Business with the Funds	21
Purchasing Fund Shares	21
Sales Charges	2 6
Rule 12b-1 Fees	3 2
Networking and Sub-Transfer Agency Fees	3 2
Exchanging Fund Shares	3 2
Redeeming Fund Shares	3 3
Shareholder Information	3 7
Distributions and Taxes	3 7
Shareholder Statements and Reports	3 8
Availability of Proxy Voting Record	39
Portfolio Holdings Disclosure	39
Investments	40
Risk and Reward Elements	4 2
Legal Proceedings Relating to Banc One
Investment Advisors Corporation and
Certain of its Affiliates	47
Financial Highlights	48
Appendix A—Legal Proceedings and
Additional Fee and Expense Information	54
How To Reach Us	Back cover

 

FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

JPMorgan
    California Tax Free Bond Fund
    (formerly JPMorgan California Bond Fund)

Risk/Return Summary

For a more detailed discussion of the Fund’s investments and main risks, as well as Fund strategies, please see pages 40–46 .

The Fund’s Objective

The Fund seeks to provide high after-tax total return for California residents consistent with moderate risk of capital.

The Fund’s Main Investment Strategy

As a fundamental policy, the Fund normally invests at least 80% of the value of its Assets in municipal securities, the income from which is exempt from federal and state personal income taxes for California residents and not subject to the federal alternative minimum tax on individuals. “Assets” means net assets, plus the amount of borrowings for investment purposes. The Fund seeks investments that also provide high current income. Municipal securities in which the Fund can invest include those issued by the State of California, its political subdivisions, as well as Puerto Rico, other U.S. territories and their political subdivisions. Because the Fund’s objective is high after-tax total return rather than high tax-exempt income, the Fund may invest to a limited extent in securities of other states or territories. To the extent that the Fund invests in municipal securities of other states, the income from such securities would be free from federal personal income taxes for California residents but would be subject to California taxes. For non-California residents, the income from California municipal securities may also be subject to state and local taxes in their jurisdiction of residence .

Derivatives, which are investments that have a value based on another investment, exchange rate or index, may also be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives to help manage duration, sector and yield curve exposure and credit and spread volatility. The Fund may use derivatives to hedge various investments and for risk management.

Under normal circumstances, the Fund reserves the right to invest up to 20% of its Assets in securities that pay interest subject to federal income tax, the federal alternative minimum tax on individuals or California personal income taxes. To temporarily defend the value of its assets during unusual market conditions, the Fund may exceed this limit.

The Fund’s securities may be of any maturity, but under normal circumstances the Fund’s duration will generally range between three and seven years, similar to that of the Lehman California Competitive Intermediate Bond Index (1–17) (also known as the Lehman 1–17 Year California Municipal Bond Index) .

At least 90% of the Fund’s total assets must be invested in securities that, at the time of purchase, are rated investment-grade by Moody’s Investors Service, Inc. (Moody’s), Standard & Poor’s Corporation (S&P) or Fitch Ratings (Fitch). The Fund also may invest in unrated securities of comparable quality. No more than 10% of total assets may be invested in securities rated B or BB.

There may be times when there are not enough municipal securities available to meet the Fund’s needs. On these occasions, the Fund may invest in securities that may be subject to federal income tax.

The Fund may invest in debt securities issued by governmental entities, certain issuers identified with the U.S. government and private issuers.

The Fund may also invest in high-quality, short-term money market instruments and repurchase agreements.

The Fund may invest in shares of exchange-traded funds (ETFs), affiliated money market funds and other investment companies. An ETF is a registered investment company that seeks to track the perfor mance of a particular market index. These indexes include not only broad-market indexes but more specific indexes as well, including those relating to particular sectors, markets, regions or industries.

The Fund’s Board of Trustees may change any of its non-fundamental investment policies

JPMORGAN TAX FREE FUNDS

1

JPMorgan
    California Tax Free Bond Fund

CONTINUED

(including its investment objective) without shareholder approval.

The Fund is non-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.

FREQUENCY OF TRADING

How frequently the Fund buys and sells securities will vary from year to year, depending on market conditions.

Investment Process

In managing the Fund, the adviser, JPMIM, seeks to develop an appropriate portfolio by comparing, among other factors, credit quality, yields and call provisions of different municipal issuers, and examining structural changes along the yield curve in an attempt to maximize investment returns while minimizing risk.
    

Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money if you sell when the Fund’s share price is lower than when you invested.

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.

The Fund may not achieve its objective if the adviser’s expectations regarding particular securities or markets are not met.

The principal value of fixed income investments tends to fall when prevailing interest rates rise.

The Fund’s share price and total return will vary in response to changes in interest rates. How the Fund’s performance compares to that of similar funds will depend on the success of the investment process. Because the Fund primarily invests in issuers in the State of California, its performance will be affected by the fiscal and economic health of that state and its municipalities.

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

Since the Fund is non-diversified, it may invest a greater percentage of its assets in a particular issuer or group of issuers than a diversified fund would. This increased concentration in fewer issuers may result in the Fund’s shares being more sensitive to the economic results of those issuing the securities. In addition, more than 25% of the Fund’s total assets may be invested in securities that rely on similar projects for their income stream. As a result, the Fund could be more susceptible to developments that affect those projects.

Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. This could decrease the Fund’s income or hurt its ability to preserve capital and liquidity.

Under some circumstances, municipal obligations might not pay interest unless the state or municipal legislature 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.

Indebtedness of certain issuers identified with the U.S. government whose securities may be held by the Fund, including the well-known Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), is not entitled to the full faith and credit of the United States and is thus subject to the risk of default in the payment of interest and/or principal like the indebtedness of private issuers.

The Fund may invest in municipal obligations backed by foreign institutions. This could carry more risk than securities backed by U.S. institutions because of political and economic instability, the imposition of government controls or regulations that do not match U.S. standards.

JPMORGAN TAX FREE FUNDS

2

P R O S P E C T U S    JULY 1

2006

To the extent that the Fund seeks higher returns by investing in non-investment-grade bonds, often called junk bonds, it takes on additional risks, since these bonds are more sensitive to economic news and their issuers have a less secure financial position.

To the extent the Fund invests in money market instruments, it will bear its ratable share of the expenses of the money market fund which would result in duplicative expenses.

If the Fund invests in shares of another investment company, shareholders would bear not only their proportionate share of the Fund’s expenses, but also similar expenses of the investment company. The price movement of an investment company that is an ETF may not track the underlying index and may result in a loss.

Zero-coupon securities are more sensitive to changes in interest rates than ordinary interest-paying securities. As a result, they may be more volatile than other types of investments.

Forward commitments and repurchase agreements involve some risk to the Fund if the other party does not meet its obligation under the agreement.

The Fund may use derivatives in connection with its investment strategies. Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investments and could result in losses that significantly exceed the Fund’s original investment. The use of derivatives for hedging purposes may not be successful, resulting in losses to the Fund, and the cost of hedging may reduce the Fund’s returns.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

•  want to add an income investment to further diversify a portfolio

•  want an investment whose risk/return potential is higher than that of money market funds but generally less than that of stock funds

•  want an investment that pays monthly dividends

•  want an income that is exempt from federal, state, and local (if applicable) personal income taxes in California

The Fund is not designed for investors who:

•  are investing for aggressive long-term growth

•  require stability of principal

•  are investing through a tax-deferred account such as an IRA

JPMORGAN TAX FREE FUNDS

3

JPMorgan
    California Tax Free Bond Fund

CONTINUED

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s Class A shares.* The bar chart shows how the performance of the Fund’s Class A Shares has varied from year to year over the past nine 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 year, five years and life of the Fund. It compares that performance to the Lehman California Competitive Intermediate Bond (1–17 Year) Index , a broad-based securities market index, the Lipper California Intermediate Municipal Funds Index, a broad-based index , and the Lipper California Municipal Debt Funds Index, a broad-based index .

The performance figures in the bar chart do not reflect any deduction for the front-end sales load, which is assessed on Class A Shares. If the load were reflected, the performance figures would have been lower. The performance figures in the table for Class A Shares reflect the deduction of the maximum front-end sales load and the performance for Class C Shares reflects the deduction of the applicable contingent deferred sales load.

Past performance (before and after taxes) 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 3rd quarter, 2002	4.45	%
WORST QUARTER 2nd quarter, 2004	–2.03	%

 

The Fund’s year-to-date total return through 3/31/06 was 0.07 %.

* Class A Shares were launched on 9/10/01 . T he performance in the bar chart prior to 1/1/02 is based on the performance of Select Class Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not offered in this prospectus. The Fund commenced operations as of 12/23/96. During these periods, the actual returns of Class A Shares would have been lower than shown because Class A Shares have higher expenses than Select Class Shares.

1 The Fund’s fiscal year end is the last day of February.

JPMORGAN TAX FREE FUNDS

4

P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5 *^,1

	PAST 1 YEAR			PAST 5 YEARS		LIFE OF FUND
CLASS A SHARES 2
Return Before Taxes		(3 .04	)		3 . 06		4.1 7
Return After Taxes on Distributions		(3 .09	)		2 . 82		4. 02
Return After Taxes on Distributions and Sale of Fund Shares		(0. 8 0	)		3 . 04		4. 06
CLASS C SHARES 3
Return Before Taxes		(0 . 11	)		3 . 8 7		4 . 63
LEHMAN CALIFORNIA COMPETITIVE INTERMEDIATE BOND (1–17 YEAR ) INDEXˆ (Reflects No Deduction for Fees, Expenses or Taxes)		2 . 46			4 . 89		5. 35
LIPPER CALIFORNIA INTERMEDIATE MUNICIPAL FUNDS INDEX 4, ˆ (Reflects No Deduction for Taxes)		1.70			4.09		4.61
LIPPER CALIFORNIA MUNICIPAL DEBT FUNDS INDEXˆ (Reflects No Deduction for Taxes)		4.10			5.02		5.38

 

* The performance in the table for the period before the Class A Shares were launched on 9/10/01 is based on the performance of Select Class Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not offered in this prospectus. The Fund commenced operations as of 12/23/96. During these periods, the actual returns of Class A Shares would have been lower than shown because Class A Shares have higher expenses than Select Class Shares.

1 The Fund commenced operations on 12/23/96. Performance for the benchmark is from 12/31/96.

2 Effective August 1, 2006, the Sales Charge applicable to Class A Shares was changed from 4.50% to 3.75%. The performance information was calculated using 4.50%, the sales charge in effect as of December 31, 2005.

3 The performance for the Class C Shares for the period before 2/19/05 is based on the performance of Class A Shares of the Fund. During these periods, the actual returns of Class C Shares would have been lower than shown because Class C Shares have a higher expense ratio than Class A Shares.

4 The Lipper index for the Fund has changed from the Lipper California Municipal Debt Funds Index to the Lipper California Intermediate Municipal Funds Index to provide better comparability between the Fund and other intermediate funds.

ˆ Investors cannot invest directly in an index.

The after-tax returns are shown only for the Class A Shares and not the other class offered by this prospectus, and after-tax returns for that other class will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

Investor Expenses for Class A and Class C Shares

The expenses of the Class A Shares and the Class C Shares before and after reimbursement are shown below. The tables below do not reflect charges or credits which you might incur if you invest through a Financial Intermediary.
    

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

	CLASS A SHARES		CLASS C SHARES
Maximum Sales Charge (Load) When You Buy Shares prior to August 1, 2006 , Shown as % of the Offering Price*		4.50		NONE
Maximum Sales Charge (Load) When You Buy Shares on or after August 1, 2006, Shown as % of the Offering Price *		3.75		NONE
Maximum Deferred Sales Charge (Load) Shown as % of Lower of Original Purchase Price or Redemption Proceeds		NONE**		1.00

 

* The offering price is the net asset value of the shares purchased plus any sales charge. You may be able to reduce or eliminate your initial sales charge. See “How to Do Business with the Funds.”

** Except for purchases of $1 million or more. Please see “Sales Charges — Class A Shares.”

JPMORGAN TAX FREE FUNDS

5

JPMorgan
    California Tax Free Bond Fund

CONTINUED

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM CLASS A AND CLASS C ASSETS)

	CLASS A SHARES			CLASS C SHARES
Management Fees		0.30			0.30
Distribution (Rule 12b-1) Fees		0.25			0.75
Shareholder Service Fees		0.25			0.25
Other Expenses1		0.2 9			0.2 9
Total Annual Operating Expenses		1.0 9			1.5 9
Fee Waivers and Expense Reimbursements2		(0.4 9	)		(0.4 9	)
Net Expenses2		0.60			1.10

 

1 “Other Expenses” are based on expenses incurred in the most recent fiscal period.

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 that total annual operating expenses of the Class A and Class C Shares (excluding interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.60% and 1.10%, respectively, of its average daily net assets through 6/30/07 . 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 Class A 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 6/30/07 , and total annual operating expenses thereafter.

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

IF YOU SELL YOUR SHARES YOUR COST WOULD BE:

	1 YEAR		3 YEARS		5 YEARS		10 YEARS
Class A Shares *		509		7 3 4		97 8		1,6 77
Class A Shares **		434		662		908		1,611
Class C Shares ** *		212		4 5 4		8 19		1, 848

 
    

IF YOU DO NOT SELL YOUR SHARES YOUR COST WOULD BE:

Class C Shares 112 4 5 4 8 19 1, 848

 

* Assumes sales charge is deducted when shares are purchased. Reflects a 4.50% sales charge applicable to purchases prior to August 1, 2006.

** Reflects a 3.75% sales charge applicable to purchases on or after August 1, 2006.

* ** Assumes applicable deferred sales charge is deducted when shares are sold.

JPMORGAN TAX FREE FUNDS

6

FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

JPMorgan
    Intermediate Tax Free Bond Fund
    (formerly JPMorgan Intermediate Tax Free Income Fund)

Risk/Return Summary

For a more detailed discussion of the Fund’s investments and main risks, as well as Fund strategies, please see pages 40–46 .

The Fund’s Objective

The Fund seeks to provide monthly dividends, which are excluded from gross income, and to protect the value of your investment by investing primarily in municipal obligations. For purposes of the Fund’s investment objective, “gross income” means gross income for federal tax purposes.

The Fund’s Main Investment Strategy

As a fundamental policy, the Fund normally invests at least 80% of the value of its Assets in municipal obligations whose interest payments are excluded from gross income for federal income tax purposes and not subject to the federal alternative minimum tax on individuals. “Assets” means net assets, plus the amount of borrowings for investment purposes.

Derivatives, which are investments that have a value based on another investment, exchange rate or index, may also be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives to help manage duration, sector and yield curve exposure and credit and spread volatility. The Fund may use derivatives to hedge various investments, for risk management and to increase the Fund’s income or gain.

The Fund invests in securities that are rated as investment-grade by Moody’s, S&P or Fitch. It may also invest in unrated securities of comparable quality.

The Fund may invest in debt securities issued by governmental entities, certain issuers identified with the U.S. government and private issuers.

The Fund may also invest in high-quality, short-term money market instruments and repurchase agreements.

The Fund may also invest in zero-coupon securities and forward commitments.

The average dollar weighted maturity of the Fund’s portfolio will be between three and ten years.

Under normal circumstances, the Fund reserves the right to invest up to 20% of its Assets in securities that pay interest subject to federal income tax or the federal alternative minimum tax on individuals. To temporarily defend the value of its assets, the Fund may exceed this limit.

There may be times when there are not enough municipal obligations available to meet the Fund’s needs. On these occasions, the Fund may invest in repurchase agreements or U.S. Treasury securities that may be subject to federal income tax.

The Fund may invest in shares of exchange-traded funds (ETFs), affiliated money market funds and other investment companies. An ETF is a registered investment company that seeks to track the perfor mance of a particular market index. These indexes include not only broad-market indexes but more specific indexes as well, including those relating to particular sectors, markets, regions or industries.

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 non-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.

FREQUENCY OF TRADING

How frequently the Fund buys and sells securities will vary from year to year, depending on market conditions.

JPMORGAN TAX FREE FUNDS

7

JPMorgan
    Intermediate Tax Free Bond Fund

CONTINUED

Investment Process

In managing the Fund, the adviser, JPMIM, seeks to develop an appropriate portfolio by comparing, among other factors, credit quality, yields and call provisions of different municipal issuers, and examining structural changes along the yield curve in an attempt to maximize investment returns while minimizing risk.
    

Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money if you sell when the Fund’s share price is lower than when you invested.

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. The Fund may not achieve its objective if the adviser’s expectations regarding particular securities or markets are not met.

The principal value of fixed income investments tends to fall when prevailing interest rates rise.

A municipality that gets into financial trouble could find it difficult to make interest and principal payments, which would hurt the Fund’s returns and its ability to preserve capital and liquidity.

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. Under some circumstances, municipal lease obligations might not pay interest unless the state or municipal legislature authorizes money for that purpose.

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

Since some municipal obligations may be secured or guaranteed by banks and other institutions, the risk to the Fund could increase if the banking or financial sector suffers an economic downturn.

The Fund may invest in municipal obligations backed by foreign institutions. This could carry more risk than securities backed by U.S. institutions, because of political or economic instability, the imposition of government controls or regulations that do not match U.S. standards.

Indebtedness of certain issuers identified with the U.S. government whose securities may be held by the Fund, including the well-known Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), is not entitled to the full faith and credit of the United States and is thus subject to the risk of default in the payment of interest and/or principal like the indebtedness of private issuers.

If the Fund invests in shares of another investment company, shareholders would bear not only their proportionate share of the Fund’s expenses, but also similar expenses of the investment company. The price movement of an investment company that is an ETF may not track the underlying index and may result in a loss.

Zero-coupon securities are more sensitive to changes in interest rates than ordinary interest-paying securities. As a result, they may be more volatile than other types of investments.

Forward commitments and repurchase agreements involve some risk to the Fund if the other party does not meet its obligation under the agreement.

The Fund may use derivatives in connection with its investment strategies. Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investments and could result in losses that significantly exceed the Fund’s original investment. The use of derivatives for hedging purposes may not be successful, resulting in losses to the Fund, and the cost of hedging may reduce the Fund’s returns. In addition, the Fund may use derivatives for non-hedging purposes which increases the Fund’s potential for loss.

Since the Fund is non-diversified, it may invest a greater percentage of its assets in a particular issuer or group of issuers than a diversified fund would. This increased concentration in fewer issuers

JPMORGAN TAX FREE FUNDS

8

P R O S P E C T U S    JULY 1

2006

may result in the Fund’s shares being more sensitive to the economic results of those issuing the securities. In addition, more than 25% of the Fund’s total assets may be invested in securities that rely on similar projects for their income stream. As a result, the Fund could be more susceptible to developments that affect those projects.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

•  want to add an income investment to further diversify a portfolio

•  want an investment whose risk/return potential is higher than that of money market funds, but generally less than that of stock funds

•  want an investment that pays monthly dividends

•  want an income that is exempt from federal personal income taxes

The Fund is not designed for investors who:

•  are investing for aggressive long-term growth

•  require stability of principal

•  are investing through a tax-deferred account such as an IRA

JPMORGAN TAX FREE FUNDS

9

JPMorgan
    Intermediate Tax Free Bond 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 A 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. It compares that performance to the Lehman Competitive Intermediate (1–17 Year) Maturities Index, a broad-based securities market index, and the Lipper Intermediate Municipal Debt Funds Index, a broad-based index.

The performance figures in the bar chart do not reflect any deduction for the front-end sales load, which is assessed on Class A Shares. If the load were reflected, the performance figures would have been lower. The performance figures in the table for the Class A Shares reflect the deduction of the maximum front-end sales load and the 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 Class A Shares after eight years.

Past performance (before and after taxes) 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 3rd quarter, 2002	4 . 13	%
WORST QUARTER 2nd quarter, 2004	–2.22	%

 

The Fund’s year-to-date total return through 3/31/06 was –0.13 %.

* Class A Shares were launched on 12/31/03 . T he performance in the bar chart prior to 1/1/04 is based on the performance of Select Class Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not offered in this prospectus. During these periods the actual returns of Class A Shares would have been lower than those shown because Class A Shares have higher expenses than Select Class Shares. The performance for the period before Select Class Shares were launched on 1/1/97 is based on the performance of the Fund’s predecessor, which was a common trust fund. The historical performance of shares of the predecessor common trust fund has been adjusted to reflect the Fund’s Select Class Shares expense levels (absent reimbursements) that were in place at the time the Fund received the common trust fund assets.

1 The Fund’s fiscal year end is the last day of February .

JPMORGAN TAX FREE FUNDS

10

P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5 *

	PAST 1 YEAR			PAST 5 YEARS		PAST 10 YEARS
CLASS A SHARES 1
Return Before Taxes		( 3 .1 3	)		3 . 63		4 . 44
Return After Taxes On Distribution		( 3 .1 8	)		3 . 52		4.29
Return After Taxes on Distributions and Sale of Fund Shares		( 0.7 8	)		3 .6 1		4.35
CLASS B SHARES
Return Before Taxes		( 4 . 23	)		3 . 66		4 .6 3
CLASS C SHARES
Return Before Taxes		( 0. 2 7	)		3 . 98		4 . 62
LEHMAN COMPETITIVE INTERMEDIATE (1–17 YEAR) MATURITIES INDEXˆ
(Reflects No Deduction for Fees, Expenses or Taxes)		2.20			5 . 00		5 . 29
LIPPER INTERMEDIATE MUNICIPAL DEBT FUNDS INDEXˆ
(Reflects No Deduction for Taxes)		2. 01			4 . 45		4 .6 2

 

* The performance in the table for the period before the Class A Shares were launched on 12/31/03 is based on the performance of Select Class Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not offered in this prospectus. During these periods the actual returns of Class A Shares would have been lower than those shown because Class A Shares have higher expenses than Select Class Shares. The performance for the period before Select Class Shares were launched on 1/1/97 is based on the perfor mance of the Fund’s predecessor, which was a common trust fund. The historical performance of shares of the predecessor common trust fund has been adjusted to reflect the Fund’s Select Class Shares expense lev els (absent reimbursements) that were in place at the time the Fund received the common trust fund assets.

1 Effective August 1, 2006, the Sales Charge applicable to Class A Shares was changed from 4.50% to 3.75%. The performance informa tion was calculated using 4.50%, the sales charge in effect as of December 31, 2005.

ˆ Investors cannot invest directly in an index.

After-tax returns are shown for only the Class A Shares, and not other classes offered by this prospectus, and after-tax returns for these other classes will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

Investor Expenses for Class A, Class B and Class C Shares

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

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

	CLASS A SHARES		CLASS B SHARES		CLASS C SHARES
Maximum Sales Charge (Load) When You Buy Shares prior to August 1, 2006 , Shown as % of the Offering Price*		4.50		NONE		NONE
Maximum Sales Charge (Load) When You Buy Shares on or after August 1, 2006, Shown as % of the Offering Price *		3.75		NONE		NONE
Maximum Deferred Sales Charge (Load) Shown as % of Lower of Original Purchase Price or Redemption Proceeds		NONE**		5.00		1.00

 

* The offering price is the net asset value of the shares purchased plus any sales charge. You may be able to reduce or eliminate your initial sales charge. See “How to Do Business with the Funds.”

** Except for purchases of $1 million or more. Please see “Sales Charges — Class A Shares.”

JPMORGAN TAX FREE FUNDS

11

JPMorgan
    Intermediate Tax Free Bond Fund

CONTINUED

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

	CLASS A SHARES			CLASS B SHARES			CLASS C SHARES
Management Fees		0.30			0.30			0.30
Distribution (Rule 12b-1) Fees		0.25			0.75			0.75
Shareholder Service Fees		0.25			0.25			0.25
Other Expenses1		0.1 4			0.1 4			0.14
Total Annual Operating Expenses		0.9 4			1.4 4			1.44
Fee Waivers and Expense Reimbursements2		(0.1 9	)		(0.01	)		(0.01	)
Net Expenses2		0.75			1.43			1.43

 

1 “Other Expenses” are based on expenses incurred in the most recent fiscal period .

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 that total annual operating expenses of the Class A, Class B and Class C Shares (excluding interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.75%, 1.43% and 1.43%, respectively, of their average daily net assets through 6/30/07 . 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 Class A, 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 6/30/07 , and total annual operating expenses thereafter.

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

IF YOU SELL YOUR SHARES YOUR COST WOULD BE:

	1 YEAR		3 YEARS		5 YEARS		10 YEARS
Class A Shares* ($)		523		71 8		92 9		1,5 3 6
Class A Shares** ($)		449		645		858		1,470
Class B Shares** * ($)		646		75 5		986		1,5 88	*** *
Class C Shares** * ($)		246		455		786		1,723

 
    

IF YOU DO NOT SELL YOUR SHARES YOUR COST WOULD BE:

	1 YEAR		3 YEARS		5 YEARS		10 YEARS
Class B Shares ($)		146		45 5		78 6		1,5 88	** * *
Class C Shares ($)		146		455		786		1,723

 

* Assumes sales charge is deducted when shares are purchased. Reflects a 4.50% sales charge applicable to purchases prior to August 1, 2006.

** Reflects a 3.75% sales charge applicable to purchases on or after August 1, 2006.

** * Assumes applicable deferred sales charge is deducted when shares are sold.

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

JPMORGAN TAX FREE FUNDS

12

FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

JPMorgan
    New York Tax Free Bond Fund
    (formerly JPMorgan New York Intermediate Tax Free Income Fund)

Risk/Return Summary

For a more detailed discussion of the Fund’s investments and main risks, as well as Fund strategies, please see pages 40–46 .

The Fund’s Objective

The Fund seeks to provide monthly dividends that are excluded from gross income for federal income tax purposes and are exempt from New York State and New York City personal income taxes. It also seeks to protect the value of your investment.

The Fund’s Main Investment Strategy

As a fundamental policy, the Fund normally invests at least 80% of the value of its Assets in municipal obligations whose interest payments are excluded from gross income for federal income tax purposes and exempt from New York State and New York City personal income taxes, and not subject to the federal alternative minimum tax on individuals. “Assets” means net assets, plus the amount of borrowings for investment purposes.

The Fund may invest in municipal obligations issued by the State of New York, its political subdivisions, as well as Puerto Rico, other U.S. territories and their political subdivisions.

Derivatives, which are investments that have a value based on another investment, exchange rate or index, may also be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives to help manage duration, sector and yield curve exposure and credit and spread volatility. The Fund may use derivatives to hedge various investments, for risk management and to increase the Fund’s income or gain.

The Fund invests in securities that are rated as investment grade by Moody’s, S&P or Fitch. It may also invest in unrated securities of comparable quality.

The Fund may invest in debt securities issued by governmental entities, certain issuers identified with the U.S. government and private issuers.

The Fund may also invest in high-quality, short-term money market instruments and repurchase agreements.

The Fund may also invest in zero-coupon securities and forward commitments.

The average dollar weighted maturity of the Fund’s portfolio will be between three and ten years.

Under normal circumstances, the Fund reserves the right to invest up to 20% of its Assets in securities that pay interest subject to federal income tax, the federal alternative minimum tax on individuals or New York State and New York City personal income taxes. To temporarily defend the value of its assets, the Fund may exceed this limit.

There may be times when there are not enough municipal obligations available to meet the Fund’s needs. On these occasions, the Fund may invest in repurchase agreements or U.S. Treasury securities that may be subject to federal income tax.

The Fund may invest in shares of exchange-traded funds (ETFs), affiliated money market funds and other investment companies. An ETF is a registered investment company that seeks to track the perfor mance of a particular market index. These indexes include not only broad-market indexes but more specific indexes as well, including those relating to particular sectors, markets, regions or industries.

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 non-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.

JPMORGAN TAX FREE FUNDS

13

JPMorgan
    New York Tax Free Bond Fund

CONTINUED

FREQUENCY OF TRADING

How frequently the Fund buys and sells securities will vary from year to year, depending on market conditions.

Investment Process

In managing the Fund, the adviser, JPMIM, seeks to develop an appropriate portfolio by comparing, among other factors, credit quality, yields and call provisions of different municipal issuers, and examining structural changes along the yield curve in an attempt to maximize investment returns while minimizing risk.
    

Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money if you sell when the Fund’s share price is lower than when you invested.

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.

The Fund may not achieve its objective if the adviser’s expectations regarding particular securities or markets are not met.

The principal value of fixed income investments tends to fall when prevailing interest rates rise.

The Fund invests primarily in New York State and its municipalities and public authorities. If the state, or any of the local government bodies, gets into financial trouble, it could have trouble paying interest and principal. This would hurt the Fund’s returns and its ability to preserve capital and liquidity.

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. Under some circumstances, municipal lease obligations might not pay interest unless the state or municipal legislature authorizes money for that purpose.

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

Since some municipal obligations may be secured or guaranteed by banks and other institutions, the risk to the Fund could increase if the banking or financial sector suffers an economic downturn.

The Fund may invest in municipal obligations backed by foreign institutions. This could carry more risk than securities backed by U.S. institutions because of political or economic instability, the imposition of government controls or regulations that do not match U.S. standards.

Indebtedness of certain issuers identified with the U.S. government whose securities may be held by the Fund, including the well-known Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), is not entitled to the full faith and credit of the United States and is thus subject to the risk of default in the payment of interest and/or principal like the indebtedness of private issuers.

If the Fund invests in shares of another investment company, shareholders would bear not only their proportionate share of the Fund’s expenses, but also similar expenses of the investment company. The price movement of an investment company that is an ETF may not track the underlying index and may result in a loss.

Zero-coupon securities are more sensitive to changes in interest rates than ordinary interest-paying securities. As a result, they may be more volatile than other types of investments.

Forward commitments and repurchase agreements involve some risk to the Fund if the other party does not meet its obligation under the agreement.

The Fund may use derivatives in connection with its investment strategies. Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investments and could result in losses that significantly exceed the Fund’s original investment. The use of derivatives for hedging purposes may not be successful,

JPMORGAN TAX FREE FUNDS

14

P R O S P E C T U S    JULY 1

2006

resulting in losses to the Fund, and the cost of hedging may reduce the Fund’s returns. In addition, the Fund may use derivatives for non-hedging purposes which increases the Fund’s potential for loss.

Since the Fund is non-diversified, it may invest a greater percentage of its assets in a particular issuer or group of issuers than a diversified fund would. This increased concentration in fewer issuers may result in the Fund’s shares being more sensitive to the economic results of those issuing the securities. In addition, more than 25% of the Fund’s total assets may be invested in securities that rely on similar projects for their income stream. As a result, the Fund could be more susceptible to developments that affect those projects.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

•  want to add an income investment to further diversify a portfolio

•  want an investment whose risk/return potential is higher than that of money market funds but generally less than that of stock funds

•  want an investment that pays monthly dividends

•  want an income that is exempt from federal, state, and local (if applicable) personal income taxes in New York

The Fund is not designed for investors who:

•  are investing for aggressive long-term growth

•  require stability of principal

•  are investing through a tax-deferred account such as an IRA

JPMORGAN TAX FREE FUNDS

15

JPMorgan
    New York Tax Free Bond 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 A 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. It compares that performance to the Lehman Brothers N ew Y ork Competitive Intermediate (1–17 Year) Maturities Index, a broad-based securities market index, the Lipper Intermediate Municipal Funds Index, a broad-based index , and the Lipper New York Intermediate Municipal Debt Funds Average, a broad-based index .

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

Past performance (before and after taxes) 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, 20 00	4 . 1 2	%
WORST QUARTER 2nd quarter, 2004	–2.31	%

 

The Fund’s year-to-date total return through 3/31/06 was –0.27 %.

* Class A Shares were launched on 2/16/01 . T he performance in the bar chart prior to 1/1/02 is based on the performance of Select Class Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. During these periods, the actual returns of Class A Shares would have been lower than shown because Class A Shares have higher expenses than Select Class Shares. The performance of the Fund prior to 1/1/97 is based on the historical performance of the Fund’s predecessor, which was a common trust fund. The historical performance of shares of the predecessor fund has been adjusted to reflect the Fund’s expense levels (absent reimbursements) that were in place at the time the Fund received the common trust fund assets.

1 The Fund’s fiscal year end is the last day of February .

JPMORGAN TAX FREE FUNDS

16

P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%)
SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5 *

	PAST 1 YEAR			PAST 5 YEARS		PAST 10 YEARS
CLASS A SHARES 1
Return Before Taxes		( 3 . 53	)		3 . 06		4 . 14
Return After Taxes on Distributions		( 3 .54	)		2 . 93		N/A 2
Return After Taxes on Distributions and Sale of Fund Shares		( 1 .1 8	)		3 . 10		N/A 2
CLASS B SHARES
Return Before Taxes		( 4 . 86	)		2 .8 7		4 . 22
CLASS C SHARES
Return Before Taxes		( 0. 81	)		3 . 20		4 . 21
LEHMAN BROTHERS N EW Y ORK COMPETITIVE INTERMEDIATE (1–17 YEAR) MATURITIES INDEX ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)		2 . 18			4 . 93		5 .4 1
LIPPER INTERMEDIATE MUNICIPAL FUNDS INDEX 3, ˆ (Reflects No Deduction for Taxes)		2.01			4.44		4.62
LIPPER NEW YORK INTERMEDIATE MUNICIPAL DEBT FUNDS AVERAGE ˆ
(Reflects No Deduction for Taxes)		1 . 33			4 . 12		4 .5 1

 

* The performance in the table before Class A and Class B Shares were launched on 2/16/01 is based on the performance of Select Class Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. The performance in the table for the period before Class C Shares were launched on 1/31/03 are based on the perfor mance of the Class B Shares. During these periods, the actual returns of Class A, Class B and Class C Shares would have been lower than shown because Class A, Class B and Class C Shares have higher expenses than Select Class Shares. The performance of the Fund prior to 1/1/97 is based on the historical performance of the Fund’s predecessor, which was a common trust fund. The historical performance of shares of the prede cessor fund has been adjusted to reflect the Fund’s expense levels (absent reimbursements) that were in place at the time the Fund received the common trust fund assets.

1 Effective August 1, 2006, the Sales Charge applicable to Class A Shares was changed from 4.50% to 3.75%. The performance informa tion was calculated using 4.50%, the sales charge in effect as of December 31, 2005.

2 After-tax returns have not been calculated for the periods prior to 1/1/97, due to different tax and distribution requirements of the predecessor common trust fund.

3 The Lipper index for the Fund has changed from the Lipper New York Intermediate Municipal Debt Funds Average to the Lipper Intermediate Municipal Funds Index to provide better comparability between the Fund and other intermediate funds.

ˆ Investors cannot invest directly in an index.

The after-tax returns are shown for only the Class A Shares, and not the other classes offered by this prospectus, and after-tax returns for these other classes will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

Investor Expenses for Class A, Class B and Class C Shares

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

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

	CLASS A SHARES		CLASS B SHARES		CLASS C SHARES
Maximum Sales Charge (Load) When You Buy Shares prior to August 1 2006 , Shown as % of the Offering Price*		4.50		NONE		NONE
Maximum Sales Charge (Load) When You Buy Shares on or after August 1, 2006, Shown as % of the Offering Price *		3.75		NONE		NONE
Maximum Deferred Sales Charge (Load) Shown as % of
Lower of Original Purchase Price or Redemption Proceeds		NONE**		5.00		1.00

 

* The offering price is the net asset value of the shares purchased plus any sales charge. You may be able to reduce or eliminate your initial sales charge. See “How to Do Business with the Funds.”

* * Except for purchases of $1 million or more. Please see “Sales Charges — Class A Shares.”

JPMORGAN TAX FREE FUNDS

17

JPMorgan
    New York Tax Free Bond Fund

CONTINUED

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

	CLASS A SHARES			CLASS B SHARES		CLASS C SHARES
Management Fees		0.30			0.30		0.30
Distribution (Rule 12b-1) Fees		0.25			0.75		0.75
Shareholder Service Fees		0.25			0.25		0.25
Other Expenses1		0.1 7			0.1 7		0.1 7
Total Annual Operating Expenses		0. 97			1. 47		1.4 7
Fee Waivers and Expense Reimbursements2		(0.2 2	)		NONE		NONE
Net Expenses2		0.75			1.4 7		1.4 7

 

1 “Other Expenses” are based on expenses incurred in the most recent fiscal period .

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 that total annual operating expenses of the Class A, Class B and Class C Shares (excluding interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.75%, 1.55% and 1.55%, respectively, of their average daily net assets through 6/30/07 . 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 Class A, 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 6/30/07 , and total annual operating expenses thereafter.

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

IF YOU SELL YOUR SHARES YOUR COST WOULD BE:

	1 YEAR		3 YEARS		5 YEARS		10 YEARS
Class A Shares* ($)		523		72 4		9 42		1,5 6 7
Class A Shares** ($)		449		651		871		1,501
Class B Shares** * ($)		6 50		76 5		1,003		1,6 22	** * *
Class C Shares** * ($)		2 50		46 5		803		1,7 57

 
    

IF YOU DO NOT SELL YOUR SHARES YOUR COST WOULD BE:

	1 YEAR		3 YEARS		5 YEARS		10 YEARS
Class B Shares ($)		1 50		46 5		803		1,6 22	* * **
Class C Shares ($)		1 50		46 5		803		1,7 57

 

* Assumes sales charge is deducted when shares are purchased. Reflects a 4.50% sales charge applicable to purchases prior to August 1, 2006.

** Reflects a 3.75% sales charge applicable to purchases on or after August 1, 2006.

** * Assumes applicable deferred sales charge is deducted when shares are sold.

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

JPMORGAN TAX FREE FUNDS

18

The Funds’ Management and Administration

Each Fund is a series of JPMorgan Trust I, a Delaware statutory trust (Trust) . The T rust is governed by trustees who are responsible for overseeing all business activities of the Funds.

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 securities 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 issue other classes of shares that have different expense levels and performance and different requirements for who may invest. Call 1-800-480-4111 for more information concerning all of the Funds’ other share classes. A Financial Intermediary 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 is the investment adviser to the Funds and makes the day-to-day investment decisions for the Funds. JPMIM is located at 245 Park Avenue, New York, NY 10 167 .

JPMIM is a wholly-owned subsidiary of JPMorgan 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 2 / 28 /0 6 , the adviser was paid management fees (net of waivers), as shown below as a percentage of average daily net assets:
    

FUND	%
California Tax Free Bond Fund		0. 12
Intermediate Tax Free Bond Fund		0.30
New York Tax Free Bond Fund		0.30

 

A discussion of the basis the Board of Trustees of JPMorgan Trust I used in reapproving the investment advisory agreement for the Funds is available in the shareholder report for the period ended August 31 , 2005 .

Portfolio Managers

The Funds are managed by portfolio managers teamed with research analysts. The portfolio managers work together to establish general duration, sector and yield curve strategies for the Funds. The research analysts provide individual security and sector recommendations regarding their area of focus, while the portfolio managers select and allocate individual securities in a manner designed to meet the investment objectives of the Funds.

JPMorgan California Tax Free Bond Fund and JPMorgan New York Tax Free Bond Fund. David Sivinski, CFA, is the lead portfolio manager responsible for the day-to-day management of the JPMorgan California Tax Free Bond Fund and the JPMorgan New York Tax Free Bond Fund since April, 2005 and March, 2005, respectively. In addition to his role at JPMIM, Mr. Sivinski has worked at JPMorgan Investment Advisors, an affiliate of JPMIM since 1992. Mr. Sivinski coordinates municipal management for a number of high net worth clients that focus principally on single state municipal bonds. Prior to rejoining JPMorgan Investment Advisors in 1992, Mr. Siv inski moved to First Security National Bank and Trust Company in Lexington, Kentucky where he managed a number of areas including both the bank’s investment portfolio and the Trust Department’s fixed income port folios. Michelle G. Valladolid also participates in the management of the JPMorgan California Tax Free Bond Fund since June, 2004. Ms. Valladolid is a portfolio manager in the Municipals Group within the U.S. Fixed Income Group. An employee of JPMIM since 1999, Ms. Valladolid is responsible for portfolios under the Low Tax Rate Strategy. She began her career as an analyst in the Internal Consulting Services program where she worked on projects in Investment Management and Financial Risk Management. Kevin Ellis also participates in the management of the JPMorgan New York Tax Free Bond Fund since May, 2005. Mr. Ellis is a portfolio man ager in the U.S. Fixed Income Group. An employee of JPMIM since May 2003, he is responsible for managing separate accounts in the Municipal Bond Group. Previously, Mr. Ellis worked at Alliance Capital/Sanford Bern stein from 1995 through 2003 as a municipal bond trader.

JPMORGAN TAX FREE FUNDS

19

The Funds’ Management and Administration

CONTINUED

JPMorgan Intermediate Tax Free Bond Fund. Richard Taormina is the lead portfolio manager responsible for the day-to-day management of the JPMorgan Intermediate Tax Free Bond Fund since February, 2006. In addition to his role at JPMorgan Investment Advisors (JPMIA), Mr. Taormina has been an employee of J.P. Morgan Investment Management Inc. (JPMIM), an affiliate of JPMIA since 1997. Mr. Taormina is responsible for man aging municipal mutual funds, institutional fixed income accounts and quantitative analysis. Previously, he was a Certified Financial Planner for the Financial Advisory Group, where he was an investment analyst. Prior to joining JPMIM, he was the senior trader at The Vanguard Group of Investment Companies. David Sivinski, CFA, also participates in the management of the JPMorgan Intermediate Tax Free Bond Fund since June, 2005. In addition to his role at JPMIM, Mr. Sivinski has worked at JPMorgan Investment Advisors, an affiliate of JPMIM since 1992. Mr. Sivinski coordinates municipal management for a number of high net worth clients that focus principally on single state municipal bonds. Prior to rejoining JPMorgan Investment Advisors in 1992, Mr. Sivinski moved to First Security National Bank and Trust Company in Lexington, Kentucky where he managed a number of areas including both the bank’s investment portfolio and the Trust Department’s fixed income portfolios.

The Funds’ Administrator

JPMorgan Funds Management, Inc. (the Administrator) provides administrative services for 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: 0.15% of the first $25 billion of average daily net assets of all non-money market and non- fund s -of-funds in the JPMorgan Funds Complex and 0.075% of average daily net assets over $25 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 0.25% of the average daily net assets of the Class A, Class B and Class C Shares of each Fund. JPMDS may enter into services agreements with Financial Intermediaries under which it will pay all or a portion of the 0.25% annual fee to such Financial Intermediaries 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 and the Administrator.

ADDITIONAL COMPENSATION TO FINANCIAL INTERMEDIARIES

JPMorgan Investment Advisors, the Funds’ Distributor, and from time to time, other affiliates of JPMorgan Investment Advisors, may also, 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 investment advisers, financial advisors, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others, including various affiliates of JPMorgan Chase that have entered into an agreement 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. JPMorgan Investment Advisors and the Funds’ Distributor 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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PURCHASING FUND SHARES

Where can I buy shares?

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; or

• Directly from the Funds through JPMDS.

Who can buy shares?

Class A, Class B and Class C Shares may be purchased by the general public.

When can I buy shares?

Purchases may be made on any business day. This includes any day that the Funds are open for business, other than weekends and days on which the New York Stock Exchange (NYSE) is closed, including the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

Only purchase orders accepted by a Fund or a Financial Intermediary before 4:00 p.m. Eastern Time (ET) will be effective that day at that day’s price. JPMorgan Funds Services will accept your order when federal funds, a wire, a check or Automated Clearing House (ACH) transaction is received together with a complete Account Application. 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. Please see “How do I open an account?” for more details.

On occasion, the NYSE will close before 4:00 p.m. ET. When that happens, purchase orders accepted by the Fund or a Financial Intermediary after the NYSE closes will be effective the following business day.

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.

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

The JPMorgan Funds do not authorize market timing and, except for the Funds identified below, use reasonable methods to seek to identify market timers and to prevent such activity. However, there can be no assurance that these methods will prevent market timing or other trading that may be deemed abusive. Market timing is an investment strategy using frequent purchases, redemptions and/or exchanges in an attempt to profit from short-term market movements. Market timing may result in dilution of the value of Fund shares held by long-term shareholders, disrupt portfolio management and increase Fund expenses for all shareholders. These risks are greater when a Fund invests in securities trading principally in non-U.S. markets that close prior to the close of the NYSE because market timers may seek to take advantage of the difference between the prices of these securities at the close of their non-U.S. markets and the value of such securities when the Fund calculates its net asset value. The JPMorgan Funds or the Distributor will prohibit any purchase order (including exchanges) with respect to one investor, a related group of investors or their agent(s) where they detect a pattern of either purchases and sales of the JPMorgan Funds, or exchanges between or among the JPMorgan Funds, that indicates market timing or trading that they determine is abusive.

The Funds’ Board of Trustees has adopted policies and procedures that use a variety of methods to identify market timers, including reviewing “round trips” in and out of the JPMorgan Funds by investors. A “round trip” includes a purchase or exchange into a Fund followed by a redemption or exchange out of the same Fund. The Distributor will reject your purchase orders or temporarily or permanently revoke your exchange privilege if it detects that you have completed two round trips within 60 days within the same Fund. In identifying market timers, the Distributor may also consider activity of accounts that it believes to be under common ownership or control.

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Market timers may disrupt portfolio management and harm Fund performance. To the extent that the Funds are unable to identify market timers effectively, long-term investors may be adversely affected. Although the JPMorgan Funds use a variety of methods to detect and deter market timing, there is no assurance that the Funds will be able to identify and eliminate all market timers. For example, certain accounts, which are known as omnibus accounts, include multiple investors and such accounts typically provide the Funds with a net purchase or redemption order on any given day where purchasers of Fund shares and redeemers of Fund shares are netted against one another and the identity of individual purchasers and redeemers whose orders are aggregated are not known by the Funds. While the Funds seek to monitor for market timing activities in omnibus accounts, the netting effect often makes it more difficult to locate and eliminate individual market timers from the Funds and there can be no assurances that the Funds will be able to do so.

Subject to the foregoing, the JPMorgan Funds will seek to apply these policies and restrictions as uniformly as practicable, except in cases of purchases, redemptions and exchanges made on a systematic basis, automatic reinvestments of dividends and distributions or purchases, redemptions or exchanges that are part of a rebalancing program, such as a wrap program, or as part of a bona fide asset allocation program. Please see the Statement of Additional Information for a further description of these arrangements.

Certain of the JPMorgan Funds are intended for short-term investment horizons and do not monitor for market timers or prohibit such short-term trading activity. Those Funds are the JPMorgan Enhanced Income Fund, JPMorgan Short Duration Bond Fund, JPMorgan Short Term Bond Fund, JPMorgan Short Term Bond Fund II, JPMorgan Short Term Municipal Bond Fund, JPMorgan Tax Aware Enhanced Income Fund, JPMorgan Tax Aware Short-Intermediate Income Fund, JPMorgan Treasury & Agency Fund, JPMorgan Ultra Short Duration Bond Fund and the JPMorgan money market funds. 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.

In addition to rejecting purchase orders in connection with suspected market timing activities, the Distributor can reject a purchase order (including purchase orders for the Funds listed above) for any reason, including purchase orders that it does not think are in the best interests of a Fund and/or its shareholders or if it determines the trading to be abusive. Your Financial Intermediary may also have additional procedures for identifying market timers and rejecting or otherwise restricting purchase orders and/or exchanges.

What kind of shares can I buy?

This prospectus offers Class A, Class B and Class C Shares, all of which are available to the general public.

Each share class has different sales charges and expenses. When deciding what class of shares to buy, you should consider the amount of your investment, the length of time you intend to hold the shares, the sales charges and expenses applicable to each class of shares and whether you qualify for any sales charge discounts. Sales charges are discussed in the section of this prospectus entitled “Sales Charges.”

Class A Shares

You may pay a sales charge at the time of purchase.

Sales charges are reduced on investments of $100,000 or more and the amount of the reduction increases as your level of investment increases. Please see “Sales Charges.”

You can utilize the Right of Accumulation or a Letter of Intent to achieve reduced sales charges more quickly.

Generally, there is no c ontingent deferred sales charge (CDSC) except for purchases of $1 million or more, which are not subject to an up-front sales charge. Please see “Sales Charges.”

Class A Shares have lower annual expenses than Class B or Class C Shares as a result of lower ongoing Rule 12b-1 fees.

There is no maximum investment amount for Class A Shares.

Class B Shares

You will not pay a sales charge at the time of purchase . H owever, the Distributor pays a

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commission of 4.00% of the original purchase price to Financial Intermediar ies who sell Class B Shares of the JPMorgan Intermediate Tax Free Bond Fund and the JPMorgan New York Tax Free Bond Fund.

A CDSC will apply on shares of the Fund sold within six years. CDSC periods are measured from the first day of the month in which the shares were purchased. The CDSC may be waived for certain redemptions.

Class B Shares have higher annual expenses than Class A Shares as a result of higher ongoing Rule 12b-1 fees.

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

Class B Shares should not be used for investments of more than $99,999 individually or in the aggregate .

1. Individual purchases of $100,000 or more will be rejected. In addition, effective September 15, 2006, pur chases will also be rejected if the Fund has determined that your purchase when aggregated with the value of Class B shares of all Funds held by you in individual accounts with the same tax or other identification number would total $100,000 or more.

2. The Funds may not be able to identify Class B Share purchases that exceed $100,000 if you hold your shares through one or more Financial Intermediaries or in accounts with different tax or other identifica tion numbers. If you hold your shares through a Financial Intermediary, it is the responsibility of the Financial Intermediary to determine if an initial or additional purchase of Class B shares is suitable for you. It is your responsibility to inform your Financial Intermediary or the Fund of any and all accounts that should be linked together for purposes of determining whether the application of the Right of Accumulation or the use of a Letter of Intent would make Class A Shares a more suitable investment than Class B Shares. For a discussion of the types of accounts that qualify for the Right of Accumulation and the Letter of Intent, please read “Sales Charges — Reducing your Class A Sales Charge. ”

Class C Shares

You will not pay a sales charge at the time of purchase.

A CDSC will apply on shares sold within one year of purchase measured from the first day of the month in which the shares were purchased. The CDSC may be waived for certain redemptions.

Like Class B Shares, Class C Shares have higher distribution fees than Class A Shares. Unlike Class B Shares, Class C Shares are not converted to Class A Shares. That means you keep paying the higher distribution 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 either Class A or Class B Shares.

There is no maximum investment amount for Class C Shares.

Which class of shares is best?

Your decision about which class of shares to buy depends on a number of factors, including the number of shares you are buying and how long you intend to hold your shares. If you have no plans to sell your shares for at least six years and you would prefer not to pay an up front sales charge, you may consider buying Class B Shares subject to the limitations described under “What kind of shares Can I buy? — Class B Shares . ” Class A Shares may be a good choice if you qualify to have the sales charge reduced or eliminated.

Class C Shares may be best if you prefer not to pay an initial sales charge and you are unsure how long you intend to hold your investment.

You should also consider the distribution fees, which are lower for Class A Shares. These fees appear in the table called Annual Operating Expenses for each Fund.

How much do shares cost?

Shares are sold at net asset value (NAV) per share, plus a sales charge, if any.

Each class of shares in each Fund has a different NAV. This is primarily because each class has different distribution expenses.

NAV per share is calculated by dividing the total market value of a Fund’s investments and other

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assets allocable to a class (minus class liabilities) by the number of outstanding shares in that class.

The market value of a Fund’s investments is determined primarily on the basis of readily available market quotations. Certain short-term securities are valued at amortized cost, which approximates market value. If market quotations are not readily available or if available market quotations are determined not to be reliable or if a security’s value has been materially affected by events occurring after the close of trading on the exchange or market on which the security is principally traded (for example, a natural disaster affecting an entire country or region, or an event that affects an individual company), but before a Fund’s NAV is calculated, that security may be valued at its fair value in accordance with policies and procedures adopted by the Funds’ Board of Trustees. A security’s valuation may differ depending on the method used for determining value. In addition, the Funds have implemented fair value pricing on a daily basis for all non-U.S. and non-Canadian equity securities held by the Funds. The fair value pricing utilizes the quotations of an independent pricing service unless the adviser, in accordance with valuation procedures adopted by the Funds’ Board of Trustees, determines that the market quotations do not accurately reflect the value of a security and determines that the use of another fair valuation methodology is appropriate.

A Fund’s NAV may change every day. NAV is calculated each business day following the close of the NYSE at 4:00 p.m. ET. On occasion, the NYSE will close before 4:00 p.m. ET. When that happens, NAV will be calculated as of the time the NYSE closes. The price at which a purchase is effected is based on the next calculation of NAV after the order is accepted in accordance with this prospectus.

How do I open an account?

Read the prospectus carefully, and select the Fund or Funds and share class most appropriate for you and decide how much you want to invest.

Class A, Class B and Class C Shares are subject to a $1,000 minimum investment requirement per Fund. You are required to maintain a minimum account balance equal to the minimum initial investment in the Funds. Subsequent investments must be at least $25 per Fund.

You should purchase no more than $99,999 of Class B Shares individually or in the aggregate . The section of this prospectus entitled “What kind of shares can I buy?” provides information that can help you choose the appropriate share class.

Minimums for initial and subsequent investments 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.

For accounts sold through Financial Intermediaries, it is the primary responsibility of the Financial Intermediary to ensure compliance with investment minimums.

A lower minimum may be available under the Systematic Investment Plan. See “Purchasing Fund Shares — Can I automatically invest on a systematic basis?”

When you make an initial purchase of Fund shares, you must complete the Account Application. Be sure to sign up for all of the account privileges that you plan to take advantage of. Doing so now means that you will not have to complete additional paperwork later.

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

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accepted and you will pay the NAV per share next calculated after all of the required information is received, plus any applicable sales charge.

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. In addition, you will not be entitled to recoup any sales charges paid to a Fund in connection with your purchase of Fund shares.

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 the JPMorgan Funds Services by check or an ACH transaction is subject to certain limitations. See “Redeeming Fund Shares — When can I redeem 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 323 125 832
FBO YOUR JPMORGAN FUND
   (EX: JPMORGAN ABC FUND-A)
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 4:00 p.m. ET on the settlement date. You will be responsible for any expenses and losses to the Funds.

If you have any questions, contact your Financial Intermediary or call 1-800-480-4111.

Can I purchase shares over the telephone?

Yes, for purchases after your account is opened. Simply select this option on your Account Application and then:

• Contact your Financial Intermediary, if applicable, or call 1-800-480-4111 to relay your purchase instructions.

• Authorize a bank transfer or initiate a wire transfer payable to “JPMorgan Funds” to the following wire address:

JPMORGAN CHASE BANK, N.A.
ATTN: JPMORGAN FUNDS SERVICES
ABA 021 000 021
DDA 323 125 832
FBO YOUR JPMORGAN FUND
   (EX: JPMORGAN ABC FUND-A)
YOUR FUND NUMBER & ACCOUNT NUMBER
 (EX: FUND 123-ACCOUNT 123456789)
YOUR ACCOUNT REGISTRATION
 (EX: JOHN SMITH & MARY SMITH, JTWROS)

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.

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You may revoke your right to make purchases over the telephone by sending a letter to:

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

Can I automatically invest on a systematic basis?

Yes. You may purchase additional Class A, Class B and Class C Shares by making automatic periodic investments from your bank account through a Systematic Investment Plan. 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

Class B Purchases over $100,000.  You should not utilize a systematic investment plan for purchases over $100,000 of Class B Shares. Effective September 15, 2006, we will no longer debit your bank account if the Fund has determined that your purchase of Class B shares when aggregated with the value of Class B shares of all Funds held by you in individual accounts with the same tax or other identification number would total $100,000 or more. To continue systematic investments in the Fund after you have invested $100,000 in Class B Shares, you will need to contact the Fund by calling 1-800-480-4111 or your Financial Intermediary to des ignate a different share class for systematic investments.

SALES CHARGES

The Distributor compensates Financial Intermediaries who sell shares of the Funds. Compensation comes from sales charges, Rule 12b-1 fees and payments by the Distributor or affiliates of the Distributor from its or their own resources.

The table below shows the sales charges for each class of shares and the percentage of your investment that is paid as a commission to a Financial Intermediary. Payments made by the Distributor or its affiliates from its or their own resources are discussed in more detail in “The Funds’ Management and Administration.”

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

Class A Shares

The public offering price of Class A Shares of the Funds is the NAV per share plus the applicable sales charge, unless you qualify for a waiver of the sales charge. The Fund receives the NAV. The sales charge is allocated between your Financial Intermediary and the Distributor as shown in the table below, except if the Distributor, in its discretion, re-allows the entire amount to your Financial Intermediary. In those instances in which the entire amount is re-allowed, such Financial Intermediaries may be deemed to be underwriters under the Securities Act of 1933.

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The table below shows the amount of sales charges prior to August 1, 2006 that you would pay at different levels of investment and the commissions paid to Financial Intermediaries at each level of investment. The differences in sales charges shown in the table below are sometimes referred to as “breakpoints.”
    

TOTAL SALES CHARGE FOR FUNDS

AMOUNT OF PURCHASES	SALES CHARGE AS A % OF THE OFFERING PRICE		SALES CHARGE AS A % OF YOUR INVESTMENT		COMMISSION AS A % OF OFFERING PRICE
LESS THAN $100,000		4.50		4.71		4.05
$100,000–$249,999		3.50		3.63		3.05
$250,000–$499,999		2.50		2.56		2.05
$500,000–$999,999		2.00		2.04		1.60
$1,000,000 OR MORE*		NONE		NONE		**

 

* There is no front-end sales charge for investments of $1 million or more in a Fund.

** If you purchase $1 million or more of Class A Shares of the JPMorgan Funds and are not assessed a sales charge at the time of purchase, you will be charged the equivalent of 1% of the purchase price if you redeem any of those Funds during the first 12 months after purchase or 0.50% if you redeem any or all of the Class A Shares of any of those Funds between 12 and 24 months after purchase. The charges apply unless the Distributor receives notice before you invest indicating that your Financial Interme diary is waiving its commission . Effective September 15, 2006, such charges apply to exchanges into money market funds. Also effective September 15, 2006, if you exchange your Class A Shares for Class A Shares of a non-money market fund, you will not be charged at the time of the exchange but (1) your new Class A Shares will be subject to the charges specified above applicable to any of those Funds from which you exchanged, and (2) the current holding period for your exchanged Class A Shares will carry over to your new shares. The Distributor may make a payment to Financial Intermediaries for your cumulative investments of $1 million or more of Class A Shares. These commissions are paid at the rate of up to 1 .00 % of net sales of $1 million or more. The Distributor may withhold these payments with respect to short-term investments. See the Statement of Additional Information for more details.

If you buy Class A Shares of the Funds on or after August 1, 2006, the following table shows the amount of sales charge you pay and the commissions paid to Financial Intermediaries:
    

AMOUNT OF PURCHASE	SALES CHARGE AS A % OF OFFERING PRICE		SALES CHARGE AS A % OF YOUR INVESTMENT1		COMMISSION AS A % OF OFFERING PRICE
LESS THAN $100,000		3.75		3.90		3.25
$100,000–$249,999		3.25		3.36		2.75
$250,000–$499,999		2.25		2.30		2.00
$500,000–$999,999		1.75		1.78		1.50
$1,000,000 or more*		NONE		NONE		**

 

1 The actual sales charge you pay may differ slightly from the rates disclosed above due to rounding calcu lations.

* There is no front-end sales charge for investments of $1,000,000 or more in a Fund.

** If you purchase $1 million or more of Class A Shares of the JPMorgan Funds and are not assessed a sales charge at the time of purchase, you will be charged the equivalent of 0.75 % of the purchase price if you redeem any of those Funds during the first 12 months after purchase or 0. 3 5 % if you redeem any or all of the Class A Shares of any of those Funds between 12 and 24 months after purchase. The charges apply unless the Distributor receives notice before you invest indicating that your Financial Interme diary is waiving its commission . Effective September 15, 2006, such charges apply to exchanges into money market funds. Also effective September 15, 2006, if you exchange your Class A Shares for Class A Shares of a non-money market fund, you will not be charged at the time of the exchange but (1) your new Class A Shares will be subject to the charges specified above applicable to any of those Funds from which you exchanged, and (2) the current holding period for your exchanged Class A Shares will carry over to your new shares. The Distributor may make a payment to Financial Intermediaries for your cumulative investments of $1 million or more of Class A Shares. These commissions are paid at the rate of up to 1.00 % of net sales of $1 million or more. The Distributor may withhold these payments with respect to short-term investments. See the Statement of Additional Information for more details.

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Reducing Your Class A Sales Charge

The Funds permit you to reduce the initial sales charge you pay on Class A Shares by using the Right of Accumulation or a Letter of Intent. Each of these methods for reducing the initial sales charge on Class A Shares is described below. In taking advantage of these methods for reducing the initial sales charge you will pay, you may link purchases of shares of all of the JPMorgan Funds in which you invest (as described below) even if such JPMorgan Funds are held in accounts with different Financial Intermediaries, as well as purchases of shares of all JPMorgan Funds to be held in accounts owned by your spouse or domestic partner and children under the age of 21 who share your residential address. It is your responsibility when investing to inform your Financial Intermediary or the Funds that you would like to have one or more JPMorgan Funds linked together for purposes of reducing the initial sales charge.

Right of Accumulation:  You may qualify for a reduction in the initial sales charge for future purchases of Class A Shares based on the current market value of your Class A, Class B and Class C Shareholdings from prior purchases through the Right of Accumulation. To calculate the sales charge applicable to your net purchase of Class A Shares, you may aggregate your investment with the current market value of any Class A, Class B or Class C Shares of a JPMorgan Fund held in:

1.   Your account(s);

2.   Account(s) of your spouse or domestic partner;

3.   Account(s) of children under the age of 21 who share your residential address;

4.   Trust accounts established by any of the individuals in items (1) through (3) above. If the person(s) who established the trust is deceased, the trust account may be aggregated with the account(s) of the primary beneficiary of the trust;

5.   Solely controlled business accounts; and

6.   Single-participant retirement plans of any of the individuals in items (1) through (3) above.

In order to obtain any breakpoint reduction in the initial sales charge, you must, before purchasing Class A Shares, inform your Financial Intermediary or the Funds if you have any of the above types of accounts that can be aggregated with your current investment in Class A Shares to reduce the applicable sales charge. In order to verify your eligibility for a reduced sales charge, you may be required to provide appropriate documentation, such as an account statement or the social security or tax identification number on an account, so that the JPMorgan Funds may verify (1) the number of shares of the JPMorgan Funds held in your account(s) with the JPMorgan Funds, (2) the number of shares of the JPMorgan Funds held in your account(s) with a Financial Intermediary, and (3) the number of shares of the JPMorgan Funds held in an account with a Financial Intermediary owned by your spouse or domestic partner and by children under the age of 21 who share your residential address.

Letter of Intent:  You may qualify for a reduction in the initial sales charge applicable on a current purchase of Class A Shares by signing a Letter of Intent committing you to purchase a certain amount of shares over a defined period of time. Provided you satisfy the minimum initial investment requirement, you may purchase Class A Shares of one or more JPMorgan Funds (other than a money market fund) over the next 13 months and pay the same sales charge that you would have paid if all shares were purchased at once. At your request, purchases made during the previous 90 days may be included toward the amount covered by the Letter of Intent. If you elect to include purchases made during the past 90 days toward fulfillment of your Letter of Intent, the 13-month period will be deemed to begin as of the date of the earliest purchase being counted toward fulfillment of your Letter of Intent. You should inform your Financial Intermediary or the Funds that you have a Letter of Intent each time you make an investment. A percentage of your investment will be held in escrow until the full amount covered by the Letter of Intent has been invested. If the terms of the Letter of Intent are not fulfilled by the end of the 13th month, you must pay the Distributor the difference between the sales charges applicable to the purchases at the time they were made and the reduced sales charges previously paid or the Distributor will liquidate sufficient escrowed shares to obtain the difference. Calculations made to determine whether a Letter of Intent commitment has been fulfilled will be made on the basis of the net amount invested.

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Additional information regarding the reduction of Class A sales charges is available in the Funds’ Statement of Additional Information. To take advantage of the Right of Accumulation and/or a Letter of Intent, complete the appropriate section of your Account Application or contact your Financial Intermediary. To determine if you are eligible for these programs or to request a copy of the Statement of Additional Information, call 1-800-480-4111. These programs may be terminated or amended at any time.

Waiver of the Class A Sales Charge

No sales charge is imposed on Class A Shares of the Funds if the shares were:

1. Bought with the reinvestment of dividends and capital gains distributions.

2. Acquired in exchange for shares of another JPMorgan Fund if a comparable sales charge has been paid for the exchanged shares.

3. Bought by officers, directors or trustees, retirees and employees and their immediate family members (i.e., spouses, domestic partners, children, grandchildren, parents, grandparents and any dependent of the person, as defined in Section 152 of the Internal Revenue Code) of:

•  The JPMorgan Funds.

•   JPMorgan Chase and its subsidiaries and affiliates.

Officers, directors or trustees, retirees and employees and their immediate families of JPMorgan Funds and JPMorgan Chase and its subsidiaries and affiliates may open new Select Class Shares accounts subject to a $2,500 minimum investment requirement provided such accounts are opened directly from the Funds and not through a Financial Intermediary. Select Class Shares have lower expenses than Class A Shares. Please call 1-800-480-4111 for more information concerning all of the Funds’ other share classes.

4. Bought by employees of:

•   Boston Financial Data Services, Inc. and its subsidiaries and affiliates.

•   Financial Intermediaries or financial institutions who have entered into dealer agreements with the Funds or the Distributor and their subsidiaries and affiliates (or otherwise have an arrangement with a Financial Intermediary or financial institution with respect to sales of Fund shares).

•   Washington Management Corporation and its subsidiaries and affiliates.

5. Bought by:

•   Affiliates of JPMorgan Chase and certain accounts (other than IRA Accounts) for which a Financial Intermediary acts in a fiduciary, advisory, agency or custodial capacity or accounts which participate in select affinity programs with JPMorgan Chase and its affiliates and subsidiaries.

•   Certain retirement and deferred compensation plans, and trusts used to fund those plans, including, but not limited to, those qualified under Sections 401(k), 403(b) or 457 of the Internal Revenue Code and “rabbi trusts.”

•   Financial Intermediaries who have a dealer arrangement with the Distributor, who place trades for their own accounts or for the ac counts of their clients and who charge a management, asset allocation, consulting or other fee for their services, or clients of such Financial Intermediaries who place trades for their own accounts if the accounts are linked to the master account of such Financial Intermediary.

•   Tuition programs that qualify under Section 529 of the Internal Revenue Code.

•   A Financial Intermediary, provided arrangements are pre-approved and purchases are placed through an omnibus account with the Fund.

•   A bank, trust company or thrift institution which is acting as a fiduciary exercising investment discretion, provided that appro priate notification of such fiduciary relationship is reported at the time of the investment to the Fund or the Fund’s Distributor.

•   Employer-sponsored health savings accounts established pursuant to Section 223 of the Internal Revenue Code.

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6.     Bought with proceeds from the sale of Select Class Shares of a JPMorgan Fund or acquired in an exchange of Select Class Shares of a JPMorgan Fund for Class A Shares of the same Fund, but only if the purchase is made within 90 days of the sale or distribution. Appropriate documentation may be required.

7.     Bought with proceeds from the sale of Class B Shares of a JPMorgan Fund, but only if you paid a CDSC in connection with such sale and only if the purchase is made within 90 days of such sale. Appropriate documentation may be required.

8.     Bought with proceeds from the sale of Class A Shares of a JPMorgan Fund (except Class A Shares of a money market fund), but only if the purchase is made within 90 days of the sale or distribution. Appropriate documentation may be required.

9.     Bought when one Fund invests in another JPMorgan Fund.

10.   Bought in connection with plans of reorganizations of 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.

11.   Purchased during a JPMorgan Fund’s special offering.

12.   Bought by a “charitable organization” as defined for purposes of Section 501(c)(3) of the Internal Revenue Code, or by a charitable remainder trust or life income pool established for the benefit of a charitable organization.

To take advantage of any of these Class A sales charge waivers, you 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.

Class B Shares

Class B Shares are offered at NAV per share, without any up-front sales charge. However, if you redeem Class B 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 of the Funds.

Conversion Feature

Your Class B Shares automatically convert to Class A 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 Class A Shares.

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

Because the share price of the Class A Shares may be higher than that of the Class B Shares at the time of conversion, you may receive fewer Class A Shares; however, the dollar value will be the same.

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.

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Class C Shares

Class C Shares are offered at NAV per share, without any up-front sales charge. However, if you redeem Class C 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 of the Funds.

How the Class B and Class C CDSC Is Calculated

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 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. You should retain any records necessary to substantiate historical costs because the Distributor, the Funds, the transfer agent and your Financial Intermediary may not maintain such information. For Class B and Class C Shares purchased on or after February 19, 2005, the CDSC is based on the original cost of the shares.

No CDSC is imposed on share appreciation, nor is a CDSC 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 received in the reorganization.

Waiver of the Class B and Class C CDSC

No sales charge is imposed on redemptions of Class B or Class C Shares of the Funds:

1.   If you withdraw no more than a specified percentage (as indicated in “Redeeming Fund Shares — Can I redeem on a systematic basis?”) of the current balance of a 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 “Redeeming Fund Shares — Can I redeem on a systematic basis?”

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.

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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 sales charge 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 — Do I pay a sales charge on an exchange?”

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.

Waiver Applicable Only to Class C Shares

No CDSC is imposed on Class C Share redemptions of the Funds if the shares were bought with proceeds from the sale of Class C Shares of a JPMorgan Fund. The purchase must be made within 90 days of the first 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 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.

RULE 12b-1 FEES

Each Fund described in this prospectus has adopted a Distribution Plan under Rule 12b-1 that allows it to pay distribution fees for the sale and distribution of shares of the Funds. These fees are called “Rule 12b-1 fees.” 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.

The Rule 12b-1 fees vary by share class as follows:

1. Class A Shares pay an annual Rule 12b-1 fee of 0.25% of the average daily net assets of each Fund attributable to Class A Shares.

2. Class B and Class C Shares pay an annual Rule 12b-1 fee of 0.75% of the average daily net assets of each Fund attributable to such class. This will cause expenses for Class B and Class C Shares to be higher and dividends to be lower than for Class A Shares.

Rule 12b-1 fees, together with the CDSC, help the Distributor sell Class B and Class C Shares without an up front sales charge by defraying the costs of advancing brokerage commissions and other expenses paid to Financial Intermediaries.

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

NETWORKING AND SUB-TRANSFER AGENCY FEES

The Funds may also directly enter into agreements with Financial Intermediaries pursuant to which the Funds will pay the Financial Intermediary for services such as networking or sub-transfer agency. 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 the Financial Intermediary may also be receiving pursuant to agreements with the Distributor. From time to time, JPM IM or its affiliates may pay a portion of the fees for networking or sub-transfer agency at its or their own expense and out of its or their legitimate profits.

EXCHANGING FUND SHARES

What are my exchange privileges?

Class A Shares of a Fund may be exchanged for Class A Shares of another JPMorgan Fund or for another class of the same Fund. Class A Shares of a Fund may be exchanged for Morgan Shares of a JPMorgan money market fund.

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

Class C Shares of any other JPMorgan Fund may be exchanged for Class C Shares of another JPMorgan Fund, other than for Class C Shares of the Short Term Bond Funds.

All exchanges are subject to meeting any investment minimum 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.

You can set up a systematic exchange program to automatically exchange shares on a regular basis. This is a free service. However, you cannot have simultaneous plans for the systematic investment or exchange and the systematic withdrawal or exchange for the same Fund. Call 1-800-480-4111 for complete instructions.

Before making an exchange request, you should read the prospectus of the JPMorgan Fund whose shares you would like to purchase by exchange. You can obtain a prospectus for any JPMorgan Fund by contacting your Financial Intermediary, by visiting www.jpmorganfunds.com, or by calling 1-800-480-4111.

When are exchanges processed?

Exchanges requests are processed the same business day they are received, provided:

• The Fund receives the request by 4:00 p.m. ET.

• You have contacted your Financial Intermediary, if necessary.

• All required documentation in proper form accompanies your exchange request.

Do I pay a sales charge on an exchange?

Generally, you will not pay a sales charge on an exchange except as specified in “Sales Charges — Class A Shares” or below .

If you exchange Class B or Class C Shares for Class B or Class C Shares, respectively, of a Fund, you will not pay a sales charge at the time of the exchange, however:

1. Your new Class B or Class C Shares will be subject to the CDSC of the Fund from which you exchanged.

2. The current holding period for your exchanged Class B or Class C Shares, other than exchanged Class C Shares of the Short Term Bond Funds, is carried over to your new shares.

3. If you exchange Class C Shares of one of the Short Term Bond Funds, a new CDSC period applicable to the Fund into which you exchanged will begin on the date of the exchange.

Are exchanges taxable?

Generally, an exchange between JPMorgan Funds is considered a sale and generally results in a capital gain or loss for federal income tax purposes.

An exchange between classes of shares of the same Fund is not taxable for federal income tax purposes.

You should talk to your tax advisor before making an exchange.

Are there limits on exchanges?

No. However, the exchange privilege is not intended as a way for you to speculate on short-term movements in the market. Therefore, to prevent disruptions in the management of the JPMorgan Funds, certain JPMorgan Funds limit excessive exchange activity as described in “Purchasing Fund Shares.”

Your exchange privilege will be revoked if the exchange activity is considered excessive. In addition, any JPMorgan Fund may reject any exchange request for any reason, including if it does not think that it is in the best interests of the Fund and/or its shareholders to accept the exchange.

REDEEMING FUND SHARES

When can I redeem shares?

You may redeem all or some of your shares on any day that the Funds are open for business. You will not be permitted, however, to enter a redemption order for shares purchased directly through JPMorgan Funds Services by check or through an

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ACH transaction for five business days, following the acceptance of a purchase order unless you provide satisfactory proof that your purchase check or ACH transaction has cleared. Therefore, a redemption order can be processed as otherwise described.

Redemption orders accepted by a Fund or a Financial Intermediary before 4:00 p.m. ET (or before the NYSE closes if the NYSE closes before 4:00 p.m. ET) will be effective at that day’s price. Your Financial Intermediary may have an earlier cut-off time for redemption orders.

A redemption order is accepted when accompanied by all required documentation in the proper form. The Funds may refuse to honor incomplete redemption orders.

How do I redeem shares?

You may use any of the following methods to redeem your shares.

You may send a written redemption request to your Financial Intermediary, if applicable, or to the Fund at the following address:

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

You may redeem over the telephone. Please see “Can I redeem by telephone?” for more information.

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

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.

On the Account Application you may elect to have the redemption proceeds mailed or wired to:

1. A financial institution; or

2. Your Financial Intermediary.

Normally, your redemption proceeds will be paid within one to seven days after receipt 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 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.

What will my shares be worth?

If you own Class A, Class B or Class C Shares and the Fund or a Financial Intermediary accepts your redemption order before 4:00 p.m. ET (or before the NYSE closes if the NYSE closes before 4:00 p.m. ET), you will receive the NAV per share calculated after your redemption order is accepted, minus the amount of any applicable CDSC.

Can I redeem by telephone?

Yes, if you selected this option on your Account Application.

Contact your Financial Intermediary, if applicable, or call 1-800-480-4111 to relay your redemption request.

Your redemption proceeds will be mailed to you at your address of record or wired. 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 only to a pre-existing bank account on record with 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.

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

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the ability to purchase or redeem shares by phone without notice.

You may write to:

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

Can I redeem on a systematic basis?

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:

• It may not be in your best interest to buy additional Class A Shares while participating in a Systematic Withdrawal Plan. This is because Class A Shares have an upfront sales charge. 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 a 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 a Fund for purposes of these calculations will be determined by multiplying the number of shares held by the then-current NAV per share 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.

You cannot have both a Systematic Investment Plan and a Systematic Withdrawal Plan for the same Fund.

Additional Information Regarding Redemptions

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.

Due to the relatively high cost of maintaining small accounts, if your account value falls below the required minimum balance, 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 Funds will redeem $10 worth of shares from your account. Shares redeemed for this reason will not be charged a CDSC.

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2. If your account falls below the minimum required balance and is closed as a result, you will not be charged a CDSC. For information on minimum required balances, please read “Purchasing Fund Shares — How do I open an account?”

The Funds may suspend your ability to redeem 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.

You generally will recognize a gain or loss on a redemption for federal income tax purposes. You should talk to your tax advisor before making a redemption.

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Shareholder Information

DISTRIBUTIONS AND TAXES

The Funds can earn income and they can realize capital gain. The Funds deduct any expenses and then pay out these earnings to shareholders as distributions.

The Funds generally declare dividends on the last business day of each month and pay such dividends on the first business day of the following month. Net capital gain is distributed annually. You have three options for your distributions. You may:

• reinvest all distributions in additional Fund shares without a sales charge;

• take distributions of net investment income in cash or as a deposit in a pre-assigned bank account and reinvest distributions of net capital gain in additional shares; or

• take all distributions in cash or as a deposit in a pre-assigned bank account.

If you do not select an option when you open your account, we will reinvest all distributions. If your distributions are reinvested, they will be in the form of shares of the same class. The taxation of dividends will not be affected by the form in which you receive them.

Dividends of net investment income that are not properly designated as qualified dividend income and dividends of net short-term capital gains will be taxable to shareholders at ordinary income rates. It is unlikely that dividends from any of the Funds will qualify to any significant extent for the reduced 15% tax rate applicable to as qualified dividend income. Properly designated exempt-interest dividends are not subject to federal income taxes, but will generally be subject to state and local taxes. The state or municipality where you live may not charge you state or local taxes on exempt interest dividends 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. In addition, an investment in the Funds may result in liability for federal alternative minimum tax, both for individual and corporate shareholders.

If, at the close of each quarter of its taxable year, at least 50% of the value of a Fund’s assets consists of obligations the interest on which is excludable from gross income, the Fund may pay “exempt- interest divi dends” to you. Generally, exempt-interest dividends are excludable from gross income. However:

1.   If you receive Social Security or Railroad Retirement benefits, you may be taxed on a portion of such ben efits if you receive exempt-interest dividends from the Funds.

2.   Receipt of exempt-interest dividends may result in liability for federal alternative minimum tax and for state and local taxes, both for individual and corporate shareholders.

The F unds may invest a portion of their assets in municipal securities issued to finance private activities, the interest on which is a tax preference item for purposes of the federal alternative minimum tax (Private Activ ity Bonds). As a result, Fund shareholders who are subject to the federal alternative minimum tax may have all or a portion of their income from those Funds subject to federal income tax. Additionally, corporate share holders will be required to take the interest on municipal securities into account in determining their alterna tive minimum taxable income.

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 properly 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. 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.

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Dividends paid by the New York Tax Free Bond 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.

The Funds’ investment in ETFs, affiliated money market funds and other investment companies could affect the amount, timing and character of distributions from the Funds, and, therefore, may increase the amount of taxes payable by sharehold ers.

If you receive distributions of net capital gain, the tax rate will be based on how long a Fund held a particular asset, not on how long you have owned your shares. Capital gain of a non-corporate U.S. shareholder that is recognized in a tax year beginning on or before December 31, 2010 is generally taxed at a maximum rate of 15% where the property is held by a Fund for more than one year. Capital gain of a corporate shareholder is taxed at the same rate as ordinary income. If you buy shares just before a distribution, you will pay tax on the entire amount of the taxable distribution you receive, even though the NAV will be higher on that date because it includes the distribution amount.

The dates on which dividends and capital gains will be distributed for calendar year 2006 are available online at www.jpmorganfunds.com.

The Form 1099 that is mailed to you every January details your dividends and their federal tax category. Even though the Funds provide you with this information, you are responsible for verifying your tax liability with your tax professional.

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 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 a Fund will affect your own tax situation.

SHAREHOLDER STATEMENTS AND REPORTS

The Funds or your Financial Intermediary will send you transaction confirmation statements and quarterly account statements. Please review these statements carefully. The Funds will correct errors if notified within one year of the date printed on the transaction confirmation or account statement. Your Financial Intermedi ary may have a different cut-off time.

To reduce expenses and conserve natural resources, the Funds will deliver a single copy of prospectuses and financial reports to individual investors who share a residential address, provided they have the same last name or the Funds reasonably believe they are members of the same family. If you would like to receive sepa rate mailings, please call 1-800-480-4111 and the Funds will begin individual delivery within 30 days. If you would like to receive these documents by e-mail, please visit www.jpmorganfunds.com and sign up for elec tronic delivery.

If you are the record owner of your Fund shares (that is, you did not use a Financial Intermediary to buy your shares), you may access your account statements at www.jpmorganfunds.com.

After each fiscal half-year, you will receive a financial report from the Funds. In addition, the Funds

JPMORGAN TAX FREE FUNDS

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2006

will peri odically send you proxy statements and other reports.

If you have any questions or need additional information, please write to JPMorgan Funds Services at P.O. Box 8528, Boston, MA 02266-8528, call 1-800-480-4111 or visit www.jpmorganfunds.com.

AVAILABILITY OF PROXY VOTING RECORD

The Trustees have delegated the authority to vote proxies for securities owned by the Funds 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 Funds’ 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

No sooner than 30 days after the end of each month, each Fund will make available upon request an uncertified, complete schedule of its portfolio holdings as of the last day of that month. 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.

The Funds’ top ten holdings are posted on the JPMorgan Funds’ website at www.jpmorganfund s.com no sooner than 15 days after the end of each month.

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.

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39

Investments

This table discusses the customary types of investments which can be held by each Fund. In each case the related types of risk are listed on the following page (see below for definitions). This table reads across two pages.

Asset-backed securities Interests in a stream of payments from specific assets, such as auto or credit card receivables.

Bank obligations Negotiable certificates of deposit, time deposits and bankers’ acceptances of domestic and foreign issuers.

Commercial paper Unsecured short term debt issued by domestic and foreign banks or corporations. These securities are usually discounted and are rated by S&P, Moody’s or another nationally recognized statistical rating organization.

Mortgages (directly held) Domestic debt instrument which gives the lender a lien on property as security for the loan payment.

Private placements Bonds or other investments that are sold directly to an institutional investor.

Repurchase agreements Contracts whereby the fund agrees to purchase a security and resell it to the seller on a particular date and at a specific price.

Reverse repurchase agreements Contracts 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.

Swaps Contractual agreement whereby a domestic or foreign party agrees to exchange periodic payments with a counterparty. Segregated liquid assets are used to offset leverage risk. The gross returns to be exchanged or “swapped” between the parties are generally calculated with respect to a “notional amount,” i.e., the return on or increase in the value of a particular dollar amount invested at a particular interest rate or in a “basket” of securities or commodities representing a particular index.

Synthetic variable rate instruments Debt instruments whereby the issuer agrees to exchange one security for another in order to change the maturity or quality of a security in the fund.

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.

Zero-coupon, pay-in-kind and deferred payment securities Domestic and foreign securities offering non-cash or delayed-cash payment. Their prices are typically more volatile than those of some other debt instruments and involve certain special tax considerations.

 

Risk related to certain investments held by the Funds:

Credit risk The risk a financial obligation will not be met by the issuer of a security or the counterparty to a contract, resulting in a loss to the purchaser.

Currency risk The risk currency exchange rate fluctuations may reduce gains or increase losses on foreign investments.

Environmental risk The risk that an owner or operator of real estate may be liable for the costs associated with hazardous or toxic substances located on the property.

Extension risk The risk a rise in interest rates will extend the life of a mortgage-backed security to a date later than the anticipated prepayment date, causing the value of the investment to fall.

Interest rate risk The risk a change in interest rates will adversely affect the value of an investment. The value of fixed income securities generally moves in the opposite direction of interest rates (decreases when interest rates rise and increases when interest rates fall).

Leverage risk The risk of gains or losses disproportionately higher than the amount invested.

Liquidity risk The risk the holder may not be able to sell the security at the time or price it desires.

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2006

•   Permitted
o  Not permitted

RELATED TYPES OF RISK	CALIFORNIA TAX FREE BOND	INTERMEDIATE TAX FREE BOND	NEW YORK TAX FREE BOND
credit, interest rate, market, prepayment	•	•	•
credit, currency, liquidity, political	• Domestic   only	• Domestic   only	• Domestic   only
credit, currency, interest rate, liquidity, market, political	•	•	•
currency, extension, interest rate, leverage, liquidity, market, political, prepayment	•	•	•
credit, interest rate, liquidity, market, valuation	•	•	•
credit	•	•	•
credit	• 1	• 1	• 1
credit, currency, interest rate, leverage, market, political	•	•	•
credit, interest rate, leverage, liquidity, market, valuation	•	•	•
credit, interest rate, market, natural event, political	•	•	•
interest rate	•	•	•
credit, currency, interest rate, liquidity, market, political, valuation	•	•	•

 

Market risk The risk that when the market as a whole declines, the value of a specific investment will decline proportionately. This systematic risk is common to all investments and the mutual funds that purchase them.

Natural event risk The risk a natural disaster, such as a hurricane or similar event, will cause severe economic losses and default in payments by the issuer of the security.

Political risk The risk governmental policies or other political actions will negatively impact the value of the investment.

Prepayment risk The risk declining interest rates will result in unexpected prepayments, causing the value of the investment to fall.

Valuation risk The risk the estimated value of a security does not match the actual amount that can be realized if the security is sold.

1   All forms of borrowing (including securities lending and reverse repurchase agreements) are limited in the aggregate and may not exceed 33-1/3% of the fund’s total assets.

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41

Risk and Reward Elements for the Funds

This table discusses the main elements that make up each Fund’s overall risk and reward characteristics. It also outlines each Fund’s policies toward various investments, including those that are designed to help certain Funds manage risk.

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD
Market conditions
• Each Fund’s share price, yield and total return will fluctuate in response to bond market movements • The value of most bonds will fall when interest rates rise; the longer a bond’s maturity and the lower its credit quality, the more its value typically falls • Adverse market, economic, political or other conditions may from time to time cause a Fund to take temporary defensive positions that are inconsistent with its principal investment strategies and may hinder a Fund from achieving its investment objective • Asset-backed securities (securities representing an interest in, or secured by, a pool of mortgages or other assets such as receivables) could generate capital losses or periods of low yields if they are paid off substantially earlier or later than anticipated • Each Fund is non-diversified, which means that a relatively high percentage of the Fund’s assets may be invested in a limited number of issuers. Therefore, its performance may be more vulnerable to changes in the market value of a single issuer or a group of issuers	• Bonds have generally outperformed money market investments over the long term, with less risk than stocks • Most bonds will rise in value when interest rates fall • Asset-backed securities and direct mortgages can offer attractive returns	• Under normal circumstances each Fund plans to remain fully invested in accordance with its policies and may invest uninvested cash in affiliated money market funds • The Funds seek to limit risk and enhance total return or yields through careful management, sector allocation, individual securities selection and duration management • During severe market downturns, the Funds have the option of investing up to 100% of assets in high - quality short-term securities instruments • The adviser monitors interest rate trends, as well as geographic and demographic information related to mortgage prepayments

 

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2006

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK  AND REWARD
Credit quality
• The default of an issuer would leave a Fund with unpaid interest or principal • Junk bonds (those rated BB, Ba or lower) have a higher risk of default, tend to be less liquid and may be more difficult to value	• Investment-grade bonds have a lower risk of default • Junk bonds offer higher yields and higher potential gains	• Each Fund maintains its own policies for balancing credit quality against potential yields and gains in light of its investment goals • The adviser develops its own ratings of unrated securities and makes a credit quality determination for unrated securities
When-issued and delayed delivery securities
• When a Fund buys securities before issue or for delayed delivery, it could be exposed to leverage risk if it does not segregate liquid assets	• A Fund can take advantage of attractive transaction opportunities	• Each Fund segregates liquid assets to offset leverage risk
Management choices
• A Fund could underperform its benchmark due to its sector, securities or duration choices	• A Fund could outperform its benchmark due to these same choices	• The adviser focuses its active management on those areas where it believes its commitment to research can most enhance returns and manage risks in a consistent way

 

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Risk and Reward Elements for the Funds

CONTINUED

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK  AND REWARD
Derivatives*
• Derivatives such as futures, options, swaps and forward foreign currency contracts1 that are used for hedging the portfolio or specific securities may not fully offset the underlying positions and this could result in losses to the Funds that would not have otherwise occurred • The Funds may have difficulty exiting a derivatives position • Derivatives used for risk management may not have the intended effects and may result in losses or missed opportunities • The counterparty to a derivatives contract could default • Certain types of derivatives involve costs to the Funds which can reduce returns • Derivatives that involve leverage could magnify losses • Derivatives used for non-hedging purposes could cause losses that exceed the original investment • Derivatives may, for tax purposes, affect the character of gain and loss realized by the Funds, accelerate recognition of income to the Funds, affect the holding period of the Fund’s assets and defer recognition of certain of the Fund’s losses	• Hedges that correlate well with underlying positions can reduce or eliminate losses at low cost • A Fund could make money and protect against losses if management’s analysis proves correct • Derivatives that involve leverage could generate substantial gains at low cost	• The Funds use derivatives, such as futures, options, swaps and forward foreign currency contracts for hedging and for risk management (i.e., to adjust duration or yield curve exposure, or to establish or adjust exposure to particular securities, markets, or currencies); risk management may include management of a Fund’s exposure relative to its benchmark • The Funds only establish hedges that they expect will be highly correlated with underlying positions • The Intermediate Tax Free Bond and the New York Tax Free Bond Fund may use derivatives to increase income or gain • While the Funds may use derivatives that incidentally involve leverage, they do not use them for the specific purpose of leveraging their portfolios

 

* The Funds are not subject to registration or regulation as a “commodity pool operator” as defined in the Commodity Exchange Act because the Funds have claimed an exclusion from that definition.

1 A futures contract is an agreement to buy or sell a set quantity of an underlying instrument at a future date, or to make or receive a cash payment based on changes in the value of a securities index. An option is the right to buy or sell a set quantity of an underlying instrument at a predetermined price. A swap is a privately negotiated agreement to exchange one stream of payments for another. A forward foreign currency contract is an obligation to buy or sell a given currency on a future date and at a set price.

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2006

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK  AND REWARD
ETFs and other investment companies
• If a Fund invests in shares of another investment company, shareholders would bear not only their proportionate share of the Fund’s expenses, but also similar expenses of the investment company •  The price movement of an ETF may not track the underlying index, market, sector, regions or industries and may result in a loss.	• Helps to manage smaller cash flows •  Investing in ETFs offers instant exposure to an index or a broad range of markets, sectors, geographic regions and industries	• Absent an exemptive order of the Securities and Exchange Commission (the “SEC”), a Fund’s investments in other investment companies, including ETFs, are subject to the percentage limitations of the Investment Company Act of 1940 (“1940 Act”)2 •  A SEC exemptive order granted to various iShares funds (which are ETFs) and their investment adviser permits a Fund to invest beyond the 1940 Act limits, subject to certain terms and conditions, including a finding of t he Bo a rd of Trustees that the advisory fees charged by the adviser are for services that are in addition to, and not duplicative of, the advisory services provided to those ETFs •  A SEC exemptive order permits a Fund to invest it s uni n vested cash, up to 25% of its assets, in one or more affiliated money market funds if the adviser waives and/or reimburses its advisory fee from the Fund in an amount sufficient to offset any doubling up of investment advisory, shareholder servicing and administrative fees

 

² Under the 1940 Act, a Fund may not own more than 3% of the outstanding voting stock of another investment company. Additionally, a Fund’s aggregate investments in other investment companies are restricted as follows: no more than 5% of the Fund’s total assets when the Fund invests in another investment company; and no more than 10% of its total assets when the Fund invests in two or more investment companies.

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Risk and Reward Elements for the Funds

CONTINUED

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK  AND REWARD
Securities lending 3
• When a Fund lends a security, there is a risk that the loaned securities may not be returned if the borrower defaults • The collateral will be subject to the risks of the securities in which it is invested	• A Fund may enhance income through the investment of the collateral received from the borrower	• The adviser maintains a list of approved borrowers • The Funds receive collateral equal to at least 100% of the current value of securities loaned plus acc r ued interest • The lending agents indemnify a Fund against borrower default • The adviser’s collateral investment guidelines limit the quality and duration of collateral investment to minimize losses • Upon recall, the borrower must return the securities loaned within the normal settlement period
Illiquid holdings
• A Fund could have difficulty valuing these holdings precisely • A Fund could be unable to sell these holdings at the time or price desired	• These holdings may offer more attractive yields or potential growth than comparable widely traded securities	• No Fund may invest more than 15% of net assets in illiquid holdings • To maintain adequate liquidity to meet redemptions, each Fund may hold investment-grade short-term securities (including repurchase agreements and reverse repurchase agreements) and, for temporary or extraordinary purposes, may borrow from banks up to 33-1/3% of the value of its total assets or draw on a line of credit
Short-term trading
• Increased trading would raise a Fund’s transaction costs • Increased short-term capital gains distributions would raise shareholders’ income tax liability	• A Fund could realize gains in a short period of time • A Fund could protect against losses if a bond is overvalued and its value later falls	• A Fund may use short-term trading to take advantage of attractive or unexpected opportunities or to meet demands generated by shareholder activity

 

3 Although each of the Funds is authorized to engage in securities lending, none of the Funds currently does so.

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46

Legal Proceedings Relating to Banc One Investment
Advisors Corporation and Certain of its Affiliates

Except as indicated in Appendix A to this prospectus, none of the actions described below allege that any unlawful activity took place with respect to any Fund whose shares are offered in this prospectus.

On July 1, 2004, Bank One Corporation, the former corporate parent of the One Group Dealer Services, Inc., One Group Administrative Services, Inc. and Banc One Investment Advisors Corporation (BOIA), the investment adviser to the former One Group Funds, merged into JPMorgan Chase. As a consequence of the merger, on that date, the Distributor, the Administrator and BOIA became affiliates of both JPMIM and JPMorgan Chase Bank N.A. JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.) (JPMDS) and JPMorgan Funds Management, Inc. (formerly One Group Administrative Services, Inc.) became the distributor and administrator, respectively, of the JPMorgan Funds effective February 19, 2005.

Prior to becoming an affiliate of JPMorgan Chase, on June 29, 2004, BOIA entered into agreements with the Securities and Exchange Commission (SEC) and the New York Attorney General (NYAG) in resolution of investigations conducted by the SEC and the NYAG into market timing of certain mutual funds advised by BOIA, possible late trading of certain of these funds and related matters. In this connection, BOIA or its affiliates agreed to pay disgorgement and a civil money penalty in an aggregate amount of $50 million. The settlement agreement with the NYAG also require d BOIA to reduce its management fee for certain series of One Group Mutual Funds, in an aggregate amount of approximately $8 million annually over five years commencing September 2004. In addition, BOIA has agreed to and has commenced implementation of undertakings relating to, among other things, governance and compliance initiatives.

In addition to the matters involving the SEC and NYAG, various lawsuits have been filed against BOIA, certain current trustees of the Funds and certain former trustees of One Group Mutual Funds and various affiliates of BOIA, including JPMDS. In addition, the West Virginia Securities Commissioner entered a cease and desist order. The lawsuits and the cease and desist order generally relate to the same facts that were the subject of the SEC order and NYAG settlement discussed above. These actions seek, among other things, compensatory damages, restitution, disgorgement of unjustly earned profits, punitive damages, removal of certain current trustees of the Funds and certain former trustees of One Group Mutual Funds, removal of the One Group Mutual Funds’ investment advisers (e.g., BOIA) and distributor (i.e., JPMDS), rescission of the distribution and service plans adopted under Rule 12b-1 of the Investment Company Act of 1940, and attorneys’ fees. In February 2004, these cases were transferred to the United States District Court for the District of Maryland for consolidated or coordinated pretrial case management. On November 3, 2005, the district court ruled that all claims in the consolidated amended class action com plaint against One Group Mutual Funds would be dismissed. The court also ruled that certain claims in that complaint and in the consolidated amended fund derivative complaint against other defendants would be dismissed. On March 1, 2006, the district court entered an order implementing these rulings, in which it dis missed certain claims against BOIA and its affiliates, all claims against One Group Mutual Funds, and all claims but one against the Trustees and former Trustees. On May 30, 2006, the district court ruled that the remaining claim against the Trustees and former Trustees is to be dismissed as well.

BOIA is now known as JPMorgan Investment Advisors Inc.

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47

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 repre sent 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, except as noted, whose reports, along with each Fund’s financial statements, are included in the representative Fund’s annual report, which is available upon request.

Class A

	Per share operating performance
			Investment operations								Distributions
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations		Net investment income			Net realized gains			Total distributions
California Tax Free Bond Fund
September 1, 2005 to February 28, 2006 (h)	$	10.48	$	0.18			$(0.0 8	)		$0. 10	$	(0.18	)	$	(0.02	)		$(0.20	)
Year Ended August 31, 2005		10.77		0.37			(0.14	)		0.23		(0.36	)		(0.16	)		(0.52	)
Year Ended August 31, 2004		10.80		0.37			0.22			0.59		(0.38	)		(0.24	)		(0.62	)
Year Ended August 31, 2003		11.07		0.39			(0.22	)		0.17		(0.40	)		(0.04	)		(0.44	)
September 10, 2001(a) to August 31, 2002		10.90		0.40			0.17			0.57		(0.40	)		—			(0.40	)
Intermediate Tax Free Bond Fund
September 1, 2005 to February 28, 2006 (h)		10.94		0.20			(0.14	)		0.06		(0.19	)		(0.04	)		(0.23	)
Year Ended August 31, 2005		11.11		0.39			(0.13	)		0.26		(0.39	)		(0.04	)		(0.43	)
December 31, 2003(a) to August 31, 2004		11.10		0.27	(b)		0.01			0.28		(0.27	)		—			(0.27	)
New York Tax Free Bond Fund
September 1, 2005 to February 28, 2006 (h)		7.19		0.12			(0.10	)		0.02		(0.12	)		(0.01	)		(0.13	)
Year Ended August 31, 2005		7.40		0.25			(0.12	)		0.13		(0.23	)		(0.11	)		(0.34	)
Year Ended August 31, 2004		7.35		0.25			0.15			0.40		(0.24	)		(0.11	)		(0.35	)
Year Ended August 31, 2003		7.45		0.26	(b)		(0.10	)		0.16		(0.26	)		—	(c)		(0.26	)
Year Ended August 31, 2002		7.37		0.26	(b)		0.10			0.36		(0.27	)		(0.01	)		(0.28	)
February 16, 2001(a) to August 31, 2001		7.22		0.15			0.15			0.30		(0.15	)		—			(0.15	)

 

(a) Commencement of offering of class of shares.

(b) Calculated based upon average shares outstanding.

(c) Amount less than $0.01.

(d) Not annualized for periods less than one year.

(e) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

(f) Annualized for periods less than one year.

(g) Due to the size of net assets and fixed expenses, ratios may appear disproportionate with other classes.

(h) Effective February 28, 2006, the Fund has changed its fiscal year end from August 31 to the last day of February.

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P R O S P E C T U S JULY 1

2006

					Ratios/Supplemental data
						Ratios to average net assets (f)
Net asset value, end of period	Total return (excludes sales charge) (d) (e)			Net assets end of period (000’s)		Net expenses			Net investment income (loss)			Expenses without waivers, reimbursements and earnings credits			Portfolio turnover rate (d)
$10.38		0.91	%	$	13,372		0.60	%		3.50	%		1.09	%		4	%
10.48		2.21			14,547		0.60			3.47			1.12			40
10.77		5.62			17,070		0.60			3.47			1.19			43
10.80		1.51			22,000		0.60			3.56			1.16			49
11.07		5.33			23,000		0.60			3.70			1.23			65
10.77		0.53			57,348		0.75			3.62			0.94			6
10.94		2.35			60,474		0.75			3.56			0.97			28
11.11		2.55			726		0.73			3.52			9.03	(g)		65
7.08		0.24			59,428		0.75			3.34			0.97			5
7.19		1.84			64,005		0.75			3.18			1.04			25
7.40		5.57			84,997		0.75			3.32			1.12			30
7.35		2.15			88,000		0.75			3.45			1.07			38
7.45		5.06			107,000		0.75			3.58			1.09			75
7.37		4.26			117,000		0.75			4.10			1.21			33

 

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49

Financial Highlights

CONTINUED

Class B

	Per share operating performance
			Investment operations								Distributions
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations		Net investment income			Net realized gains			Total distributions
Intermediate Tax Free Bond Fund
September 1, 2005 to February 28, 2006 ( h )	$	10.79	$	0.16			$(0.1 3	)		$0.0 3	$	(0.16	)	$	(0.04	)		$(0.20	)
Year Ended August 31, 2005		10.98		0.31			(0.15	)		0.16		(0.31	)		(0.04	)		(0.35	)
December 31, 2003(a) to August 31, 2004		11.10		0.21	(b)		(0.12	)		0.09		(0.21	)		—			(0.21	)
New York Tax Free Bond Fund
September 1, 2005 to February 28, 2006 ( h )		7.20		0.10			(0.1 0	)		—		(0.10	)		(0.01	)		(0.11	)
Year Ended August 31, 2005		7.41		0.19			(0.12	)		0.07		(0.17	)		(0.11	)		(0.28	)
Year Ended August 31, 2004		7.36		0.20			0.15			0.35		(0.19	)		(0.11	)		(0.30	)
Year Ended August 31, 2003		7.46		0.20	(b)		(0.10	)		0.10		(0.20	)		—	(c)		(0.20	)
Year Ended August 31, 2002		7.38		0.21	(b)		0.08			0.29		(0.20	)		(0.01	)		(0.21	)
February 16, 2001(a) to August 31, 2001		7.22		0.12			0.16			0.28		(0.12	)		—			(0.12	)

 

(a) Commencement of offering of class of shares.

(b) Calculated based upon average shares outstanding.

(c) Amount less than $0.01.

(d) Not annualized for periods less than one year.

(e) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

(f) Annualized for periods less than one year.

(g) Due to the size of net assets and fixed expenses, ratios may appear disproportionate with other classes.

( h ) Effective February 28, 2006, the Fund has changed its fiscal year end from August 31 to the last day of February.

JPMORGAN TAX FREE FUNDS

50

P R O S P E C T U S JULY 1

2006

					Ratios/Supplemental data
						Ratios to average net assets (f)
Net asset value, end of period	Total return (excludes sales charge) (d)(e)			Net assets end of period (000’s)		Net expenses			Net investment income (loss)			Expenses without waivers reimbursements and earnings credits			Portfolio turnover rate (d)
$10.62		0.20	%	$	10,023		1.43	%		3.01	%		1.44	%		6	%
10.79		1.47			10,845		1.43			2.95			1.43			28
10.98		0.85			22		1.50			2.86			13.40	(g)		65
7.09		(0.10	)		16,125		1.47			2.62			1.47			5
7.20		1.08			18,416		1.50			2.42			1.53			25
7.41		4.73			22,699		1.55			2.52			1.62			30
7.36		1.34			25,037		1.55			2.64			1.57			38
7.46		4.08			21,000		1.57			2.74			1.59			75
7.38		3.91			12,000		1.64			3.21			1.72			33

 

JPMORGAN TAX FREE FUNDS

51

Financial Highlights

CONTINUED

Class C

	Per share operating performance
			Investment operations								Distributions
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations		Net investment income			Net realized gains			Total distributions
California Tax Free Bond Fund
September 1, 2005 to February 28, 2006 ( h )	$	10.44	$	0.16		$	(0.09	)	$	0.07	$	(0.15	)	$	(0.02	)	$	(0.17	)
February 18, 2005(a) to August 31, 2005		10.55		0.17			(0.09	)		0.08		(0.19	)		—			(0.19	)
Intermediate Tax Free Bond Fund
September 1, 2005 to February 28, 2006 ( h )		10.77		0.16			(0.1 3	)		0.0 3		(0.16	)		(0.04	)		(0.20	)
Year Ended August 31, 2005		11.01		0.31			(0.19	)		0.12		(0.32	)		(0.04	)		(0.36	)
December 31, 2003(a) to August 31, 2004		11.10		0.21	(b)		(0.09	)		0.12		(0.21	)		—			(0.21	)
New York Tax Free Bond Fund
September 1, 2005 to February 28, 2006 ( h )		7.19		0.09			(0. 09	)		—		(0.10	)		(0.01	)		(0.11	)
Year Ended August 31, 2005		7.41		0.18			(0.11	)		0.07		(0.18	)		(0.11	)		(0.29	)
Year Ended August 31, 2004		7.36		0.19			0.16			0.35		(0.19	)		(0.11	)		(0.30	)
January 31, 2003(a) to August 31, 2003		7.46		0.10	(b)		(0.09	)		0.01		(0.11	)		—	(c)		(0.11	)

 

(a) Commencement of offering of class of shares.

(b) Calculated based upon average shares outstanding.

(c) Amount less than $0.01.

(d) Not annualized for periods less than one year.

(e) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

(f) Annualized for periods less than one year.

( g ) Due to the size of net assets and fixed expenses, ratios may appear disproportionate with other classes.

( h ) Effective February 28, 2006, the Fund has changed its fiscal year end from August 31 to the last day of February.

JPMORGAN TAX FREE FUNDS

52

P R O S P E C T U S    JULY 1

2006

					Ratios/Supplemental data
						Ratios to average net assets (f)
Net asset value, end of period	Total return (excludes sales charge) (d)(e)			Net assets end of period (000’s)		Net expenses			Net investment income (loss)			Expenses without waivers reimbursements and earnings credits			Portfolio turnover rate (d)
$10.34		0.68	%	$	147		1.10	%		2.99	%		1.59	%		4	%
10.44		0.76			107		1.10			2.89			1.53			40
10.6 0		0.23			2,508		1.43			3.00			1.44			6
10.77		1.05			1,774		1.45			2.82			2.21			28
11.01		1.13			82		1.50			2.83			14.81	( g )		65
7.08		(0.10	)		2,197		1.47			2.61			1.47			5
7.19		1.00			2,032		1.50			2.42			1.53			25
7.41		4.73			1,922		1.55			2.52			1.61			30
7.36		0.17			2,000		1.55			2.40			1.57			38

 

JPMORGAN TAX FREE FUNDS

53

Appendix A—Legal Proceedings and
Additional Fee and Expense Information

LEGAL PROCEEDINGS AND ADDITIONAL FEE AND EXPENSE INFORMATION AFFECTING FUNDS THAT
ACQUIRED ASSETS FROM A FORMER SERIES OF ONE GROUP MUTUAL FUNDS

On February 18, 2005, one or more of the Funds offered in this prospectus acquired the assets and liabilities of a series of One Group Mutual Funds (now known as JPMorgan Trust II). As a result of that acquisition of assets and liabilities, the following disclosure is applicable to any Fund that acquired the assets and liabilities of a series of One Group Mutual Funds.

In addition to the matters involving the Securities and Exchange Commission (SEC) and New York Attorney General (NYAG) discussed in “Legal Proceedings Relating to Banc One Investment Advisors Corporation and Certain of its Affiliates”, over 20 lawsuits have been filed by private plaintiffs and one lawsuit has been filed by the West Virginia Attorney General in connection with these circumstances in various state and federal courts around the country. These actions have been 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 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.

These actions name as defendants, among others, Banc One Investment Advisors Corporation (BOIA), Bank One Corporation and JPMorgan Chase & Co. (the former and current corporate parent of BOIA), the Distributor, One Group Services Company (the former distributor of One Group Mutual Funds), certain officers of One Group Mutual Funds and BOIA, certain current Trustees of the Funds and certain former Trustees of One Group Mutual Funds. 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 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 One Group Mutual Funds’ investment advisers and the Distributor, rescission of the distribution and service plans adopted under Rule 12b-1 of the 1940 Act, and attorneys’ fees.

On November 3, 2005, the district court ruled that all claims in the consolidated amended class action com plaint against One Group Mutual Funds would be dismissed. The court also ruled that certain claims in that complaint and in the consolidated amended fund derivative complaint against other defendants would be dismissed. On March 1, 2006, the district court entered an order implementing these rulings, in which it dis missed certain claims against BOIA and its affiliates, all claims against One Group Mutual Funds, and all claims but one against the Trustees and former Trustees. On May 2, 2006, the West Virginia Attorney General voluntarily dismissed its suit. On May 30, 2006, the district court ruled that the remaining claim against the Trustees and former Trustees is to be dismissed as well.

In addition to the lawsuits described above, on August 30, 2005, the Commissioner of the West Virginia Securities Division entered a Summary Cease and Desist Order and Notice of Right to Hearing with respect to JPMorgan Investment Advisors Inc. and JPMorgan Chase & Co. The order focuses on conduct characterized as market timing and violations of West Virginia securities laws. The order generally relates to the same facts that were the subject of the SEC Order and NYAG settlement discussed above.

It is possible that these matters, the SEC and NYAG settlements, and/or related developments may result in increased redemptions of any Fund that acquired the assets and liabilities of a series of One Group Mutual Funds and reduced sales of such Fund’s shares, which could result in increased costs and expenses and otherwise adversely affect any such Fund.

JPMORGAN TAX FREE FUNDS

54

P R O S P E C T U S    JULY 1

2006

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 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 Fund and other fees and expenses of the Fund. 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 Fund and JPMIM and/or its affiliates, as applicable. The affected Fund offered in this prospectus is not subject to a Reduced Rate.

Fund	Class	Net Expense Ratio			Gross Expense Ratio
JPMorgan Intermediate Tax Free Bond Fund	A		0.75	%		0.9 4	%
	B		1.43			1.4 4
	C		1.43			1.44

 

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 J ul y 1, 2006 and, with respect to Class A Shares, also on August 1, 2006 , 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;

•  There is no sales charge (load) on reinvested dividends ;

JPMORGAN TAX FREE FUNDS

55

Appendix A—Legal Proceedings and
Additional Fee and Expense Information

CONTINUED

•  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 Fund 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.”

For Class A and Class C shares, the numbers shown in the table are for “with and without redemption” except that the numbers shown for Class C shares for the period ending June 30, 2007 assume no redemption.

Your actual costs may be higher or lower than those shown.

JPMorgan Intermediate Tax Free Bond Fund

	Class A1											Class C 2
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return			Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30 , 2007	$	523		0 . 28	%		–0 . 4 4	%		–0.44	%	$	1 46		5 . 00	%		3 . 57	%		3.5 7	%
June 30 , 2008		9 5		5 . 29			3 . 60			4.0 6			15 2		10.25			7.26			3.56
June 30 , 2009		99		10.55			7 . 81			4.0 6			1 57		15.76			11.08			3.56
June 30 , 2010		1 0 3		16.08			1 2 . 1 8			4.0 6			16 3		21.55			15.03			3.56
June 30 , 2011		1 08		21.88			1 6 . 74			4.0 6			1 69		27.63			19.12			3.56
June 30 , 2012		11 2		27.98			2 1 .48			4.0 6			1 75		34.01			23.37			3.56
June 30 , 2013		1 17		34.38			26 . 41			4.0 6			18 1		40.71			27.76			3.56
June 30 , 2014		12 1		41.10			3 1 . 54			4.0 6			1 87		47.75			32.31			3.56
June 30 , 2015		1 26		48.15			36 . 88			4.0 6			194		55.13			37.02			3.56
June 30, 2016		131		55.56			42.44			4.06			201		62.89			41.89			3.5 6

 

1 Reflects a 4.50% Class A Sales Charge in effect until August 1, 2006.

2 The disclosure and numbers for Class C Shares shown above assume that the shareholder did not redeem the shares. With redemption, the numbers for Class C shares for the first year (period ended June 3 0 , 200 7 ) would be as follows:

Annual Costs	Gross Cumulative Return			Net Cumulative Return			Net Annual Return
$246		4.00	%		2.57	%		2.57	%

 

JPMorgan Intermediate Tax Free Bond Fund

	Class A 1
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
July 31, 2007		$449		1.06	%		0.34	%		0.34	%
July 31, 2008		$96		6.12	%		4.41	%		4.06	%
July 31, 2009		$100		11.42	%		8.65	%		4.06	%
July 31, 2010		$104		16.99	%		13.07	%		4.06	%
July 31, 2011		$108		22.84	%		17.66	%		4.06	%
July 31, 2012		$113		28.98	%		22.43	%		4.06	%
July 31, 2013		$117		35.43	%		27.40	%		4.06	%
July 31, 2014		$122		42.21	%		32.58	%		4.06	%
July 31, 2015		$127		49.32	%		37.96	%		4.06	%
July 31, 2016		$132		56.78	%		43.56	%		4.06	%

 

JPMORGAN TAX FREE FUNDS

56

P R O S P E C T U S    JULY 1

2006

1 Reflects a 3.75% Class A Sales Charge in effect for purchases made on or after August 1, 2006.

	Class B1
	Annual Costs				Gross Cumulative Return						Net Cumulative Return						Net Annual Return
Period Ended	Without Redemption		With Redemption2		Without Redemption			With Redemption2			Without Redemption			With Redemption2			Without Redemption			With Redemption2
June 30 , 2007		$1 46		$ 646		5.00	%		0.00	%		3.57	%		–1.43	%		3.57	%		–1.43	%
June 30 , 2008		15 2		552		10.25			6.25			7.26			3.26			3.56			–0.30
June 30 , 2009		1 57		4 57		15.76			12.76			11.08			8.08			3.56			0.76
June 30 , 2010		16 3		463		21.55			18.55			15.03			12.03			3.56			0.86
June 30 , 2011		1 69		369		27.63			25.63			19.12			17.12			3.56			1.82
June 30 , 2012		1 75		275		34.01			33.01			23.37			22.37			3.56			2.72
June 30 , 2013		18 1		18 1		40.71			40.71			27.76			27.76			3.56			3.56
June 30 , 2014		1 87		1 87		47.75			47.75			32.31			32.31			3.56			3.56
June 30 , 20 1 5		1 27		1 27		55.13			55.13			37.6 8			37.68			4.06			4.06
June 30, 2016		1 32		132		62.89			62.89			43.27			43.27			4.06			4.06

 

1 Class B Shares automatically convert to Class A Shares after eight years.

2 The “With Redemption” numbers for each period assume that the shareholder redeemed at the end of the period stated and did not redeem in prior periods.

JPMORGAN TAX FREE FUNDS

57

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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. That 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 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- 551 -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 No. 811-21295

©JPMorgan Chase & Co. All Rights Reserved. July 2006.

PR-TFABC-706

PROSPECTUS JULY 1, 2006

JPMorgan

Tax Free

Funds

Select Class Shares

JPMorgan California Tax Free Bond Fund
JPMorgan Intermediate Tax Free Bond Fund
JPMorgan New York Tax Free Bond 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

Fund Summaries: Investments, Risk & Performance	1
JPMorgan California Tax Free Bond Fund	1
JPMorgan Intermediate Tax Free Bond Fund	7
JPMorgan New York Tax Free Bond Fund	13
The Funds’ Management and Administration	19
Additional Compensation to Financial Intermediaries	20
How to Do Business with the Funds	21
Purchasing Fund Shares	21
Networking and Sub-Transfer Agency Fees	25
Exchanging Fund Shares	25
Redeeming Fund Shares	25
Shareholder Information	2 8
Distributions and Taxes	2 8
Shareholder Statements and Reports	2 9
Availability of Proxy Voting Record	30
Portfolio Holdings Disclosure	30
Investments	3 2
Risk and Reward Elements	3 4
Legal Proceedings Relating to Banc One
Investment Advisors Corporation and
Certain of its Affiliates	3 9
Financial Highlights	40
Appendix A—Legal Proceedings and
Additional Fee and Expense Information	4 2
How To Reach Us	Back cover

 

FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

JPMorgan
    California Tax Free Bond Fund
    (formerly JPMorgan California Bond Fund)

Risk/Return Summary

For a more detailed discussion of the Fund’s investments and main risks, as well as Fund strategies, please see pages 32–3 8 .

The Fund’s Objective

The Fund seeks to provide high after-tax total return for California residents consistent with moderate risk of capital.

The Fund’s Main Investment Strategy

As a fundamental policy, the Fund normally invests at least 80% of the value of its Assets in municipal securities, the income from which is exempt from federal and state personal income taxes for California residents and not subject to the federal alternative minimum tax on individuals. “Assets” means net assets, plus the amount of borrowings for investment purposes. The Fund seeks investments that also provide high current income. Municipal securities in which the Fund can invest include those issued by the State of California, its political subdivisions, as well as Puerto Rico, other U.S. territories and their political subdivisions. Because the Fund’s objective is high after-tax total return rather than high tax-exempt income, the Fund may invest to a limited extent in securities of other states or territories. To the extent that the Fund invests in municipal securities of other states, the income from such securities would be free from federal personal income taxes for California residents but would be subject to California taxes. For non-California residents, the income from California municipal securities may also be subject to state and local taxes in their jurisdiction of residence .

Derivatives, which are investments that have a value based on another investment, exchange rate or index, may also be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives to help manage duration, sector and yield curve exposure and credit and spread volatility. The Fund may use derivatives to hedge various investments and for risk management.

Under normal circumstances, the Fund reserves the right to invest up to 20% of its Assets in securities that pay interest subject to federal income tax, the federal alternative minimum tax on individuals or California personal income taxes. To temporarily defend the value of its assets during unusual market conditions, the Fund may exceed this limit.

The Fund’s securities may be of any maturity, but under normal circumstances the Fund’s duration will generally range between three and seven years, similar to that of the Lehman California Competitive Intermediate Bond Index (1–17) (also known as the Lehman 1–17 Year California Municipal Bond Index) .

At least 90% of the Fund’s total assets must be invested in securities that, at the time of purchase, are rated investment-grade by Moody’s Investors Service, Inc. (Moody’s), Standard & Poor’s Corporation (S&P) or Fitch Ratings (Fitch). The Fund also may invest in unrated securities of comparable quality. No more than 10% of total assets may be invested in securities rated B or BB.

There may be times when there are not enough municipal securities available to meet the Fund’s needs. On these occasions, the Fund may invest in securities that may be subject to federal income tax.

The Fund may invest in debt securities issued by governmental entities, certain issuers identified with the U.S. government and private issuers.

The Fund may also invest in high-quality, short-term money market instruments and repurchase agreements.

The Fund may invest in shares of exchange-traded funds (ETFs), affiliated money market funds and other investment com panies. An ETF is a registered investment company that seeks to track the performance of a particular market index. These indexes include not only broad-market indexes but more specific indexes as well, including those relating to particular sectors, markets, regions or industries.

JPMORGAN TAX FREE FUNDS

1

JPMorgan
    California Tax Free Bond Fund

CONTINUED

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 non-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.

FREQUENCY OF TRADING

How frequently the Fund buys and sells securities will vary from year to year, depending on market conditions.

Investment Process

In managing the Fund, the adviser, JPMIM, seeks to develop an appropriate portfolio by comparing, among other factors, credit quality, yields and call provisions of different municipal issuers, and examining structural changes along the yield curve in an attempt to maximize investment returns while minimizing risk.
    

Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money if you sell when the Fund’s share price is lower than when you invested.

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.

The Fund may not achieve its objective if the adviser’s expectations regarding particular securities or markets are not met.

The principal value of fixed income investments tends to fall when prevailing interest rates rise.

The Fund’s share price and total return will vary in response to changes in interest rates. How the Fund’s performance compares to that of similar funds will depend on the success of the investment process. Because the Fund primarily invests in issuers in the State of California, its performance will be affected by the fiscal and economic health of that state and its municipalities.

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

Since the Fund is non-diversified, it may invest a greater percentage of its assets in a particular issuer or group of issuers than a diversified fund would. This increased concentration in fewer issuers may result in the Fund’s shares being more sensitive to the economic results of those issuing the securities. In addition, more than 25% of the Fund’s total assets may be invested in securities that rely on similar projects for their income stream. As a result, the Fund could be more susceptible to developments that affect those projects.

Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. This could decrease the Fund’s income or hurt its ability to preserve capital and liquidity.

Under some circumstances, municipal obligations might not pay interest unless the state or municipal legislature 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.

Indebtedness of certain issuers identified with the U.S. government whose securities may be held by the Fund, including the well-known Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), is not entitled to the full faith and credit of the United States and is thus subject to the risk of default in the payment of interest and/or principal like the indebtedness of private issuers.

JPMORGAN TAX FREE FUNDS

2

P R O S P E C T U S    JULY 1

2006

The Fund may invest in municipal obligations backed by foreign institutions. This could carry more risk than securities backed by U.S. institutions because of political and economic instability, the imposition of government controls or regulations that do not match U.S. standards.

To the extent that the Fund seeks higher returns by investing in non-investment-grade bonds, often called junk bonds, it takes on additional risks, since these bonds are more sensitive to economic news and their issuers have a less secure financial position.

To the extent the Fund invests in money market instruments, it will bear its ratable share of the expenses of the money market fund which would result in duplicative expenses.

If the Fund invests in shares of another investment company, shareholders would bear not only their proportionate share of the Fund’s expenses, but also similar expenses of the investment company. The price movement of an investment com pany that is an ETF may not track the underlying index and may result in a loss.

Zero-coupon securities are more sensitive to changes in interest rates than ordinary interest-paying securities. As a result, they may be more volatile than other types of investments.

Forward commitments and repurchase agreements involve some risk to the Fund if the other party does not meet its obligation under the agreement.

The Fund may use derivatives in connection with its investment strategies. Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investments and could result in losses that significantly exceed the Fund’s original investment. The use of derivatives for hedging purposes may not be successful, resulting in losses to the Fund, and the cost of hedging may reduce the Fund’s returns.

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

•  want to add an income investment to further diversify a portfolio

•  want an investment whose risk/return potential is higher than that of money market funds but generally less than that of stock funds

•  want an investment that pays monthly dividends

•  want an income that is exempt from federal, state, and local (if applicable) personal income taxes in California

The Fund is not designed for investors who:

•  are investing for aggressive long-term growth

•  require stability of principal

•  are investing through a tax-deferred account such as an IRA

JPMORGAN TAX FREE FUNDS

3

JPMorgan
    California Tax Free Bond 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 Select Class Shares has varied from year to year over the past nine 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 year, five years and life of the Fund. It compares that performance to the Lehman California Competitive Intermediate Bond (1–17 Year) Index, a broad-based securities market index, the Lipper California Intermediate Municipal Funds Index, a broad-based index , and the Lipper California Municipal Debt Funds Index, a broad-based index .

Past performance (before and after taxes) 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 3rd quarter, 2002	4.4 3	%
WORST QUARTER 2nd quarter, 1999	–2.0 2	%

 

The Fund’s year-to-date total return through 3/31/06 was 0.06 %.

* The performance prior to 1/1/98 before Select Class Shares were launched is based on the Institutional Class Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not offered in this prospectus. The Fund commenced operations as of 12/23/96. During these periods, the actual returns of Select Class Shares would have been lower than shown because Select Class Shares have higher expenses than Institutional Class Shares.

1 The Fund’s fiscal year end is the last day of February .

JPMORGAN TAX FREE FUNDS

4

P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5 *^,1

	PAST 1 YEAR		PAST 5 YEARS		LIFE OF FUND
SELECT CLASS SHARES
Return Before Taxes		1.53		3.98		4.69
Return After Taxes on Distributions		1.48		3.73		4.53
Return After Taxes on Distributions and Sale of Fund Shares		2.22		3.83		4.52
LEHMAN CALIFORNIA COMPETITIVE INTERMEDIATE BOND (1–17 Y EAR ) INDEXˆ (Reflects No Deduction for Fees, Expenses or Taxes)		2.46		4.89		5.35
LIPPER CALIFORNIA INTERMEDIATE MUNICIPAL FUNDS INDEX 2, ˆ (Reflects No Deduction for Taxes)		1.70		4.09		4.61
LIPPER CALIFORNIA MUNICIPAL DEBT FUNDS INDEXˆ (Reflects No Deduction for Taxes)		4.10		5.02		5.38

 

* The performance before Select Class Shares were launched on 4/21/97 is based on the Institutional Class Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not offered in this prospectus. The Fund commenced operations as of 12/23/96. During these periods, the actual returns of Select Class Shares would have been lower than shown because Select Class Shares have higher expenses than Institutional Class Shares.

1 The Fund commenced operations on 12/23/96. Performance for the benchmark is from 12/31/96.

2 The Lipper index for the Fund has changed from the Lipper California Municipal Debt Funds Index to the Lipper California Intermediate Municipal Funds Index to provide better comparability between the Fund and other intermediate funds.

ˆ Investors cannot invest directly in an index.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

Investor Expenses for Select Class Shares

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

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM SELECT CLASS ASSETS)

Management Fees	0.30
Distribution (Rule 12b-1) Fees	NONE
Shareholder Service Fees	0.25
Other Expenses1	0.30
Total Annual Operating Expenses	0.85
Fee Waivers and Expense Reimbursements2	( 0.20	)
Net Expenses2	0.6 5

 

1 “Other Expenses” are based on expenses incurred in the most recent fiscal period.

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 that total annual operating expenses of the Select Class Shares (excluding interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.6 5 % of its average daily net assets through 6 /3 0 /0 7 . 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 TAX FREE FUNDS

5

JPMorgan
    California Tax Free Bond Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in Select 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 6 /3 0 /0 7 , and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Select 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)		66		251		452		1,030

 

JPMORGAN TAX FREE FUNDS

6

FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

JPMorgan
    Intermediate Tax Free Bond Fund
    (formerly JPMorgan Intermediate Tax Free Income Fund)

Risk/Return Summary

For a more detailed discussion of the Fund’s investments and main risks, as well as Fund strategies, please see pages 32–3 8 .

The Fund’s Objective

The Fund seeks to provide monthly dividends, which are excluded from gross income, and to protect the value of your investment by investing primarily in municipal obligations. For purposes of the Fund’s investment objective, “gross income” means gross income for federal tax purposes.

The Fund’s Main Investment Strategy

As a fundamental policy, the Fund normally invests at least 80% of the value of its Assets in municipal obligations whose interest payments are excluded from gross income for federal income tax purposes and not subject to the federal alternative minimum tax on individuals. “Assets” means net assets, plus the amount of borrowings for investment purposes.

Derivatives, which are investments that have a value based on another investment, exchange rate or index, may also be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives to help manage duration, sector and yield curve exposure and credit and spread volatility. The Fund may use derivatives to hedge various investments, for risk management and to increase the Fund’s income or gain.

The Fund invests in securities that are rated as investment-grade by Moody’s, S&P or Fitch. It may also invest in unrated securities of comparable quality.

The Fund may invest in debt securities issued by governmental entities, certain issuers identified with the U.S. government and private issuers.

The Fund may also invest in high-quality, short-term money market instruments and repurchase agreements.

The Fund may also invest in zero-coupon securities and forward commitments.

The average dollar weighted maturity of the Fund’s portfolio will be between three and ten years.

Under normal circumstances, the Fund reserves the right to invest up to 20% of its Assets in securities that pay interest subject to federal income tax or the federal alternative minimum tax on individuals. To temporarily defend the value of its assets, the Fund may exceed this limit.

There may be times when there are not enough municipal obligations available to meet the Fund’s needs. On these occasions, the Fund may invest in repurchase agreements or U.S. Treasury securities that may be subject to federal income tax.

The Fund may invest in shares of exchange-traded funds (ETFs), affiliated money market funds and other investment com panies. An ETF is a registered investment company that seeks to track the performance of a particular market index. These indexes include not only broad-market indexes but more specific indexes as well, including those relating to particular sectors, markets, regions or industries.

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 non-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.

JPMORGAN TAX FREE FUNDS

7

JPMorgan
    Intermediate Tax Free Bond Fund

CONTINUED

FREQUENCY OF TRADING

How frequently the Fund buys and sells securities will vary from year to year, depending on market conditions.

Investment Process

In managing the Fund, the adviser, JPMIM, seeks to develop an appropriate portfolio by comparing, among other factors, credit quality, yields and call provisions of different municipal issuers, and examining structural changes along the yield curve in an attempt to maximize investment returns while minimizing risk.
    

Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money if you sell when the Fund’s share price is lower than when you invested.

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. The Fund may not achieve its objective if the adviser’s expectations regarding particular securities or markets are not met.

The principal value of fixed income investments tends to fall when prevailing interest rates rise.

A municipality that gets into financial trouble could find it difficult to make interest and principal payments, which would hurt the Fund’s returns and its ability to preserve capital and liquidity.

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. Under some circumstances, municipal lease obligations might not pay interest unless the state or municipal legislature authorizes money for that purpose.

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

Since some municipal obligations may be secured or guaranteed by banks and other institutions, the risk to the Fund could increase if the banking or financial sector suffers an economic downturn.

The Fund may invest in municipal obligations backed by foreign institutions. This could carry more risk than securities backed by U.S. institutions, because of political or economic instability, the imposition of government controls or regulations that do not match U.S. standards.

Indebtedness of certain issuers identified with the U.S. government whose securities may be held by the Fund, including the well-known Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), is not entitled to the full faith and credit of the United States and is thus subject to the risk of default in the payment of interest and/or principal like the indebtedness of private issuers.

If the Fund invests in shares of another investment company, shareholders would bear not only their proportionate share of the Fund’s expenses, but also similar expenses of the investment company. The price movement of an investment com pany that is an ETF may not track the underlying index and may result in a loss.

Zero-coupon securities are more sensitive to changes in interest rates than ordinary interest-paying securities. As a result, they may be more volatile than other types of investments.

Forward commitments and repurchase agreements involve some risk to the Fund if the other party does not meet its obligation under the agreement.

The Fund may use derivatives in connection with its investment strategies. Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investments and could result in losses that significantly exceed the Fund’s original investment. The use of derivatives for hedging purposes may not be successful, resulting in losses to the Fund, and the cost of hedging may reduce the Fund’s returns. In addition, the Fund may use derivatives for non-hedging purposes which increases the Fund’s potential for loss.

JPMORGAN TAX FREE FUNDS

8

P R O S P E C T U S    JULY 1

2006

Since the Fund is non-diversified, it may invest a greater percentage of its assets in a particular issuer or group of issuers than a diversified fund would. This increased concentration in fewer issuers may result in the Fund’s shares being more sensitive to the economic results of those issuing the securities. In addition, more than 25% of the Fund’s total assets may be invested in securities that rely on similar projects for their income stream. As a result, the Fund could be more susceptible to developments that affect those projects.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

•  want to add an income investment to further diversify a portfolio

•  want an investment whose risk/return potential is higher than that of money market funds, but generally less than that of stock funds

•  want an investment that pays monthly dividends

•  want an income that is exempt from federal personal income taxes

The Fund is not designed for investors who:

•  are investing for aggressive long-term growth

•  require stability of principal

•  are investing through a tax-deferred account such as an IRA

JPMORGAN TAX FREE FUNDS

9

JPMorgan
    Intermediate Tax Free Bond 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 Select Class Shares has varied from year to year over the past ten calendar years. This provides some indi cation 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. It compares that performance to the Lehman Competitive Intermediate (1–17 Year) Maturities Index, a broad-based securities market index, and the Lipper Intermediate Municipal Debt Funds Index, a broad-based index.

Past performance (before and after taxes) 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 3rd quarter, 2002	4.13	%
WORST QUARTER 2nd quarter, 2004	–2.2 3	%

 

The Fund’s year-to-date total return through 3/31/06 was 0.01 %.

* The performance for the period before the Select Class Shares were launched on 1 /1/97 is based on the performance of the Fund’s predecessor, which was a common trust fund. The historical performance of shares of the predecessor common trust fund has been adjusted to reflect the Fund’s expense level (absent reimbursements) that were in place at the time the Fund received the common trust fund assets.

1 The Fund’s fiscal year end is the last day of February .

JPMORGAN TAX FREE FUNDS

10

P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5 *

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
SELECT CLASS SHARES
Return Before Taxes		1.61		4.40		4.83
Return After Taxes On Distribution		1.56		4.28		N/A1
Return After Taxes on Distributions and Sale of Fund Shares		2.44		4.30		N/A1
LEHMAN COMPETITIVE INTERMEDIATE (1–17 YEAR) MATURITIES INDEXˆ
(Reflects No Deduction for Fees, Expenses or Taxes)		2.20		5.00		5.29
LIPPER INTERMEDIATE MUNICIPAL DEBT FUNDS INDEXˆ
(Reflects No Deduction for Taxes)		2.01		4.45		4.62

 

* The performance for the period before the Select Class Shares were launched on 1/1/97 is based on the performance of the Fund’s predecessor, which was a common trust fund. The historical performance of shares of the predecessor com mon trust fund has been adjusted to reflect the Fund’s expense level (absent reimbursements) that were in place at the time the Fund received the common trust fund assets.

1 After-tax returns have not been calculated for the periods prior to 1/1/97, due to different tax and distribution requirements of the predecessor common trust fund.

ˆ Investors cannot invest directly in an index.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

Investor Expenses for Select Class Shares

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

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM SELECT CLASS ASSETS)

Management Fees	0.30
Distribution (Rule 12b-1) Fees	NONE
Shareholder Service Fees	0.25
Other Expenses1	0.14
Total Annual Operating Expenses	0.69
Fee Waivers and Expense Reimbursements2	(0.10	)
Net Expenses2	0.5 9

 

1 “Other Expenses” are based on expenses incurred in the most recent fiscal period.

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 that total annual operating expenses of the Select Class Shares (excluding interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0. 59 % of its average daily net assets through 6 /3 0 /0 7 . 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 TAX FREE FUNDS

11

JPMorgan
    Intermediate Tax Free Bond Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the Select 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 6 /3 0 /0 7 , and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Select 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)		60		211		374		849

 

JPMORGAN TAX FREE FUNDS

12

FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

JPMorgan
    New York Tax Free Bond Fund
    (formerly JPMorgan New York Intermediate Tax Free Income Fund)

Risk/Return Summary

For a more detailed discussion of the Fund’s investments and main risks, as well as Fund strategies, please see pages 32–3 8 .

The Fund’s Objective

The Fund seeks to provide monthly dividends that are excluded from gross income for federal income tax purposes and are exempt from New York State and New York City personal income taxes. It also seeks to protect the value of your investment.

The Fund’s Main Investment Strategy

As a fundamental policy, the Fund normally invests at least 80% of the value of its Assets in municipal obligations whose interest payments are excluded from gross income for federal income tax purposes and exempt from New York State and New York City personal income taxes, and not subject to the federal alternative minimum tax on individuals. “Assets” means net assets, plus the amount of borrowings for investment purposes.

The Fund may invest in municipal obligations issued by the State of New York, its political subdivisions, as well as Puerto Rico, other U.S. territories and their political subdivisions.

Derivatives, which are investments that have a value based on another investment, exchange rate or index, may also be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives to help manage duration, sector and yield curve exposure and credit and spread volatility. The Fund may use derivatives to hedge various investments, for risk management and to increase the Fund’s income or gain.

The Fund invests in securities that are rated as investment grade by Moody’s, S&P or Fitch. It may also invest in unrated securities of comparable quality.

The Fund may invest in debt securities issued by governmental entities, certain issuers identified with the U.S. government and private issuers.

The Fund may also invest in high-quality, short-term money market instruments and repurchase agreements.

The Fund may also invest in zero-coupon securities and forward commitments.

The average dollar weighted maturity of the Fund’s portfolio will be between three and ten years.

Under normal circumstances, the Fund reserves the right to invest up to 20% of its Assets in securities that pay interest subject to federal income tax, the federal alternative minimum tax on individuals or New York State and New York City personal income taxes. To temporarily defend the value of its assets, the Fund may exceed this limit.

There may be times when there are not enough municipal obligations available to meet the Fund’s needs. On these occasions, the Fund may invest in repurchase agreements or U.S. Treasury securities that may be subject to federal income tax.

The Fund may invest in shares of exchange-traded funds (ETFs), affiliated money market funds and other investment com panies. An ETF is a registered investment company that seeks to track the performance of a particular market index. These indexes include not only broad-market indexes but more specific indexes as well, including those relating to particular sectors, markets, regions or industries.

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 non-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.

JPMORGAN TAX FREE FUNDS

13

JPMorgan
    New York Tax Free Bond Fund

CONTINUED

FREQUENCY OF TRADING

How frequently the Fund buys and sells securities will vary from year to year, depending on market conditions.

Investment Process

In managing the Fund, the adviser, JPMIM, seeks to develop an appropriate portfolio by comparing, among other factors, credit quality, yields and call provisions of different municipal issuers, and examining structural changes along the yield curve in an attempt to maximize investment returns while minimizing risk.
    

Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money if you sell when the Fund’s share price is lower than when you invested.

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.

The Fund may not achieve its objective if the adviser’s expectations regarding particular securities or markets are not met.

The principal value of fixed income investments tends to fall when prevailing interest rates rise.

The Fund invests primarily in New York State and its municipalities and public authorities. If the state, or any of the local government bodies, gets into financial trouble, it could have trouble paying interest and principal. This would hurt the Fund’s returns and its ability to preserve capital and liquidity.

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. Under some circumstances, municipal lease obligations might not pay interest unless the state or municipal legislature authorizes money for that purpose.

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

Since some municipal obligations may be secured or guaranteed by banks and other institutions, the risk to the Fund could increase if the banking or financial sector suffers an economic downturn.

The Fund may invest in municipal obligations backed by foreign institutions. This could carry more risk than securities backed by U.S. institutions because of political or economic instability, the imposition of government controls or regulations that do not match U.S. standards.

Indebtedness of certain issuers identified with the U.S. government whose securities may be held by the Fund, including the well-known Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), is not entitled to the full faith and credit of the United States and is thus subject to the risk of default in the payment of interest and/or principal like the indebtedness of private issuers.

If the Fund invests in shares of another investment company, shareholders would bear not only their proportionate share of the Fund’s expenses, but also similar expenses of the investment company. The price movement of an investment com pany that is an ETF may not track the underlying index and may result in a loss.

Zero-coupon securities are more sensitive to changes in interest rates than ordinary interest-paying securities. As a result, they may be more volatile than other types of investments.

Forward commitments and repurchase agreements involve some risk to the Fund if the other party does not meet its obligation under the agreement.

The Fund may use derivatives in connection with its investment strategies. Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investments and could result in losses that significantly exceed

JPMORGAN TAX FREE FUNDS

14

P R O S P E C T U S    JULY 1

2006

the Fund’s original investment. The use of derivatives for hedging purposes may not be successful, resulting in losses to the Fund, and the cost of hedging may reduce the Fund’s returns. In addition, the Fund may use derivatives for non-hedging purposes which increases the Fund’s potential for loss.

Since the Fund is non-diversified, it may invest a greater percentage of its assets in a particular issuer or group of issuers than a diversified fund would. This increased concentration in fewer issuers may result in the Fund’s shares being more sensitive to the economic results of those issuing the securities. In addition, more than 25% of the Fund’s total assets may be invested in securities that rely on similar projects for their income stream. As a result, the Fund could be more susceptible to developments that affect those projects.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

•  want to add an income investment to further diversify a portfolio

•  want an investment whose risk/return potential is higher than that of money market funds but generally less than that of stock funds

•  want an investment that pays monthly dividends

•  want an income that is exempt from federal, state, and local (if applicable) personal income taxes in New York

The Fund is not designed for investors who:

•  are investing for aggressive long-term growth

•  require stability of principal

•  are investing through a tax-deferred account such as an IRA

JPMORGAN TAX FREE FUNDS

15

JPMorgan
    New York Tax Free Bond 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 Select Class S hares 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. It compares that performance to the Lehman Brothers New York Competitive Intermediate (1–17 Year) Maturities Index, a broad-based securities market index, the Lipper Intermediate Municipal Funds Index, a broad-based index , and the Lipper New York Intermediate Municipal Debt Funds Average, a broad-based index .

Past performance (before and after taxes) 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 2nd quarter, 2002	3.44	%
WORST QUARTER 2nd quarter, 2004	–2. 29	%

 

The Fund’s year-to-date total return through 3/31/06 was –0.26 %.

* The performance of the Fund prior to 1/1/97 is based on the historical performance of the Fund’s predecessor, which was a common trust fund. The historical performance of shares of the predecessor fund has been adjusted to reflect the Fund’s expense levels (absent reimbursements) that were in place at the time the Fund received the common trust fund assets.

1 The Fund’s fiscal year end is the last day of February .

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AVERAGE ANNUAL TOTAL RETURNS (%)
SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5 *

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
SELECT SHARES
Return Before Taxes		0.91		4.06		4.64
Return After Taxes on Distributions		0.89		3.93		N/A1
Return After Taxes on Distributions and Sale of Fund Shares		1.76		3.98		N/A1
LEHMAN BROTHERS NEW YORK COMPETITIVE INTERMEDIATE (1–17 YEAR) MATURITIES INDEXˆ
(Reflects No Deduction for Fees, Expenses or Taxes)		2.18		4.93		5.41
LIPPER INTERMEDIATE MUNICIPAL FUNDS INDEX 2, ˆ (Reflects No Deduction for Taxes)		2.01		4.44		4.62
LIPPER NEW YORK INTERMEDIATE MUNICIPAL DEBT FUNDS AVERAGE ˆ
(Reflects No Deduction for Taxes)		1.33		4.12		4.51

 

* The performance of the Fund prior to 1/1/97 is based on the historical performance of the Fund’s predecessor, which was a common trust fund. The historical performance of shares of the predeces sor fund has been adjusted to reflect the Fund’s expense levels (absent reimbursements) that were in place at the time the Fund received the common trust fund assets .

1 After-tax returns have not been calculated for the periods prior to 1/1/97, due to different tax and distribution requirements of the predecessor common trust fund.

2 The Lipper index for the Fund has changed from the Lipper New York Intermediate Municipal Debt Funds Average to the Lipper Intermediate Municipal Funds Index to provide better comparability between the Fund and other intermediate funds.

ˆ Investors cannot invest directly in an index.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

Investor Expenses for Select Class Shares

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

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM SELECT CLASS ASSETS)

Management Fees	0.30
Distribution (Rule 12b-1) Fees	NONE
Shareholder Service Fees	0.25
Other Expenses1	0.18
Total Annual Operating Expenses	0.73
Fee Waivers and Expense Reimbursements2	(0.01	)
Net Expenses2	0.7 2

 

1 “Other Expenses” are based on expenses incurred in the most recent fiscal period.

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 that total annual operating expenses of the Select Class Shares (excluding interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.7 2 % of its average daily net assets through 6 /3 0 /0 7 . 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
    New York Tax Free Bond Fund

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Example

The example below is intended to help you compare the cost of investing in Select 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 6 /3 0 /0 7 , and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Select 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)		74		232		405		906

 

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The Funds’ Management and Administration

Each Fund is a series of JPMorgan Trust I, a Delaware statutory trust (Trust) . The T rust is governed by trustees who are responsible for overseeing all business activities of the Funds.

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 securities 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 issue other classes of shares that have different expense levels and performance and different requirements for who may invest. Call 1-800-480-4111 for more information concerning all of the Funds’ other share classes. A Financial Intermediary 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 is the investment adviser to the Funds and makes the day-to-day investment decisions for the Funds. JPMIM is located at 245 Park Avenue, New York, NY 10167 .

JPMIM is a wholly-owned subsidiary of JPMorgan 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 2/28/06 , the adviser was paid management fees (net of waivers), as shown below as a percentage of average daily net assets:
    

FUND	%
California Tax Free Bond Fund		0.12
Intermediate Tax Free Bond Fund		0.30
New York Tax Free Bond Fund		0.30

 

A discussion of the basis the Board of Trustees of JPMorgan Trust I used in reapproving the investment advisory agreement for the Funds is available in the shareholder report for the period ended August 31 , 200 5 .

Portfolio Managers

The Funds are managed by portfolio managers teamed with research analysts. The portfolio managers work together to establish general duration, sector and yield curve strategies for the Funds. The research analysts provide individual security and sector recommendations regarding their area of focus, while the portfolio managers select and allocate individual securities in a manner designed to meet the investment objectives of the Funds.

JPMorgan California Tax Free Bond Fund and JPMorgan New York Tax Free Bond Fund. David Sivinski, CFA, is the lead portfolio manager responsible for the day- to-day management of the JPMorgan California Tax Free Bond Fund and the JPMorgan New York Tax Free Bond Fund since April, 2005 and March, 2005, respectively. In addition to his role at JPMIM, Mr. Sivinski has worked at JPMorgan Investment Advisors, an affiliate of JPMIM since 1992. Mr. Sivinski coordinates municipal management for a number of high net worth clients that focus principally on single state municipal bonds. Prior to rejoining JPMorgan Investment Advisors in 1992, Mr. Sivinski moved to First Security National Bank and Trust Company in Lexington, Kentucky where he managed a number of areas including both the bank’s investment portfolio and the Trust Department’s fixed income port folios. Michelle G. Valladolid also par ticipates in the management of the JPMorgan Cali fornia Tax Free Bond Fund since June, 2004. Ms. Valladolid is a portfolio manager in the Municipals Group within the U.S. Fixed Income Group. An employee of JPMIM since 1999, Ms. Valladolid is responsible for portfolios under the Low Tax Rate Strategy. She began her career as an analyst in the Internal Consulting Services program where she worked on projects in Investment Management and Financial Risk Management. Kevin Ellis also partici pates in the management of the JPMorgan New York Tax Free Bond Fund since May, 2005. Mr. Ellis is a portfolio man ager in the U.S. Fixed Income Group. An employee of JPMIM since May 2003, he is

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The Funds’
Management and Administration

CONTINUED

responsible for managing separate accounts in the Municipal Bond Group. Previously, Mr. Ellis worked at Alliance Capital/Sanford Bernstein from 1995 through 2003 as a municipal bond trader.

JPMorgan Intermediate Tax Free Bond Fund. Richard Taormina is the lead portfolio manager responsible for the day-to-day management of the JPMorgan Intermediate Tax Free Bond Fund since February, 2006. In addition to his role at JPMorgan Investment Advisors (JPMIA), Mr. Taormina has been an employee of J.P. Morgan Investment Management Inc. (JPMIM), an affiliate of JPMIA since 1997. Mr. Taormina is responsible for man aging municipal mutual funds, institutional fixed income accounts and quantitative analysis. Previously, he was a Certified Financial Planner for the Financial Advisory Group, where he was an investment analyst. Prior to joining JPMIM, he was the senior trader at The Vanguard Group of Investment Companies. David Sivinski, CFA, also participates in the management of the JPMorgan Intermediate Tax Free Bond Fund since June, 2005. In addition to his role at JPMIM, Mr. Sivinski has worked at JPMorgan Investment Advisors, an affiliate of JPMIM since 1992. Mr. Sivinski coordinates municipal management for a number of high net worth clients that focus principally on single state municipal bonds. Prior to rejoining JPMorgan Investment Advisors in 1992, Mr. Sivinski moved to First Security National Bank and Trust Company in Lexington, Kentucky where he managed a number of areas including both the bank’s investment portfolio and the Trust Department’s fixed income portfolios.

The Funds’ Administrator

JPMorgan Funds Management, Inc. (the Administrator) provides administrative services for 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: 0.15% of the first $25 billion of average daily net assets of all non-money market and non- funds -o f-fun ds in the JPMorgan Funds Complex and 0.075% of average daily net assets over $25 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 0.25% of the average daily net assets of the Select Class of each Fund. JPMDS may enter into services agreements with Financial Intermediaries under which it will pay all or a portion of the 0.25% annual fee to such Financial Intermediaries 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 and the Administrator.

Additional Compensation to Financial Intermediaries

JPMI M , the Funds’ Distributor, and from time to time, other affiliates of JPM IM , may also, 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 investment advisers, financial advisors, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others, including various affiliates of JPMorgan Chase that have entered into an agreement 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. JPM IM and the Funds’ Distributor 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 to Do Business with the Funds

PURCHASING FUND SHARES

Where can I buy shares?

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; or

• Directly from the Funds through JPMDS.

Who can buy shares?

Select Class Shares may be purchased directly from the Fund s through JPMDS by institutional investors such as corporations, pension and profit sharing plans and foundations that meet the minimum investment require ment for purchases of Select Class Shares — See “How do I open an account?”

• Select Class Shares may be purchased through your Financial Intermediary or any other organi zation, including affiliates of JPMorgan Chase authorized to act in a fiduciary, advisory, custodial or agency capacity for its clients or cus tomers. Financial Intermediaries or such other organizations may impose eligibility requirements for each of their clients or customers investing in the Fund, including investment minimum requirements, which may be the same or differ from the requirements for investors purchasing directly from the Fund.

• Select Class Shares may also be purchased directly from the Funds by officers, directors or trustees, retirees and employees and their immediate families (i.e., spouses, domestic partners, children, grandchildren, par ents, grandparents and any dependent of the person, as defined in section 152 of the Internal Revenue Code) of:

• JPMorgan Funds.

• JPMorgan Chase and its subsidiaries and affiliates.

See “How do I open an account?”

• For further information on investment minimums or eligibility, please call 1-800-480-4111.

When can I buy shares?

Purchases may be made on any business day. This includes any day that the Funds are open for business, other than weekends and days on which the New York Stock Exchange (NYSE) is closed, including the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

Only purchase orders accepted by a Fund or a Financial Intermediary before 4:00 p.m. Eastern Time (ET) will be effective that day at that day’s price. JPMorgan Funds Services will accept your order when federal funds, a wire, a check or Automated Clearing House (ACH) transaction is received together with a complete Account Application. 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. Please see “How do I open an account?” for more details.

On occasion, the NYSE will close before 4:00 p.m. ET. When that happens, purchase orders accepted by the Fund or a Financial Intermediary after the NYSE closes will be effective the following business day.

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.

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

The JPMorgan Funds do not authorize market timing and, except for the Funds identified below, use reasonable methods to seek to identify market timers and to prevent such activity. However, there can be no assurance that these methods will prevent market timing or other trading that may be deemed abusive. Market timing is an investment strategy using frequent purchases, redemptions and/or exchanges in an attempt to profit from short-term market movements. Market timing may result in dilution of the value of Fund shares held by long-term shareholders, disrupt portfolio management and increase Fund expenses for all shareholders. These risks are greater when a Fund invests

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in securities trading principally in non-U.S. markets that close prior to the close of the NYSE because market timers may seek to take advantage of the difference between the prices of these securities at the close of their non-U.S. markets and the value of such securities when the Fund calculates its net asset value. The JPMorgan Funds or the Distributor will prohibit any purchase order (including exchanges) with respect to one investor, a related group of investors or their agent(s) where they detect a pattern of either purchases and sales of the JPMorgan Funds, or exchanges between or among the JPMorgan Funds, that indicates market timing or trading that they determine is abusive.

The Funds’ Board of Trustees has adopted policies and procedures that use a variety of methods to identify market timers, including reviewing “round trips” in and out of the JPMorgan Funds by investors. A “round trip” includes a purchase or exchange into a Fund followed by a redemption or exchange out of the same Fund. The Distributor will reject your purchase orders or temporarily or permanently revoke your exchange privilege if it detects that you have completed two round trips within 60 days within the same Fund. In identifying market timers, the Distributor may also consider activity of accounts that it believes to be under common ownership or control.

Market timers may disrupt portfolio management and harm Fund performance. To the extent that the Funds are unable to identify market timers effectively, long-term investors may be adversely affected. Although the JPMorgan Funds use a variety of methods to detect and deter market timing, there is no assurance that the Funds will be able to identify and eliminate all market timers. For example, certain accounts, which are known as omnibus accounts, include multiple investors and such accounts typically provide the Funds with a net purchase or redemption order on any given day where purchasers of Fund shares and redeemers of Fund shares are netted against one another and the identity of individual purchasers and redeemers whose orders are aggregated are not known by the Funds. While the Funds seek to monitor for market timing activities in omnibus accounts, the netting effect often makes it more difficult to locate and eliminate individual market timers from the Funds and there can be no assurances that the Funds will be able to do so.

Subject to the foregoing, the JPMorgan Funds will seek to apply these policies and restrictions as uniformly as practicable, except in cases of purchases, redemptions and exchanges made on a systematic basis, automatic reinvestments of dividends and distributions or purchases, redemptions or exchanges that are part of a rebalancing program, such as a wrap program, or as part of a bona fide asset allocation program. Please see the Statement of Additional Information for a further description of these arrangements.

Certain of the JPMorgan Funds are intended for short-term investment horizons and do not monitor for market timers or prohibit such short-term trading activity. Those Funds are the JPMorgan Enhanced Income Fund, JPMorgan Short Duration Bond Fund, JPMorgan Short Term Bond Fund, JPMorgan Short Term Bond Fund II, JPMorgan Short Term Municipal Bond Fund, JPMorgan Tax Aware Enhanced Income Fund, JPMorgan Tax Aware Short-Intermediate Income Fund, JPMorgan Treasury & Agency Fund, JPMorgan Ultra Short Duration Bond Fund and the JPMorgan money market funds. 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.

In addition to rejecting purchase orders in connection with suspected market timing activities, the Distributor can reject a purchase order (including purchase orders for the Funds listed above) for any reason, including purchase orders that it does not think are in the best interests of a Fund and/or its shareholders or if it determines the trading to be abusive. Your Financial Intermediary may also have additional procedures for identifying market timers and rejecting or otherwise restricting purchase orders and/or exchanges.

How much do shares cost?

Shares are sold at net asset value (NAV) per share.

NAV per share is calculated by dividing the total market value of a Fund’s investments and other assets allocable to a class (minus class liabilities) by the number of outstanding shares in that class.

The market value of a Fund’s investments is determined primarily on the basis of readily available market quotations. Certain short-term securities are valued at amortized cost, which approximates

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market value. If market quotations are not readily available or if available market quotations are determined not to be reliable or if a security’s value has been materially affected by events occurring after the close of trading on the exchange or market on which the security is principally traded (for example, a natural disaster affecting an entire country or region, or an event that affects an individual company), but before a Fund’s NAV is calculated, that security may be valued at its fair value in accordance with policies and procedures adopted by the Funds’ Board of Trustees. A security’s valuation may differ depending on the method used for determining value. In addition, the Funds have implemented fair value pricing on a daily basis for all non-U.S. and non-Canadian equity securities held by the Funds. The fair value pricing utilizes the quotations of an independent pricing service unless the adviser, in accordance with valuation procedures adopted by the Funds’ Board of Trustees, determines that the market quotations do not accurately reflect the value of a security and determines that the use of another fair valuation methodology is appropriate.

A Fund’s NAV may change every day. NAV is calculated each business day following the close of the NYSE at 4:00 p.m. ET. On occasion, the NYSE will close before 4:00 p.m. ET. When that happens, NAV will be calculated as of the time the NYSE closes. The price at which a purchase is effected is based on the next calculation of NAV after the order is accepted in accordance with this prospectus.

How do I open an account?

Select Class Shares are subject to a $1,000,000 minimum investment requirement. An investor can combine purchases of Select Class Shares of other JPMorgan Funds (except for money market funds) in order to meet the minimum. There are no minimum levels for subsequent purchases.

Select Class shareholders who hold their shares as a result of the reorganization of certain JPMorgan Funds in September 2001 may purchase Select Class Shares without regard to this minimum. Select Class Share accounts of former One Group Funds opened on or before February 18, 2005 will be subject to a $200,000 minimum.

Employees of JPMorgan Chase and its subsidiaries and affiliates may purchase additional Select Class Shares for Select Class Shares accounts opened on or before February 18, 2005. Officers, directors or trustees, retir ees and employees and their immediate families of JPMorgan Funds and JPMorgan Chase and its subsidiaries and affiliates may also open new Select Class Shares accounts subject to a $2,500 minimum investment requirement provided such accounts are opened directly from the Funds and not through a Financial Interme diary. Please call 1-800-480-4111 for more information. All other new accounts for officers, directors or trust ees, retirees and employees and their immediate families of JPMorgan Funds or JPMorgan Chase or its subsidiaries and affiliates will be opened as Class A Shares accounts, which have higher expenses than Select Class Shares.

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.

When you make an initial purchase of Fund shares, you must complete the Account Application. Be sure to sign up for all of the account privileges that you plan to take advantage of. Doing so now means that you will not have to complete additional paperwork later.

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

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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 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 the JPMorgan Funds Services by check or an ACH transaction is subject to certain limitations. See “Redeeming Fund Shares — When can I redeem 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 323 125 832
FBO YOUR JPMORGAN FUND
  (EX: JPMORGAN ABC FUND- SELECT )
YOUR FUND NUMBER & ACCOUNT NUMBER
 (EX: FUND 123-ACCOUNT 123456789)
YOUR ACCOUNT REGISTRATION
 (EX: XYZ CORPORATION )

Orders by wire may be canceled if JPMorgan Funds Services does not receive payment by 4:00 p.m. ET on the settlement date. You will be responsible for any expenses and losses to the Funds.

If you have any questions, contact your Financial Intermediary or call 1-800-480-4111.

Can I purchase shares over the telephone?

Yes, for purchases after your account is opened. Simply select this option on your Account Application and then:

• Contact your Financial Intermediary, if applicable, or call 1-800-480-4111 to relay your purchase instructions.

• Authorize a bank transfer or initiate a wire transfer payable to “JPMorgan Funds” to the following wire address:

JPMORGAN CHASE BANK, N.A.
ATTN: JPMORGAN FUNDS SERVICES
ABA 021 000 021
DDA 323 125 832
FBO YOUR JPMORGAN FUND
  (EX: JPMORGAN ABC FUND- SELECT )
YOUR FUND NUMBER & ACCOUNT NUMBER
 (EX: FUND 123-ACCOUNT 123456789)
YOUR ACCOUNT REGISTRATION
 (EX: XYZ CORPORATION)

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.

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You may revoke your right to make purchases over the telephone by sending a letter to:

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

NETWORKING AND SUB-TRANSFER AGENCY FEES

The Funds may also directly enter into agreements with Financial Intermediaries pursuant to which the Funds will pay the Financial Intermediary for services such as networking or sub-transfer agency. 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 the Financial Intermediary may also be receiving pursuant to agreements with the Distributor. From time to time, JPMIM or its affiliates may pay a portion of the fees for networking or sub-transfer agency at its or their own expense and out of its or their legitimate profits.

EXCHANGING FUND SHARES

What are my exchange privileges?

Select Class Shares of a Fund may be exchanged for Select Class Shares of another JPMorgan Fund or for another class of the same Fund.

All exchanges are subject to meeting any investment minimum 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.

Before making an exchange request, you should read the prospectus of the JPMorgan Fund whose shares you would like to purchase by exchange. You can obtain a prospectus for any JPMorgan Fund by contacting your Financial Intermediary, by visiting www.jpmorganfunds.com, or by calling 1-800-480-4111.

When are exchanges processed?

Exchanges requests are processed the same business day they are received, provided:

• The Fund receives the request by 4:00 p.m. ET.

• You have contacted your Financial Intermediary, if necessary.

• All required documentation in proper form accompanies your exchange request.

Are exchanges taxable?

Generally, an exchange between JPMorgan Funds is considered a sale and generally results in a capital gain or loss for federal income tax purposes.

An exchange between classes of shares of the same Fund is not taxable for federal income tax purposes.

You should talk to your tax advisor before making an exchange.

Are there limits on exchanges?

No. However, the exchange privilege is not intended as a way for you to speculate on short-term movements in the market. Therefore, to prevent disruptions in the management of the JPMorgan Funds, certain JPMorgan Funds limit excessive exchange activity as described in “Purchasing Fund Shares.”

Your exchange privilege will be revoked if the exchange activity is considered excessive. In addition, any JPMorgan Fund may reject any exchange request for any reason, including if it does not think that it is in the best interests of the Fund and/or its shareholders to accept the exchange.

REDEEMING FUND SHARES

When can I redeem shares?

You may redeem all or some of your shares on any day that the Funds are open for business. You will not be permitted, however, to enter a redemption order for shares purchased directly through JPMorgan Funds Services by check or through an ACH transaction for five business days, following the acceptance of a purchase order unless you provide satisfactory proof that your purchase check or ACH transaction has cleared. Therefore, a redemption order can be processed as otherwise described.

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Redemption orders accepted by a Fund or a Financial Intermediary before 4:00 p.m. ET (or before the NYSE closes if the NYSE closes before 4:00 p.m. ET) will be effective at that day’s price. Your Financial Intermediary may have an earlier cut-off time for redemption orders.

A redemption order is accepted when accompanied by all required documentation in the proper form. The Funds may refuse to honor incomplete redemption orders.

How do I redeem shares?

You may use any of the following methods to redeem your shares.

You may send a written redemption request to your Financial Intermediary, if applicable, or to the Fund at the following address:

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

You may redeem over the telephone. Please see “Can I redeem by telephone?” for more information.

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

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.

On the Account Application you may elect to have the redemption proceeds mailed or wired to:

1. A financial institution; or

2. Your Financial Intermediary.

Normally, your redemption proceeds will be paid within one to seven days after receipt 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 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.

What will my shares be worth?

If the Fund or a Financial Intermediary accepts your redemption order before 4:00 p.m. ET (or before the NYSE closes if the NYSE closes before 4:00 p.m. ET), you will receive the NAV per share calculated after your redemption order is accepted.

Can I redeem by telephone?

Yes, if you selected this option on your Account Application.

Contact your Financial Intermediary, if applicable, or call 1-800-480-4111 to relay your redemption request.

Your redemption proceeds will be mailed to you at your address of record or wired. 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 only to a pre-existing bank account on record with 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.

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 ability to purchase or redeem shares by phone without notice.

You may write to:

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

Additional Information Regarding Redemptions

Generally, all redemptions will be for cash. However, if you redeem shares worth $250,000 or more,

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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.

Due to the relatively high cost of maintaining small accounts, if your account value falls below the required minimum balance, 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.

For information on minimum required balances, please read “Purchasing Fund Shares — How do I open an account?”

The Funds may suspend your ability to redeem 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.

You generally will recognize a gain or loss on a redemption for federal income tax purposes. You should talk to your tax advisor before making a redemption.

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Shareholder Information

DISTRIBUTIONS AND TAXES

The Funds can earn income and they can realize capital gain. The Funds deduct any expenses and then pay out these earnings to shareholders as distributions.

The Funds generally declare dividends on the last business day of each month and pay such dividends on the first business day of the following month. Net capital gain is distributed annually. You have three options for your distributions. You may:

• reinvest all distributions in additional Fund shares without a sales charge;

• take distributions of net investment income in cash or as a deposit in a pre-assigned bank account and reinvest distributions of net capital gain in additional shares; or

• take all distributions in cash or as a deposit in a pre-assigned bank account.

If you do not select an option when you open your account, we will reinvest all distributions. If your distributions are reinvested, they will be in the form of shares of the same class. The taxation of dividends will not be affected by the form in which you receive them.

Dividends of net investment income that are not properly designated as qualified dividend income and dividends of net short-term capital gains will be taxable to shareholders at ordinary income rates. It is unlikely that dividends from any of the Funds will qualify to any significant extent for the reduced 15% tax rate applicable to as qualified dividend income. Properly designated exempt-interest dividends are not subject to federal income taxes, but will generally be subject to state and local taxes. The state or municipality where you live may not charge you state or local taxes on exempt interest dividends 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. In addition, an investment in the Funds may result in liability for federal alternative minimum tax, both for individual and corporate shareholders.

If, at the close of each quarter of its taxable year, at least 50% of the value of a Fund’s assets consists of obligations the interest on which is excludable from gross income, the Fund may pay “exempt-interest dividends” to you. Generally, exempt-interest dividends are excludable from gross income. However:

1. If you receive Social Security or Railroad Retire ment benefits, you may be taxed on a portion of such benefits if you receive exempt-interest dividends from the Funds.

2. Receipt of exempt-interest dividends may result in liability for federal alternative minimum tax and for state and local taxes, both for individual and corporate shareholders.

The F unds may invest a portion of their assets in municipal securities issued to finance private activities, the interest on which is a tax preference item for purposes of the federal alternative mini mum tax (Private Activity Bonds). As a result, Fund shareholders who are subject to the federal alterna tive minimum tax may have all or a portion of their income from those Funds subject to federal income tax. Additionally, corporate shareholders will be required to take the interest on municipal securities into account in determining their alternative mini mum taxable income.

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 properly 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. 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.

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Dividends paid by the New York Tax Free Bond 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.

The Funds’ investment in ETFs, affiliated money market funds and other investment companies could affect the amount, timing and character of distributions from the Funds, and, therefore, may increase the amount of taxes payable by share holders.

If you receive distributions of net capital gain, the tax rate will be based on how long a Fund held a particular asset, not on how long you have owned your shares. Capital gain of a non-corporate U.S. shareholder that is recognized in a tax year beginning on or before December 31, 2010 is generally taxed at a maximum rate of 15% where the property is held by a Fund for more than one year. Capital gain of a corporate shareholder is taxed at the same rate as ordinary income. If you buy shares just before a distribution, you will pay tax on the entire amount of the taxable distribution you receive, even though the NAV will be higher on that date because it includes the distribution amount.

The dates on which dividends and capital gains will be distributed for calendar year 2006 are available online at www.jpmorganfunds.com.

The Form 1099 that is mailed to you every January details your dividends and their federal tax cat egory. Even though the Funds provide you with this information, you are responsible for verifying your tax liability with your tax professional.

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 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 a Fund will affect your own tax situation.

SHAREHOLDER STATEMENTS AND REPORTS

The Funds or your Financial Intermediary will send you transaction confirmation statements and quarterly account statements. Please review these statements carefully. The Funds will correct errors if notified within one year of the date printed on the transaction confirmation or account statement. Your Financial Intermedi ary may have a different cut-off time.

To reduce expenses and conserve natural resources, the Funds will deliver a single copy of prospectuses and financial reports to individual investors who share a residential address, provided they have the same last name or the Funds reasonably believe they are members of the same family. If you would like to receive separate mailings, please call 1-800-480-4111 and the Funds will begin individual delivery within 30 days. If you would like to receive these documents by e-mail, please visit www.jpmorganfunds.com and sign up for elec tronic delivery.

If you are the record owner of your Fund shares (that is, you did not use a Financial Intermediary to buy your shares), you may access your account statements at www.jpmorganfunds.com.

After each fiscal half-year, you will receive a financial report from the Funds. In addition, the Funds will peri odically send you proxy statements and other reports.

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Shareholder Information

CONTINUED

If you have any questions or need additional information, please write to JPMorgan Funds Services at P.O. Box 8528, Boston, MA 02266-8528, call 1-800-480-4111 or visit www.jpmorganfunds.com.

AVAILABILITY OF PROXY VOTING RECORD

The Trustees have delegated the authority to vote proxies for securities owned by the Funds 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 Funds’ 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

No sooner than 30 days after the end of each month, each Fund will make available upon request an uncertified, complete schedule of its portfolio holdings as of the last day of that month. 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.

The Funds’ top ten holdings are posted on the JPMorgan Funds’ website at www.jpmorganfunds.com no sooner than 15 days after the end of each month.

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.

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JPMorgan
Tax Free Funds

INVESTMENTS

This table discusses the customary types of investments which can be held by each Fund. In each case the related types of risk are listed on the following page (see below for definitions). This table reads across two pages.

Asset-backed securities Interests in a stream of payments from specific assets, such as auto or credit card receivables.

Bank obligations Negotiable certificates of deposit, time deposits and bankers’ acceptances of domestic and foreign issuers.

Commercial paper Unsecured short term debt issued by domestic and foreign banks or corporations. These securities are usually discounted and are rated by S&P, Moody’s or another nationally recognized statistical rating organization.

Mortgages (directly held) Domestic debt instrument which gives the lender a lien on property as security for the loan payment.

Private placements Bonds or other investments that are sold directly to an institutional investor.

Repurchase agreements Contracts whereby the fund agrees to purchase a security and resell it to the seller on a particular date and at a specific price.

Reverse repurchase agreements Contracts 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.

Swaps Contractual agreement whereby a domestic or foreign party agrees to exchange periodic payments with a counterparty. Segregated liquid assets are used to offset leverage risk. The gross returns to be exchanged or “swapped” between the parties are generally calculated with respect to a “notional amount,” i.e., the return on or increase in the value of a particular dollar amount invested at a particular interest rate or in a “basket” of securities or commodities representing a particular index.

Synthetic variable rate instruments Debt instruments whereby the issuer agrees to exchange one security for another in order to change the maturity or quality of a security in the fund.

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.

Zero-coupon, pay-in-kind and deferred payment securities Domestic and foreign securities offering non-cash or delayed-cash payment. Their prices are typically more volatile than those of some other debt instruments and involve certain special tax considerations.

 

Risk related to certain investments held by the Funds:

Credit risk The risk a financial obligation will not be met by the issuer of a security or the counterparty to a contract, resulting in a loss to the purchaser.

Currency risk The risk currency exchange rate fluctuations may reduce gains or increase losses on foreign investments.

Environmental risk The risk that an owner or operator of real estate may be liable for the costs associated with hazardous or toxic substances located on the property.

Extension risk The risk a rise in interest rates will extend the life of a mortgage-backed security to a date later than the anticipated prepayment date, causing the value of the investment to fall.

Interest rate risk The risk a change in interest rates will adversely affect the value of an investment. The value of fixed income securities generally moves in the opposite direction of interest rates (decreases when interest rates rise and increases when interest rates fall).

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•  Permitted
 o  Not permitted

RELATED TYPES OF RISK	CALIFORNIA TAX FREE BOND	INTERMEDIATE TAX FREE BOND	NEW YORK TAX FREE BOND
credit, interest rate, market, prepayment	•	•	•
credit, currency, liquidity, political	• Domestic   only	• Domestic   only	• Domestic   only
credit, currency, interest rate, liquidity, market, political	•	•	•
currency, extension, interest rate, leverage, liquidity, market, political, prepayment	•	•	•
credit, interest rate, liquidity, market, valuation	•	•	•
credit	•	•	•
credit	•1	•1	•1
credit, currency, interest rate, leverage, market, political	•	•	•
credit, interest rate, leverage, liquidity, market, valuation	•	•	•
credit, interest rate, market, natural event, political	•	•	•
interest rate	•	•	•
credit, currency, interest rate, liquidity, market, political, valuation	•	•	•

 

Leverage risk The risk of gains or losses disproportionately higher than the amount invested.

Liquidity risk The risk the holder may not be able to sell the security at the time or price it desires.

Market risk The risk that when the market as a whole declines, the value of a specific investment will decline proportionately. This systematic risk is common to all investments and the mutual funds that purchase them.

Natural event risk The risk a natural disaster, such as a hurricane or similar event, will cause severe economic losses and default in payments by the issuer of the security.

Political risk The risk governmental policies or other political actions will negatively impact the value of the investment.

Prepayment risk The risk declining interest rates will result in unexpected prepayments, causing the value of the investment to fall.

Valuation risk The risk the estimated value of a security does not match the actual amount that can be realized if the security is sold.

1  All forms of borrowing (including securities lending and reverse repurchase agreements) are limited in the aggregate and may not exceed 33-1/3% of the fund’s total assets.

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JPMorgan
Tax Free Funds

CONTINUED

RISK AND REWARD ELEMENTS FOR THE FUNDS

This table discusses the main elements that make up each Fund’s overall risk and reward characteristics. It also outlines each Fund’s policies toward various investments, including those that are designed to help certain Funds manage risk.

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD
Market conditions
• Each Fund’s share price, yield and total return will fluctuate in response to bond market movements • The value of most bonds will fall when interest rates rise; the longer a bond’s maturity and the lower its credit quality, the more its value typically falls • Adverse market, economic, political or other conditions may from time to time cause a Fund to take temporary defensive positions that are inconsistent with its principal investment strategies and may hinder a Fund from achieving its investment objective • Asset-backed securities (securities representing an interest in, or secured by, a pool of mortgages or other assets such as receivables) could generate capital losses or periods of low yields if they are paid off substantially earlier or later than anticipated • Each Fund is non-diversified, which means that a relatively high percentage of the Fund’s assets may be invested in a limited number of issuers. Therefore, its performance may be more vulnerable to changes in the market value of a single issuer or a group of issuers	• Bonds have generally outperformed money market investments over the long term, with less risk than stocks • Most bonds will rise in value when interest rates fall • Asset-backed securities and direct mortgages can offer attractive returns	• Under normal circumstances each Fund plans to remain fully invested in accordance with its policies and may invest uninvested cash in affiliated money market funds • The Funds seek to limit risk and enhance total return or yields through careful management, sector allocation, individual securities selection and duration management • During severe market downturns, the Funds have the option of investing up to 100% of assets in high-quality short-term securities instruments • The adviser monitors interest rate trends, as well as geographic and demographic information related to mortgage prepayments

 

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2006

RISK AND REWARD ELEMENTS FOR THE FUNDS (CONTINUED)

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK  AND REWARD
Credit quality
• The default of an issuer would leave a Fund with unpaid interest or principal • Junk bonds (those rated BB, Ba or lower) have a higher risk of default, tend to be less liquid and may be more difficult to value	• Investment-grade bonds have a lower risk of default • Junk bonds offer higher yields and higher potential gains	• Each Fund maintains its own policies for balancing credit quality against potential yields and gains in light of its investment goals • The adviser develops its own ratings of unrated securities and makes a credit quality determination for unrated securities
When-issued and delayed delivery securities
• When a Fund buys securities before issue or for delayed delivery, it could be exposed to leverage risk if it does not segregate liquid assets	• A Fund can take advantage of attractive transaction opportunities	• Each Fund segregates liquid assets to offset leverage risk
Management choices
• A Fund could underperform its benchmark due to its sector, securities or duration choices	• A Fund could outperform its benchmark due to these same choices	• The adviser focuses its active management on those areas where it believes its commitment to research can most enhance returns and manage risks in a consistent way

 

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JPMorgan
Tax Free Funds

CONTINUED

RISK AND REWARD ELEMENTS FOR THE FUNDS

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK  AND REWARD
Derivatives*
• Derivatives such as futures, options, swaps and forward foreign currency contracts1 that are used for hedging the portfolio or specific securities may not fully offset the underlying positions and this could result in losses to the Funds that would not have otherwise occurred • The Funds may have difficulty exiting a derivatives position • Derivatives used for risk management may not have the intended effects and may result in losses or missed opportunities • The counterparty to a derivatives contract could default • Certain types of derivatives involve costs to the Funds which can reduce returns • Derivatives that involve leverage could magnify losses • Derivatives used for non-hedging purposes could cause losses that exceed the original investment • Derivatives may, for tax purposes, affect the character of gain and loss realized by the Funds, accelerate recognition of income to the Funds, affect the holding period of the Fund’s assets and defer recognition of certain of the Fund’s losses	• Hedges that correlate well with underlying positions can reduce or eliminate losses at low cost • A Fund could make money and protect against losses if management’s analysis proves correct • Derivatives that involve leverage could generate substantial gains at low cost	• The Funds use derivatives, such as futures, options, swaps and forward foreign currency contracts for hedging and for risk management (i.e., to adjust duration or yield curve exposure, or to establish or adjust exposure to particular securities, markets, or currencies); risk management may include management of a Fund’s exposure relative to its benchmark • The Funds only establish hedges that they expect will be highly correlated with underlying positions • The Intermediate Tax Free Bond and the New York Tax Free Bond Fund may use derivatives to increase income or gain • While the Funds may use derivatives that incidentally involve leverage, they do not use them for the specific purpose of leveraging their portfolios

 

* The Funds are not subject to registration or regulation as a “commodity pool operator” as defined in the Commodity Exchange Act because the Funds have claimed an exclusion from that definition.

1 A futures contract is an agreement to buy or sell a set quantity of an underlying instrument at a future date, or to make or receive a cash payment based on changes in the value of a securities index. An option is the right to buy or sell a set quantity of an underlying instrument at a predetermined price. A swap is a privately negotiated agreement to exchange one stream of payments for another. A forward foreign currency contract is an obligation to buy or sell a given currency on a future date and at a set price.

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RISK AND REWARD ELEMENTS FOR THE FUNDS (CONTINUED)

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK  AND REWARD
ETFs and other investment companies
• If a Fund invests in shares of another investment company, shareholders would bear not only their proportionate share of the Fund’s expenses, but also similar expenses of the investment company •  The price movement of an ETF may not track the underlying index, market, sector, regions or industries and may result in a loss.	•  Helps to manage smaller cash flows •  Investing in ETFs offers instant exposure to an index or a broad range of markets, sectors, geographic regions and industries	• Absent an exemptive order of the Securities and Exchange Commission (the “SEC”), a Fund’s investments in other investment companies, including ETFs, are subject to the percentage limitations of the Investment Company Act of 1940 (“1940 Act”)2 •  A SEC exemptive order granted to various iShares funds (which are ETFs) and their investment adviser permits a Fund to invest beyond the 1940 Act limits, subject to certain terms and conditions, including a finding of the Bo a rd of Trustees that the advisory fees charged by the adviser are for services that are in addition to, and not duplicative of, the advisory services provided to those ETFs • A SEC exemptive order permits a Fund to invest its uninvested cash, up to 25% of its assets, in one or more affiliated money market funds if the adviser waives and/or reimburses its advisory fee from the Fund in an amount sufficient to offset any doubling up of investment advisory, shareholder servicing and administrative fees

 

2    Under the 1940 Act, a Fund may not own more than 3% of the outstanding voting stock of another investment company. Additionally, a Fund’s aggregate investments in other investment companies are restricted as follows: no more than 5% of the Fund’s total assets when the Fund invests in another investment company; and no more than 10% of its total assets when the Fund invests in two or more investment companies.

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JPMorgan
Tax Free Funds

CONTINUED

RISK AND REWARD ELEMENTS FOR THE FUNDS (CONTINUED)

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK  AND REWARD
Securities lending 3
• When a Fund lends a security, there is a risk that the loaned securities may not be returned if the borrower defaults • The collateral will be subject to the risks of the securities in which it is invested	• A Fund may enhance income through the investment of the collateral received from the borrower	• The adviser maintains a list of approved borrowers • The Funds receive collateral equal to at least 100% of the current value of securities loaned plus accrued interest • The lending agents indemnify a Fund against borrower default • The adviser’s collateral investment guidelines limit the quality and duration of collateral investment to minimize losses • Upon recall, the borrower must return the securities loaned within the normal settlement period
Illiquid holdings
• A Fund could have difficulty valuing these holdings precisely • A Fund could be unable to sell these holdings at the time or price desired	• These holdings may offer more attractive yields or potential growth than comparable widely traded securities	• No Fund may invest more than 15% of net assets in illiquid holdings • To maintain adequate liquidity to meet redemptions, each Fund may hold investment-grade short-term securities (including repurchase agreements and reverse repurchase agreements) and, for temporary or extraordinary purposes, may borrow from banks up to 33-1/3% of the value of its total assets or draw on a line of credit
Short-term trading
• Increased trading would raise a Fund’s transaction costs • Increased short-term capital gains distributions would raise shareholders’ income tax liability	• A Fund could realize gains in a short period of time • A Fund could protect against losses if a bond is overvalued and its value later falls	• A Fund may use short-term trading to take advantage of attractive or unexpected opportunities or to meet demands generated by shareholder activity

 

3     Although each of the Funds is authorized to engage in securities lending, none of the Funds currently does so.

JPMORGAN TAX FREE FUNDS

38

Legal Proceedings Relating to Banc One Investment
Advisors Corporation and Certain of its Affiliates

Except as indicated in Appendix A to this prospectus, none of the actions described below allege that any unlawful activity took place with respect to any Fund whose shares are offered in this prospectus.

On July 1, 2004, Bank One Corporation, the former corporate parent of the One Group Dealer Services, Inc., One Group Administrative Services, Inc. and Banc One Investment Advisors Corporation (BOIA), the investment adviser to the former One Group Funds, merged into JPMorgan Chase. As a consequence of the merger, on that date, the Distributor, the Administrator and BOIA became affiliates of both JPMIM and JPMorgan Chase Bank N.A. JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.) (JPMDS) and JPMorgan Funds Management, Inc. (formerly One Group Administrative Services, Inc.) became the distributor and administrator, respectively, of the JPMorgan Funds effective February 19, 2005.

Prior to becoming an affiliate of JPMorgan Chase, on June 29, 2004, BOIA entered into agreements with the Securities and Exchange Commission (SEC) and the New York Attorney General (NYAG) in resolution of investigations conducted by the SEC and the NYAG into market timing of certain mutual funds advised by BOIA, possible late trading of certain of these funds and related matters. In this connection, BOIA or its affiliates agreed to pay disgorgement and a civil money penalty in an aggregate amount of $50 million. The settlement agreement with the NYAG also require d BOIA to reduce its management fee for certain series of One Group Mutual Funds, in an aggregate amount of approximately $8 million annually over five years commencing September 2004. In addition, BOIA has agreed to and has commenced implementation of undertakings relating to, among other things, governance and compliance initiatives.

In addition to the matters involving the SEC and NYAG, various lawsuits have been filed against BOIA, certain current trustees of the Funds and certain former trustees of One Group Mutual Funds and various affiliates of BOIA, including JPMDS. In addition, the West Virginia Securities Commissioner entered a cease and desist order. The lawsuits and the cease and desist order generally relate to the same facts that were the subject of the SEC order and NYAG settlement discussed above. These actions seek, among other things, compensatory damages, restitution, disgorgement of unjustly earned profits, punitive damages, removal of certain current trustees of the Funds and certain former trustees of One Group Mutual Funds, removal of the One Group Mutual Funds’ investment advisers (e.g., BOIA) and distributor (i.e., JPMDS), rescission of the distribution and service plans adopted under Rule 12b-1 of the Investment Company Act of 1940, and attorneys’ fees. In February 2004, these cases were transferred to the United States District Court for the District of Maryland for consolidated or coordinated pretrial case management. On November 3, 2005, the district court ruled that all claims in the consolidated amended class action com plaint against One Group Mutual Funds would be dismissed. The court also ruled that certain claims in that complaint and in the consolidated amended fund derivative complaint against other defendants would be dismissed. On March 1, 2006, the district court entered an order implementing these rulings, in which it dis missed certain claims against BOIA and its affiliates, all claims against One Group Mutual Funds, and all claims but one against the Trustees and former Trustees. On May 30, 2006, the district court ruled that the remaining claim against the Trustees and former Trustees is to be dismissed as well.

BOIA is now known as JPMorgan Investment Advisors Inc.

JPMORGAN TAX FREE FUNDS

39

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, except as noted, whose reports, along with each Fund’s financial statements, are included in the representative Fund’s annual report, which is available upon request.

Select Class

						Per share operating performance
			Investment operations								Distributions
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations		Net investment income			Net realized gains			Total distributions
California Tax Free Bond Fund
September 1, 2005 to February 28, 2006 (d)	$	10.48	$	0.18			$(0.09	)	$	0.09	$	(0.17	)	$	(0.02	)	$	(0.19	)
Year Ended August 31, 2005		10.77		0.36			(0.13	)		0.23		(0.36	)		(0.16	)		(0.52	)
Year Ended August 31, 2004		10.80		0.36			0.22			0.58		(0.37	)		(0.24	)		(0.61	)
Year Ended August 31, 2003		11.07		0.39			(0.23	)		0.16		(0.39	)		(0.04	)		(0.43	)
Year Ended August 31, 2002		10.91		0.40			0.16			0.56		(0.40	)		—			(0.40	)
May 1, 2001 to August 31, 2001(e)		10.53		0.14			0.41			0.55		(0.14	)		(0.03	)		(0.17	)
Year Ended April 30, 2001		10.20		0.45			0.33			0.78		(0.45	)		—			(0.45	)
Intermediate Tax Free Bond Fund
September 1, 2005 to February 28, 2006 (d)		10.82		0.20			(0.13	)		0.07		(0.20	)		(0.04	)		(0.24	)
Year Ended August 31, 2005		11.00		0.40			(0.14	)		0.26		(0.40	)		(0.04	)		(0.44	)
Year Ended August 31, 2004		10.93		0.41	(f)		0.15			0.56		(0.41	)		(0.08	)		(0.49	)
Year Ended August 31, 2003		11.15		0.42			(0.15	)		0.27		(0.42	)		(0.07	)		(0.49	)
Year Ended August 31, 2002		10.98		0.43			0.21			0.64		(0.43	)		(0.04	)		(0.47	)
Year Ended August 31, 2001		10.46		0.44			0.52			0.96		(0.44	)		—			(0.44	)
New York Tax Free Bond Fund
September 1, 2005 to February 28, 2006 (d)		7.20		0.12			(0.10	)		0.02		(0.12	)		(0.01	)		(0.13	)
Year Ended August 31, 2005		7.42		0.23			(0.11	)		0.12		(0.23	)		(0.11	)		(0.34	)
Year Ended August 31, 2004		7.37		0.25			0.16			0.41		(0.25	)		(0.11	)		(0.36	)
Year Ended August 31, 2003		7.46		0.26	(f)		(0.09	)		0.17		(0.26	)		—	(g)		(0.26	)
Year Ended August 31, 2002		7.38		0.26	(f)		0.09			0.35		(0.26	)		(0.01	)		(0.27	)
Year Ended August 31, 2001		7.01		0.29			0.37			0.66		(0.29	)		—			(0.29	)

 

(a) Annualized for periods less than one year.

(b) Not annualized for periods less than one year.

(c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

(d) Effective February 28, 2006, the Fund changed its fiscal year end from August 31 to the last day of February.

(e) The Fund changed its fiscal year end from April 30 to August 31.

(f) Calculated based upon average shares outstanding.

(g) Amount less than $0.01.

JPMORGAN TAX FREE FUNDS

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2006

					Ratios/Supplemental data
						Ratios to average net assets (a)
Net asset value, end of period	Total return (excludes sales charge) (b)(c)			Net assets end of period (000’s)		Net expenses			Net investment income (loss)			Expenses without waivers reimbursements and earnings credits			Portfolio turnover rate (b)
$10.38		0.90	%	$	88,688		0.65	%		3.45	%		0.85	%		4	%
10.48		2.18			80,959		0.65			3.42			0.81			40
10.77		5.57			40,234		0.65			3.42			0.88			43
10.80		1.45			36,000		0.65			3.51			0.84			49
11.07		5.31			46,000		0.65			3.63			0.88			65
10.91		5.31			31,000		0.65			3.84			0.78			29
10.53		7.77			33,000		0.65			4.25			0.78			55
10.65		0.63			2,302,094		0.59			3.84			0.69			6
10.82		2.42			1,668,674		0.62			3.74			0.70			28
11.00		5.19			1,103,996		0.66			3.71			0.73			65
10.93		2.44			1,159,000		0.66			3.73			0.74			56
11.15		5.99			1,155,000		0.66			3.88			0.74			71
10.98		9.35			728,000		0.74			4.10			0.75			43
7.09		0.25			565,582		0.72			3.38			0.73			5
7.20		1.76			429,803		0.71			3.21			0.72			25
7.42		5.60			394,144		0.72			3.35			0.76			30
7.37		2.32			410,000		0.72			3.48			0.75			38
7.46		4.99			474,000		0.72			3.63			0.76			75
7.38		9.68			302,000		0.75			4.10			0.79			33

 

JPMORGAN TAX FREE FUNDS

41

Appendix A—Legal Proceedings and
Additional Fee and Expense Information

LEGAL PROCEEDINGS AND ADDITIONAL FEE AND EXPENSE INFORMATION AFFECTING FUNDS THAT
ACQUIRED ASSETS FROM A FORMER SERIES OF ONE GROUP MUTUAL FUNDS

On February 18, 2005, one or more of the Funds offered in this prospectus acquired the assets and liabilities of a series of One Group Mutual Funds (now known as JPMorgan Trust II). As a result of that acquisition of assets and liabilities, the following disclosure is applicable to any Fund that acquired the assets and liabilities of a series of One Group Mutual Funds.

In addition to the matters involving the Securities and Exchange Commission (SEC) and New York Attorney General (NYAG) discussed in “Legal Proceedings Relating to Banc One Investment Advisors Corporation and Certain of its Affiliates”, over 20 lawsuits have been filed by private plaintiffs and one lawsuit has been filed by the West Virginia Attorney General in connection with these circumstances in various state and federal courts around the country. These actions have been 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 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.

These actions name as defendants, among others, Banc One Investment Advisors Corporation (BOIA), Bank One Corporation and JPMorgan Chase & Co. (the former and current corporate parent of BOIA), the Distributor, One Group Services Company (the former distributor of One Group Mutual Funds), certain officers of One Group Mutual Funds and BOIA, certain current Trustees of the Funds and certain former Trustees of One Group Mutual Funds. 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 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 One Group Mutual Funds’ investment advisers and the Distributor, rescission of the distribution and service plans adopted under Rule 12b-1 of the 1940 Act, and attorneys’ fees.

On November 3, 2005, the district court ruled that all claims in the consolidated amended class action com plaint against One Group Mutual Funds would be dismissed. The court also ruled that certain claims in that complaint and in the consolidated amended fund derivative complaint against other defendants would be dismissed. On March 1, 2006, the district court entered an order implementing these rulings, in which it dis missed certain claims against BOIA and its affiliates, all claims against One Group Mutual Funds, and all claims but one against the Trustees and former Trustees. On May 2, 2006, the West Virginia Attorney General voluntarily dismissed its suit. On May 30, 2006, the district court ruled that the remaining claim against the Trustees and former Trustees is to be dismissed as well.

In addition to the lawsuits described above, on August 30, 2005, the Commissioner of the West Virginia Securities Division entered a Summary Cease and Desist Order and Notice of Right to Hearing with respect to JPMorgan Investment Advisors Inc. and JPMorgan Chase & Co. The order focuses on conduct characterized as market timing and violations of West Virginia securities laws. The order generally relates to the same facts that were the subject of the SEC Order and NYAG settlement discussed above.

It is possible that these matters, the SEC and NYAG settlements, and/or related developments may result in increased redemptions of any Fund that acquired the assets and liabilities of a series of One Group Mutual Funds and reduced sales of such Fund’s shares, which could result in increased costs and expenses and otherwise adversely affect any such Fund.

JPMORGAN TAX FREE FUNDS

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P R O S P E C T U S    JULY 1

2006

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 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 Fund and other fees and expenses of the Fund. 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 Fund and JPMIM and/or its affiliates, as applicable. The affected Fund offered in this prospectus is not subject to a Reduced Rate.

Fund	Class	Net Expense Ratio	Gross Expense Ratio
JPMorgan Intermediate Tax Free Bond Fund	Select	0. 59 %	0. 6 9%

 

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 July 1, 2006, 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 Fund and JPMIM and/or its affiliates; and the Gross Expense Ratios thereafter.

JPMORGAN TAX FREE FUNDS

43

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 Intermediate Tax Free Bond Fund

	Select Class
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30, 2007	$	60		5.00	%		4.41	%		4.41	%
June 30, 2008		74		10.25			8.91			4.31
June 30, 2009		77		15.76			13.60			4.31
June 30, 2010		80		21.55			18.50			4.31
June 30, 2011		84		27.63			23.61			4.31
June 30, 2012		87		34.01			28.94			4.31
June 30, 2013		91		40.71			34.49			4.31
June 30, 2014		95		47.75			40.29			4.31
June 30, 2015		99		55.13			46.34			4.31
June 30, 2016		103		62.89			52.64			4.31

 

JPMORGAN TAX FREE FUNDS

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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. That 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 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- 551-8090
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 No. 811-21295

©JPMorgan Chase & Co. All Rights Reserved. July 2006.

PR-TFS-706                                                                                                                                                                          

PROSPECTUS JULY 1, 2006

JPMorgan

Tax Free

Funds

Institutional Class Shares

JPMorgan California Tax Free Bond Fund
JPMorgan Intermediate Tax Free Bond Fund
JPMorgan New York Tax Free Bond 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

Fund Summaries: Investments, Risk & Performance	1
JPMorgan California Tax Free Bond Fund	1
JPMorgan Intermediate Tax Free Bond Fund	7
JPMorgan New York Tax Free Bond Fund	12
The Funds’ Management and Administration	18
Additional Compensation to Financial Intermediaries	19
How to Do Business with the Funds	20
Purchasing Fund Shares	20
Networking and Sub-Transfer Agency Fees	23
Exchanging Fund Shares	24
Redeeming Fund Shares	24
Shareholder Information	27
Distributions and Taxes	27
Shareholder Statements and Reports	28
Availability of Proxy Voting Record	2 9
Portfolio Holdings Disclosure	2 9
Investments	30
Risk and Reward Elements	3 2
Legal Proceedings Relating to Banc One
Investment Advisors Corporation and
Certain of its Affiliates	37
Financial Highlights	3 8
Appendix A—Legal Proceedings and
Additional Fee and Expense Information	40
How To Reach Us	Back cover

 

FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

JPMorgan
    California Tax Free Bond Fund
    (formerly JPMorgan California Bond Fund)

Risk/Return Summary

For a more detailed discussion of the Fund’s investments and main risks, as well as Fund strategies, please see pages 30–3 6 .

The Fund’s Objective

The Fund seeks to provide high after-tax total return for California residents consistent with moderate risk of capital.

The Fund’s Main Investment Strategy

As a fundamental policy, the Fund normally invests at least 80% of the value of its Assets in municipal securities, the income from which is exempt from federal and state personal income taxes for California residents and not subject to the federal alternative minimum tax on individuals. “Assets” means net assets, plus the amount of borrowings for investment purposes. The Fund seeks investments that also provide high current income. Municipal securities in which the Fund can invest include those issued by the State of California, its political subdivisions, as well as Puerto Rico, other U.S. territories and their political subdivisions. Because the Fund’s objective is high after-tax total return rather than high tax-exempt income, the Fund may invest to a limited extent in securities of other states or territories. To the extent that the Fund invests in municipal securities of other states, the income from such securities would be free from federal personal income taxes for California residents but would be subject to California taxes. For non-California residents, the income from California municipal securities may also be subject to state and local taxes in their jurisdiction of residence .

Derivatives, which are investments that have a value based on another investment, exchange rate or index, may also be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives to help manage duration, sector and yield curve exposure and credit and spread volatility. The Fund may use derivatives to hedge various investments and for risk management.

Under normal circumstances, the Fund reserves the right to invest up to 20% of its Assets in securities that pay interest subject to federal income tax, the federal alternative minimum tax on individuals or California personal income taxes. To temporarily defend the value of its assets during unusual market conditions, the Fund may exceed this limit.

The Fund’s securities may be of any maturity, but under normal circumstances the Fund’s duration will generally range between three and seven years, similar to that of the Lehman California Competitive Intermediate Bond Index (1–17) (also known as the Lehman 1–17 Year California Municipal Bond Index) .

At least 90% of the Fund’s total assets must be invested in securities that, at the time of purchase, are rated investment-grade by Moody’s Investors Service, Inc. (Moody’s), Standard & Poor’s Corporation (S&P) or Fitch Ratings (Fitch). The Fund also may invest in unrated securities of comparable quality. No more than 10% of total assets may be invested in securities rated B or BB.

There may be times when there are not enough municipal securities available to meet the Fund’s needs. On these occasions, the Fund may invest in securities that may be subject to federal income tax.

The Fund may invest in debt securities issued by governmental entities, certain issuers identified with the U.S. government and private issuers.

The Fund may also invest in high-quality, short-term money market instruments and repurchase agreements.

The Fund may invest in shares of exchange-traded funds (ETFs), affiliated money market funds and other investment com panies. An ETF is a registered investment company that seeks to track the performance of a particular market index. These indexes include not only broad-market indexes but more specific indexes as well, including those relating to particular sectors, markets, regions or industries.

JPMORGAN TAX FREE FUNDS

1

JPMorgan
    California Tax Free Bond Fund

CONTINUED

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 non-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.

FREQUENCY OF TRADING

How frequently the Fund buys and sells securities will vary from year to year, depending on market conditions.

Investment Process

In managing the Fund, the adviser, JPMIM, seeks to develop an appropriate portfolio by comparing, among other factors, credit quality, yields and call provisions of different municipal issuers, and examining structural changes along the yield curve in an attempt to maximize investment returns while minimizing risk.
    

Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money if you sell when the Fund’s share price is lower than when you invested.

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.

The Fund may not achieve its objective if the adviser’s expectations regarding particular securities or markets are not met.

The principal value of fixed income investments tends to fall when prevailing interest rates rise.

The Fund’s share price and total return will vary in response to changes in interest rates. How the Fund’s performance compares to that of similar funds will depend on the success of the investment process. Because the Fund primarily invests in issuers in the State of California, its performance will be affected by the fiscal and economic health of that state and its municipalities.

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

Since the Fund is non-diversified, it may invest a greater percentage of its assets in a particular issuer or group of issuers than a diversified fund would. This increased concentration in fewer issuers may result in the Fund’s shares being more sensitive to the economic results of those issuing the securities. In addition, more than 25% of the Fund’s total assets may be invested in securities that rely on similar projects for their income stream. As a result, the Fund could be more susceptible to developments that affect those projects.

Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. This could decrease the Fund’s income or hurt its ability to preserve capital and liquidity.

Under some circumstances, municipal obligations might not pay interest unless the state or municipal legislature 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.

Indebtedness of certain issuers identified with the U.S. government whose securities may be held by the Fund, including the well-known Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), is not entitled to the full faith and credit of the United States and is thus subject to the risk of default in the payment of interest and/or principal like the indebtedness of private issuers.

JPMORGAN TAX FREE FUNDS

2

P R O S P E C T U S    JULY 1

2006

The Fund may invest in municipal obligations backed by foreign institutions. This could carry more risk than securities backed by U.S. institutions because of political and economic instability, the imposition of government controls or regulations that do not match U.S. standards.

To the extent that the Fund seeks higher returns by investing in non-investment-grade bonds, often called junk bonds, it takes on additional risks, since these bonds are more sensitive to economic news and their issuers have a less secure financial position.

To the extent the Fund invests in money market instruments, it will bear its ratable share of the expenses of the money market fund which would result in duplicative expenses.

If the Fund invests in shares of another investment company, shareholders would bear not only their proportionate share of the Fund’s expenses, but also similar expenses of the investment company. The price movement of an investment com pany that is an ETF may not track the underlying index and may result in a loss.

Zero-coupon securities are more sensitive to changes in interest rates than ordinary interest-paying securities. As a result, they may be more volatile than other types of investments.

Forward commitments and repurchase agreements involve some risk to the Fund if the other party does not meet to its obligation under the agreement.

The Fund may use derivatives in connection with its investment strategies. Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investments and could result in losses that significantly exceed the Fund’s original investment. The use of derivatives for hedging purposes may not be successful, resulting in losses to the Fund, and the cost of hedging may reduce the Fund’s returns.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

•  want to add an income investment to further diversify a portfolio

•  want an investment whose risk/return potential is higher than that of money market funds but generally less than that of stock funds

•  want an investment that pays monthly dividends

•  want an income that is exempt from federal, state, and local (if applicable) personal income taxes in California

The Fund is not designed for investors who:

•  are investing for aggressive long-term growth

•  require stability of principal

•  are investing through a tax-deferred account such as an IRA

JPMORGAN TAX FREE FUNDS

3

JPMorgan
    California Tax Free Bond 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 nine 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 year, five years and life of the Fund. It compares that performance to the Lehman California Competitive Intermediate Bond (1–17 Year) Index , a broad-based securities market index, the Lipper California Intermediate Municipal Funds Index, a broad-based index , and the Lipper California Municipal Debt Funds Index, a broad-based index .

Past performance (before and after taxes) 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 3rd quarter, 2002	4.4 3	%
WORST QUARTER 2nd quarter, 1999	–2.0 3	%

 

The Fund’s year-to-date total return through 3/31/06 was 0.09 %.

* The Fund commenced operations as of 12/23/96.

1 The Fund’s fiscal year end is the last day of February .

JPMORGAN TAX FREE FUNDS

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P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5 ¹

	PAST 1 YEAR		PAST 5 YEARS		LIFE OF FUND
INSTITUTIONAL CLASS SHARES
Return Before Taxes		1.76		4.19		4.86
Return After Taxes on Distributions		1.71		3.94		4.70
Return After Taxes on Distributions and Sale of Fund Shares		2.43		4.04		4.69
LEHMAN CALIFORNIA COMPETITIVE INTERMEDIATE BOND (1–17 YEAR ) INDEX ˆ (Reflects No Deduction for Fees, Expenses or Taxes)		2.46		4.89		5.35
LIPPER CALIFORNIA INTERMEDIATE MUNICIPAL FUNDS INDEX 2, ˆ (Reflects No Deduction for Taxes)		1.70		4.09		4.61
LIPPER CALIFORNIA MUNICIPAL DEBT FUNDS INDEXˆ (Reflects No Deduction for Taxes)		4.10		5.02		5.38

 

1 The Fund commenced operations on 12/23/96. Performance for the benchmark is from 12/31/96.

2 The Lipper index for the Fund has changed from the Lipper California Municipal Debt Funds Index to the Lipper California Intermediate Municipal Funds Index to provide better comparability between the Fund and other intermediate funds.

ˆ Investors cannot invest directly in an index.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

Investor Expenses for Institutional Class Shares

The expenses of the Institutional Class Shares before and after reimbursement are shown below. The table below do es 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	0.30
Distribution (Rule 12b-1) Fees	N ONE
Shareholder Service Fees	0.10
Other Expenses1	0.31
Total Annual Operating Expenses	0.71
Fee Waivers and Expense Reimbursements2	(0.21	)
Net Expenses2	0. 5 0

 

1 “Other Expenses” are based on expenses incurred in the most recent fiscal period.

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 that total annual operating expenses of the Institutional Class Shares (excluding interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0. 5 0 % of its average daily net assets through 6/30/07 . 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 TAX FREE FUNDS

5

JPMorgan
    California Tax Free Bond Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in 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 6/30/07 , 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)		51		206		374		863

 

JPMORGAN TAX FREE FUNDS

6

FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

JPMorgan
    Intermediate Tax Free Bond Fund
    (formerly JPMorgan Intermediate Tax Free Income Fund)

Risk/Return Summary

For a more detailed discussion of the Fund’s investments and main risks, as well as Fund strategies, please see pages 30–3 6 .

The Fund’s Objective

The Fund seeks to provide monthly dividends, which are excluded from gross income, and to protect the value of your investment by investing primarily in municipal obligations. For purposes of the Fund’s investment objective, “gross income” means gross income for federal tax purposes.

The Fund’s Main Investment Strategy

As a fundamental policy, the Fund normally invests at least 80% of the value of its Assets in municipal obligations whose interest payments are excluded from gross income for federal income tax purposes and not subject to the federal alternative minimum tax on individuals. “Assets” means net assets, plus the amount of borrowings for investment purposes.

Derivatives, which are investments that have a value based on another investment, exchange rate or index, may also be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives to help manage duration, sector and yield curve exposure and credit and spread volatility. The Fund may use derivatives to hedge various investments, for risk management and to increase the Fund’s income or gain.

The Fund invests in securities that are rated as investment-grade by Moody’s, S&P or Fitch. It may also invest in unrated securities of comparable quality.

The Fund may invest in debt securities issued by governmental entities, certain issuers identified with the U.S. government and private issuers.

The Fund may also invest in high-quality, short-term money market instruments and repurchase agreements.

The Fund may also invest in zero-coupon securities and forward commitments.

The average dollar weighted maturity of the Fund’s portfolio will be between three and ten years.

Under normal circumstances, the Fund reserves the right to invest up to 20% of its Assets in securities that pay interest subject to federal income tax or the federal alternative minimum tax on individuals. To temporarily defend the value of its assets, the Fund may exceed this limit.

There may be times when there are not enough municipal obligations available to meet the Fund’s needs. On these occasions, the Fund may invest in repurchase agreements or U.S. Treasury securities that may be subject to federal income tax.

The Fund may invest in shares of exchange-traded funds (ETFs), affiliated money market funds and other investment companies. An ETF is a registered investment company that seeks to track the perfor mance of a particular market index. These indexes include not only broad-market indexes but more specific indexes as well, including those relating to particular sectors, markets, regions or industries.

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 non-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.

FREQUENCY OF TRADING

How frequently the Fund buys and sells securities will vary from year to year, depending on market conditions.

Investment Process

In managing the Fund, the adviser, JPMIM, seeks to develop an appropriate portfolio by comparing, among other factors, credit quality, yields and call provisions

JPMORGAN TAX FREE FUNDS

7

JPMorgan
    Intermediate Tax Free Bond Fund

CONTINUED

of different municipal issuers, and examining structural changes along the yield curve in an attempt to maximize investment returns while minimizing risk.
    

Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money if you sell when the Fund’s share price is lower than when you invested.

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. The Fund may not achieve its objective if the adviser’s expectations regarding particular securities or markets are not met.

The principal value of fixed income investments tends to fall when prevailing interest rates rise.

A municipality that gets into financial trouble could find it difficult to make interest and principal payments, which would hurt the Fund’s returns and its ability to preserve capital and liquidity.

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. Under some circumstances, municipal lease obligations might not pay interest unless the state or municipal legislature authorizes money for that purpose.

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

Since some municipal obligations may be secured or guaranteed by banks and other institutions, the risk to the Fund could increase if the banking or financial sector suffers an economic downturn.

The Fund may invest in municipal obligations backed by foreign institutions. This could carry more risk than securities backed by U.S. institutions, because of political or economic instability, the imposition of government controls or regulations that do not match U.S. standards.

Indebtedness of certain issuers identified with the U.S. government whose securities may be held by the Fund, including the well-known Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), is not entitled to the full faith and credit of the United States and is thus subject to the risk of default in the payment of interest and/or principal like the indebtedness of private issuers.

If the Fund invests in shares of another investment company, shareholders would bear not only their proportionate share of the Fund’s expenses, but also similar expenses of the investment company. The price movement of an investment company that is an ETF may not track the underlying index and may result in a loss.

Zero-coupon securities are more sensitive to changes in interest rates than ordinary interest-paying securities. As a result, they may be more volatile than other types of investments.

Forward commitments and repurchase agreements involve some risk to the Fund if the other party does not meet its obligation under the agreement.

The Fund may use derivatives in connection with its investment strategies. Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investments and could result in losses that significantly exceed the Fund’s original investment. The use of derivatives for hedging purposes may not be successful, resulting in losses to the Fund, and the cost of hedging may reduce the Fund’s returns. In addition, the Fund may use derivatives for non-hedging purposes which increases the Fund’s potential for loss.

Since the Fund is non-diversified, it may invest a greater percentage of its assets in a particular issuer or group of issuers than a diversified fund would. This increased concentration in fewer issuers may result in the Fund’s shares being more sensitive to the economic results of those issuing the securities. In addition, more than 25% of the Fund’s total assets may be invested in securities that rely on similar projects for their income stream. As a result, the Fund could be more susceptible to developments that affect those projects.
    

JPMORGAN TAX FREE FUNDS

8

P R O S P E C T U S    JULY 1

2006

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

•  want to add an income investment to further diversify a portfolio

•  want an investment whose risk/return potential is higher than that of money market funds, but generally less than that of stock funds

•  want an investment that pays monthly dividends

•  want an income that is exempt from federal personal income taxes

The Fund is not designed for investors who:

•  are investing for aggressive long-term growth

•  require stability of principal

•  are investing through a tax-deferred account such as an IRA

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 s hares has varied from year to year over the past ten calendar years. This provides some indi cation 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. It compares that performance to the Lehman Competitive Intermediate (1–17 Year) Maturities Index, a broad-based securities market index, and the Lipper Intermediate Municipal Debt Funds Index, a broad-based index.

Past performance (before and after taxes) 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 3rd quarter, 2002	4.17	%
WORST QUARTER 2nd quarter, 2004	–2.2 0	%

 

The Fund’s year-to-date total return through 3/31/06 was – 0.07 %.

* Institutional Class Shares were launched on 9/10/01 . T he performance in the bar chart prior to 1/1/02 is based on the historical performance of the Select Class Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not offered in this prospectus. The actual returns of Institutional Class Shares would have been different than those shown because Institutional Class Shares have different expenses than Select Class Shares. The performance of the Fund prior to 1/1/97 is based on the performance of the Fund’s predecessor, which was a common trust fund. The historical performance of shares of the predecessor common trust fund has been adjusted to reflect the Fund’s expense level (absent reimbursements) that were in place at the time the Fund received the common trust fund assets.

1 The Fund’s fiscal year end is the last day of F ebruary .

JPMORGAN TAX FREE FUNDS

9

JPMorgan
    Intermediate Tax Free Bond Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5 *

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
INSTITUTIONAL CLASS SHARES
Return Before Taxes		1.70		4.52		4.89
Return After Taxes On Distribution		1.64		4.41		N/A	1
Return After Taxes on Distributions and Sale of Fund Shares		2.53		4.43		N/A	1
LEHMAN COMPETITIVE INTERMEDIATE (1–17 YEAR) MATURITIES INDEXˆ
(Reflects No Deduction for Fees, Expenses or Taxes)		2.20		5.00		5.29
LIPPER INTERMEDIATE MUNICIPAL DEBT FUNDS INDEXˆ
(Reflects No Deduction for Taxes)		2.01		4.45		4.62

 

* The performance in the table before the Institutional Class Shares were launched on 9/10/01 is based on the historical performance of the Select Class Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not offered in this prospectus. The actual returns of Institutional Class Shares would have been different than those shown because Institutional Class Shares have different expenses than S elect C lass Shares. The performance of the Fund prior to 1/1/97 is based on the performance of the Fund’s predecessor, which was a common trust fund. The histori cal performance of shares of the predecessor common trust fund has been adjusted to reflect the Fund’s expense level (absent reimbursements) that were in place at the time the Fund received the common trust fund assets.

1 After-tax returns have not been calculated for the periods prior to 1/1/97, due to different tax and distribution requirements of the predecessor common trust fund.

ˆ Investors cannot invest directly in an index.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

Investor Expenses for Institutional Class Shares

The expenses of the Institutional Class Shares before and after reimbursement are shown below. The table below do es 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	0.30
Distribution (Rule 12b-1) Fees	N ONE
Shareholder Service Fees	0. 10
Other Expenses1	0.14
Total Annual Operating Expenses	0.54
Fee Waivers and Expense Reimbursements2	(0.04	)
Net Expenses2	0.5 0

 

1 “Other Expenses” are based on expenses incurred in the most recent fiscal period.

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 that total annual operating expenses of the Institutional Class Shares (excluding interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0. 5 0 % of its average daily net assets through 6/30/07 . 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 TAX FREE FUNDS

10

P R O S P E C T U S    JULY 1

2006

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 6/30/07 , 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
YO UR COST($) (with or without redemption)		51		16 9		298		673

 

JPMORGAN TAX FREE FUNDS

11

FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

JPMorgan
    New York Tax Free Bond Fund
    (formerly JPMorgan New York Intermediate Tax Free Income Fund)

Risk/Return Summary

For a more detailed discussion of the Fund’s investments and main risks, as well as Fund strategies, please see pages 30–3 6 .

The Fund’s Objective

The Fund seeks to provide monthly dividends that are excluded from gross income for federal income tax purposes and are exempt from New York State and New York City personal income taxes. It also seeks to protect the value of your investment.

The Fund’s Main Investment Strategy

As a fundamental policy, the Fund normally invests at least 80% of the value of its Assets in municipal obligations whose interest payments are excluded from gross income for federal income tax purposes and exempt from New York State and New York City personal income taxes, and not subject to the federal alternative minimum tax on individuals. “Assets” means net assets, plus the amount of borrowings for investment purposes.

The Fund may invest in municipal obligations issued by the State of New York, its political subdivisions, as well as Puerto Rico, other U.S. territories and their political subdivisions.

Derivatives, which are investments that have a value based on another investment, exchange rate or index, may also be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives to help manage duration, sector and yield curve exposure and credit and spread volatility. The Fund may use derivatives to hedge various investments, for risk management and to increase the Fund’s income or gain.

The Fund invests in securities that are rated as investment grade by Moody’s, S&P or Fitch. It may also invest in unrated securities of comparable quality.

The Fund may invest in debt securities issued by governmental entities, certain issuers identified with the U.S. government and private issuers.

The Fund may also invest in high-quality, short-term money market instruments and repurchase agreements.

The Fund may also invest in zero-coupon securities and forward commitments.

The average dollar weighted maturity of the Fund’s portfolio will be between three and ten years.

Under normal circumstances, the Fund reserves the right to invest up to 20% of its Assets in securities that pay interest subject to federal income tax, the federal alternative minimum tax on individuals or New York State and New York City personal income taxes. To temporarily defend the value of its assets, the Fund may exceed this limit.

There may be times when there are not enough municipal obligations available to meet the Fund’s needs. On these occasions, the Fund may invest in repurchase agreements or U.S. Treasury securities that may be subject to federal income tax.

The Fund may invest in shares of exchange-traded funds (ETFs), affiliated money market funds and other investment companies. An ETF is a registered investment company that seeks to track the perfor mance of a particular market index. These indexes include not only broad-market indexes but more specific indexes as well, including those relating to particular sectors, markets, regions or industries.

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 non-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.

JPMORGAN TAX FREE FUNDS

12

P R O S P E C T U S    JULY 1

2006

FREQUENCY OF TRADING

How frequently the Fund buys and sells securities will vary from year to year, depending on market conditions.

Investment Process

In managing the Fund, the adviser, JPMIM, seeks to develop an appropriate portfolio by comparing, among other factors, credit quality, yields and call provisions of different municipal issuers, and examining structural changes along the yield curve in an attempt to maximize investment returns while minimizing risk.
    

Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money if you sell when the Fund’s share price is lower than when you invested.

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.

The Fund may not achieve its objective if the adviser’s expectations regarding particular securities or markets are not met.

The principal value of fixed income investments tends to fall when prevailing interest rates rise.

The Fund invests primarily in New York State and its municipalities and public authorities. If the state, or any of the local government bodies, gets into financial trouble, it could have trouble paying interest and principal. This would hurt the Fund’s returns and its ability to preserve capital and liquidity.

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. Under some circumstances, municipal lease obligations might not pay interest unless the state or municipal legislature authorizes money for that purpose.

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

Since some municipal obligations may be secured or guaranteed by banks and other institutions, the risk to the Fund could increase if the banking or financial sector suffers an economic downturn.

The Fund may invest in municipal obligations backed by foreign institutions. This could carry more risk than securities backed by U.S. institutions because of political or economic instability, the imposition of government controls or regulations that do not match U.S. standards.

Indebtedness of certain issuers identified with the U.S. government whose securities may be held by the Fund, including the well-known Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), is not entitled to the full faith and credit of the United States and is thus subject to the risk of default in the payment of interest and/or principal like the indebtedness of private issuers.

If the Fund invests in shares of another investment company, shareholders would bear not only their proportionate share of the Fund’s expenses, but also similar expenses of the investment company. The price movement of an investment company that is an ETF may not track the underlying index and may result in a loss.

Zero-coupon securities are more sensitive to changes in interest rates than ordinary interest-paying securities. As a result, they may be more volatile than other types of investments.

Forward commitments and repurchase agreements involve some risk to the Fund if the other party does not meet its obligation under the agreement.

The Fund may use derivatives in connection with its investment strategies. Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investments and could result in losses that significantly exceed

JPMORGAN TAX FREE FUNDS

13

JPMorgan
    New York Tax Free Bond Fund

CONTINUED

the Fund’s original investment. The use of derivatives for hedging purposes may not be successful, resulting in losses to the Fund, and the cost of hedging may reduce the Fund’s returns. In addition, the Fund may use derivatives for non-hedging purposes which increases the Fund’s potential for loss.

Since the Fund is non-diversified, it may invest a greater percentage of its assets in a particular issuer or group of issuers than a diversified fund would. This increased concentration in fewer issuers may result in the Fund’s shares being more sensitive to the economic results of those issuing the securities. In addition, more than 25% of the Fund’s total assets may be invested in securities that rely on similar projects for their income stream. As a result, the Fund could be more susceptible to developments that affect those projects.
    

WHO MAY WANT TO INVEST

The Fund is designed for investors who:

•  want to add an income investment to further diversify a portfolio

•  want an investment whose risk/return potential is higher than that of money market funds but generally less than that of stock funds

•  want an investment that pays monthly dividends

•  want an income that is exempt from federal, state, and local (if applicable) personal income taxes in New York

The Fund is not designed for investors who:

•  are investing for aggressive long-term growth

•  require stability of principal

•  are investing through a tax-deferred account such as an IRA

JPMORGAN TAX FREE FUNDS

14

P R O S P E C T U S    JULY 1

2006

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 s hares 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. It compares that performance to the Lehman Brothers N ew York Competitive Intermediate (1–17 Year) Maturities Index, a broad-based securities market index, the Lipper Intermediate Municipal Funds Index, a broad-based index , and the Lipper New York Intermediate Municipal Debt Funds Average, a broad-based index .

Past performance (before and after taxes) 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 3rd quarter, 2002	4.15	%
WORST QUARTER 2nd quarter, 2004	–2. 2 4	%

 

The Fund’s year-to-date total return through 3/31/06 was – 0.20 %.

* Institutional Class Shares were launched on 9/10/01 . T he performance in the bar chart prior to 1/ 1/02 is b ased on the historical performance of the Select Class Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not offered in this prospectus. The actual returns of Institutional Class Shares would have been different than those shown because Institutional Class Shares have different expenses than Select Class Shares. The performance of the Fund prior to 1/1/97 is based on the historical performance of the Fund’s predecessor, which was a common trust fund. The historical performance of shares of the predecessor fund has been adjusted to reflect the Fund’s expense levels (absent reimbursements) that were in place at the time the Fund received the common trust fund assets.

1 The Fund’s fiscal year end is the last d ay of Fe bruary .

JPMORGAN TAX FREE FUNDS

15

JPMorgan
    New York Tax Free Bond Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)
SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5 *

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
INSTITUTIONAL CLASS SHARES
Return Before Taxes		1.10		4.26		4.74
Return After Taxes on Distributions		1.08		4.13		N/A	1
Return After Taxes on Distributions and Sale of Fund Shares		1.96		4.17		N/A	1
LEHMAN BROTHERS N EW YORK COMPETITIVE INTERMEDIATE (1–17 YEAR) MATURITIES INDEXˆ
(Reflects No Deduction for Fees, Expenses or Taxes)		2.18		4.93		5.41
LIPPER INTERMEDIATE MUNICIPAL FUNDS INDEX 2, ˆ (Reflects No Deduction for Taxes)		2.01		4.44		4.62
LIPPER NEW YORK INTERMEDIATE MUNICIPAL DEBT FUNDS AVERAGE ˆ
(Reflects No Deduction for Taxes)		1.33		4.12		4.51

 

* The performance in the table before the Institutional Class Shares were launched on 9/10/01 is based on the historical performance of the Select Class Shares of the Fund, which invest in the same portfolio of securities, but whose shares are not offered in this prospectus. The actual returns of Institutional Class Shares would have been different than those shown because Institutional Class Shares have different expenses than S elect Class Shares. The performance of the Fund prior to 1/1/97 is based on the historical performance of the Fund’s predecessor, which was a common trust fund. The historical performance of shares of the predeces sor fund has been adjusted to reflect the Fund’s expense levels (absent reimbursements) that were in place at the time the Fund received the common trust fund assets.

1 After-tax returns have not been calculated for the periods prior to 1/1/97, due to different tax and distribution requirements of the predecessor common trust fund.

2 The Lipper index for the Fund has changed from the Lipper New York Intermediate Municipal Debt Funds Average to the Lipper Intermediate Municipal Funds Index to provide better comparability between the Fund and other intermediate funds.

ˆ Investors cannot invest directly in an index.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

Investor Expenses for Institutional Class Shares

The expenses of the Institutional Class Shares before and after reimbursement are shown below. The table below do es 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	0.30
Distribution (Rule 12b-1) Fees	N ONE
Shareholder Service Fees	0.10
Other Expenses1	0.17
Total Annual Operating Expenses	0.57
Fee Waivers and Expense Reimbursements2	(0.07	)
Net Expenses2	0.50

 

1 “Other Expenses” are based on expenses incurred in the most recent fiscal period.

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 that total annual operating expenses of the Institutional Class Shares (excluding interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.50% of its average daily net assets t hrough 6/30/07 . 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 TAX FREE FUNDS

16

P R O S P E C T U S    JULY 1

2006

Example

The example below is intended to help you compare the cost of investing in 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 6/30/07 , 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
YO UR COST($) (with or without redemption)		51		176		311		707

 

JPMORGAN TAX FREE FUNDS

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The Funds’ Management and Administration

Each Fund is a series of JPMorgan Trust I, a Delaware statutory trust (Trust) . The T rust is governed by trustees who are responsible for overseeing all business activities of the Funds.

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 securities 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 issue other classes of shares that have different expense levels and performance and different requirements for who may invest. Call 1-800-480-4111 for more information concerning all of the Funds’ other share classes. A Financial Intermediary 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 is the investment adviser to the Funds and makes the day-to-day investment decisions for the Funds. JPMIM is located at 245 Park Avenue, New York, NY 10167 .

JPMIM is a wholly-owned subsidiary of JPMorgan 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 2 / 28 /0 6 , the adviser was paid management fees (net of waivers), as shown below as a percentage of average daily net assets:
    

FUND	%
California Tax Free Bond Fund		0. 12
Intermediate Tax Free Bond Fund		0.30
New York Tax Free Bond Fund		0.30

 

A discussion of the basis the Board of Trustees of JPMorgan Trust I used in reapproving the investment advisory agreement for the Funds is available in the shareholder report for the period ended August 31 , 200 5 .

Portfolio Managers

The Funds are managed by portfolio managers teamed with research analysts. The portfolio managers work together to establish general duration, sector and yield curve strategies for the Funds. The research analysts provide individual security and sector recommendations regarding their area of focus, while the portfolio managers select and allocate individual securities in a manner designed to meet the investment objectives of the Funds.

JPMorgan California Tax Free Bond Fund and JPMorgan New York Tax Free Bond Fund. David Sivinski, CFA, is the lead portfolio manager responsible for the day-to-day management of the JPMorgan California Tax Free Bond Fund and the JPMorgan New York Tax Free Bond Fund since April, 2005 and March, 2005, respectively. In addition to his role at JPMIM, Mr. Sivinski has worked at JPMorgan Investment Advisors, an affiliate of JPMIM since 1992. Mr. Sivinski coordinates municipal management for a number of high net worth clients that focus principally on single state municipal bonds. Prior to rejoining JPMorgan Investment Advisors in 1992, Mr. Siv inski moved to First Security National Bank and Trust Company in Lexington, Kentucky where he managed a number of areas including both the bank’s investment portfolio and the Trust Department’s fixed income port folios. Michelle G. Valladolid also participates in the management of the JPMorgan California Tax Free Bond Fund since June, 2004. Ms. Valladolid is a portfolio manager in the Municipals Group within the U.S. Fixed Income Group. An employee of JPMIM since 1999, Ms. Valladolid is responsible for portfolios under the Low Tax Rate Strategy. She began her career as an analyst in the Internal Consulting Services program where she worked on projects in Investment Management and Financial Risk Management. Kevin Ellis also participates in the management of the JPMorgan New York Tax Free Bond Fund since May, 2005. Mr. Ellis is a portfolio manager in the U.S. Fixed Income Group. An employee of JPMIM since May 2003, he is respon sible for managing separate accounts in the Municipal Bond Group. Previously, Mr. Ellis worked at Alliance

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Capital/Sanford Bern stein from 1995 through 2003 as a municipal bond trader.

JPMorgan Intermediate Tax Free Bond Fund. Richard Taormina is the lead portfolio manager responsible for the day-to-day management of the JPMorgan Intermediate Tax Free Bond Fund since February, 2006. In addition to his role at JPMorgan Investment Advisors (JPMIA), Mr. Taormina has been an employee of J.P. Morgan Investment Management Inc. (JPMIM), an affiliate of JPMIA since 1997. Mr. Taormina is responsible for man aging municipal mutual funds, institutional fixed income accounts and quantitative analysis. Previously, he was a Certified Financial Planner for the Financial Advisory Group, where he was an investment analyst. Prior to joining JPMIM, he was the senior trader at The Vanguard Group of Investment Companies. David Sivinski, CFA, also participates in the management of the JPMorgan Intermediate Tax Free Bond Fund since June, 2005. In addition to his role at JPMIM, Mr. Sivinski has worked at JPMorgan Investment Advisors, an affiliate of JPMIM since 1992. Mr. Sivinski coordinates municipal management for a number of high net worth clients that focus principally on single state municipal bonds. Prior to rejoining JPMorgan Investment Advisors in 1992, Mr. Sivinski moved to First Security National Bank and Trust Company in Lexington, Kentucky where he managed a number of areas including both the bank’s investment portfolio and the Trust Department’s fixed income portfolios.

The Funds’ Administrator

JPMorgan Funds Management, Inc. (the Administrator) provides administrative services for 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: 0.15% of the first $25 billion of average daily net assets of all non-money market and non- fund s -of-funds in the JPMorgan Funds Complex and 0.075% of average daily net assets over $25 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 the Institutional Class of each Fund. JPMDS may enter into services agreements with Financial Intermediaries under which it will pay all or a portion of the 0. 10 % annual fee to such Financial Intermediaries 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 and the Administrator.

Additional Compensation to Financial Intermediaries

JPMI M , the Funds’ Distributor, and from time to time, other affiliates of JPM IM , may also, 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 investment advisers, financial advisors, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others, including various affiliates of JPMorgan Chase that have entered into an agreement 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. JPM IM and the Funds’ Distributor 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 to Do Business with the Funds

PURCHASING FUND SHARES

Where can I buy shares?

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; or

• Directly from the Funds through JPMDS.

Who can buy shares?

Institutional Class Shares may be purchased directly from the Fund through JPMDS by institutional investors such as corporations, pension and profit sharing plans and foundations that meet the minimum investment requirement for purchases of Institutional Class Shares — See “How do I open an account?”

• Institutional Class Shares may be purchased through your Financial Intermediary or any other organi zation, including affiliates of JPMorgan Chase authorized to act in a fiduciary, advisory, custodial or agency capacity for its clients or cus tomers. Financial Intermediaries or such other organizations may impose eligibility requirements for each of their clients or customers investing in the Fund, including investment minimum requirements, which may be the same or differ from the requirements for investors purchasing directly from the Fund.

• For further information on investment minimums or eligibility, please call 1-800-480-4111.

When can I buy shares?

Purchases may be made on any business day. This includes any day that the Funds are open for business, other than weekends and days on which the New York Stock Exchange (NYSE) is closed, including the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

Only purchase orders accepted by a Fund or a Financial Intermediary before 4:00 p.m. Eastern Time (ET) will be effective that day at that day’s price. JPMorgan Funds Services will accept your order when federal funds, a wire, a check or Automated Clearing House (ACH) transaction is received together with a complete Account Application. 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. Please see “How do I open an account?” for more details.

On occasion, the NYSE will close before 4:00 p.m. ET. When that happens, purchase orders accepted by the Fund or a Financial Intermediary after the NYSE closes will be effective the following business day.

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.

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

The JPMorgan Funds do not authorize market timing and, except for the Funds identified below, use reasonable methods to seek to identify market timers and to prevent such activity. However, there can be no assurance that these methods will prevent market timing or other trading that may be deemed abusive. Market timing is an investment strategy using frequent purchases, redemptions and/or exchanges in an attempt to profit from short-term market movements. Market timing may result in dilution of the value of Fund shares held by long-term shareholders, disrupt portfolio management and increase Fund expenses for all shareholders. These risks are greater when a Fund invests in securities trading principally in non-U.S. markets that close prior to the close of the NYSE because market timers may seek to take advantage of the difference between the prices of these securities at the close of their non-U.S. markets and the value of such securities when the Fund calculates its net asset value. The JPMorgan Funds or the Distributor will prohibit any purchase order (including exchanges) with respect to one investor, a related group of investors or their agent(s) where they detect a

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pattern of either purchases and sales of the JPMorgan Funds, or exchanges between or among the JPMorgan Funds, that indicates market timing or trading that they determine is abusive.

The Funds’ Board of Trustees has adopted policies and procedures that use a variety of methods to identify market timers, including reviewing “round trips” in and out of the JPMorgan Funds by investors. A “round trip” includes a purchase or exchange into a Fund followed by a redemption or exchange out of the same Fund. The Distributor will reject your purchase orders or temporarily or permanently revoke your exchange privilege if it detects that you have completed two round trips within 60 days within the same Fund. In identifying market timers, the Distributor may also consider activity of accounts that it believes to be under common ownership or control.

Market timers may disrupt portfolio management and harm Fund performance. To the extent that the Funds are unable to identify market timers effectively, long-term investors may be adversely affected. Although the JPMorgan Funds use a variety of methods to detect and deter market timing, there is no assurance that the Funds will be able to identify and eliminate all market timers. For example, certain accounts, which are known as omnibus accounts, include multiple investors and such accounts typically provide the Funds with a net purchase or redemption order on any given day where purchasers of Fund shares and redeemers of Fund shares are netted against one another and the identity of individual purchasers and redeemers whose orders are aggregated are not known by the Funds. While the Funds seek to monitor for market timing activities in omnibus accounts, the netting effect often makes it more difficult to locate and eliminate individual market timers from the Funds and there can be no assurances that the Funds will be able to do so.

Subject to the foregoing, the JPMorgan Funds will seek to apply these policies and restrictions as uniformly as practicable, except in cases of purchases, redemptions and exchanges made on a systematic basis, automatic reinvestments of dividends and distributions or purchases, redemptions or exchanges that are part of a rebalancing program, such as a wrap program, or as part of a bona fide asset allocation program. Please see the Statement of Additional Information for a further description of these arrangements.

Certain of the JPMorgan Funds are intended for short-term investment horizons and do not monitor for market timers or prohibit such short-term trading activity. Those Funds are the JPMorgan Enhanced Income Fund, JPMorgan Short Duration Bond Fund, JPMorgan Short Term Bond Fund, JPMorgan Short Term Bond Fund II, JPMorgan Short Term Municipal Bond Fund, JPMorgan Tax Aware Enhanced Income Fund, JPMorgan Tax Aware Short-Intermediate Income Fund, JPMorgan Treasury & Agency Fund, JPMorgan Ultra Short Duration Bond Fund and the JPMorgan money market funds. 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.

In addition to rejecting purchase orders in connection with suspected market timing activities, the Distributor can reject a purchase order (including purchase orders for the Funds listed above) for any reason, including purchase orders that it does not think are in the best interests of a Fund and/or its shareholders or if it determines the trading to be abusive. Your Financial Intermediary may also have additional procedures for identifying market timers and rejecting or otherwise restricting purchase orders and/or exchanges.

How much do shares cost?

Shares are sold at net asset value (NAV) per share.

NAV per share is calculated by dividing the total market value of a Fund’s investments and other assets allocable to a class (minus class liabilities) by the number of outstanding shares in that class.

The market value of a Fund’s investments is determined primarily on the basis of readily available market quotations. Certain short-term securities are valued at amortized cost, which approximates market value. If market quotations are not readily available or if available market quotations are determined not to be reliable or if a security’s value has been materially affected by events occurring after the close of trading on the exchange or market on which the security is principally traded (for example, a natural disaster affecting an entire country or region, or an event that affects an individual company), but before a Fund’s NAV is calculated, that security may

JPMORGAN TAX FREE FUNDS

21

How to Do Business with the Funds

CONTINUED

be valued at its fair value in accordance with policies and procedures adopted by the Funds’ Board of Trustees. A security’s valuation may differ depending on the method used for determining value. In addition, the Funds have implemented fair value pricing on a daily basis for all non-U.S. and non-Canadian equity securities held by the Funds. The fair value pricing utilizes the quotations of an independent pricing service unless the adviser, in accordance with valuation procedures adopted by the Funds’ Board of Trustees, determines that the market quotations do not accurately reflect the value of a security and determines that the use of another fair valuation methodology is appropriate.

A Fund’s NAV may change every day. NAV is calculated each business day following the close of the NYSE at 4:00 p.m. ET. On occasion, the NYSE will close before 4:00 p.m. ET. When that happens, NAV will be calculated as of the time the NYSE closes. The price at which a purchase is effected is based on the next calculation of NAV after the order is accepted in accordance with this prospectus.

How do I open an account?

Institutional Class Shares are subject to a $ 3 ,000,000 minimum investment requirement. An investor can combine purchases of Institutional Class Shares of other JPMorgan Funds (except for money market funds) in order to meet the minimum. 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 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.

When you make an initial purchase of Fund shares, you must complete the Account Application. Be sure to sign up for all of the account privileges that you plan to take advantage of. Doing so now means that you will not have to complete additional paperwork later.

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 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 the JPMorgan Funds Services by check or an ACH transaction is subject to certain limitations. See “Redeeming Fund Shares — When can I redeem shares?”

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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 323 125 832
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 JPMorgan Funds Services does not receive payment by 4:00 p.m. ET on the settlement date. You will be responsible for any expenses and losses to the Funds.

If you have any questions, contact your Financial Intermediary or call 1-800-480-4111.

Can I purchase shares over the telephone?

Yes, for purchases after your account is opened. Simply select this option on your Account Application and then:

• Contact your Financial Intermediary, if applicable, or call 1-800-480-4111 to relay your purchase instructions.

• Authorize a bank transfer or initiate a wire transfer payable to “JPMorgan Funds” to the following wire address:

JPMORGAN CHASE BANK, N.A.
ATTN: JPMORGAN FUNDS SERVICES
ABA 021 000 021
DDA 323 125 832
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)

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.

You may revoke your right to make purchases over the telephone by sending a letter to:

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

NETWORKING AND SUB-TRANSFER AGENCY FEES

The Funds may also directly enter into agreements with Financial Intermediaries pursuant to which the Funds will pay the Financial Intermediary for services such as networking or sub-transfer agency. 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 the Financial Intermediary may also be receiving pursuant to agreements with the Distributor. From time to time, JPMIM or its affiliates may pay a portion of the fees for networking or sub-transfer agency at its or their own expense and out of its or their legitimate profits.

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How to Do Business with the Funds

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EXCHANGING FUND SHARES

What are my exchange privileges?

Institutional Class Shares of a Fund may be exchanged for Institutional Class Shares of another non-money market JPMorgan Fund or for another class of the same Fund.

All exchanges are subject to meeting any investment minimum 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.

Before making an exchange request, you should read the prospectus of the JPMorgan Fund whose shares you would like to purchase by exchange. You can obtain a prospectus for any JPMorgan Fund by contacting your Financial Intermediary, by visiting www.jpmorganfunds.com, or by calling 1-800-480-4111.

When are exchanges processed?

Exchanges requests are processed the same business day they are received, provided:

• The Fund receives the request by 4:00 p.m. ET.

• You have contacted your Financial Intermediary, if necessary.

• All required documentation in proper form accompanies your exchange request.

Are exchanges taxable?

Generally, an exchange between JPMorgan Funds is considered a sale and generally results in a capital gain or loss for federal income tax purposes.

An exchange between classes of shares of the same Fund is not taxable for federal income tax purposes.

You should talk to your tax advisor before making an exchange.

Are there limits on exchanges?

No. However, the exchange privilege is not intended as a way for you to speculate on short-term movements in the market. Therefore, to prevent disruptions in the management of the JPMorgan Funds, certain JPMorgan Funds limit excessive exchange activity as described in “Purchasing Fund Shares.”

Your exchange privilege will be revoked if the exchange activity is considered excessive. In addition, any JPMorgan Fund may reject any exchange request for any reason, including if it does not think that it is in the best interests of the Fund and/or its shareholders to accept the exchange.

REDEEMING FUND SHARES

When can I redeem shares?

You may redeem all or some of your shares on any day that the Funds are open for business. You will not be permitted, however, to enter a redemption order for shares purchased directly through JPMorgan Funds Services by check or through an ACH transaction for five business days, following the acceptance of a purchase order unless you provide satisfactory proof that your purchase check or ACH transaction has cleared. Therefore, a redemption order can be processed as otherwise described.

Redemption orders accepted by a Fund or a Financial Intermediary before 4:00 p.m. ET (or before the NYSE closes if the NYSE closes before 4:00 p.m. ET) will be effective at that day’s price. Your Financial Intermediary may have an earlier cut-off time for redemption orders.

A redemption order is accepted when accompanied by all required documentation in the proper form. The Funds may refuse to honor incomplete redemption orders.

How do I redeem shares?

You may use any of the following methods to redeem your shares.

You may send a written redemption request to your Financial Intermediary, if applicable, or to the Fund at the following address:

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

You may redeem over the telephone. Please see “Can I redeem by telephone?” for more information.

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

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P R O S P E C T U S    JULY 1

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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.

On the Account Application you may elect to have the redemption proceeds mailed or wired to:

1. A financial institution; or

2. Your Financial Intermediary.

Normally, your redemption proceeds will be paid within one to seven days after receipt 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 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.

What will my shares be worth?

If the Fund or a Financial Intermediary accepts your redemption order before 4:00 p.m. ET (or before the NYSE closes if the NYSE closes before 4:00 p.m. ET), you will receive the NAV per share calculated after your redemption order is accepted.

Can I redeem by telephone?

Yes, if you selected this option on your Account Application.

Contact your Financial Intermediary, if applicable, or call 1-800-480-4111 to relay your redemption request.

Your redemption proceeds will be mailed to you at your address of record or wired. 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 only to a pre-existing bank account on record with 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.

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 ability to purchase or redeem shares by phone without notice.

You may write to:

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

Additional Information Regarding Redemptions

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.

Due to the relatively high cost of maintaining small accounts, if your account value falls below the required minimum balance, 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.

1. To collect the $10 sub-minimum account fee, the Funds will redeem $10 worth of shares from your account.

2. If your account falls below the minimum required balance and is closed as a result, you will not be charged a redemption fee.

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For information on minimum required balances, please read “Purchasing Fund Shares — How do I open an account?”

The Funds may suspend your ability to redeem 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.

You generally will recognize a gain or loss on a redemption for federal income tax purposes. You should talk to your tax advisor before making a redemption.

JPMORGAN TAX FREE FUNDS

26

Shareholder Information

DISTRIBUTIONS AND TAXES

The Funds can earn income and they can realize capital gain. The Funds deduct any expenses and then pay out these earnings to shareholders as distributions.

The Funds generally declare dividends on the last business day of each month and pay such dividends on the first business day of the following month. Net capital gain is distributed annually. You have three options for your distributions. You may:

• reinvest all distributions in additional Fund shares without a sales charge;

• take distributions of net investment income in cash or as a deposit in a pre-assigned bank account and reinvest distributions of net capital gain in additional shares; or

• take all distributions in cash or as a deposit in a pre-assigned bank account.

If you do not select an option when you open your account, we will reinvest all distributions. If your distributions are reinvested, they will be in the form of shares of the same class. The taxation of dividends will not be affected by the form in which you receive them.

Dividends of net investment income that are not properly designated as qualified dividend income and dividends of net short-term capital gains will be taxable to shareholders at ordinary income rates. It is unlikely that dividends from any of the Funds will qualify to any significant extent for the reduced 15% tax rate applicable to as qualified dividend income. Properly designated exempt-interest dividends are not subject to federal income taxes, but will generally be subject to state and local taxes. The state or municipality where you live may not charge you state or local taxes on exempt interest dividends 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. In addition, an investment in the Funds may result in liability for federal alternative minimum tax, both for individual and corporate shareholders.

If, at the close of each quarter of its taxable year, at least 50% of the value of a Fund’s assets consists of obligations the interest on which is excludable from gross income, the Fund may pay “exempt- interest dividends” to you. Generally, exempt- interest dividends are excludable from gross income. However:

1.   If you receive Social Security or Railroad Retire ment benefits, you may be taxed on a portion of such benefits if you receive exempt-interest dividends from the Funds.

2.   Receipt of exempt-interest dividends may result in liability for federal alternative minimum tax and for state and local taxes, both for individual and corporate shareholders.

The F unds may invest a portion of their assets in municipal securities issued to finance private activities, the interest on which is a tax preference item for purposes of the federal alternative mini mum tax (Private Activity Bonds). As a result, Fund shareholders who are subject to the federal alterna tive minimum tax may have all or a portion of their income from those Funds subject to federal income tax. Additionally, corporate shareholders will be required to take the interest on municipal securities into account in determining their alternative mini mum taxable income.

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 properly 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. 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.

JPMORGAN TAX FREE FUNDS

27

Shareholder Information

CONTINUED

Dividends paid by the New York Tax Free Bond 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.

The Funds’ investment in ETFs, affiliated money market funds and other investment companies could affect the amount, timing and character of distributions from the Funds, and, therefore, may increase the amount of taxes payable by share holders.

If you receive distributions of net capital gain, the tax rate will be based on how long a Fund held a particular asset, not on how long you have owned your shares. Capital gain of a non-corporate U.S. shareholder that is recognized in a tax year beginning on or before December 31, 2010 is generally taxed at a maximum rate of 15% where the property is held by a Fund for more than one year. Capital gain of a corporate shareholder is taxed at the same rate as ordinary income. If you buy shares just before a distribution, you will pay tax on the entire amount of the taxable distribution you receive, even though the NAV will be higher on that date because it includes the distribution amount.

The dates on which dividends and capital gains will be distributed for calendar year 2006 are available online at www.jpmorganfunds.com.

The Form 1099 that is mailed to you every January details your dividends and their federal tax cat egory. Even though the Funds provide you with this information, you are responsible for verifying your tax liability with your tax professional.

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 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 a Fund will affect your own tax situation.

SHAREHOLDER STATEMENTS AND REPORTS

The Funds or your Financial Intermediary will send you transaction confirmation statements and quarterly account statements. Please review these statements carefully. The Funds will correct errors if notified within one year of the date printed on the transaction confirmation or account statement. Your Financial Intermedi ary may have a different cut-off time.

To reduce expenses and conserve natural resources, the Funds will deliver a single copy of prospectuses and financial reports to individual investors who share a residential address, provided they have the same last name or the Funds reasonably believe they are members of the same family. If you would like to receive separate mailings, please call 1-800-480-4111 and the Funds will begin individual delivery within 30 days. If you would like to receive these documents by e-mail, please visit www.jpmorganfunds.com and sign up for electronic delivery.

If you are the record owner of your Fund shares (that is, you did not use a Financial Intermediary to buy your shares), you may access your account statements at www.jpmorganfunds.com.

After each fiscal half-year, you will receive a financial report from the Funds. In addition, the Funds will peri odically send you proxy statements and other reports.

JPMORGAN TAX FREE FUNDS

28

P R O S P E C T U S    JULY 1

2006

If you have any questions or need additional infor mation, please write to JPMorgan Funds Services at P.O. Box 8528, Boston, MA 02266-8528, call 1-800-480-4111 or visit www.jpmorganfunds.com.

AVAILABILITY OF PROXY VOTING RECORD

The Trustees have delegated the authority to vote proxies for securities owned by the Funds 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 Funds’ 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

No sooner than 30 days after the end of each month, each Fund will make available upon request an uncertified, complete schedule of its portfolio holdings as of the last day of that month. 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.

The Funds’ top ten holdings are posted on the JPMorgan Funds’ website at www.jpmorganfunds.com no sooner than 15 days after the end of each month.

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 TAX FREE FUNDS

29

Investments

This table discusses the customary types of investments which can be held by each Fund. In each case the related types of risk are listed on the following page (see below for definitions). This table reads across two pages.

Asset-backed securities Interests in a stream of payments from specific assets, such as auto or credit card receivables.

Bank obligations Negotiable certificates of deposit, time deposits and bankers’ acceptances of domestic and foreign issuers.

Commercial paper Unsecured short term debt issued by domestic and foreign banks or corporations. These securities are usually discounted and are rated by S&P, Moody’s or another nationally recognized statistical rating organization.

Mortgages (directly held) Domestic debt instrument which gives the lender a lien on property as security for the loan payment.

Private placements Bonds or other investments that are sold directly to an institutional investor.

Repurchase agreements Contracts whereby the fund agrees to purchase a security and resell it to the seller on a particular date and at a specific price.

Reverse repurchase agreements Contracts 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.

Swaps Contractual agreement whereby a domestic or foreign party agrees to exchange periodic payments with a counterparty. Segregated liquid assets are used to offset leverage risk. The gross returns to be exchanged or “swapped” between the parties are generally calculated with respect to a “notional amount,” i.e., the return on or increase in the value of a particular dollar amount invested at a particular interest rate or in a “basket” of securities or commodities representing a particular index.

Synthetic variable rate instruments Debt instruments whereby the issuer agrees to exchange one security for another in order to change the maturity or quality of a security in the fund.

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.

Zero-coupon, pay-in-kind and deferred payment securities Domestic and foreign securities offering non-cash or delayed-cash payment. Their prices are typically more volatile than those of some other debt instruments and involve certain special tax considerations.

 

Risk related to certain investments held by the Funds:

Credit risk The risk a financial obligation will not be met by the issuer of a security or the counterparty to a contract, resulting in a loss to the purchaser.

Currency risk The risk currency exchange rate fluctuations may reduce gains or increase losses on foreign investments.

Environmental risk The risk that an owner or operator of real estate may be liable for the costs associated with hazardous or toxic substances located on the property.

Extension risk The risk a rise in interest rates will extend the life of a mortgage-backed security to a date later than the anticipated prepayment date, causing the value of the investment to fall.

Interest rate risk The risk a change in interest rates will adversely affect the value of an investment. The value of fixed income securities generally moves in the opposite direction of interest rates (decreases when interest rates rise and increases when interest rates fall).

JPMORGAN TAX FREE FUNDS

30

P R O S P E C T U S    JULY 1

2006

•  Permitted
 o  Not permitted

RELATED TYPES OF RISK	CALIFORNIA TAX FREE BOND	INTERMEDIATE TAX FREE BOND	NEW YORK TAX FREE BOND
credit, interest rate, market, prepayment	•	•	•
credit, currency, liquidity, political	• Domestic   only	• Domestic   only	• Domestic   only
credit, currency, interest rate, liquidity, market, political	•	•	•
currency, extension, interest rate, leverage, liquidity, market, political, prepayment	•	•	•
credit, interest rate, liquidity, market, valuation	•	•	•
credit	•	•	•
credit	•1	•1	•1
credit, currency, interest rate, leverage, market, political	•	•	•
credit, interest rate, leverage, liquidity, market, valuation	•	•	•
credit, interest rate, market, natural event, political	•	•	•
interest rate	•	•	•
credit, currency, interest rate, liquidity, market, political, valuation	•	•	•

 

Leverage risk The risk of gains or losses disproportionately higher than the amount invested.

Liquidity risk The risk the holder may not be able to sell the security at the time or price it desires.

Market risk The risk that when the market as a whole declines, the value of a specific investment will decline proportionately. This systematic risk is common to all investments and the mutual funds that purchase them.

Natural event risk The risk a natural disaster, such as a hurricane or similar event, will cause severe economic losses and default in payments by the issuer of the security.

Political risk The risk governmental policies or other political actions will negatively impact the value of the investment.

Prepayment risk The risk declining interest rates will result in unexpected prepayments, causing the value of the investment to fall.

Valuation risk The risk the estimated value of a security does not match the actual amount that can be realized if the security is sold.

1   All forms of borrowing (including securities lending and reverse repurchase agreements) are limited in the aggregate and may not exceed 33-1/3% of the fund’s total assets.

JPMORGAN TAX FREE FUNDS

31

Risk and Reward Elements for the Funds

This table discusses the main elements that make up each Fund’s overall risk and reward characteristics. It also outlines each Fund’s policies toward various investments, including those that are designed to help certain Funds manage risk.

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD
Market conditions
• Each Fund’s share price, yield and total return will fluctuate in response to bond market movements • The value of most bonds will fall when interest rates rise; the longer a bond’s maturity and the lower its credit quality, the more its value typically falls • Adverse market, economic, political or other conditions may from time to time cause a Fund to take temporary defensive positions that are inconsistent with its principal investment strategies and may hinder a Fund from achieving its investment objective • Asset-backed securities (securities representing an interest in, or secured by, a pool of mortgages or other assets such as receivables) could generate capital losses or periods of low yields if they are paid off substantially earlier or later than anticipated • Each Fund is non-diversified, which means that a relatively high percentage of the Fund’s assets may be invested in a limited number of issuers. Therefore, its performance may be more vulnerable to changes in the market value of a single issuer or a group of issuers	• Bonds have generally outperformed money market investments over the long term, with less risk than stocks • Most bonds will rise in value when interest rates fall • Asset-backed securities and direct mortgages can offer attractive returns	• Under normal circumstances each Fund plans to remain fully invested in accordance with its policies and may invest uninvested cash in affiliated money market funds • The Funds seek to limit risk and enhance total return or yields through careful management, sector allocation, individual securities selection and duration management • During severe market downturns, the Funds have the option of investing up to 100% of assets in high-quality short-term securities instruments • The adviser monitors interest rate trends, as well as geographic and demographic information related to mortgage prepayments

 

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P R O S P E C T U S    JULY 1

2006

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK  AND REWARD
Credit quality
• The default of an issuer would leave a Fund with unpaid interest or principal • Junk bonds (those rated BB, Ba or lower) have a higher risk of default, tend to be less liquid and may be more difficult to value	• Investment-grade bonds have a lower risk of default • Junk bonds offer higher yields and higher potential gains	• Each Fund maintains its own policies for balancing credit quality against potential yields and gains in light of its investment goals • The adviser develops its own ratings of unrated securities and makes a credit quality determination for unrated securities
When-issued and delayed delivery securities
• When a Fund buys securities before issue or for delayed delivery, it could be exposed to leverage risk if it does not segregate liquid assets	• A Fund can take advantage of attractive transaction opportunities	• Each Fund segregates liquid assets to offset leverage risk
Management choices
• A Fund could underperform its benchmark due to its sector, securities or duration choices	• A Fund could outperform its benchmark due to these same choices	• The adviser focuses its active management on those areas where it believes its commitment to research can most enhance returns and manage risks in a consistent way

 

JPMORGAN TAX FREE FUNDS

33

Risk and Reward Elements for the Funds

CONTINUED

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK  AND REWARD
Derivatives*
• Derivatives such as futures, options, swaps and forward foreign currency contracts1 that are used for hedging the portfolio or specific securities may not fully offset the underlying positions and this could result in losses to the Funds that would not have otherwise occurred • The Funds may have difficulty exiting a derivatives position • Derivatives used for risk management may not have the intended effects and may result in losses or missed opportunities • The counterparty to a derivatives contract could default • Certain types of derivatives involve costs to the Funds which can reduce returns • Derivatives that involve leverage could magnify losses • Derivatives used for non-hedging purposes could cause losses that exceed the original investment • Derivatives may, for tax purposes, affect the character of gain and loss realized by the Funds, accelerate recognition of income to the Funds, affect the holding period of the Fund’s assets and defer recognition of certain of the Fund’s losses	• Hedges that correlate well with underlying positions can reduce or eliminate losses at low cost • A Fund could make money and protect against losses if management’s analysis proves correct • Derivatives that involve leverage could generate substantial gains at low cost	• The Funds use derivatives, such as futures, options, swaps and forward foreign currency contracts for hedging and for risk management (i.e., to adjust duration or yield curve exposure, or to establish or adjust exposure to particular securities, markets, or currencies); risk management may include management of a Fund’s exposure relative to its benchmark • The Funds only establish hedges that they expect will be highly correlated with underlying positions • The Intermediate Tax Free Bond and New York Tax Free Bond Funds may use derivatives to increase income or gain • While the Funds may use derivatives that incidentally involve leverage, they do not use them for the specific purpose of leveraging their portfolios

 

* The Funds are not subject to registration or regulation as a “commodity pool operator” as defined in the Commodity Exchange Act because the Funds have claimed an exclusion from that definition.

1 A futures contract is an agreement to buy or sell a set quantity of an underlying instrument at a future date, or to make or receive a cash payment based on changes in the value of a securities index. An option is the right to buy or sell a set quantity of an underlying instrument at a predetermined price. A swap is a privately negotiated agreement to exchange one stream of payments for another. A forward foreign currency contract is an obligation to buy or sell a given currency on a future date and at a set price.

JPMORGAN TAX FREE FUNDS

34

P R O S P E C T U S    JULY 1

2006

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK  AND REWARD
ETFs and other investment companies
• If a Fund invests in shares of another investment company, shareholders would bear not only their proportionate share of the Fund’s expenses, but also similar expenses of the investment company •  The price movement of an ETF may not track the underlying index, market, sector, regions or industries and may result in a loss.	• Helps to manage smaller cash flows •  Investing in ETFs offers instant exposure to an index or a broad range of markets, sectors, geographic regions and industries	• Absent an exemptive order of the Securities and Exchange Commission (the “SEC”), a Fund’s investments in other investment companies, including ETFs, are subject to the percentage limitations of the Investment Company Act of 1940 (“1940 Act”)2 •  A SEC exemptive order granted to various iShares funds (which are ETFs) and their investment adviser permits a Fund to invest beyond the 1940 Act limits, subject to certain terms and conditions, including a finding of the Bo a rd of Trustees that the advisory fees charged by the adviser are for services that are in addition to, and not duplicative of, the advisory services provided to those ETFs • A SEC exemptive order permits a Fund to invest its uni n vested cash, up to 25% of its assets, in one or more affiliated money market funds if the adviser waives and/or reimburses its advisory fee from the Fund in an amount sufficient to offset any doubling up of investment advisory, shareholder servicing and administrative fees
Securities lending 3
• When a Fund lends a security, there is a risk that the loaned securities may not be returned if the borrower defaults • The collateral will be subject to the risks of the securities in which it is invested	• A Fund may enhance income through the investment of the collateral received from the borrower	• The adviser maintains a list of approved borrowers • The Funds receive collateral equal to at least 100% of the current value of securities loaned plus accrued interest • The lending agents indemnify a Fund against borrower default • The adviser’s collateral investment guidelines limit the quality and duration of collateral investment to minimize losses • Upon recall, the borrower must return the securities loaned within the normal settlement period

 

2 Under the 1940 Act, a Fund may not own more than 3% of the outstanding voting stock of another investment company. Additionally, a Fund’s aggregate investments in other investment companies are restricted as follows: no more than 5% of the Fund’s total assets when the Fund invests in another investment company; and no more than 10% of its total assets when the Fund invests in two or more invest ment companies.

3 Although each of the Funds is authorized to engage in securities lending, none of the Funds currently does so.

JPMORGAN TAX FREE FUNDS

35

Risk and Reward Elements for the Funds

CONTINUED

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK   AND REWARD
Illiquid holdings
• A Fund could have difficulty valuing these holdings precisely • A Fund could be unable to sell these holdings at the time or price desired	• These holdings may offer more attractive yields or potential growth than comparable widely traded securities	• No Fund may invest more than 15% of net assets in illiquid holdings • To maintain adequate liquidity to meet redemptions, each Fund may hold investment-grade short-term securities (including repurchase agreements and reverse repurchase agreements) and, for temporary or extraordinary purposes, may borrow from banks up to 33-1/3% of the value of its total assets or draw on a line of credit
Short-term trading
• Increased trading would raise a Fund’s transaction costs • Increased short-term capital gains distributions would raise shareholders’ income tax liability	• A Fund could realize gains in a short period of time • A Fund could protect against losses if a bond is overvalued and its value later falls	• A Fund may use short-term trading to take advantage of attractive or unexpected opportunities or to meet demands generated by shareholder activity

 

JPMORGAN TAX FREE FUNDS

36

Legal Proceedings Relating to Banc One Investment
Advisors Corporation and Certain of its Affiliates

Except as indicated in Appendix A to this prospectus, none of the actions described below allege that any unlawful activity took place with respect to any Fund whose shares are offered in this prospectus.

On July 1, 2004, Bank One Corporation, the former corporate parent of the One Group Dealer Services, Inc., One Group Administrative Services, Inc. and Banc One Investment Advisors Corporation (BOIA), the investment adviser to the former One Group Funds, merged into JPMorgan Chase. As a consequence of the merger, on that date, the Distributor, the Administrator and BOIA became affiliates of both JPMIM and JPMorgan Chase Bank N.A. JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.) (JPMDS) and JPMorgan Funds Management, Inc. (formerly One Group Administrative Services, Inc.) became the distributor and administrator, respectively, of the JPMorgan Funds effective February 19, 2005.

Prior to becoming an affiliate of JPMorgan Chase, on June 29, 2004, BOIA entered into agreements with the Securities and Exchange Commission (SEC) and the New York Attorney General (NYAG) in resolution of investigations conducted by the SEC and the NYAG into market timing of certain mutual funds advised by BOIA, possible late trading of certain of these funds and related matters. In this connection, BOIA or its affiliates agreed to pay disgorgement and a civil money penalty in an aggregate amount of $50 million. The settlement agreement with the NYAG also require d BOIA to reduce its management fee for certain series of One Group Mutual Funds, in an aggregate amount of approximately $8 million annually over five years commencing September 2004. In addition, BOIA has agreed to and has commenced implementation of undertakings relating to, among other things, governance and compliance initiatives.

In addition to the matters involving the SEC and NYAG, various lawsuits have been filed against BOIA, certain current trustees of the Funds and certain former trustees of One Group Mutual Funds and various affiliates of BOIA, including JPMDS. In addition, the West Virginia Securities Commissioner entered a cease and desist order. The lawsuits and the cease and desist order generally relate to the same facts that were the subject of the SEC order and NYAG settlement discussed above. These actions seek, among other things, compensatory damages, restitution, disgorgement of unjustly earned profits, punitive damages, removal of certain current trustees of the Funds and certain former trustees of One Group Mutual Funds, removal of the One Group Mutual Funds’ investment advisers (e.g., BOIA) and distributor (i.e., JPMDS), rescission of the distribution and service plans adopted under Rule 12b-1 of the Investment Company Act of 1940, and attorneys’ fees. In February 2004, these cases were transferred to the United States District Court for the District of Maryland for consolidated or coordinated pretrial case management. On November 3, 2005, the district court ruled that all claims in the consolidated amended class action com plaint against One Group Mutual Funds would be dismissed. The court also ruled that certain claims in that complaint and in the consolidated amended fund derivative complaint against other defendants would be dismissed. On March 1, 2006, the district court entered an order implementing these rulings, in which it dis missed certain claims against BOIA and its affiliates, all claims against One Group Mutual Funds, and all claims but one against the Trustees and former Trustees. On May 30, 2006, the district court ruled that the remaining claim against the Trustees and former Trustees is to be dismissed as well.

BOIA is now known as JPMorgan Investment Advisors Inc.

JPMORGAN TAX FREE FUNDS

37

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, except as noted, whose reports, along with each Fund’s financial statements, are included in the representative Fund’s annual report, which is available upon request.

Institutional Class

						Per share operating performance
			Investment operations								Distributions
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations		Net investment income			Net realized gains			Total distributions
California Tax Free Bond Fund
September 1, 2005 to February 28, 2006 (d)	$	10.33	$	0.17			$(0.07	)	$	0.10	$	(0.18	)	$	(0.02	)	$	(0.20	)
Year Ended August 31, 2005		10.61		0.42			(0.17	)		0.25		(0.37	)		(0.16	)		(0.53	)
Year Ended August 31, 2004		10.64		0.39			0.21			0.60		(0.39	)		(0.24	)		(0.63	)
Year Ended August 31, 2003		10.90		0.41			(0.23	)		0.18		(0.40	)		(0.04	)		(0.44	)
Year Ended August 31, 2002		10.73		0.42			0.16			0.58		(0.41	)		—			(0.41	)
May 1, 2001 to August 31, 2001 (e)		10.36		0.14			0.40			0.54		(0.14	)		(0.03	)		(0.17	)
Year Ended April 30, 2001		10.03		0.46			0.33			0.79		(0.46	)		—			(0.46	)
Intermediate Tax Free Bond Fund
September 1, 2005 to February 28, 2006 (d)		10.81		0.20			(0.12	)		0.08		(0.21	)		(0.04	)		(0.25	)
Year Ended August 31, 2005		10.99		0.43			(0.16	)		0.27		(0.41	)		(0.04	)		(0.45	)
Year Ended August 31, 2004		10.93		0.43	(g)		0.14			0.57		(0.43	)		(0.08	)		(0.51	)
Year Ended August 31, 2003		11.15		0.43			(0.15	)		0.28		(0.43	)		(0.07	)		(0.50	)
September 1, 2001 (f) to August 31, 2002		10.94		0.44			0.25			0.69		(0.44	)		(0.04	)		(0.48	)
New York Tax Free Bond Fund
September 1, 2005 to February 28, 2006 (d)		7.20		0.13			(0.10	)		0.03		(0.13	)		(0.01	)		(0.14	)
Year Ended August 31, 2005		7.41		0.26			(0.10	)		0.16		(0.26	)		(0.11	)		(0.37	)
Year Ended August 31, 2004		7.36		0.26			0.16			0.42		(0.26	)		(0.11	)		(0.37	)
Year Ended August 31, 2003		7.46		0.28	(g)		(0.10	)		0.18		(0.28	)		—	(h)		(0.28	)
September 1, 2001 (f) to August 31, 2002		7.33		0.27	(g)		0.15			0.42		(0.28	)		(0.01	)		(0.29	)

 

(a) Annualized for periods less than one year.

(b) Not annualized for periods less than one year.

(c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset
value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for
shareholder transactions.

(d) Effective February 28, 2006, the Fund changed its fiscal year end from August 31 to the last day of February.

(e) The Fund has changed its fiscal year end from April 30 to August 31.

(f) Commencement of offering of class of shares.

(g) Calculated based upon average shares outstanding.

(h) Amount less than $0.01.

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38

P R O S P E C T U S    JULY 1

2006

					Ratios/Supplemental data
						Ratios to average net assets (a)
Net asset value, end of period	Total return (excludes sales charge) (b)(c)			Net assets end of period (000’s)		Net expenses			Net investment income (loss)			Expenses without waivers reimbursements and earnings credits			Portfolio turnover rate (b)
$10.23		0.97	%	$	38,042		0.50	%		3.66	%		0.71	%		4	%
10.33		2.42			26,100		0.50			3.62			0.67			40
10.61		5.76			71,759		0.50			3.62			0.70			43
10.64		1.67			107,000		0.50			3.72			0.66			49
10.90		5.57			149,000		0.50			3.84			0.71			65
10.73		5.31			137,000		0.50			3.99			0.59			29
10.36		7.97			126,000		0.50			4.40			0.59			55
10.64		0.67			308,125		0.50			3.93			0.54			6
10.81		2.52			247,373		0.50			3.85			0.56			28
10.99		5.26			384,851		0.50			3.87			0.59			65
10.93		2.60			484,000		0.50			3.89			0.59			56
11.15		6.43			642,000		0.50			4.02			0.58			71
7.09		0.35			112,897		0.50			3.58			0.57			5
7.20		2.11			132,939		0.50			3.42			0.58			25
7.41		5.82			174,207		0.50			3.57			0.61			30
7.36		2.40			229,000		0.50			3.70			0.60			38
7.46		5.89			298,000		0.50			3.85			0.62			75

 

JPMORGAN TAX FREE FUNDS

39

Appendix A—Legal Proceedings and
Additional Fee and Expense Information

LEGAL PROCEEDINGS AND ADDITIONAL FEE AND EXPENSE INFORMATION AFFECTING FUNDS THAT
ACQUIRED ASSETS FROM A FORMER SERIES OF ONE GROUP MUTUAL FUNDS

On February 18, 2005, one or more of the Funds offered in this prospectus acquired the assets and liabilities of a series of One Group Mutual Funds (now known as JPMorgan Trust II). As a result of that acquisition of assets and liabilities, the following disclosure is applicable to any Fund that acquired the assets and liabilities of a series of One Group Mutual Funds.

In addition to the matters involving the Securities and Exchange Commission (SEC) and New York Attorney General (NYAG) discussed in “Legal Proceedings Relating to Banc One Investment Advisors Corporation and Certain of its Affiliates”, over 20 lawsuits have been filed by private plaintiffs and one lawsuit has been filed by the West Virginia Attorney General in connection with these circumstances in various state and federal courts around the country. These actions have been 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 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.

These actions name as defendants, among others, Banc One Investment Advisors Corporation (BOIA), Bank One Corporation and JPMorgan Chase & Co. (the former and current corporate parent of BOIA), the Distributor, One Group Services Company (the former distributor of One Group Mutual Funds), certain officers of One Group Mutual Funds and BOIA, certain current Trustees of the Funds and certain former Trustees of One Group Mutual Funds. 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 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 One Group Mutual Funds’ investment advisers and the Distributor, rescission of the distribution and service plans adopted under Rule 12b-1 of the 1940 Act, and attorneys’ fees.

On November 3, 2005, the district court ruled that all claims in the consolidated amended class action com plaint against One Group Mutual Funds would be dismissed. The court also ruled that certain claims in that complaint and in the consolidated amended fund derivative complaint against other defendants would be dismissed. On March 1, 2006, the district court entered an order implementing these rulings, in which it dismissed certain claims against BOIA and its affiliates, all claims against One Group Mutual Funds, and all claims but one against the Trustees and former Trustees. On May 2, 2006, the West Virginia Attorney General voluntarily dismissed its suit. On May 30, 2006, the district court ruled that the remaining claim against the Trustees and former Trustees is to be dismissed as well.

In addition to the lawsuits described above, on August 30, 2005, the Commissioner of the West Virginia Securities Division entered a Summary Cease and Desist Order and Notice of Right to Hearing with respect to JPMorgan Investment Advisors Inc. and JPMorgan Chase & Co. The order focuses on conduct characterized as market timing and violations of West Virginia securities laws. The order generally relates to the same facts that were the subject of the SEC Order and NYAG settlement discussed above.

It is possible that these matters, the SEC and NYAG settlements, and/or related developments may result in increased redemptions of any Fund that acquired the assets and liabilities of a series of One Group Mutual Funds and reduced sales of such Fund’s shares, which could result in increased costs and expenses and otherwise adversely affect any such Fund.

JPMORGAN TAX FREE FUNDS

40

P R O S P E C T U S    JULY 1

2006

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 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 Fund and other fees and expenses of the Fund. 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 Fund and JPMIM and/or its affiliates, as applicable. The affected Fund offered in this prospectus is not subject to a Reduced Rate.

Fund	Class	Net Expense Ratio	Gross Expense Ratio
JPMorgan Intermediate Tax Free Bond Fund	Institutional	0. 5 0 %	0. 54 %

 

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 J uly 1, 2006, 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 Fund and JPMIM and/or its affiliates; and the Gross Expense Ratios thereafter.

JPMORGAN TAX FREE FUNDS

41

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 Intermediate Tax Free Bond Fund

	Institutional Class
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30, 2007	$	51		5.00	%		4.50	%		4.50	%
June 30, 2008		58		10.25			9.16			4.46
June 30, 2009		60		15.76			14.03			4.46
June 30, 2010		63		21.55			19.11			4.46
June 30, 2011		66		27.63			24.43			4.46
June 30, 2012		69		34.01			29.98			4.46
June 30, 2013		72		40.71			35.77			4.46
June 30, 2014		75		47.75			41.83			4.46
June 30, 2015		78		55.13			48.16			4.46
June 30, 2016		82		62.89			54.76			4.46

 

JPMORGAN TAX FREE FUNDS

42

This Page Intentionally Left Blank.

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. That 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 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- 551 - 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 No. 811-21295

©JPMorgan Chase & Co. All Rights Reserved. July 2006.

PR-TFI-706

PROSPECTUS JULY 1, 2006

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
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 California 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

JPMorgan Prime Money Market Fund	1
JPMorgan Liquid Assets Money Market Fund	7
JPMorgan U.S. Government Money Market Fund	13
JPMorgan U.S. Treasury Plus Money Market Fund	18
JPMorgan Federal Money Market Fund	23
JPMorgan 100% U.S. Treasury Securities Money Market Fund	2 7
JPMorgan Tax Free Money Market Fund	3 1
JPMorgan Municipal Money Market Fund	35
JPMorgan California Municipal Money Market Fund	39
JPMorgan Michigan Municipal Money Market Fund	44
JPMorgan New York Municipal Money Market Fund	49
JPMorgan Ohio Municipal Money Market Fund	54
The Funds’ Management and Administration	59
How Your Account Works	61
Buying Fund Shares	61
Selling Fund Shares	64
Exchanging Fund Shares	6 6
Distribution Arrangements	66
Other Information Concerning the Funds	68
Shareholder Information	70
Distributions and Taxes	70
Shareholder Statements and Reports	71
Availability of Proxy Voting Record	72
Portfolio Holdings Disclosure	72
What the Terms Mean	73
Financial Highlights	74
Appendix A—Legal Proceedings and Additional Fee and Expense Information	84
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 temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

JPMORGAN MONEY MARKET FUNDS

2

P R O S P E C T U S    JULY 1

2006

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 3/31/06 was 0.87 %.

1 The Fund’s fiscal year end is the last day of February.

JPMORGAN MONEY MARKET FUNDS

4

P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%) ¹

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR			PAST 5 YEARS		PAST 10 YEARS
Morgan Shares 2		2.81			1.88		3.34
Class B Shares		(2.69	)		0.91		2.89
Class C Shares3		1.31			1.29		2.86

 

1 The performance for all three classes would have 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.

2 The performance before the Morgan Shares were launched on 10/1/98 is based on Class B Shares of the Fund.

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

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		0.1 0			0.1 0			0.1 0
Total Annual Operating Expenses		0.5 3			1.1 8			1.1 8
Fee Waiver and Expense Reimbursements2		(0.0 1	)		(0.2 1	)		(0.2 1	)
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 period.

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, 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 through 6/30/07 . 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 6/30/07 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($)		53		169		295		664
Class B Shares*($)		599		65 4		829		1,231	**
Class C Shares*($)		199		354		629		1,413

 
    

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

	1 YEAR		3 YEARS		5 YEARS		10 YEARS
Morgan Shares($)		53		169		295		664
Class B Shares($)		99		354		629		1,231	**
Class C Shares($)		99		354		629		1,413

 

* 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

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 one of the two highest short-term rating s 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 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

JPMORGAN MONEY MARKET FUNDS

8

P R O S P E C T U S    JULY 1

2006

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 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 3/31/06 was 0.87 %.

1 The Fund’s fiscal year end is the last day of February .

JPMORGAN MONEY MARKET FUNDS

10

P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%)¹

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR			PAST 5 YEARS		PAST 10 YEARS
Morgan Shares2		2.75			1.89		3.57
Class B Shares2		(2.65	)		1.05		2.79
Class C Shares2		1.35			1.24		2.76

 

1 The performance for all three classes would have 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.

2 Historical performance shown for Morgan, Class B and Class C Shares prior to their inception on 2/ 22 /05, 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

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		0.10			0.75			0.75
Shareholder Service Fees		0.35			0.25			0.25
Other Expenses1		0.1 1			0.1 1			0.1 1
Total Annual Operating Expenses		0.64			1. 19			1. 19
Fee Waiver and Expense Reimbursements2		( 0.0 5	)		(0.2 2	)		(0.2 2	)
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 period.

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, 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 average daily net assets through 6/30/07 . 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 6/30/07 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($)		60		20 0		35 2		794
Class B Shares*($)		599		65 6		83 3		1,2 70	**
Class C Shares*($)		199		35 6		63 3		1,4 24

 
    

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

	1 YEAR		3 YEARS		5 YEARS		10 YEARS
Morgan Shares($)		60		20 0		35 2		794
Class B Shares($)		99		35 6		63 3		1,2 70	**
Class C Shares($)		99		35 6		63 3		1,4 24

 

* 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

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:

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

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

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

P R O S P E C T U S    JULY 1

2006

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

 

The Fund’s year-to-date total return as of 3/31/06 was 1.08 %.

1 The Fund’s fiscal year end is the last day of February.

2 The Morgan Shares were launched on February 19 , 2005 and as a result, have not yet had a full calendar year of performance. Therefore, the performance shown is that of the Capital Shares of the Fund, the original class offered, and has not been adjusted to reflect the differences in fees and other expenses between the classes. Capital Shares of the Fund are not offered in this prospectus. Morgan and Capital Shares would have substantially similar performance because the shares are invested in the same portfolio of securities, and the performance 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 those 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, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Morgan Shares1		2.66		1.82		3.48

 

1 The performance in the table for the period before Morgan Shares were launched on 2/ 19 /05 is based on the Fund’s Capital Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. Prior class performance for the Capital Shares has been adjusted to reflect differences in expenses between classes.

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

P R O S P E C T U S    JULY 1

2006

ANNUAL OPERATING EXPENSES (%)
(EXPENSES THAT ARE DEDUCTED FROM MORGAN SHARES 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	0.59

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 compensation plan) exceed 0.59% of its average daily net assets through 6/30/07 . 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 6/30/07 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)		60		198		347		783

 

JPMORGAN MONEY MARKET FUNDS

17

JPMorgan
    U.S. Treasury Plus 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 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.

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.

JPMORGAN MONEY MARKET FUNDS

18

P R O S P E C T U S    JULY 1

2006

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 RETURNS^1,2

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

 

The Fund’s year-to-date total return as of 3/31/06 was 0.84 %.

1 The Fund’s fiscal year end is the last day of February.

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

JPMORGAN MONEY MARKET FUNDS

20

P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%)¹

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR			PAST 5 YEARS		PAST 10 YEARS
Morgan Shares2		2.58			1.73		3.36
Class B Shares2		(2.78	)		1. 00		2. 62
Class C Shares2		1.22			1. 19		2. 61

 

1 The performance for all three classes would have 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.

2 Historical performance shown for Morgan, Class B and Class C Shares prior to their inception on 2/ 22 /05, 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		0.1 1			0.1 1			0.1 1
Total Annual Operating Expenses		0.6 4			1.1 9			1.1 9
Fee Waiver and Expense Reimbursements2		( 0.0 5	)		(0.2 2	)		(0.2 2	)
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 period.

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, 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 average daily net assets through 6/30/07 . 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 6/30/07 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($)		60		200		3 52		7 94
Class B Shares*($)		599		65 6		8 33		1,2 70	**
Class C Shares*($)		199		35 6		6 33		1,4 24

 
    

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

	1 YEAR		3 YEARS		5 YEARS		10 YEARS
Morgan Shares($)		60		200		3 52		7 94
Class B Shares($)		99		35 6		6 33		1,2 70	**
Class C Shares($)		99		35 6		6 33		1,4 24

 

* 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 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 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.

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

JPMORGAN MONEY MARKET FUNDS

23

JPMorgan
    Federal Money Market Fund

CONTINUED

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.

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

P R O S P E C T U S    JULY 1

2006

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 3/31/06 was 0.95 %.

1 The Fund’s fiscal year end is the last day of February.

JPMORGAN MONEY MARKET FUNDS

25

JPMorgan
    Federal Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Morgan Shares		2.62		1.69		3. 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 SHARES ASSETS )

Management Fees	0.08
Distribution (Rule 12b-1) Fees	0.10
Shareholder Service Fees	0.35
Other Expenses1	0.1 1
Total Annual Operating Expenses	0.6 4
Fee Waiver and Expense Reimbursements2	(0.0 5	)
Net Expenses2	0.59

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 0.59% of its average daily net assets through 6/30/07 . 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 6/30/07 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)		60		20 0		35 2		794

 

JPMORGAN MONEY MARKET FUNDS

26

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

27

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

CONTINUED

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

28

P R O S P E C T U S    JULY 1

2006

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 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 3/31/06 was 0.90 %.

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 the last day of February.

JPMORGAN MONEY MARKET FUNDS

29

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

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Morgan Shares1		2.39		1.65		3. 23

 

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 SHARES ASSETS )

Management Fees	0.08
Distribution (Rule 12b-1) Fees	0.10
Shareholder Service Fees	0.35
Other Expenses1	0.11
Total Annual Operating Expenses	0.64
Fee Waivers and Expense Reimbursements2	(0.05	)
Net Expenses2	0.59

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 0.59% of its average daily net assets through 6/30/07 . 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 6/30/07 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)		60		200		352		794

 

JPMORGAN MONEY MARKET FUNDS

30

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 . 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

31

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.

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

32

P R O S P E C T U S    JULY 1

2006

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 3/31/06 was 0 . 62 %.

1 The Fund’s fiscal year end is the last day of February.

JPMORGAN MONEY MARKET FUNDS

33

JPMorgan
    Tax Free Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Morgan Shares		1.84		1. 28		2. 18

 

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 SHARES ASSETS )

Management Fees	0.08
Distribution (Rule 12b-1) Fees	0.10
Shareholder Service Fees	0.35
Other Expenses1	0.1 0
Total Annual Operating Expenses	0.6 3
Fee Waivers and Expense Reimbursements2	(0.0 4	)
Net Expenses2	0.59

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 0.59% of its average daily net assets through 6/30/07 . 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 6/30/07 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)		60		198		347		7 83

 

JPMORGAN MONEY MARKET FUNDS

34

JPMorgan
    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 municipal 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 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 one of the two highest short-term rating s 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

35

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.
    

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

36

P R O S P E C T U S    JULY 1

2006

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 s hares 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	0.99	%
WORST QUARTER	3rd quarter, 2003	0.13	%

 

The Fund’s year-to-date total return as of 3/31/06 was 0.66 %.

1 The Fund’s fiscal year end is the last day of February.

2 The Morgan Shares were launched on February 19 , 2005 and as a result, have not yet had a full calendar year of performance. Therefore, the performance shown is that of the Premier Shares of the Fund and has not been adjusted to reflect the differences in fees and other expenses between the classes. Premier Shares of the Fund are not offered in this prospectus. Morgan and Premier Shares would have substan tially similar performance because the shares are invested in the same portfolio of securities, and the performance 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.

JPMORGAN MONEY MARKET FUNDS

37

JPMorgan
    Municipal Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Morgan Shares1		1.90		1. 27		2. 18

 

1 The performance in the table for the period before Morgan Shares were launched on 2/ 19 /05 is based on the Fund’s Premier Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. Prior class performance for the Premier Shares has been adjusted to reflect differences in expenses between classes.

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 SHARES ASSETS )

Management Fees	0.08
Distribution (Rule 12b-1) Fees	0.10
Shareholder Service Fees	0.35
Other Expenses1	0.1 1
Total Annual Operating Expenses	0.6 4
Fee Waivers and Expense Reimbursements2	( 0.0 5	)
Net Expenses2	0.59

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 compensation plan) exceed 0.59% of their average daily net assets through 6/30/07 . 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 6/30/07 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		200		3 52		7 94

 

JPMORGAN MONEY MARKET FUNDS

38

JPMorgan
    California Municipal 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 municipal obligations . 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 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 and California 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 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 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 one of the two highest short-term rating s 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

39

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 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 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 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 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 out side the U.S., these securities could be riskier than those backed by U.S. institutions because of pos sible 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 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 Risk.  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.

JPMORGAN MONEY MARKET FUNDS

40

P R O S P E C T U S    JULY 1

2006

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 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

41

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, 2000	0.8 5	%
WORST QUARTER	3rd quarter, 2003	0.11	%
	1st quarter, 2004

 

The Fund’s year-to-date total return as of 3/31/06 was 0.63 %.

1 The Fund’s fiscal year end is the last day of February.

JPMORGAN MONEY MARKET FUNDS

42

P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Morgan Shares		1.88		1. 23		2. 08

 

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 SHARES ASSETS )

Management Fees	0.08
Distribution (Rule 12b-1) Fees	0.10
Shareholder Service Fees	0.35
Other Expenses1	0.1 5
Total Annual Operating Expenses	0.6 8
Fee Waivers and Expense Reimbursements2	(0.1 3	)
Net Expenses2	0.55

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 0.55% of its average daily net assets through 6/30/07 . 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 6/30/07 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)		56		20 4		3 66		8 34

 

JPMORGAN MONEY MARKET FUNDS

43

JPMorgan
    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 A ssets in such municipal 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 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 one of the two highest short-term rating s 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

44

P R O S P E C T U S    JULY 1

2006

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.

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

45

JPMorgan
    Michigan Municipal Money Market Fund

CONTINUED

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

46

P R O S P E C T U S    JULY 1

2006

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 s hares 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	0.98	%
WORST QUARTER	3rd quarter, 2003	0.12	%

 

The Fund’s year-to-date total return as of 3/31/06 was 0.66 %.

1 The Fund’s fiscal year end is the last day of February .

2 The Morgan Shares were launched on February 19 , 2005 and as a result, have not yet had a full calendar year of performance. Therefore, the performance shown is that of the Premier Shares of the Fund and has not been adjusted to reflect the differences in fees and other expenses between the classes. Premier Shares of the Fund are not offered in this prospectus. 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. 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

47

JPMorgan
    Michigan Municipal Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Morgan Shares1		1.89		1. 23		2. 06

 

1 The performance in the table for the period before Morgan Shares were launched on 2/ 19 /05 is based on the Fund’s Premier Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. Prior class performance for the Premier S hares has been adjusted to reflect differences between classes.

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 SHARES ASSETS )

Management Fees	0.08
Distribution (Rule 12b-1) Fees	0.10
Shareholder Service Fees	0.35
Other Expenses1	0.1 6
Total Annual Operating Expenses	0 .6 9
Fee Waivers and Expense Reimbursements2	(0. 10	)
Net Expenses2	0.59

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 compensation plan) exceed 0.59% of their average daily net assets through 6/30/07 . 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 6/30/07 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		211		37 4		8 49

 

JPMORGAN MONEY MARKET FUNDS

48

JPMorgan
    New York Municipal 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 municipal obligations . 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 ; 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 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 one of the two highest short-term rating s 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

49

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 similar projects for their income stream. As a result, the Fund could be more susceptible to developments which affect those projects.

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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P R O S P E C T U S    JULY 1

2006

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

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51

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 3/31/06 was 0 . 61 %.

1 The Fund’s fiscal year end is the last day of February.

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2006

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDING DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Morgan Shares		1.83		1. 25		2. 13

 

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 SHARES ASSETS)

Management Fees	0.08
Distribution (Rule 12b-1) Fees	0.10
Shareholder Service Fees	0.35
Other Expenses1	0.1 1
Total Annual Operating Expenses	0.6 4
Fee Waiver and Expense Reimbursements2	(0.0 5	)
Net Expenses2	0.59

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal perio d .

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 0.59% of its average daily net assets through 6/30/07 . 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 6/30/07 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)		60		20 0		35 2		794

 

JPMORGAN MONEY MARKET FUNDS

53

JPMorgan
    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 A ssets in such municipal obligations . 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 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 one of the two highest short-term rating s 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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2006

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.

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

55

JPMorgan
    Ohio Municipal Money Market Fund

CONTINUED

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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2006

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 s hares 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	0.97	%
WORST QUARTER	2nd quarter, 2004	0.11	%

 

The Fund’s year-to-date total return as of 3/31/06 was 0.65 %.

1 The Fund’s fiscal year end is the last day of February.

2 The Morgan Shares were launched on February 19 , 2005 and as a result, have not yet had a full calendar year of performance. Therefore, the performance shown is that of the Premier Shares of the Fund and has not been adjusted to reflect the differences in fees and other expenses between the classes. Premier Shares of the Fund are not offered in this prospectus. Morgan and Premier Shares would have substan tially similar performance because the shares are invested in the same portfolio of securities, and the performance 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.

JPMORGAN MONEY MARKET FUNDS

57

JPMorgan
    Ohio Municipal Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Morgan Shares1		1.87		1. 22		2. 14

 

1 The performance in the table for the period before Morgan Shares were launched on 2/ 19 /05 is based on the Fund’s Premier Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. Prior class performance for the Premier Shares has been adjusted to reflect differences between the classes.

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 SHARES ASSETS )

Management Fees	0.08
Distribution (Rule 12b-1) Fees	0.10
Shareholder Service Fees	0.35
Other Expenses1	0.1 9
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 period.

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 compensation plan) exceed 0.59% of their average daily net assets through 6/30/07 . 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 6/30/07 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		2 17		3 88		8 82

 

JPMORGAN MONEY MARKET FUNDS

58

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

•  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 (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 s 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 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 period ended 2/28/06 , JPMIM or JPMI A were paid management fees (net of waivers, if any), as shown below, as a percentage of average daily net assets:

FUND	%
Prime Money Market Fund	0.08
Liquid Assets Money Market Fund	0.08
U.S. Government Money Market Fund	0.08
U.S. Treasury Plus Money Market Fund	0.08
Federal Money Market Fund	0.08
100% U.S. Treasury Securities Money Market Fund	0.08
Tax Free Money Market Fund	0.08
Municipal Money Market Fund	0.08
California Municipal Money Market Fund	0.08
Michigan Municipal Money Market Fund	0.08
New York Municipal Money Market Fund	0.08
Ohio Municipal Money Market Fund	0.08

 

A discussion of the basis the Boards of Trustees of JPMTI and JPMTII used in reapproving the invest ment advisory agreement for the Funds is available in the shareholder report for the period ended August 31 , 2005 for the JPMTI Funds, and is available in the shareholder report for the period ended December 31 , 2005 for the JPMTII 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

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59

The Fund’s Management and Administration

CONTINUED

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

JPMTI and JPMTII , on behalf of the Funds, ha ve 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. Pay ments 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 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

60

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 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

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61

How Your Account Works

CONTINUED

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 Fund. A lower minimum may be available under the Systematic Investment Plan.

Class B Shares should not be used for investments of more than $99,999 individually or in the aggregate.

Individual purchases of $100,000 or more of Class B Shares will be rejected. In addition, effective September 15, 2006, purchases will also be rejected if the Fund has determined that your purchase when aggregated with the value of Class B Shares of all Funds held by you in individual accounts with the same tax or other identification number would total $100,000 or more.

The Funds may not be able to identify Class B Share purchases that exceed $100,000 if you hold your shares through one or more Financial Intermediaries or in accounts with different tax or other identification num bers. If you hold your shares through a Financial Intermediary, it is the responsibility of the Financial Inter mediary to determine if an initial or additional purchase of Class B Shares is suitable for you.

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

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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 323 125 832
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, 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

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•  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

Class B Purchases over $100,000.   You should not utilize a systematic investment plan for purchases over $100,000 of Class B Shares. Effective September 15, 2006, we will no longer debit your bank account if the Fund has determined that your purchase of Class B S hares when aggregated with the value of Class B S hares of all Funds held by you in individual accounts with the same tax or other identification number would total $100,000 or more. To continue systematic investments in the Fund after you have invested $100,000 in Class B Shares, you will need to contact the Fund by calling 1-800-480-4111 or your Financial Intermediary to des ignate a different share class for systematic investments.

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 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.

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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.

Check Writing

Morgan Shares 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.

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•  You cannot 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 Duration 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.

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,

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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 market 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 historical costs because the Distributor, 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 —

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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 Funds 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 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

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$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. Properly designated exempt-interest dividends 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. 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.

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. 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.

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 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 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, 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

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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 Ohio 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 corporate franchise tax net worth computation . Dividends that are attributable to interest on 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 not be included in the net income base of the Ohio corporation franchise tax. Note that for most entities, the corporate franchise tax will be phased out over five years starting with the 2006 corporation franchise tax report. 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 generated by such obligations. Thus, a Fund could be required to , at times , liquidate other investments in order to satisfy its distribution requirements.

The dates on which dividends and capital gains will be distributed for calendar year 200 6 are 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.

SHAREHOLDER STATEMENTS AND REPORT S

The Funds or your Financial Intermediary will send you transaction confirmation statements and quarterly account statements. Please review these statements carefully. The Funds will correct errors if notified within one year of the date printed on the transaction confirmation or account statement. Your Financial Intermediary may have a different cut-off time.

To reduce expenses and conserve natural resources, the Funds will deliver a single copy of prospectuses and financial reports to individual investors who share a residential address, provided they have the same last name or the Funds reasonably believe they are members of the same family. If you would like to receive separate mailings, please call 1-800-480-4111 and the Funds will begin individual delivery within 30 days. If you would like to receive these documents by e-mail, please visit www.jpmorganfunds.com and sign up for elec tronic delivery.

If you are the record owner of your Fund shares (that is, you did not use a Financial Intermediary to buy your shares), you may access your account statements at www.jpmorganfunds.com.

After each fiscal half-year, you will receive a financial report from the Funds. In addition, the Funds will peri odically send you proxy statements and other reports.

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CONTINUED

If you have any questions or need additional information, please write to the JPMorgan Funds Services at P.O. Box 8528, Boston, MA 02266-8528, call 1-800-480-4111 or visit www.jpmorganfunds.com.

AVAILABILITY OF PROXY VOTING RECORD

The Trustees have delegated the authority to vote proxies for securities owned by the Fund to JPMIM or JPMIA, as applicable . 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.

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.

Morgan

						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
Prime Money Market Fund
September 1, 2005 to February 28, 2006 (c)	$	1.00	$	0.02		$	—	(f)	$	0.02		$	(0.02	)
Year Ended August 31, 2005		1.00		0.02			—			0.02			(0.02	)
Year Ended August 31, 2004		1.00		0.01			—			0.01			(0.01	)
Year Ended August 31, 2003		1.00		0.01			—			0.01			(0.01	)
Year Ended August 31, 2002		1.00		0.02			—			0.02			(0.02	)
Year Ended August 31, 2001		1.00		0.05			—			0.05			(0.05	)
Liquid Assets Money Market Fund
July 1, 2005 to February 28, 2006 (d)		1.00		0.02			—	(f)		0.02			(0.02	)
February 19, 2005 (e) to June 30, 2005		1.00		0.01			—			0.01			(0.01	)
U.S. Government Money Market Fund
July 1, 2005 to February 28, 2006 (d)		1.00		0.02			—			0.02			(0.02	)
February 19, 2005 (e) to June 30, 2005		1.00		0.01			—	(f)		0.01			(0.01	)
U.S. Treasury Plus Money Market Fund
July 1, 2005 to February 28, 2006 (d)		1.00		0.02			—	(f)		0.02			(0.02	)
February 19, 2005 (e) to June 30, 2005		1.00		0.01			—	(f)		0.01			(0.01	)
Federal Money Market Fund
September 1, 2005 to February 28, 2006 (c)		1.00		0.02			—	(f)		0.02			(0.02	)
Year Ended August 31, 2005		1.00		0.02			—			0.02			(0.02	)
Year Ended August 31, 2004		1.00		—	(f)		—			—	(f)		—	(f)
Year Ended August 31, 2003		1.00		0.01			—			0.01			(0.01	)
Year Ended August 31, 2002		1.00		0.01			—			0.01			(0.01	)
Year Ended August 31, 2001		1.00		0.05			—			0.05			(0.05	)

 

(a) Annualized for periods less than one year.

(b) Not annualized for periods less than one year.

(c) Effective February 28, 2006, the Fund changed its fiscal year end from August 31 to the last day of February.

(d) Effective February 28, 2006, the Fund changed its fiscal year end from June 30 to the last day of February.

(e) Commencement of offering of class of shares.

(f) Amount is less than $0.01.

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2006

					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)		Net expenses			Net investment income (loss)			Expenses without waivers, reimbursements and earning credits
$1.00		1.80	%	$	3,995,204		0.51	%		3.61	%		0.53	%
1.00		2.08			3,771,089		0.55			2.05			0.58
1.00		0.59			3,919,246		0.59			0.59			0.63
1.00		0.87			4,627,000		0.59			0.90			0.62
1.00		1.71			7,552,000		0.58			1.72			0.61
1.00		5.10			10,367,000		0.59			4.82			0.61
1.00		2.26			1,889,908		0.59			3.56			0.64
1.00		0.84			253,991		0.59			2.36			0.64
1.00		2.24			2,648,298		0.59			3.34			0.63
1.00		0.81			2,445,422		0.59			2.26			0.63
1.00		2.16			875,609		0.59			3.20			0.64
1.00		0.78			812,795		0.59			2.20			0.62
1.00		1.72			206,926		0.59			3.44			0.64
1.00		1.88			220,885		0.64			1.85			0.72
1.00		0.41			238,643		0.70			0.40			0.79
1.00		0.70			310,996		0.70			0.72			0.79
1.00		1.51			451,881		0.70			1.53			0.72
1.00		4.84			658,008		0.70			4.57			0.74

 

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75

Financial Highlights

CONTINUED

Morgan

						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
California Municipal Money Market Fund
September 1, 2005 to February 28, 2006 (c)	$	1.00	$	0.01		$	—	(f)	$	0.01		$	(0.01	)
Year Ended August 31, 2005		1.00		0.02			—			0.02			(0.02	)
Year Ended August 31, 2004		1.00		0.01			—			0.01			(0.01	)
Year Ended August 31, 2003		1.00		0.01			—			0.01			(0.01	)
Year Ended August 31, 2002		1.00		0.01			—			0.01			(0.01	)
Year Ended August 31, 2001		1.00		0.03			—			0.03			(0.03	)
Michigan Municipal Money Market Fund
July 1, 2005 to February 28, 2006 (d)		1.00		0.01			—	(f)		0.01			(0.01	)
February 19, 2005 (e) to June 30, 2005		1.00		0.01			—			0.01			(0.01	)
New York Municipal Money Market Fund
September 1, 2005 to February 28, 2006 (c)		1.00		0.01			—	(f)		0.01			(0.01	)
Year Ended August 31, 2005		1.00		0.02			—			0.02			(0.02	)
Year Ended August 31, 2004		1.00		—	(f)		—			—	(f)		—	(f)
Year Ended August 31, 2003		1.00		0.01			—			0.01			(0.01	)
Year Ended August 31, 2002		1.00		0.01			—			0.01			(0.01	)
Year Ended August 31, 2001		1.00		0.03			—			0.03			(0.03	)
Ohio Municipal Money Market Fund
July 1, 2005 to February 28, 2006 (d)		1.00		0.01			—	(f)		0.01			(0.01	)
February 19, 2005 (e) to June 30, 2005		1.00		0.01			—	(f)		0.01			(0.01	)

 

(a) Annualized for periods less than one year.

(b) Not annualized for periods less than one year.

(c) Effective February 28, 2006, the Fund changed its fiscal year end from August 31 to the last day of February.

(d) Effective February 28, 2006, the Fund changed its fiscal year end from June 30 to the last day of February.

(e) Commencement of offering of class of shares.

(f) Amount is less than $0.01.

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2006

					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)		Net expenses			Net investment income (loss)			Expenses without waivers, reimbursements and earnings credits
$1.00		1.16	%	$	45,020		0.55	%		2.28	%		0.68	%
1.00		1.47			217,166		0.55			1.49			0.70
1.00		0.51			154,326		0.55			0.51			0.80
1.00		0.72			149,147		0.55			0.72			0.73
1.00		1.13			163,071		0.55			1.05			0.76
1.00		2.70			82,755		0.55			2.68			0.83
1.00		1.47			31,580		0.59			2.27			0.69
1.00		0.64			7,803		0.59			1.81			0.70
1.00		1.14			1,097,957		0.59			2.27			0.64
1.00		1.42			1,485,743		0.59			1.40			0.67
1.00		0.48			1,540,274		0.59			0.48			0.70
1.00		0.72			1,662,000		0.59			0.72			0.69
1.00		1.20			2,123,000		0.59			1.17			0.69
1.00		2.98			2,438,730		0.59			2.88			0.71
1.00		1.46			26,537		0.59			2.34			0.72
1.00		0.63			1,891		0.59			1.80			0.72

 

JPMORGAN MONEY MARKET FUNDS

77

Financial Highlights

CONTINUED

Morgan

						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
100% U.S. Treasury Securities Money Market Fund
September 1, 2005 to February 28, 2006 (c)		$ 1.00		$ 0.02			$ —	(f)		$ 0.02			$ (0.02	)
Year Ended August 31, 2005		1.00		0.02			—			0.02			(0.02	)
Year Ended August 31, 2004		1.00		—	(f)		—			—	(f)		—	(f)
Year Ended August 31, 2003		1.00		0.01			—			0.01			(0.01	)
Year Ended August 31, 2002		1.00		0.02			—			0.02			(0.02	)
Year Ended August 31, 2001		1.00		0.05			—			0.05			(0.05	)
Tax Free Money Market Fund
September 1, 2005 to February 28, 2006 (c)		1.00		0.01			—	(f)		0.01			(0.01	)
Year Ended August 31, 2005		1.00		0.02			—			0.02			(0.02	)
Year Ended August 31, 2004		1.00		—	(f)		—			—	(f)		—	(f)
Year Ended August 31, 2003		1.00		0.01			—			0.01			(0.01	)
Year Ended August 31, 2002		1.00		0.01			—			0.01			(0.01	)
Year Ended August 31, 2001		1.00		0.03			—			0.03			(0.03	)
Municipal Money Market Fund
July 1, 2005 to February 28, 2006 (d)		1.00		0.01			—	(f)		0.01			(0.01	)
February 19, 2005 (e) to June 30, 2005		1.00		0.01			—	(f)		0.01			(0.01	)

 

(a) Annualized for periods less than one year.

(b) Not annualized for periods less than one year.

(c) Effective February 28, 2006, the Fund changed its fiscal year end from August 31 to the last day of February.

(d) Effective February 28, 2006, the Fund changed its fiscal year end from June 30 to the last day of February.

(e) Commencement of offering of class of shares.

(f) Amount is less than $0.01.

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2006

					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)		Net expenses			Net investment income (loss)			Expenses without waivers, reimbursements and earning credits
$ 1.00		1.59	%		$ 1,913,521		0.59	%		3.18	%		0.64	%
1.00		1.75			2,032,558		0.59			1.75			0.66
1.00		0.45			1,868,692		0.59			0.43			0.69
1.00		0.75			2,535,204		0.59			0.77			0.69
1.00		1.55			3,525,590		0.59			1.53			0.69
1.00		4.75			4,026,670		0.59			4.59			0.71
1.00		1.15			465,810		0.59			2.37			0.63
1.00		1.43			557,839		0.59			1.43			0.66
1.00		0.48			566,501		0.59			0.48			0.68
1.00		0.69			655,098		0.59			0.72			0.69
1.00		1.21			903,000		0.59			1.14			0.69
1.00		3.13			906,754		0.59			3.09			0.72
1.00		1.49			248,123		0.59			2.33			0.64
1.00		0.63			36,495		0.59			1.79			0.63

 

JPMORGAN MONEY MARKET FUNDS

79

Financial Highlights

CONTINUED

Class B

						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
Prime Money Market Fund
September 1, 2005 to February 28, 2006 (c)	$	1.00	$	0.02		$	—	(e)	$	0.02		$	(0.02	)
Year Ended August 31, 2005		1.00		0.02			—			0.02			(0.02	)
Year Ended August 31, 2004		1.00		—	(e)		—			—	(e)		—	(e)
Year Ended August 31, 2003		1.00		—	(e)		—			—	(e)		—	(e)
Year Ended August 31, 2002		1.00		0.01			—			0.01			(0.01	)
Year Ended August 31, 2001		1.00		0.04			—			0.04			(0.04	)
Liquid Assets Money Market Fund
July 1, 2005 to February 28, 2006 (d)		1.00		0.02			—	(e)		0.02			(0.02	)
Year Ended June 30, 2005		1.00		0.01			—			0.01			(0.01	)
Year Ended June 30, 2004		1.00		—	(e)		—			—	(e)		—	(e)
Year Ended June 30, 2003		1.00		—	(e)		—			—	(e)		—	(e)
Year Ended June 30, 2002		1.00		0.01			—			0.01			(0.01	)
Year Ended June 30, 2001		1.00		0.05			—			0.05			(0.05	)
U.S. Treasury Plus Money Market Fund
July 1, 2005 to February 28, 2006 (d)		1.00		0.02			—	(e)		0.02			(0.02	)
Year Ended June 30, 2005		1.00		0.01			—	(e)		0.01			(0.01	)
Year Ended June 30, 2004		1.00		—	(e)		—			—	(e)		—	(e)
Year Ended June 30, 2003		1.00		—	(e)		—			—	(e)		—	(e)
Year Ended June 30, 2002		1.00		0.01			—			0.01			(0.01	)
Year Ended June 30, 2001		1.00		0.04			—			0.04			(0.04	)

 

(a) Annualized for periods less than one year.

(b) Not annualized for periods less than one year.

(c) Effective February 28, 2006, the Fund changed its fiscal year end from August 31 to the last day of February.

(d) Effective February 28, 2006, the Fund changed its fiscal year end from June 30 to the last day of February.

(e) Amount is less than $0.01.

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2006

					Ratios/Supplemental data
						Ratios to average net assets (a)
Net asset  value, end of period	Total return (excludes sales charge) (b)			Net assets end of period (000’s)		Net expenses			Net investment income (loss)			Expenses without waivers, reimbursements and earning credits
$1.00		1.57	%	$	5,907		0.97	%		3.16	%		1.18	%
1.00		1.52			5,690		1.11			1.58			1.23
1.00		0.12			8,247		1.06			0.12			1.28
1.00		0.25			10,093		1.21			0.27			1.27
1.00		1.05			13,296		1.23			1.10			1.26
1.00		4.43			17,726		1.24			4.17			1.26
1.00		2.01			20,450		0.97			2.97			1.19
1.00		1.27			26,999		1.01			1.17			1.44
1.00		0.15			41,540		1.02			0.15			1.54
1.00		0.33			62,581		1.33			0.32			1.55
1.00		1.12			38,690		1.52			1.08			1.55
1.00		4.58			33,898		1.52			4.22			1.55
1.00		1.90			1,819		0.97			2.82			1.19
1.00		1.25			2,358		0.87			1.18			1.42
1.00		0.24			2,860		0.82			0.24			1.52
1.00		0.31			3,096		1.17			0.31			1.53
1.00		1.05			1,735		1.52			0.95			1.53
1.00		4.27			1,014		1.52			4.17			1.54

 

JPMORGAN MONEY MARKET FUNDS

81

Financial Highlights

CONTINUED

Class C

						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
Prime Money Market Fund
September 1, 2005 to February 28, 2006 (c)	$	1.00	$	0.02		$	—	(e)	$	0.02		$	(0.02	)
Year Ended August 31, 2005		1.00		0.02			—			0.02			(0.02	)
Year Ended August 31, 2004		1.00		—	(e)		—			—	(e)		—	(e)
Year Ended August 31, 2003		1.00		—	(e)		—			—	(e)		—	(e)
Year Ended August 31, 2002		1.00		0.01			—			0.01			(0.01	)
Year Ended August 31, 2001		1.00		0.04			—			0.04			(0.04	)
Liquid Assets Money Market Fund
July 1, 2005 to February 28, 2006 (d)		1.00		0.02			—	(e)		0.02			(0.02	)
Year Ended June 30, 2005		1.00		0.01			—			0.01			(0.01	)
Year Ended June 30, 2004		1.00		—	(e)		—			—	(e)		—	(e)
Year Ended June 30, 2003		1.00		—	(e)		—			—	(e)		—	(e)
Year Ended June 30, 2002		1.00		0.01			—			0.01			(0.01	)
Year Ended June 30, 2001		1.00		0.05			—			0.05			(0.05	)
U.S. Treasury Plus Money Market Fund
July 1, 2005 to February 28, 2006 (d)		1.00		0.02			—	(e)		0.02			(0.02	)
Year Ended June 30, 2005		1.00		0.01			—	(e)		0.01			(0.01	)
Year Ended June 30, 2004		1.00		—	(e)		—			—	(e)		—	(e)
Year Ended June 30, 2003		1.00		—	(e)		—			—	(e)		—	(e)
Year Ended June 30, 2002		1.00		0.01			—			0.01			(0.01	)
Year Ended June 30, 2001		1.00		0.04			—			0.04			(0.04	)

 

(a) Annualized for periods less than one year.

(b) Not annualized for periods less than one year.

(c) Effective February 28, 2006, the Fund changed its fiscal year end from August 31 to the last day of February.

(d) Effective February 28, 2006, the Fund changed its fiscal year end from June 30 to the last day of February.

(e) Amount is less than $0.01.

JPMORGAN MONEY MARKET FUNDS

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					Ratios/Supplemental data
						Ratios to average net assets (a)
Net asset  value, end of period	Total return (excludes sales charge) (b)			Net assets end of period (000’s)		Net expenses			Net investment income (loss)			Expenses without waivers, reimbursements and earning credits
$1.00		1.57	%	$	611		0.97	%		3.21	%		1.18	%
1.00		1.52			387		1.11			1.54			1.23
1.00		0.12			661		1.07			0.13			1.28
1.00		0.25			564		1.21			0.25			1.27
1.00		1.05			628		1.23			1.16			1.26
1.00		4.43			302		1.24			4.17			1.26
1.00		2.01			543,064		0.97			3.04			1.19
1.00		1.27			347,285		0.97			2.06			1.23
1.00		0.15			8,284		1.02			0.15			1.52
1.00		0.33			9,267		1.33			0.31			1.55
1.00		1.12			3,430		1.52			0.95			1.55
1.00		4.58			1,266		1.52			4.30			1.56
1.00		1.90			21,148		0.97			2.82			1.19
1.00		1.25			27,589		0.96			1.90			1.21
1.00		0.24			548		0.83			0.24			1.53
1.00		0.31			869		1.19			0.30			1.53
1.00		1.05			682		1.52			1.02			1.53
1.00		4.27			459		1.52			4.00			1.53

 

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83

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 JPMT II ). Specifically, the NYAG alleged that Canary engaged in certain activities that it characterized as “market timing” and also “late trading”.

On February 18, 2005, one or more of the JPMTI Funds offered in this prospectus acquired the assets and liabilities of a series of One Group Mutual Funds . As a result of that acquisition of assets and liabilities, the fol lowing legal proceedings disclosure relating to One Group Mutual Funds and additional fee and expense information is applicable to any JPMTI Fund that acquired assets and liabilities of a series of One Group Mutual Funds.

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 its 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 A dvisors 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 a five year period 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 distribution plan 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 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 2006 subject to SEC approval . 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 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 certain of the Funds that was inconsistent with the terms of the Funds’ prospectus and that was

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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 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 NYAG , over 20 lawsuits have been filed by private plaintiffs and one lawsuit has been filed by the West Virginia Attorney General in connection with these circumstances in various state and federal courts around the country. These actions have been 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 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.

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 defendants (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, rescission of the distribution and service plans adopted under Rule 12b-1 of the 1940 Act, and attorneys’ fees.

On November 3, 2005, the district court ruled that all claims in the consolidated amended class action complaint against One Group Mutual Funds would be dismissed. The court also ruled that certain claims in that complaint and in the consolidated amended fund derivative complaint against other defendants would be dismissed. On March 1, 2006, the district court entered an order implementing these rulings , in which it dismissed certain claims against BOIA and its affiliates, all claims against One Group Mutual Funds, and all claims but one against the Trustees and former Trustees. On May 2, 2006, the West Virginia Attorney General voluntarily dismissed its suit. On May 30, 2006, the district court rul ed that the remaining claim against the Trustees and former Trustees is to be dismissed as well.

In addition to the lawsuits described above, on August 30, 2005, the Commissioner of the West Virginia Securities Division entered a S ummary Cease and Desist Order and Notice of Right to Hearing with respect to JPMorgan Investment Advisors, Inc. and JPMorgan Chase & Co. The order focuses on conduct characterized as market timing and violations of West Virginia securities laws. The order generally relates to the same facts that were the subject of the SEC Order and NYAG settlement discussed above.

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Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

It is possible that these matters , the SEC and NYAG settlements, 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.

Annual and Cumulative Expense Examples

As noted above, t he settlement agreement with the NYAG requires JPMorgan Investment Advisors 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 JPMorgan Investment Advisors and its affiliates and the Reduced Rate Funds, less waivers and reimbursements by JPMorgan Investment Advisors 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 JPMorgan Investment Advisors 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. The Reduced Rate Funds are the JPMorgan Large Cap Value Fund, JPMorgan Equity Index Fund, the JPMorgan Equity Income Fund , the JPMorgan Government Bond Fund and the JPMorgan U.S. Equity Fund (the successor by merger to the One Group Diversified Equity Fund ) and the Reduced Rates on various classes of those Funds were implemented September 27, 2004.

The required reductions may be made in the form of fee waivers or expense reimbursements in connection with the advisory agreement or administration agreement . S uch 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 Reduced Rate 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, shareholder servicing fees, fees paid to vendors not affiliated with JPMorgan Investment Advisors 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 JPMorgan Investment Advisors and its affiliates, as applicable. The affected Funds offered in this prospectus are not subject to a Reduced Rate.

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FUND	CLASS	NET EXPENSE RATIO			GROSS EXPENSE RATIO
JPMorgan Prime Money Market Fund	Morgan		0.5 2	%		0. 5 3	%
JPMorgan Prime Money Market Fund	B		0.97			1. 1 8
JPMorgan Prime Money Market Fund	C		0.97			1. 1 8
JPMorgan Liquid Assets Money Market Fund	Morgan		0.59			0.6 4
JPMorgan Liquid Assets Money Market Fund	B		0.97			1. 19
JPMorgan Liquid Assets Money Market Fund	C		0.97			1. 19
JPMorgan U.S. Government Money Market Fund	Morgan		0.59			0.63
JPMorgan U.S. Treasury Plus Money Market Fund	Morgan		0.59			0.6 4
JPMorgan U.S. Treasury Plus Money Market Fund	B		0.97			1.1 9
JPMorgan U.S. Treasury Plus Money Market Fund	C		0.97			1.1 9
JPMorgan 100% U.S. Treasury Securities Money Market Fund	Morgan		0.59			0.6 4
JPMorgan Municipal Money Market Fund	Morgan		0.59			0.6 4
JPMorgan Michigan Municipal Money Market Fund	Morgan		0.59			0. 6 9
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 July 1 , 200 6 , 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 JPMorgan Investment Advisors and its affiliates; and the Gross Expense Ratios thereafter.

“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.” “Annual Net Return” shows what effect the “Annual Costs” will have on the assumed 5% annual return for each year.

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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

	MORGAN SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
JUNE 30, 2007	$	53		5.00	%		4.48	%		4.48	%
JUNE 30, 2008		57		10.25			9.15			4.47
JUNE 30, 2009		59		15.76			14.03			4.47
JUNE 30, 2010		62		21.55			19.13			4.47
JUNE 30, 2011		65		27.63			24.45			4.47
JUNE 30, 2012		67		34.01			30.01			4.47
JUNE 30, 2013		70		40.71			35.83			4.47
JUNE 30, 2014		74		47.75			41.90			4.47
JUNE 30, 2015		77		55.13			48.24			4.47
JUNE 30, 2016		80		62.89			54.87			4.47

 

JPMORGAN PRIME MONEY MARKET FUND

	CLASS B SHARES1
	ANNUAL COSTS				GROSS CUMULATIVE RETURN						NET CUMULATIVE RETURN						NET ANNUAL RETURN
PERIOD ENDED	WITHOUT REDEMPTION		WITH REDEMPTION2		WITHOUT REDEMPTION			WITH REDEMPTION2			WITHOUT REDEMPTION			WITH REDEMPTION2			WITHOUT REDEMPTION			WITH REDEMPTION2
JUNE 30, 2007	$	99	$	599		5.00	%		0.00	%		4.03	%		–0.97	%		4.03	%		–0.97	%
JUNE 30, 2008		125		525		10.25			6.25			8.00			4.00			3.82			–0.03
JUNE 30, 2009		130		430		15.76			12.76			12.13			9.13			3.82			1.04
JUNE 30, 2010		135		435		21.55			18.55			16.41			13.41			3.82			1.14
JUNE 30, 2011		140		340		27.63			25.63			20.86			18.86			3.82			2.10
JUNE 30, 2012		145		245		34.01			33.01			25.48			24.48			3.82			2.99
JUNE 30, 2013		151		151		40.71			40.71			30.27			30.27			3.82			3.82
JUNE 30, 2014		157		157		47.75			47.75			35.25			35.25			3.82			3.82
JUNE 30, 2015		73		73		55.13			55.13			41.29			41.29			4.47			4.47
JUNE 30, 2016		77		77		62.89			62.89			47.61			47.61			4.47			4.47

 

1   Class B S hares automatically convert to Morgan S hares after eight years.

2   The “With Redemption” numbers for each period assume that the shareholder redeemed at the end of the period stated and did not redeem in prior periods.

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JPMORGAN PRIME MONEY MARKET FUND

	CLASS C SHARES1
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
JUNE 30, 2007	$	99		5.00	%		4.03	%		4.03	%
JUNE 30, 2008		125		10.25			8.00			3.82
JUNE 30, 2009		130		15.76			12.13			3.82
JUNE 30, 2010		135		21.55			16.41			3.82
JUNE 30, 2011		140		27.63			20.86			3.82
JUNE 30, 2012		145		34.01			25.48			3.82
JUNE 30, 2013		151		40.71			30.27			3.82
JUNE 30, 2014		157		47.75			35.25			3.82
JUNE 30, 2015		163		55.13			40.41			3.82
JUNE 30, 2016		169		62.89			45.78			3.82

 

1   The disclosure and numbers for Class C Shares shown above assume that the shareholder did not redeem the shares.
With redemption, the numbers for Class C Shares for the first year (period ended JUNE 3 0 , 200 7 ) would be as follows:

ANNUAL COSTS	GROSS CUMULATIVE RETURN	NET CUMULATIVE RETURN	NET ANNUAL RETURN
$ 199	4.00%	3.03%	3.03%

JPMORGAN LIQUID ASSETS MONEY MARKET FUND

	MORGAN SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
JUNE 30, 2007	$	60		5.00	%		4.41	%		4.41	%
JUNE 30, 2008		68		10.25			8.96			4.36
JUNE 30, 2009		71		15.76			13.71			4.36
JUNE 30, 2010		74		21.55			18.67			4.36
JUNE 30, 2011		78		27.63			23.84			4.36
JUNE 30, 2012		81		34.01			29.24			4.36
JUNE 30, 2013		85		40.71			34.88			4.36
JUNE 30, 2014		88		47.75			40.76			4.36
JUNE 30, 2015		92		55.13			46.90			4.36
JUNE 30, 2016		96		62.89			53.30			4.36

 

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Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

JPMORGAN LIQUID ASSETS MONEY MARKET FUND

	CLASS B SHARES1
	ANNUAL COSTS				GROSS CUMULATIVE RETURN						NET CUMULATIVE RETURN						NET ANNUAL RETURN
PERIOD ENDED	WITHOUT REDEMPTION		WITH REDEMPTION2		WITHOUT REDEMPTION			WITH REDEMPTION2			WITHOUT REDEMPTION			WITH REDEMPTION2			WITHOUT REDEMPTION			WITH REDEMPTION2
JUNE 30, 2007	$	99	$	599		5.00	%		0.00	%		4.03	%		–0.97	%		4.03	%		–0.97	%
JUNE 30, 2008		126		526		10.25			6.25			7.99			3.99			3.81			–0.04
JUNE 30, 2009		131		431		15.76			12.76			12.11			9.11			3.81			1.03
JUNE 30, 2010		136		436		21.55			18.55			16.38			13.38			3.81			1.13
JUNE 30, 2011		141		341		27.63			25.63			20.81			18.81			3.81			2.09
JUNE 30, 2012		147		247		34.01			33.01			25.42			24.42			3.81			2.98
JUNE 30, 2013		152		152		40.71			40.71			30.19			30.19			3.81			3.81
JUNE 30, 2014		158		158		47.75			47.75			35.16			35.16			3.81			3.81
JUNE 30, 2015		88		88		55.13			55.13			41.05			41.05			4.36			4.36
JUNE 30, 2016		92		92		62.89			62.89			47.20			47.20			4.36			4.36

 

1   Class B shares automatically convert to Morgan S hares after eight years.

2   The “With Redemption” numbers for each period assume that the shareholder redeemed at the end of the period stated and did not redeem in prior periods.

JPMORGAN LIQUID ASSETS MONEY MARKET FUND

	CLASS C SHARES1
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
JUNE 30, 2007	$	99		5.00	%		4.03	%		4.03	%
JUNE 30, 2008		126		10.25			7.99			3.81
JUNE 30, 2009		131		15.76			12.11			3.81
JUNE 30, 2010		136		21.55			16.38			3.81
JUNE 30, 2011		141		27.63			20.81			3.81
JUNE 30, 2012		147		34.01			25.42			3.81
JUNE 30, 2013		152		40.71			30.19			3.81
JUNE 30, 2014		158		47.75			35.16			3.81
JUNE 30, 2015		164		55.13			40.30			3.81
JUNE 30, 2016		170		62.89			45.65			3.81

 

1   The disclosure and numbers for Class C Shares shown above assume that the shareholder did not redeem the shares.
With redemption, the numbers for Class C Shares for the first year (period ended June 30 , 200 7 ) would be as follows:

ANNUAL COSTS	GROSS CUMULATIVE RETURN	NET CUMULATIVE RETURN	NET ANNUAL RETURN
$ 199	4.00%	3.03%	3.03%

 

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JPMORGAN U.S. GOVERNMENT MONEY MARKET FUND

	MORGAN SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
JUNE 30, 200 7	$	60		5.00	%		4.41	%		4. 41	%
JUNE 30, 200 8		67		10.25			8.97			4. 37
JUNE 30, 200 9		70		15.76			13.7 3			4.37
JUNE 30, 20 10		73		21.55			18.71			4.37
JUNE 30, 201 1		76		27.63			23.89			4.37
JUNE 30, 201 2		80		34.01			29.31			4.37
JUNE 30, 201 3		83		40.71			34.96			4.37
JUNE 30, 201 4		87		47.7 5			40.8 5			4.37
JUNE 30, 201 5		91		55.13			47.01			4.37
JUNE 30, 201 6		95		62.89			53.4 3			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
JUNE 30, 200 7	$	60		5.00	%		4.41	%		4.41	%
JUNE 30, 200 8		6 8		10.25			8.9 6			4.3 6
JUNE 30, 200 9		7 1		15.76			13.7 1			4.3 6
JUNE 30, 20 10		7 4		21.55			18. 67			4.3 6
JUNE 30, 201 1		7 8		27.63			23.8 4			4.3 6
JUNE 30, 201 2		8 1		34.01			29. 24			4.3 6
JUNE 30, 201 3		8 5		40.71			34. 88			4.3 6
JUNE 30, 201 4		8 8		47.75			40. 76			4.3 6
JUNE 30, 201 5		9 2		55.13			4 6.90			4.3 6
JUNE 30, 201 6		9 6		62.89			53. 30			4.3 6

 

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Fee and Expense Information

CONTINUED

JPMORGAN U.S. TREASURY PLUS MONEY MARKET FUND

	CLASS B SHARES1
	ANNUAL COSTS				GROSS CUMULATIVE RETURN						NET CUMULATIVE RETURN						NET ANNUAL RETURN
PERIOD ENDED	WITHOUT REDEMPTION		WITH REDEMPTION2		WITHOUT REDEMPTION			WITH REDEMPTION2			WITHOUT REDEMPTION			WITH REDEMPTION2			WITHOUT REDEMPTION			WITH REDEMPTION2
JUNE 30, 2007	$	99	$	599		5.00	%		0.00	%		4.03	%		–0.97	%		4.03	%		–0.97	%
JUNE 30, 2008		126		526		10.25			6.25			7.99			3.99			3.81			–0.04
JUNE 30, 2009		131		431		15.76			12.76			12.11			9.11			3.81			1.03
JUNE 30, 2010		136		436		21.55			18.55			16.38			13.38			3.81			1.13
JUNE 30, 2011		141		341		27.63			25.63			20.81			18.81			3.81			2.09
JUNE 30, 2012		147		247		34.01			33.01			25.42			24.42			3.81			2.98
JUNE 30, 2013		152		152		40.71			40.71			30.19			30.19			3.81			3.81
JUNE 30, 2014		158		158		47.75			47.75			35.16			35.16			3.81			3.81
JUNE 30, 2015		88		88		55.13			55.13			41.05			41.05			4.36			4.36
JUNE 30, 2016		92		92		62.89			62.89			47.20			47.20			4.36			4.36

 

1   Class B shares automatically convert to Morgan S hares after eight years.

2   The “With Redemption” numbers for each period assume that the shareholder redeemed at the end of the period stated and did not redeem in prior periods.

JPMORGAN U.S. TREASURY PLUS MONEY MARKET FUND

	CLASS C SHARES 1
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
JUNE 30, 2007	$	99		5.00	%		4.03	%		4.03	%
JUNE 30, 2008		126		10.25			7.99			3.81
JUNE 30, 2009		131		15.76			12.11			3.81
JUNE 30, 2010		136		21.55			16.38			3.81
JUNE 30, 2011		141		27.63			20.81			3.81
JUNE 30, 2012		147		34.01			25.42			3.81
JUNE 30, 2013		152		40.71			30.19			3.81
JUNE 30, 2014		158		47.75			35.16			3.81
JUNE 30, 2015		164		55.13			40.30			3.81
JUNE 30, 2016		170		62.89			45.65			3.81

 

1   The disclosure and numbers for Class C Shares shown above assume that the shareholder did not redeem the shares.
With redemption, the numbers for Class C Shares for the first year (period ended June 3 0 , 200 7 ) would be as follows:

ANNUAL COSTS	GROSS CUMULATIVE RETURN	NET CUMULATIVE RETURN	NET ANNUAL RETURN
$ 199	4.00%	3.03%	3.03%

 

JPMORGAN MONEY MARKET FUNDS

92

P R O S P E C T U S    JULY 1

2006

JPMORGAN 100% U.S. TREASURY SECURITIES MONEY MARKET FUND

	MORGAN SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
JUNE 30, 200 7	$	60		5.00	%		4.41	%		4.41	%
JUNE 30, 200 8		68		10.25			8.96			4.36
JUNE 30, 200 9		71		15.76			13.71			4.36
JUNE 30, 20 10		74		21.55			18.67			4.36
JUNE 30, 201 1		78		27.63			23.84			4.36
JUNE 30, 201 2		81		34.01			29.24			4.36
JUNE 30, 201 3		85		40.71			34.88			4.36
JUNE 30, 201 5		88		47.75			40.76			4.36
JUNE 30, 201 5		92		55.13			46.90			4.36
JUNE 30, 201 6		96		62.89			53.30			4.36

 

JPMORGAN MUNICIPAL MONEY MARKET FUND

	MORGAN SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
JUNE 30, 2007	$	60		5.00	%		4.41	%		4.41	%
JUNE 30, 2008		68		10.25			8.96			4.36
JUNE 30, 2009		71		15.76			13.71			4.36
JUNE 30, 2010		74		21.55			18.67			4.36
JUNE 30, 2011		78		27.63			23.84			4.36
JUNE 30, 2012		81		34.01			29.24			4.36
JUNE 30, 2013		85		40.71			34.88			4.36
JUNE 30, 2014		88		47.75			40.76			4.36
JUNE 30, 2015		92		55.13			46.90			4.36
JUNE 30, 2016		96		62.89			53.30			4.36

 

JPMORGAN MONEY MARKET FUNDS

93

Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

JPMORGAN MICHIGAN MUNICIPAL MONEY MARKET FUND

	MORGAN SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
JUNE 30, 2007	$	60		5.00	%		4.41	%		4.41	%
JUNE 30, 2008		74		10.25			8.91			4.31
JUNE 30, 2009		77		15.76			13.60			4.31
JUNE 30, 2010		80		21.55			18.50			4.31
JUNE 30, 2011		84		27.63			23.61			4.31
JUNE 30, 2012		87		34.01			28.94			4.31
JUNE 30, 2013		91		40.71			34.49			4.31
JUNE 30, 2014		95		47.75			40.29			4.31
JUNE 30, 2015		99		55.13			46.34			4.31
JUNE 30, 2016		1 03		62.89			52.64			4.31

 

JPMORGAN OHIO MUNICIPAL MONEY MARKET FUND

	MORGAN SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
JUNE 30, 2007		$ 60		5.00	%		4.41	%		4.41	%
JUNE 30, 2008		77		10.25			8.88			4.28
JUNE 30, 2009		80		15.76			13.54			4.28
JUNE 30, 2010		83		21.55			18.40			4.28
JUNE 30, 2011		87		27.63			23.47			4.28
JUNE 30, 2012		91		34.01			28.75			4.28
JUNE 30, 2013		95		40.71			34.26			4.28
JUNE 30, 2014		99		47.75			40.01			4.28
JUNE 30, 2015		1 03		55.13			46.00			4.28
JUNE 30, 2016		107		62.89			52.25			4.28

 

JPMORGAN MONEY MARKET FUNDS

94

This Page Intentionally Left Blank.

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- 551-8090
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. July 2006.

PR-MMM-706
  

PROSPECTUS JULY 1 , 200 6

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

JPMorgan Prime Money Market Fund	1
JPMorgan Liquid Assets Money Market Fund	6
JPMorgan U.S. Government Money Market Fund	1 1
JPMorgan U.S. Treasury Plus Money Market Fund	1 5
JPMorgan Federal Money Market Fund	19
JPMorgan 100% U.S. Treasury Securities Money Market Fund	2 3
JPMorgan Tax Free Money Market Fund	27
JPMorgan Municipal Money Market Fund	3 1
JPMorgan Michigan Municipal Money Market Fund	35
JPMorgan Ohio Municipal Money Market Fund	4 0
The Funds’ Management and Administration	4 5
How Your Account Works	4 7
Buying Fund Shares	4 7
Selling Fund Shares	5 0
Exchanging Fund Shares	5 0
Other Information Concerning the Funds	5 1
Shareholder Information	5 2
Distributions and Taxes	5 2
Shareholder Statements and Reports	5 3
Availability of Proxy Voting Record	5 3
Portfolio Holdings Disclosure	5 3
What the Terms Mean	5 4
Financial Highlights	5 6
Appendix A—Legal Proceedings and Additional Fee and Expense Information	6 2
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 temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

JPMORGAN MONEY MARKET FUNDS

2

P R O S P E C T U S    JULY 1

2006

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	1.59	%
WORST QUARTER 3rd quarter, 2003	0.17	%
4th quarter, 2003
1st quarter, 2004
2nd quarter, 2004

 

The Fund’s year-to-date total return as of 3 /3 1 /0 6 was 1. 00 %.

1 The Fund’s fiscal year end is the last day of February .

JPMORGAN MONEY MARKET FUNDS

4

P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Premier Shares		2 . 88		2. 01		3. 6 9

 

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
Shareholder Service Fees	0.30
Other Expenses1	0.1 0
Total Annual Operating Expenses	0.4 8
Fee Waiver and Expense Reimbursements2	(0.0 3	)
Net Expenses2	0.45

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6 /3 0 /0 7 . 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 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 6 /3 0 /0 7 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		15 1		2 66		6 0 1

 

JPMORGAN MONEY MARKET FUNDS

5

JPMorgan
    Liquid Assets 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 one of the two highest short-term rating s 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

6

P R O S P E C T U S    JULY 1

2006

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 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

JPMORGAN MONEY MARKET FUNDS

7

JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

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

8

P R O S P E C T U S    JULY 1

2006

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 s hares 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	1.56	%
WORST QUARTER 1st quarter, 2004	0.16	%

 

The Fund’s year-to-date total return as of 3 /3 1 /0 6 was 0 .9 8 %.

1 The Fund’s fiscal year end is the last day of February.

2 The Premier Shares were launched on February 19 , 2005 and as a result, have not yet had a full calendar year of perfor mance. Therefore, the performance shown is that of the Inves tor Shares of the Fund, the original class offered, and has not been adjusted to reflect the differences in fees and other expenses between the classes. Investor Shares of the Fund are not offered in this pro spectus. Premier and Investor Shares would have substantially similar performance because the shares are invested in the same portfolio of securities, and the performance would differ only to the extent that the classes have different expenses.

JPMORGAN MONEY MARKET FUNDS

9

JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Premier Shares1		2 . 88		1 . 97		3. 66

 

1 The performance in the table for the period before Premier Shares were launched on 2/ 19 /05 is based on the Fund’s Investor Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. 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
Shareholder Service Fees	0.30
Other Expenses1	0.1 1
Total Annual Operating Expenses	0. 49
Fee Waiver and Expense Reimbursements2	(0.0 4	)
Net Expenses2	0.45

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6 /3 0 /0 7 . 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 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 6 /3 0 /0 7 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		15 3		2 7 0		6 1 2

 

JPMORGAN MONEY MARKET FUNDS

10

JPMorgan
    U.S. 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:

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

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

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.

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

JPMORGAN MONEY MARKET FUNDS

11

JPMorgan
    U.S. Government Money Market Fund

CONTINUED

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

12

P R O S P E C T U S    JULY 1

2006

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 RETURNS^1,2

BEST QUARTER 4th quarter, 2000	1.58	%
WORST QUARTER 2nd quarter, 2004	0.18	%

 

The Fund’s year-to-date total return as of 3 /3 1 /0 6 was 1. 01 %.

1 The Fund’s fiscal year end is the last day of February.

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 performance has been adjusted to reflect the differences in expenses between the classes.

JPMORGAN MONEY MARKET FUNDS

13

JPMorgan
    U.S. Government Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Premier Shares1		2 . 86		2. 00		3. 66

 

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 performance has been adjusted to reflect the differences in expenses between the 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
Shareholder Service Fees	0.30
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 period.

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 through 6 / 30 /0 7. 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 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 6 /3 0 /0 7 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		26 6		601

 

JPMORGAN MONEY MARKET FUNDS

14

JPMorgan
    U.S. Treasury Plus 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 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

15

JPMorgan
    U.S. Treasury Plus Money Market Fund

CONTINUED

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

16

P R O S P E C T U S    JULY 1

2006

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 s hares 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	1.52	%
WORST QUARTER 2nd quarter, 2004	0.13	%

 

The Fund’s year-to-date total return as of 3 /3 1 /0 6 was 0 . 95 %.

1 The Fund’s fiscal year end is the last day of February.

2 The Premier Shares were launched on February 19 , 2005 and as a result, have not yet had a full calendar year of perfor mance. Therefore, the performance shown is that of the Inves tor Shares of the Fund, the original class offered, and has not been adjusted to reflect the differences in fees and other expenses between the classes. Investor Shares of the Fund are not offered in this pro spectus. Premier and Investor Shares would have substantially similar performance because the shares are invested in the same portfolio of securities, and the performance would differ only to the extent that the classes have different expenses.

JPMORGAN MONEY MARKET FUNDS

17

JPMorgan
    U.S. Treasury Plus Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Premier Shares1		2 . 72		1 . 8 2		3. 46

 

1 The performance in the table for the period before Premier Shares were launched on 2/ 19 /05 is based on the Fund’s Investor Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. 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
Shareholder Service Fees	0.30
Other Expenses1	0. 1 1
Total Annual Operating Expenses	0.4 9
Fee Waiver and Expense Reimbursements2	(0.0 4	)
Net Expenses2	0.45

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6 /3 0 /0 7 . 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 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 6 /3 0 /0 7 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		15 3		2 70		61 2

 
    

JPMORGAN MONEY MARKET FUNDS

18

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 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.

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

19

JPMorgan
    Federal Money Market Fund

CONTINUED

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.

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

20

P R O S P E C T U S    JULY 1

2006

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, 2003	0.15	%
4th quarter, 2003
1st quarter, 2004

 

The Fund’s year-to-date total return as of 3 /3 1 /0 6 was 0 . 9 9 %.

1 The Fund’s fiscal year end is the last day of February.

JPMORGAN MONEY MARKET FUNDS

21

JPMorgan
    Federal Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Premier Shares		2 . 78		1 . 92		3. 54

 

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
Shareholder Service Fees	0.30
Other Expenses1	0.1 1
Total Annual Operating Expenses	0. 49
Fee Waiver and Expense Reimbursements2	(0.0 4	)
Net Expenses2	0.45

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6 /3 0 /0 7 . 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 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 6 /3 0 /0 7 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		15 3		27 0		6 1 2

 

JPMORGAN MONEY MARKET FUNDS

22

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.

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;

JPMORGAN MONEY MARKET FUNDS

23

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

CONTINUED

•  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

24

P R O S P E C T U S    JULY 1

2006

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 RETURNS^1,2

BEST QUARTER 4th quarter, 2000	1.49	%
WORST QUARTER 3rd quarter, 2003	0.14	%
4th quarter, 2003
1st quarter, 2004
2nd quarter, 2004

 

The Fund’s year-to-date total return as of 3 /3 1 /0 6 was 0 . 95 %.

1 The Fund’s fiscal year end is the last day of February.

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 s prior to 5/ 3 /96 when the Morgan Shares were launched is based on the performance of the Fund’s predecessor, the Hanover 100% Treasury Securities Money Market Fund.

JPMORGAN MONEY MARKET FUNDS

25

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

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Premier Shares1		2 . 59		1 . 79		3. 35

 

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 s prior to 5/ 3 /96 when the Morgan Shares were launched 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
Shareholder Service Fees	0.30
Other Expenses1	0.11
Total Annual Operating Expenses	0.49
Fee Waivers and Expense Reimbursements2	(0.04	)
Net Expenses2	0.45

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6 / 30 /0 7. 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 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 6 /3 0 /0 7 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		153		270		612

 

JPMORGAN MONEY MARKET FUNDS

26

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. 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

27

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.
    

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

28

P R O S P E C T U S    JULY 1

2006

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	0.98	%
WORST QUARTER 3rd quarter, 2003	0.13	%

 

The Fund’s year-to-date total return as of 3 /3 1 /0 6 was 0 . 65 %.

1 The Fund’s fiscal year end is the last day of February.

JPMORGAN MONEY MARKET FUNDS

29

JPMorgan
    Tax Free Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Premier Shares		1.9 8		1. 41		2. 29

 

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
Shareholder Service Fees	0.30
Other Expenses1	0.1 0
Total Annual Operating Expenses	0.4 8
Fee Waivers and Expense Reimbursements2	(0.0 3	)
Net Expenses2	0.45

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6 /3 0 /0 7 . 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 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 6 /3 0 /0 7 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		15 1		2 66		6 0 1

 

JPMORGAN MONEY MARKET FUNDS

30

JPMorgan
    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 municipal 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 one of the two highest short-term rating s 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

31

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.
    

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

32

P R O S P E C T U S    JULY 1

2006

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	0.99	%
WORST QUARTER 3rd quarter, 2003	0.13	%

 

The Fund’s year-to-date total return as of 3 /3 1 /0 6 was 0 . 66 %.

1 The Fund’s fiscal year end is the last day of February.

JPMORGAN MONEY MARKET FUNDS

33

JPMorgan
    Municipal Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Premier Shares		2 . 0 4		1. 42		2. 33

 

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
Shareholder Service Fees	0.30
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 period.

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 through 6 /3 0 /0 7 . 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 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 6 /3 0 /0 7 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		26 6		601

 

JPMORGAN MONEY MARKET FUNDS

34

JPMorgan
    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 A ssets in such municipal 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 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 one of the two highest short-term rating s 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

35

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.

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

36

P R O S P E C T U S    JULY 1

2006

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

37

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. 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 RETURNS^1,2

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

 

The Fund’s year-to-date total return as of 3 /3 1 /0 6 was 0 . 66 %.

1 The Fund’s fiscal year end is the last day of February.

2 Historical 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. 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 the classes.

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P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Premier Shares1		2 . 03		1. 3 7		2. 27

 

1 Historical 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. 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
Shareholder Service Fees	0.30
Other Expenses1	0.1 6
Total Annual Operating Expenses	0.5 4
Fee Waivers and Expense Reimbursements2	(0.0 9	)
Net Expenses2	0.45

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6 /3 0 /0 7 . 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 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 6 /3 0 /0 7 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		16 4		2 93		6 68

 

JPMORGAN MONEY MARKET FUNDS

39

JPMorgan
    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 A ssets in such municipal 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 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 one of the two highest short-term rating s 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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P R O S P E C T U S    JULY 1

2006

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.

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

41

JPMorgan
    Ohio Municipal Money Market Fund

CONTINUED

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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P R O S P E C T U S    JULY 1

2006

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	0.97	%
WORST QUARTER 3rd quarter, 2003	0.11	%

 

The Fund’s year-to-date total return as of 3 /3 1 /0 6 was 0 . 65 %.

1 The Fund’s fiscal year end is the last day of February.

JPMORGAN MONEY MARKET FUNDS

43

JPMorgan
    Ohio Municipal Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Premier Shares		2 .0 1		1. 3 7		2. 30

 

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
Shareholder Service Fees	0.30
Other Expenses1	0.1 9
Total Annual Operating Expenses	0.5 7
Fee Waivers and Expense Reimbursements2	(0. 12	)
Net Expenses2	0.45

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6 /3 0 /0 7 . 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 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 6 /3 0 /0 7 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		1 71		306		7 02

 

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

•  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 s 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 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 period ended 2 / 28 /0 6 , JPMIM or JPMIA were paid management fees (net of waivers, if any), as shown below, as a percentage of average daily net assets:

FUND	%
Prime Money Market Fund	0.08
Liquid Assets Money Market Fund	0.08
U.S. Government Money Market Fund	0.08
U.S. Treasury Plus Money Market Fund	0.08
Federal Money Market Fund	0.08
100% U.S. Treasury Securities Money Market Fund	0.08
Tax Free Money Market Fund	0.08
Municipal Money Market Fund	0.08
Michigan Municipal Money Market Fund	0.08
Ohio Municipal Money Market Fund	0.08

 

A discussion of the basis the Boards of Trustees of JPMTI and JPMTII used in reapproving the investment advisory agreement for the Funds is available in the shareholder report for the period ended August 31 , 2005 for the JPMTI Funds, and is available in the shareholder report for the period ended December 31 , 2005 for the JPMTII 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

JPMORGAN MONEY MARKET FUNDS

45

The Funds’ Management and Administration

CONTINUED

in the JPMorgan Funds Complex and 0.05% of average daily net assets over $100 billion.

The Funds’ Shareholder Servicing Agent

JPMTI and JPMTII , on behalf of the Funds, h ave 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 0.30% 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 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 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. Financial Intermediaries or such other organizations may impose eligibility requirements for each of their clients or cus tomers investing in the Funds, including investment minimum requirements, which may be the same or differ from the requirements for investors purchasing directly from the Funds. You may also purchase 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 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
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 JPMorgan 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. The SAI has additional information on investment minimum waivers for inves tors pur chasing directly from the Funds through JPMDS, such as when additional accounts of the investor may be aggregated together to meet the minimum requirement. For further infor mation on investment minimum waivers, you can also 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

JPMORGAN MONEY MARKET FUNDS

48

P R O S P E C T U S    JULY 1

2006

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 323 125 832
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

•  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.

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49

How Your Account Works

CONTINUED

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 your Premier Shares 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.

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

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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 Funds 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.

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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. Properly designated exempt-interest dividends 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 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 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 obligations which, if realized directly, would be exempt from such income taxes.

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 Ohio 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 corporate franchise tax net worth computation . Dividends that are attributable to interest on 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 not be included in the net income base of the Ohio corporation franchise tax. Note that for most entities, the corporate franchise tax will be phased out over five years starting with the 2006 corporation franchise tax report. 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 generated by such obligations. Thus, a Fund could be required to , at times , liquidate other investments in order to satisfy its distribution requirements.

The dates on which dividends and capital gains will be distributed for calendar year 200 6 are available online at www.jpmorganfunds.com.

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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.

SHAREHOLDER STATEMENTS AND REPORTS

The Funds or your Financial Intermediary will send you transaction confirmation statements and monthly account statements. Please review these statements carefully. The Funds will correct errors if notified within 10 days of the date printed on the transaction confirmation or account statement. Your Financial Intermediary may have a different cut-off time.

After each fiscal half-year, you will receive a financial report from the Funds. In addition, the Funds will periodically send you proxy statements and other reports.

If you have any questions or need additional information, please write to JPMorgan Funds Services at P.O. Box 8528, Boston, MA 02266-8528, call 1-800-480-4111 or visit www.jpmorganfunds.com.

AVAILABILITY OF PROXY VOTING RECORD

The Trustees have delegated the authority to vote proxies for securities owned by the Fund to JPMIM or JPMIA, as applicable . 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.

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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.

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.

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.

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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.

Premier

								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
Prime Money Market Fund
September 1, 2005 to February 28, 2006 (c)	$	1.00	$	0.02	$	—	(f)	$	0.02	$	(0.02	)
Year Ended August 31, 2005		1.00		0.02		—			0.02		(0.02	)
Year Ended August 31, 2004		1.00		0.01		—			0.01		(0.01	)
Year Ended August 31, 2003		1.00		0.01		—			0.01		(0.01	)
Year Ended August 31, 2002		1.00		0.02		—			0.02		(0.02	)
Year Ended August 31, 2001		1.00		0.05		—			0.05		(0.05	)
Liquid Assets Money Market Fund
July 1, 2005 to February 28, 2006 (d)		1.00		0.02		—	(f)		0.02		(0.02	)
February 19, 2005 (e) to June 30, 2005		1.00		0.01		—			0.01		(0.01	)
U.S. Government Money Market Fund
July 1, 2005 to February 28, 2006 (d)		1.00		0.02		—			0.02		(0.02	)
Year Ended June 30, 2005		1.00		0.02		—	(f)		0.02		(0.02	)
Year Ended June 30, 2004		1.00		0.01		—			0.01		(0.01	)
Year Ended June 30, 2003		1.00		0.01		—			0.01		(0.01	)
Year Ended June 30, 2002		1.00		0.02		—			0.02		(0.02	)
Year Ended June 30, 2001		1.00		0.06		—			0.06		(0.06	)
U.S. Treasury Plus Money Market Fund
July 1, 2005 to February 28, 2006 (d)		1.00		0.02		—	(f)		0.02		(0.02	)
February 19, 2005 (e) to June 30, 2005		1.00		0.01		—	(f)		0.01		(0.01	)
Federal Money Market Fund
September 1, 2005 to February 28, 2006 (c)		1.00		0.02		—	(f)		0.02		(0.02	)
Year Ended August 31, 2005		1.00		0.02		—			0.02		(0.02	)
Year Ended August 31, 2004		1.00		0.01		—			0.01		(0.01	)
Year Ended August 31, 2003		1.00		0.01		—			0.01		(0.01	)
Year Ended August 31, 2002		1.00		0.02		—			0.02		(0.02	)
Year Ended August 31, 2001		1.00		0.05		—			0.05		(0.05	)
100% U.S. Treasury Securities Money Market Fund
September 1, 2005 to February 28, 2006 (c)		1.00		0.02		—	(f)		0.02		(0.02	)
Year Ended August 31, 2005		1.00		0.02		—			0.02		(0.02	)
Year Ended August 31, 2004		1.00		0.01		—			0.01		(0.01	)
Year Ended August 31, 2003		1.00		0.01		—			0.01		(0.01	)
Year Ended August 31, 2002		1.00		0.02		—			0.02		(0.02	)
Year Ended August 31, 2001		1.00		0.05		—			0.05		(0.05	)

 

(a) Annualized for periods less than one year.

(b) Not annualized for periods less than one year.

(c) Effective February 28, 2006, the Fund changed its fiscal year end from August 31 to the last day of February.

(d) Effective February 28, 2006, the Fund changed its fiscal year end from June 30 to the last day of February.

(e) Commencement of offering of class of shares.

(f) Amount is less than $0.01.

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					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)		Net expenses			Net investment income (loss)			Expenses without waivers, reimbursements and earning credits
$1.00		1.83	%	$	7,450,365		0.45	%		3.65	%		0.48	%
1.00		2.18			8,577,924		0.45			2.22			0.48
1.00		0.73			5,887,641		0.45			0.73			0.47
1.00		1.01			5,411,913		0.45			1.00			0.46
1.00		1.85			5,182,000		0.44			1.80			0.47
1.00		5.25			2,153,000		0.45			4.96			0.49
1.00		2.36			316,397		0.45			3.61			0.49
1.00		0.89			80,814		0.45			2.52			0.52
1.00		2.37			1,957,807		0.39			3.56			0.48
1.00		1.79			1,416,600		0.39			1.94			0.44
1.00		0.72			728,456		0.39			0.71			0.39
1.00		1.15			770,196		0.39			1.13			0.39
1.00		2.21			699,907		0.37			2.24			0.39
1.00		5.71			778,727		0.35			5.33			0.39
1.00		2.25			1,164,950		0.45			3.36			0.49
1.00		0.83			1,009,503		0.45			2.32			0.47
1.00		1.79			756,761		0.45			3.52			0.49
1.00		2.08			1,502,964		0.45			2.13			0.49
1.00		0.66			1,057,504		0.45			0.65			0.48
1.00		0.95			1,214,705		0.45			0.96			0.47
1.00		1.77			1,403,875		0.45			1.73			0.47
1.00		5.07			275,695		0.49			4.78			0.49
1.00		1.69			1,507,936		0.39			3.48			0.49
1.00		1.92			1,010,061		0.41			2.08			0.48
1.00		0.58			564,734		0.46			0.57			0.47
1.00		0.88			488,963		0.46			0.85			0.47
1.00		1.68			352,873		0.46			1.52			0.48
1.00		4.84			133,245		0.48			4.70			0.52

 

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Financial Highlights

CONTINUED

Premier

	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
Tax Free Money Market Fund
September 1, 2005 to February 28, 2006 (c)	$	1.00	$	0.01	$	—	(f)	$	0.01	$	(0.01	)
Year Ended August 31, 2005		1.00		0.02		—			0.02		(0.02	)
Year Ended August 31, 2004		1.00		0.01		—			0.01		(0.01	)
Year Ended August 31, 2003		1.00		0.01		—			0.01		(0.01	)
Year Ended August 31, 2002		1.00		0.01		—			0.01		(0.01	)
Year Ended August 31, 2001		1.00		0.03		—			0.03		(0.03	)
Municipal Money Market Fund (d)
July 1, 2005 to February 28, 2006 (e)		1.00		0.02		—	(f)		0.02		(0.02	)
Year Ended June 30, 2005		1.00		0.01		—	(f)		0.01		(0.01	)
Year Ended June 30, 2004		1.00		0.01		—			0.01		(0.01	)
Year Ended June 30, 2003		1.00		0.01		—			0.01		(0.01	)
Year Ended June 30, 2002		1.00		0.01		—			0.01		(0.01	)
Year Ended June 30, 2001		1.00		0.03		—			0.03		(0.03	)

 

(a) Annualized for periods less than one year.

(b) Not annualized for periods less than one year.

(c) Effective February 28, 2006, the Fund changed its fiscal year end from August 31 to the last day of February.

(d) Effective February 19, 2005, Class I was renamed as Premier Shares.

(e) Effective February 28, 2006, the Fund changed its fiscal year end from June 30 to the last day of February.

(f) Amount is less than $0.01.

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					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)		Net expenses			Net investment income (loss)			Expenses without waivers, reimbursements and earning credits
$1.00		1.22	%	$	6,120,346		0.45	%		2.47	%		0.48	%
1.00		1.58			4,686,356		0.45			1.57			0.48
1.00		0.62			4,038,922		0.45			0.62			0.47
1.00		0.83			3,429,000		0.45			0.82			0.47
1.00		1.35			3,066,000		0.45			1.25			0.48
1.00		3.21			115,565		0.51			3.17			0.53
1.00		1.58			906,870		0.45			2.36			0.48
1.00		1.42			827,335		0.45			1.39			0.51
1.00		0.61			867,509		0.45			0.60			0.53
1.00		0.96			1,085,136		0.45			0.96			0.53
1.00		1.45			1,290,395		0.45			1.38			0.53
1.00		3.48			977,300		0.45			3.43			0.53

 

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Financial Highlights

CONTINUED

Premier

	Per share operating performance
			Investment operations							Distributions
	Net asset value, beginning of period		Net investment income (loss)		Net realized and unrealized gains (losses) on investments			Total from investment operations		Net investment income
Michigan Municipal Money Market Fund
July 1, 2005 to February 28, 2006 (c)	$	1.00	$	0.02	$	—	(d)	$	0.02	$	(0.02	)
Year Ended June 30, 2005		1.00		0.01		—			0.01		(0.01	)
Year Ended June 30, 2004		1.00		0.01		—			0.01		(0.01	)
Year Ended June 30, 2003		1.00		0.01		—			0.01		(0.01	)
Year Ended June 30, 2002		1.00		0.01		—			0.01		(0.01	)
Year Ended June 30, 2001		1.00		0.03		—			0.03		(0.03	)
Ohio Municipal Money Market Fund
July 1, 2005 to February 28, 2006 (c)		1.00		0.02		—	(d)		0.02		(0.02	)
Year Ended June 30, 2005		1.00		0.01		—	(d)		0.01		(0.01	)
Year Ended June 30, 2004		1.00		0.01		—			0.01		(0.01	)
Year Ended June 30, 2003		1.00		0.01		—			0.01		(0.01	)
Year Ended June 30, 2002		1.00		0.01		—			0.01		(0.01	)
Year Ended June 30, 2001		1.00		0.03		—			0.03		(0.03	)

 

(a) Annualized for periods less than one year.

(b) Not annualized for periods less than one year.

(c) Effective February 28, 2006, the Fund changed its fiscal year end from June 30 to the last day of February.

(d) Amount is less than $0.01.

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					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)		Net expenses			Net investment income (loss)			Expenses without waivers, reimbursement and earning credits
$1.00		1.57	%	$	135,695		0.45	%		2.34	%		0.54	%
1.00		1.32			141,695		0.47			1.37			0.56
1.00		0.56			112,753		0.47			0.56			0.55
1.00		0.87			64,146		0.49			0.88			0.57
1.00		1.41			83,008		0.47			1.49			0.55
1.00		3.44			100,673		0.45			3.40			0.53
1.00		1.55			38,765		0.45			2.32			0.57
1.00		1.40			44,469		0.46			1.36			0.52
1.00		0.56			46,968		0.47			0.55			0.50
1.00		0.88			73,757		0.47			0.88			0.50
1.00		1.43			57,338		0.46			1.47			0.50
1.00		3.42			100,004		0.46			3.33			0.49

 

JPMORGAN MONEY MARKET FUNDS

61

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 JPMTII). Specifically, the NYAG alleged that Canary engaged in certain activities that it characterized as “market timing” and also “late trading”.

On February 18, 2005, one or more of the JPMTI Funds offered in this prospectus acquired the assets and liabilities of a series of One Group Mutual Funds . As a result of that acquisition of assets and liabilities, the fol lowing legal proceedings disclosure relating to One Group Mutual Funds and additional fee and expense information is applicable to any JPMTI Fund that acquired assets and liabili ties of a series of One Group Mutual Funds.

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 its 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 A dvisors 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 a five year period 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 distribution plan 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 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 2006 subject to SEC approval . 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 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 certain of the Funds that was inconsistent with the terms of the Funds’ prospectus and that was

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P R O S P E C T U S    JULY 1

2006

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 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 NYAG , over 20 lawsuits have been filed by private plaintiffs and one lawsuit has been filed by the West Virginia Attorney General in connection with these circumstances in various state and federal courts around the country. These actions have been 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 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.

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 defendants (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, rescission of the distribution and service plans adopted under Rule 12b-1 of the 1940 Act, and attorneys’ fees.

On November 3, 2005, the district court ruled that all claims in the consolidated amended class action complaint against One Group Mutual Funds would be dismissed. The court also ruled that certain claims in that complaint and in the consolidated amended fund derivative complaint against other defendants would be dismissed. On March 1, 2006, the district court entered an order implementing these rulings , in which it dismissed certain claims against BOIA and its affiliates, all claims against One Group Mutual Funds, and all claims but one against the Trustees and former Trustees. On May 2, 2006, the West Virginia Attorney General voluntarily dismissed i t s suit. On May 30, 2006, the district court ruled that the remaining claim against the Trustees and former Trustees is to be dismissed as well.

In addition to the lawsuits described above, on August 30, 2005, the Commissioner of the West Virginia Securities Divi sion entered a Summary Cease and Desist Order and Notice of Right to Hearing with respect to JPMorgan Investment Advi sors, Inc. and JPMorgan Chase & Co. The order focuses on conduct characterized as

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63

Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

market timing and violations of West Virginia securities laws. The order generally relates to the same facts that were the subject of the SEC Order and NYAG settlement discussed above.

It is possible that these matters , the SEC and NYAG settlements, 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.

Annual and Cumulative Expense Examples

As noted above, t he settlement agreement with the NYAG requires JPMorgan Investment Advisors 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 JPMorgan Investment Advisors and its affiliates and the Reduced Rate Funds, less waivers and reimbursements by JPMorgan Investment Advisors 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 JPMorgan Investment Advisors 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. The Reduced Rate Funds are the JPMorgan Large Cap Value Fund, JPMorgan Equity Index Fund, the JPMorgan Equity Income Fund , the JPMorgan Government Bond Fund and the JPMorgan U.S. Equity Fund (the successor by merger to the One Group Diversified Equity Fund) and the Reduced Rates on various classes of those F unds were implemented September 27, 2004 .

The required reductions may be made in the form of fee waivers or expense reimbursements in connection with the advisory agreement or administration agreement . S uch 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 Reduced Rate 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, shareholder servicing fees, fees paid to vendors not affiliated with JPMorgan Investment Advisors 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 JPMorgan Investment Advisors and its affiliates, as applicable. The affected Funds offered in this prospectus are not subject to a Reduced Rate.

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P R O S P E C T U S    JULY 1

2006

FUND	Class	Net Expense Ratio			Gross Expense Ratio
JPMorgan Prime Money Market Fund	Premier		0.45	%		0.4 8	%
JPMorgan Liquid Assets Money Market Fund	Premier		0.45			0. 49
JPMorgan U.S. Government Premier Money Market Fund	Premier		0.45			0.48
JPMorgan U.S. Treasury Plus Money Market Fund	Premier		0.45			0.4 9
JPMorgan 100% U.S. Treasury Securities Money Market Fund	Premier		0.45			0.49
JPMorgan Municipal Money Market Fund	Premier		0.45			0.48
JPMorgan Michigan Municipal Money Market Fund	Premier		0.45			0.5 4
JPMorgan Ohio Municipal Money Market Fund	Premier		0.45			0.5 7

 

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 July 1, 200 6 , 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 JPMorgan Investment Advisors and its affiliates; and the Gross Expense Ratios thereafter.

“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.” “Annual Net Return” shows what effect the “Annual Costs” will have on the assumed 5% annual return for each year.

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65

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
JUNE 30, 2007	$	46		5.00	%		4.55	%		4.55	%
JUNE 30, 2008		51		10.25			9.28			4.52
JUNE 30, 2009		54		15.76			14.21			4.52
JUNE 30, 2010		56		21.55			19.38			4.52
JUNE 30, 2011		59		27.63			24.77			4.52
JUNE 30, 2012		61		34.01			30.41			4.52
JUNE 30, 2013		64		40.71			36.31			4.52
JUNE 30, 2014		67		47.75			42.47			4.52
JUNE 30, 2015		70		55.13			48.91			4.52
JUNE 30, 2016		73		62.89			55.64			4.52

 

JPMORGAN LIQUID ASSETS MONEY MARKET FUND

	PREMIER SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
JUNE 30, 2007	$	46		5.00	%		4.55	%		4.55	%
JUNE 30, 2008		52		10.25			9.27			4.51
JUNE 30, 2009		55		15.76			14.19			4.51
JUNE 30, 2010		57		21.55			19.34			4.51
JUNE 30, 2011		60		27.63			24.73			4.51
JUNE 30, 2012		62		34.01			30.35			4.51
JUNE 30, 2013		65		40.71			36.23			4.51
JUNE 30, 2014		68		47.75			42.37			4.51
JUNE 30, 2015		71		55.13			48.79			4.51
JUNE 30, 2016		75		62.89			55.51			4.51

 

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2006

JPMORGAN U.S. GOVERNMENT MONEY MARKET FUND

	PREMIER SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
JUNE 30, 200 7	$	46		5.00	%		4.55	%		4. 55	%
JUNE 30, 200 8		51		10.25			9.28			4. 52
JUNE 30, 200 9		54		15.76			14.2 1			4.52
JUNE 30, 20 1 0		56		21.55			19.38			4.52
JUNE 30, 201 1		59		27.63			24.77			4.52
JUNE 30, 201 2		61		34.01			30.41			4.52
JUNE 30, 201 3		64		40.71			36.31			4.52
JUNE 30, 201 4		67		47.7 5			42.47			4.52
JUNE 30, 201 5		70		55.13			48.91			4.52
JUNE 30, 201 6		73		62.89			55.64			4.52

 

JPMORGAN U.S. TREASURY PLUS MONEY MARKET FUND

	PREMIER SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
JUNE 30, 2007	$	46		5.00	%		4.55	%		4.55	%
JUNE 30, 2008		52		10.25			9.27			4.51
JUNE 30, 2009		55		15.76			14.19			4.51
JUNE 30, 2010		57		21.55			19.34			4.51
JUNE 30, 2011		60		27.63			24.73			4.51
JUNE 30, 2012		62		34.01			30.35			4.51
JUNE 30, 2013		65		40.71			36.23			4.51
JUNE 30, 2014		68		47.75			42.37			4.51
JUNE 30, 2015		71		55.13			48.79			4.51
JUNE 30, 2016		75		62.89			55.51			4.51

 

JPMORGAN MONEY MARKET FUNDS

67

Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

JPMORGAN 100% U.S. TREASURY SECURITIES MONEY MARKET FUND

	PREMIER SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
JUNE 30, 200 7	$	46		5.00	%		4.55	%		4.55	%
JUNE 30, 200 8		52		10.25			9.27			4.51
JUNE 30, 200 9		55		15.76			14.19			4.51
JUNE 30, 20 1 0		57		21.55			19.34			4.51
JUNE 30, 201 1		60		27.63			24.73			4.51
JUNE 30, 201 2		62		34.01			30.35			4.51
JUNE 30, 201 3		65		40.71			36.23			4.51
JUNE 30, 201 4		68		47.75			42.37			4.51
JUNE 30, 201 5		71		55.13			48.79			4.51
JUNE 30, 201 6		75		62.89			55.51			4.51

 

JPMORGAN MUNICIPAL MONEY MARKET FUND

	PREMIER SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
JUNE 30, 200 7	$	46		5.00	%		4.55	%		4. 55	%
JUNE 30, 200 8		51		10.25			9.28			4. 52
JUNE 30, 200 9		54		15.76			14.2 1			4.52
JUNE 30, 20 1 0		56		21.55			19.38			4.52
JUNE 30, 201 1		59		27.63			24.77			4.52
JUNE 30, 201 2		61		34.01			30.41			4.52
JUNE 30, 201 3		64		40.71			36.31			4.52
JUNE 30, 201 4		67		47.7 5			42.47			4.52
JUNE 30, 201 5		70		55.13			48.91			4.52
JUNE 30, 201 6		73		62.89			55.64			4.52

 

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2006

JPMORGAN MICHIGAN MUNICIPAL MONEY MARKET FUND

	PREMIER SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
JUNE 30, 2007	$	46		5.00	%		4.55	%		4.55	%
JUNE 30, 2008		58		10.25			9.21			4.46
JUNE 30, 2009		60		15.76			14.08			4.46
JUNE 30, 2010		63		21.55			19.17			4.46
JUNE 30, 2011		66		27.63			24.49			4.46
JUNE 30, 2012		69		34.01			30.04			4.46
JUNE 30, 2013		72		40.71			35.84			4.46
JUNE 30, 2014		75		47.75			41.90			4.46
JUNE 30, 2015		78		55.13			48.23			4.46
JUNE 30, 2016		82		62.89			54.84			4.46

 

JPMORGAN OHIO MUNICIPAL MONEY MARKET FUND

	PREMIER SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
JUNE 30, 2007	$	46		5.00	%		4.55	%		4.55	%
JUNE 30, 2008		61		10.25			9.18			4.43
JUNE 30, 2009		64		15.76			14.02			4.43
JUNE 30, 2010		66		21.55			19.07			4.43
JUNE 30, 2011		69		27.63			24.34			4.43
JUNE 30, 2012		72		34.01			29.85			4.43
JUNE 30, 2013		76		40.71			35.61			4.43
JUNE 30, 2014		79		47.75			41.61			4.43
JUNE 30, 2015		83		55.13			47.89			4.43
JUNE 30, 2016		86		62.89			54.44			4.43

 

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69

This Page Intentionally Left Blank.

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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- 551 -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. July 2006.

PR-MMP-706

PROSPECTUS JULY 1 , 200 6

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

JPMorgan Prime Money Market Fund	1
JPMorgan Liquid Assets Money Market Fund	6
JPMorgan U.S. Government Money Market Fund	11
JPMorgan U.S. Treasury Plus Money Market Fund	15
JPMorgan Federal Money Market Fund	19
JPMorgan 100% U.S. Treasury Securities Money Market Fund	23
JPMorgan Tax Free Money Market Fund	27
JPMorgan Municipal Money Market Fund	31
JPMorgan Michigan Municipal Money Market Fund	35
JPMorgan New York Municipal Money Market Fund	40
JPMorgan Ohio Municipal Money Market Fund	45
The Funds’ Management and Administration	50
How Your Account Works	52
Buying Fund Shares	52
Selling Fund Shares	55
Exchanging Fund Shares	55
Other Information Concerning the Funds	56
Shareholder Information	57
Distributions and Taxes	57
Shareholder Statements and Reports	58
Availability of Proxy Voting Record	58
Portfolio Holdings Disclosure	58
What the Terms Mean	59
Financial Highlights	60
Appendix A—Legal Proceedings and Additional Fee and Expense Information	66
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

P R O S P E C T U S    JULY 1

2006

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 RETURNS^1,2

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 3/ 3 1/06 was 0.94 %.

1 The Fund’s fiscal year end is the last day of February.

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 the 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

4

P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Reserve Shares1		2.62		1.74		3. 26

 

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 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 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	0.1 0
Total Annual Operating Expenses	0.7 3
Fee Waiver and Expense Reimbursements2	(0.0 3	)
Net Expenses2	0.70

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6/30/07 . 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 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 6/30/07 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		23 0		40 3		9 04

 

JPMORGAN MONEY MARKET FUNDS

5

JPMorgan
    Liquid Assets 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 one of the two highest short-term rating s 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

6

P R O S P E C T U S    JULY 1

2006

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 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

JPMORGAN MONEY MARKET FUNDS

7

JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

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

8

P R O S P E C T U S    JULY 1

2006

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 3/31/06 was 0.93 %.

1 The Fund’s fiscal year end is the last day of February.

JPMORGAN MONEY MARKET FUNDS

9

JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Reserve Shares		2.63		1.71		3. 40

 

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	0.1 1
Total Annual Operating Expenses	0.7 4
Fee Waiver and Expense Reimbursements2	(0.0 4	)
Net Expenses2	0.70

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6/30/07 . 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 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 6/30/07 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		23 3		4 08		9 15

 

JPMORGAN MONEY MARKET FUNDS

10

JPMorgan
    U.S. 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:

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

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

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.

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

JPMORGAN MONEY MARKET FUNDS

11

JPMorgan
    U.S. Government Money Market Fund

CONTINUED

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

12

P R O S P E C T U S    JULY 1

2006

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

 

The Fund’s year-to-date total return as of 3/31/06 was 1.08 %.

1 The Fund’s fiscal year end is the last day of February.

2 The Reserve Shares were launched on February 19 , 2005 and as a result, have not yet had a full cal endar year of performance. Therefore, the performance shown is that of the Capital Shares of the Fund, the original class offered, and has not been adjusted to reflect the differences in fees and other expenses between the classes. Capital Shares of the Fund are not offered in this prospectus. Reserve and Capital Shares would have substantially similar performance because the shares are invested in the same portfolio of securi ties, and the performance 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 Capital Shares.

JPMORGAN MONEY MARKET FUNDS

13

JPMorgan
    U.S. Government Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Reserve Shares1		2.56		1.72		3.37

 

1 The performance in the table for the period before Reserve Shares were launched on 2/ 19 /05 is based on the Fund’s Capital Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. Prior class performance for the Capital Shares has been adjusted to reflect differences in expenses between classes.

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 period.

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 through 6/30/07. 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 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 6/30/07 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		90 4

 

JPMORGAN MONEY MARKET FUNDS

14

JPMorgan
    U.S. Treasury Plus 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 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

15

JPMorgan
    U.S. Treasury Plus Money Market Fund

CONTINUED

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

16

P R O S P E C T U S    JULY 1

2006

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, 2003	0.07	%

 

The Fund’s year-to-date total return as of 3/31/06 was 0.90 %.

1 The Fund’s fiscal year end is the last day of February.

JPMORGAN MONEY MARKET FUNDS

17

JPMorgan
    U.S. Treasury Plus Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Reserve Shares		2.46		1.56		3. 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	0.1 1
Total Annual Operating Expenses	0.7 4
Fee Waiver and Expense Reimbursements2	(0.0 4	)
Net Expenses2	0.70

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period .

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 through 6/30/07 . 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 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 6/30/07 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		23 3		40 8		9 15

 

JPMORGAN MONEY MARKET FUNDS

18

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 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 par ticular 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

19

JPMorgan
    Federal Money Market Fund

CONTINUED

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.

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

20

P R O S P E C T U S    JULY 1

2006

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 s hares 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	1.47	%
WORST QUARTER 1st quarter, 2004	0.08	%

 

The Fund’s year-to-date total return as of 3/31/06 was 0.95 %.

1 The Fund’s fiscal year end is the last day of February.

2 The Reserve Shares were launched on February 19 , 2005 and as a result, have not yet had a full calendar year of performance. Therefore, the performance shown is that of the Morgan Shares of the Fund and has not been adjusted to reflect the differences in fees and other expenses between the classes. Morgan Shares of the Fund are not offered in this prospectus. Reserve and Morgan Shares would have substantially similar performance because the shares are invested in the same portfolio of securities, and the performance 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

21

JPMorgan
    Federal Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Reserve Shares1		2.52		1.67		3.30

 

1 The performance in the table for the period before Reserve Shares were launched on 2/ 19 /05 is based on the Fund’s Morgan Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. 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	0.1 1
Total Annual Operating Expenses	0.7 4
Fee Waiver and Expense Reimbursements2	(0.0 4	)
Net Expenses2	0.70

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6/30/07 . 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 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 6/30/07 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		23 3		4 08		9 15

 

JPMORGAN MONEY MARKET FUNDS

22

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 par ticular 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.

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

JPMORGAN MONEY MARKET FUNDS

23

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

CONTINUED

•  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

24

P R O S P E C T U S    JULY 1

2006

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 s hares 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 3/31/06 was 0.90 %.

1 The Fund’s fiscal year end is the last day of February.

2 The Reserve Shares were launched on February 19 , 2005 and as a result, have not yet had a full calendar year of performance. Therefore, the performance shown is that of the Morgan Shares of the Fund and has not been adjusted to reflect the differences in fees and other expenses between the classes. Morgan Shares of the Fund are not offered in this prospectus. Reserve and Morgan Shares would have substantially similar performance because the shares are invested in the same portfolio of securities, and the performance 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

25

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

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Reserve Shares1		2.32		1.63		3.23

 

1 The performance in the table for the period before Reserve Shares were launched on 2/ 19 /05 is based on the Fund’s Morgan Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. Prior class performance for the Morgan Shares has been adjusted to reflect differences in expenses between classes. The performance f or t he 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	0.11
Total Annual Operating Expenses	0.74
Fee Waivers and Expense Reimbursements2	(0.04	)
Net Expenses2	0.70

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

2 Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the 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 through 6/30/07. 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 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 6/30/07 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		233		408		915

 

JPMORGAN MONEY MARKET FUNDS

26

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. 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

27

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.
    

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

28

P R O S P E C T U S    JULY 1

2006

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 s hares 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	0.96	%
WORST QUARTER 3rd quarter, 2003	0.09	%

 

The Fund’s year-to-date total return as of 3/31/06 was 0.62 %.

1 The Fund’s fiscal year end is the last day of February.

2 The Reserve Shares were launched on February 19 , 2005 and as a result, have not yet had a full calendar year of performance. Therefore, the performance shown is that of the Morgan Shares of the Fund and has not been adjusted to reflect the differences in fees and other expenses between the classes. Morgan Shares of the Fund are not offered in this prospectus. Reserve and Morgan Shares would have substantially similar performance because the shares are invested in the same portfolio of securities, and the performance 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

29

JPMorgan
    Tax Free Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Reserve Shares1		1.75		1. 26		2. 17

 

1 The performance in the table for the period before Reserve Shares were launched on 2/ 19 /05 is based on the Fund’s Morgan Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. 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	0.1 0
Total Annual Operating Expenses	0.7 3
Fee Waivers and Expense Reimbursements2	(0.0 3	)
Net Expenses2	0.70

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6/30/07 . 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 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 6/30/07 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		23 0		40 3		9 04

 

JPMORGAN MONEY MARKET FUNDS

30

JPMorgan
    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 municipal 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 one of the two highest short-term rating s 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.
    

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

31

JPMorgan
    Municipal 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.

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.
    

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

32

P R O S P E C T U S    JULY 1

2006

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	0.93	%
WORST QUARTER 3rd quarter, 2003	0.07	%

 

The Fund’s year-to-date total return as of 3/31/06 was 0.60 %.

1 The Fund’s fiscal year end is the last day of February.

JPMORGAN MONEY MARKET FUNDS

33

JPMorgan
    Municipal Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Reserve Shares		1.79		1.17		2. 08

 

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 period.

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 through 6/30/07 . 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 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 6/30/07 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		90 4

 

JPMORGAN MONEY MARKET FUNDS

34

JPMorgan
    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 A ssets in such municipal securities . For purposes of this policy, “Assets” means net assets, plus the amount of borrowings for investment pur poses.

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 one of the two highest short-term rating s 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

35

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

36

P R O S P E C T U S    JULY 1

2006

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

37

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. 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 RETURNS^1,2

BEST QUARTER 4th quarter, 2000	0.92	%
WORST QUARTER 3rd quarter, 2003	0.05	%

 

The Fund’s year-to-date total return as of 3/31/06 was 0.60 %.

1 The Fund’s fiscal year end is the last day of February.

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

38

P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Reserve Shares1		1.78		1. 12		2. 03

 

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	0.1 6
Total Annual Operating Expenses	0.7 9
Fee Waivers and Expense Reimbursements2	(0.0 9	)
Net Expenses2	0.70

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6/30/07 . 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 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 6/30/07 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		24 3		4 30		9 70

 

JPMORGAN MONEY MARKET FUNDS

39

JPMorgan
    New York Municipal 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 municipal obligations . 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 ; 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 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 one of the two highest short-term rating s 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

40

P R O S P E C T U S    JULY 1

2006

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 similar projects for their income stream. As a result, the Fund could be more susceptible to developments which affect those projects.

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

41

JPMorgan
    New York Municipal Money Market Fund

CONTINUED

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

42

P R O S P E C T U S    JULY 1

2006

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 RETURNS^1,2

BEST QUARTER 2nd quarter, 2000	0.91	%
WORST QUARTER 3rd quarter, 2003	0.04	%

 

The Fund’s year-to-date total return as of 3/31/06 was 0.59 %.

1 The Fund’s fiscal year end is the last day of February.

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, whose shares are not offered in this prospectus. The performance for both classes would have been 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

43

JPMorgan
    New York Municipal Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDING DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Reserve Shares1		1.71		1. 07		2. 03

 

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 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	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 period.

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 through 6/30/07 . 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 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 6/30/07 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		235		412		926

 

JPMORGAN MONEY MARKET FUNDS

44

JPMorgan
    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 A ssets in such municipal securities . For purposes of this policy, “Assets” means net assets, plus the amount of borrowings for investment pur poses.

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 one of the two highest short-term rating s 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
    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 fed eral 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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2006

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

47

JPMorgan
    Ohio Municipal Money Market Fund

CONTINUED

T he 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	0.91	%
WORST QUARTER 3rd quarter, 2003	0.05	%

 

The Fund’s year-to-date total return as of 3/31/06 was 0.59 %.

1 The Fund’s fiscal year end is the last day of February.

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48

P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Reserve Shares		1.76		1.12		2. 05

 

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. 19
Total Annual Operating Expenses	0. 82
Fee Waivers and Expense Reimbursements2	(0. 12	)
Net Expenses2	0.70

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6/30/07 . 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 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 6/30/07 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 50		4 43		1,002

 

JPMORGAN MONEY MARKET FUNDS

49

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 s 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 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 period ended 2/28/06 , JPMIM or JPMIA were paid management fees (net of waivers, if any), as shown below, as a percentage of average daily net assets:

FUND	%
Prime Money Market Fund	0.08
Liquid Assets Money Market Fund	0.08
U.S. Government Money Market Fund	0.08
U.S. Treasury Plus Money Market Fund	0.08
Federal Money Market Fund	0.08
100% U.S. Treasury Securities Money Market Fund	0.08
Tax Free Money Market Fund	0.08
Municipal Money Market Fund	0.08
Michigan Municipal Money Market Fund	0.08
New York Municipal Money Market Fund	0.08
Ohio Municipal Money Market Fund	0.08

 

A discussion of the basis the Boards of Trustees of JPMTI and JPMTII used in reapproving the invest ment advisory agreement for the Funds is available in the shareholder report for the period ended August 31 , 2005 for the JPMTI Funds, and is available in the shareholder report for the period ended December 31 , 2005 for the JPMTII 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

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2006

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

JPMTI and JPMTII , on behalf of the Funds, have 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 0.30% 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 distribution plan under which they pay annual distribution 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 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.

JPMORGAN MONEY MARKET FUNDS

51

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. Financial Intermediaries or such other organizations may impose eligibility requirements for each of their clients or cus tomers investing in the Funds, including investment minimum requirements, which may be the same or differ from the requirements for investors purchasing directly from the Funds. You may also purchase 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 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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2006

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.

Send the completed Account Application and a check to:

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

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53

How Your Account Works

CONTINUED

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 323 125 832
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 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.

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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 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.

JPMORGAN MONEY MARKET FUNDS

55

How Your Account Works

CONTINUED

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 Funds 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

56

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, 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 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 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 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, 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 Ohio 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 corporat ion franchise tax net worth computation . Dividends that are attributable to interest on 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 not be included in the net income base of the Ohio corporation franchise tax. Note that for most entities, the corporate fran chise tax will be phased out over five years starting with the 2006 corporation franchise tax report. 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.

JPMORGAN MONEY MARKET FUNDS

57

Shareholder Information

CONTINUED

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 , liquidate other investments in order to satisfy its distribution requirements.

The dates on which dividends and capital gains will be distributed for calendar year 200 6 are 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.

SHAREHOLDER STATEMENTS AND REPORTS

The Funds or your Financial Intermediary will send you transaction confirmation statements and monthly account statements. Please review these state ments carefully. The Funds will correct errors if notified within 10 days of the date printed on the transaction confirmation or account statement. Your Financial Intermediary may have a different cut-off time.

After each fiscal half-year, you will receive a finan cial report from the Funds. In addition, the Funds will periodically send you proxy statements and other reports.

I f you have any questions or need additional i nformation, please write t o J PMorgan Funds Services at P.O. Box 8528, Boston, MA 02266-8528, call 1-800-480-4111 or visit www.jpmorganfunds.com.

AVAILABILITY OF PROXY VOTING RECORD

The Trustees have delegated the authority to vote proxies for securities owned by the Fund to JPMIM or JPMIA, as applicable . 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

58

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.

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

59

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.

Reserve

	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
Prime Money Market Fund
September 1, 2005 to February 28, 2006 (c)	$	1.00	$	0.02		$	—	(g)	$	0.02		$	(0.02	)
Year Ended August 31, 2005		1.00		0.02			—			0.02			(0.02	)
Year Ended August 31, 2004		1.00		—	(g)		—			—	(g)		—	(g)
Year Ended August 31, 2003		1.00		0.01			—			0.01			(0.01	)
Year Ended August 31, 2002		1.00		0.02			—			0.02			(0.02	)
Year Ended August 31, 2001		1.00		0.05			—			0.05			(0.05	)
Liquid Assets Money Market Fund (e)
July 1, 2005 to February 28, 2006 (d)		1.00		0.02			—	(g)		0.02			(0.02	)
Year Ended June 30, 2005		1.00		0.02			—			0.02			(0.02	)
Year Ended June 30, 2004		1.00		—	(g)		—			—	(g)		—	(g)
Year Ended June 30, 2003		1.00		0.01			—			0.01			(0.01	)
Year Ended June 30, 2002		1.00		0.02			—			0.02			(0.02	)
Year Ended June 30, 2001		1.00		0.05			—			0.05			(0.05	)
U.S. Government Money Market Fund
July 1, 2005 to February 28, 2006 (d)		1.00		0.02			—			0.02			(0.02	)
February 19, 2005 (f) to June 30, 2005		1.00		0.01			—	(g)		0.01			(0.01	)
U.S. Treasury Plus Money Market Fund (e)
July 1, 2005 to February 28, 2006 (d)		1.00		0.02			—	(g)		0.02			(0.02	)
Year Ended June 30, 2005		1.00		0.01			—	(g)		0.01			(0.01	)
Year Ended June 30, 2004		1.00		—	(g)		—			—	(g)		—	(g)
Year Ended June 30, 2003		1.00		0.01			—			0.01			(0.01	)
Year Ended June 30, 2002		1.00		0.02			—			0.02			(0.02	)
Year Ended June 30, 2001		1.00		0.05			—			0.05			(0.05	)

 

(a) Annualized for periods less than one year.

(b) Not annualized for periods less than one year.

(c) Effective February 28, 2006, the Fund changed its fiscal year end from August 31 to the last day of February.

(d) Effective February 28, 2006, the Fund changed its fiscal year end from June 30 to the last day of February.

(e) Effective February 19, 2005, Class A was renamed as Reserve Shares.

(f) Commencement of offering of class of shares.

(g) Amount is less than $0.01.

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2006

				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)		Net expenses			Net investment income (loss)			Expenses without waivers, reimbursements and earning credits
$1.00		1.71	%	$	445,119		0.70	%		3.45	%		0.73	%
1.00		1.92			304,259		0.70			1.92			0.73
1.00		0.48			269,516		0.70			0.48			0.73
1.00		0.76			355,358		0.70			0.76			0.71
1.00		1.60			393,000		0.68			1.41			0.72
1.00		4.88			10,002		0.79			4.62			2.17
1.00		2.19			2,564,187		0.70			3.25			0.74
1.00		1.53			3,569,531		0.75			1.48			0.78
1.00		0.40			4,372,583		0.77			0.40			0.79
1.00		0.89			5,744,025		0.77			0.90			0.80
1.00		1.88			6,521,235		0.77			1.88			0.80
1.00		5.37			7,342,790		0.77			5.01			0.80
1.00		2.17			719,836		0.69			3.23			0.73
1.00		0.77			749,475		0.69			2.19			0.73
1.00		2.08			1,504,955		0.70			3.10			0.74
1.00		1.38			1,737,775		0.74			1.40			0.75
1.00		0.29			1,702,965		0.77			0.29			0.77
1.00		0.73			2,453,050		0.77			0.75			0.78
1.00		1.81			3,162,893		0.77			1.80			0.78
1.00		5.05			3,512,937		0.77			4.75			0.78

 

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Financial Highlights

CONTINUED

Reserve

	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
Federal Money Market Fund
September 1, 2005 to February 28, 2006 (c)		$ 1.00		$ 0.02			$ —	(g)		$ 0.02			$ (0.02	)
February 19, 2005 (f) to August 31, 2005		1.00		0.01			—			0.01			(0.01	)
100% U.S. Treasury Securities Money Market Fund
September 1, 2005 to February 28, 2006 (c)		1.00		0.02			—	(g)		0.02			(0.02	)
February 19, 2005 (f) to August 31, 2005		1.00		0.01			—			0.01			(0.01	)
Tax Free Money Market Fund
September 1, 2005 to February 28, 2006 (c)		1.00		0.01			—	(g)		0.01			(0.01	)
February 19, 2005 (f) to August 31, 2005		1.00		0.01			—			0.01			(0.01	)
Municipal Money Market Fund (e)
July 1, 2005 to February 28, 2006 (d)		1.00		0.01			—	(g)		0.01			(0.01	)
Year Ended June 30, 2005		1.00		0.01			—	(g)		0.01			(0.01	)
Year Ended June 30, 2004		1.00		—	(g)		—			—	(g)		—	(g)
Year Ended June 30, 2003		1.00		0.01			—			0.01			(0.01	)
Year Ended June 30, 2002		1.00		0.01			—			0.01			(0.01	)
Year Ended June 30, 2001		1.00		0.03			—			0.03			(0.03	)

 

(a) Annualized for periods less than one year.

(b) Not annualized for periods less than one year.

(c) Effective February 28, 2006, the Fund changed its fiscal year end from August 31 to the last day of February.

(d) Effective February 28, 2006, the Fund changed its fiscal year end from June 30 to the last day of February.

(e) Effective February 19, 2005, Class A was renamed as Reserve Shares.

(f) Commencement of offering of class of shares.

(g) Amount is less than $0.01.

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2006

				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)		Net expenses			Net investment income (loss)			Expenses without waivers, reimbursements and earning credits
$1.00		1.67	%	$	760		0.70	%		3.30	%		0.74	%
1.00		1.21			1,093		0.70			2.65			0.73
1.00		1.54			2,663		0.68			3.21			0.74
1.00		1.11			968		0.68			2.37			0.73
1.00		1.09			2,829		0.70			2.17			0.73
1.00		0.86			2,423		0.70			1.71			0.73
1.00		1.41			173,362		0.70			2.09			0.73
1.00		1.16			373,788		0.70			1.13			0.76
1.00		0.36			375,729		0.70			0.35			0.78
1.00		0.71			486,778		0.70			0.71			0.78
1.00		1.20			534,947		0.69			1.19			0.77
1.00		3.23			470,425		0.70			3.18			0.78

 

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63

Financial Highlights

CONTINUED

Reserve

	Per share operating performance
			Investment operations									Distributions
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations			Net investment income
Michigan Municipal Money Market Fund (c)
July 1, 2005 to February 28, 2006 (d)	$	1.00	$	0.01		$	—	(f)	$	0.01		$	(0.01	)
Year Ended June 30, 2005		1.00		0.01			—			0.01			(0.01	)
Year Ended June 30, 2004		1.00		—	(f)		—			—	(f)		—	(f)
Year Ended June 30, 2003		1.00		0.01			—			0.01			(0.01	)
Year Ended June 30, 2002		1.00		0.01			—			0.01			(0.01	)
Year Ended June 30, 2001		1.00		0.03			—			0.03			(0.03	)
New York Municipal Money Market Fund
September 1, 2005 to February 28, 2006 (e)		1.00		0.01			—	(f)		0.01			(0.01	)
Year Ended August 31 , 2005		1.00		0.01			—			0.01			(0.01	)
Year Ended August 31 , 2004		1.00		—	(f)		—			—	(f)		—	(f)
Year Ended August 31 , 2003		1.00		0.01			—			0.01			(0.01	)
Year Ended August 31 , 2002		1.00		0.01			—			0.01			(0.01	)
Year Ended August 31 , 2001		1.00		0.03			—			0.03			(0.03	)
Ohio Municipal Money Market Fund (c)
July 1, 2005 to February 28, 2006 (d)		1.00		0.01			—	(f)		0.01			(0.01	)
Year Ended June 30, 2005		1.00		0.01			—	(f)		0.01			(0.01	)
Year Ended June 30, 2004		1.00		—	(f)		—			—	(f)		—	(f)
Year Ended June 30, 2003		1.00		0.01			—			0.01			(0.01	)
Year Ended June 30, 2002		1.00		0.01			—			0.01			(0.01	)
Year Ended June 30, 2001		1.00		0.03			—			0.03			(0.03	)

 

(a) Annualized for periods less than one year.

(b) Not annualized for periods less than one year.

(c) Effective February 19, 2005, Class A was renamed as Reserve Shares .

(d) Effective February 28, 2006, the Fund changed its fiscal year end from June 30 to the last day of February.

(e) Effective February 28, 2006, the Fund changed its fiscal year end from August 31 to the last day of February.

(f) Amount is less than $0.01.

(g) Due to the size of the net assets and fixed expenses, ratios may appear disproportionate.

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P R O S P E C T U S    JULY 1

2006

					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)		Net expenses			Net investment income (loss)			Expenses without waivers, reimbursement and earning credits
$1.00		1.40	%	$	19,135		0.70	%		2.06	%		0.79	%
1.00		1.14			41,308		0.72			1.10			0.81
1.00		0.31			53,414		0.73			0.31			0.81
1.00		0.62			77,476		0.74			0.62			0.82
1.00		1.16			62,408		0.72			1.21			0.80
1.00		3.18			125,294		0.70			3.05			0.78
1.00		1.09			178,032		0.70			2.19			0.75
1.00		1.27			157,544		0.74			1.26			0.81
1.00		0.28			154,383		0.79			0.28			0.88
1.00		0.52			175,000		0.79			0.50			0.87
1.00		1.00			180,000		0.79			0.85			0.90
1.00		2.77			1		0.90			2.57			1560.21	(g)
1.00		1.38			79,281		0.70			2.09			0.82
1.00		1.14			82,741		0.71			1.17			0.77
1.00		0.30			59,971		0.72			0.30			0.75
1.00		0.63			79,911		0.72			0.62			0.75
1.00		1.17			90,602		0.71			1.17			0.75
1.00		3.16			59,583		0.71			3.05			0.74

 

JPMORGAN MONEY MARKET FUNDS

65

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 JPMT II ). Specifically, the NYAG alleged that Canary engaged in certain activities that it characterized as “market timing” and also “late trading . ”

On February 18, 2005, one or more of the JPMTI Funds offered in this prospectus acquired the assets and liabilities of a series of One Group Mutual Funds . As a result of that acquisition of assets and liabilities, the fol lowing legal proceedings disclosure relating to One Group Mutual Funds and additional fee and expense information is applicable to any JPMTI Fund that acquired assets and liabili ties of a series of One Group Mutual Funds.

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 its 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 A dvisors 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 a five year period 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 distribution plan 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 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 2006 subject to SEC approval . 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 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

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2006

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 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 NYAG , over 20 lawsuits have been filed by private plaintiffs and one lawsuit has been filed by the West Virginia Attorney General in connection with these circumstances in various state and federal courts around the country. These actions have been 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 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.

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 defendants (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, rescission of the distribution and service plans adopted under Rule 12b-1 of the 1940 Act, and attorneys’ fees.

On November 3, 2005, the district court ruled that all claims in the consolidated amended class action complaint against One Group Mutual Funds would be dismissed. The court also ruled that certain claims in that complaint and in the consolidated amended fund derivative complaint against other defendants would be dismissed. On March 1, 2006, the district court entered an order implementing these rulings , in which it dismissed certain claims against BOIA and its affiliates, all claims against One Group Mutual Funds, and all claims but one against the Trustees and former Trustees. On May 2, 2006, the West Virginia Attorney General voluntarily dismissed its suit. On May 30, 2006, the district court rul ed that the remaining claim against the Trustees and former Trustees is to be dismissed as well.

In addition to the lawsuits described above, on August 30, 2005, the Commissioner of the West Virginia Securities Divi sion entered a Summary Cease and Desist Order and Notice of Right to Hearing with respect to

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67

Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

JPMorgan Investment Advisors, Inc. and JPMorgan Chase & Co. The order focuses on conduct characterized as market timing and violations of West Virginia securities laws. The order generally relates to the same facts that were the subject of the SEC Order and NYAG settlement discussed above.

It is possible that these matters , the SEC and NYAG settlements, 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.

Annual and Cumulative Expense Examples

As noted above, t he settlement agreement with the NYAG requires JPMorgan Investment Advisors 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 JPMorgan Investment Advisors and its affiliates and the Reduced Rate Funds, less waivers and reimbursements by JPMorgan Investment Advisors 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 JPMorgan Investment Advisors 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. The Reduced Rate Funds are the JPMorgan Large Cap Value Fund, JPMorgan Equity Index Fund, the JPMorgan Equity Income Fund , the JPMorgan Government Bond Fund and the JPMorgan U.S. Equity Fund (the successor by merger to the One Group Diversified Equity Fund) and the Reduced Rates on various classes of those Funds were implemented September 27, 2004 .

The required reductions may be made in the form of fee waivers or expense reimbursements in connection with the advisory agreement or administration agreement . S uch 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 Reduced Rate 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, shareholder servicing fees, fees paid to vendors not affiliated with JPMorgan Investment Advisors 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 JPMorgan Investment Advisors and its affiliates, as applicable. The affected Funds offered in this prospectus are not subject to a Reduced Rate.

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FUND	CLASS	NET EXPENSE RATIO			GROSS EXPENSE RATIO
JPMorgan Prime Money Market Fund	Reserve		0.70	%		0.7 3	%
JPMorgan Liquid Assets Money Market Fund	Reserve		0.70			0.7 4
JPMorgan U.S. Government Money Market Fund	Reserve		0.70			0.73
JPMorgan U.S. Treasury Plus Money Market Fund	Reserve		0.70			0.7 4
JPMorgan 100% U.S. Treasury Securities Money Market Fund	Reserve		0.70			0.74
JPMorgan Municipal Money Market Fund	Reserve		0.70			0.73
JPMorgan Michigan Municipal Money Market Fund	Reserve		0.70			0.7 9
JPMorgan Ohio Municipal Money Market Fund	Reserve		0.70			0. 82

 

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 July 1, 2006 , 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 JPMorgan Investment Advisors and its affiliates; and the Gross Expense Ratios thereafter.

“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.” “Annual Net Return” shows what effect the “Annual Costs” will have on the assumed 5% annual return for each year.

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69

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

	RESERVE SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
June 30, 2007	$	72		5.00	%		4.30	%		4.30	%
June 30, 2008		78		10.25			8.75			4.27
June 30, 2009		81		15.76			13.40			4.27
June 30, 2010		85		21.55			18.24			4.27
June 30, 2011		88		27.63			23.29			4.27
June 30, 2012		92		34.01			28.55			4.27
June 30, 2013		96		40.71			34.04			4.27
June 30, 2014		100		47.75			39.77			4.27
June 30, 2015		104		55.13			45.73			4.27
June 30, 2016		109		62.89			51.96			4.27

 

JPMORGAN LIQUID ASSETS MONEY MARKET FUND

	RESERVE SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
June 30, 2007	$	72		5.00	%		4.30	%		4.30	%
June 30, 2008		79		10.25			8.74			4.26
June 30, 2009		82		15.76			13.38			4.26
June 30, 2010		86		21.55			18.21			4.26
June 30, 2011		89		27.63			23.24			4.26
June 30, 2012		93		34.01			28.49			4.26
June 30, 2013		97		40.71			33.96			4.26
June 30, 2014		101		47.75			39.67			4.26
June 30, 2015		106		55.13			45.62			4.26
June 30, 2016		110		62.89			51.83			4.26

 

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JPMORGAN U.S. GOVERNMENT MONEY MARKET FUND

	RESERVE SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
June 30 , 200 7	$	72		5.00	%		4.30	%		4. 30	%
June 30 , 200 8		7 8		10.25			8.75			4.27
June 30 , 200 9		81		15.76			13.40			4.27
June 30 , 20 10		85		21.55			18.24			4.27
June 30 , 201 1		88		27.63			23.29			4.27
June 30 , 201 2		92		34.01			28.55			4.27
June 30 , 201 3		96		40.71			34.04			4.27
June 30 , 201 4		100		47.7 5			39.77			4.27
June 30 , 201 5		104		55.13			45.7 3			4.27
June 30 , 201 6		109		62.89			51.96			4.27

 

JPMORGAN U.S. TREASURY PLUS MONEY MARKET FUND

	RESERVE SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
June 30, 2007	$	72		5.00	%		4.30	%		4.30	%
June 30, 2008		79		10.25			8.74			4.26
June 30, 2009		82		15.76			13.38			4.26
June 30, 2010		86		21.55			18.21			4.26
June 30, 2011		89		27.63			23.24			4.26
June 30, 2012		93		34.01			28.49			4.26
June 30, 2013		97		40.71			33.96			4.26
June 30, 2014		101		47.75			39.67			4.26
June 30, 2015		106		55.13			45.62			4.26
June 30, 2016		110		62.89			51.83			4.26

 

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71

Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

JPMORGAN 100% U.S. TREASURY SECURITIES MONEY MARKET FUND

	RESERVE SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
June 30, 2007	$	69		5.00	%		4.32	%		4.32	%
June 30, 2008		79		10.25			8.76			4.26
June 30, 2009		82		15.76			13.40			4.26
June 30, 2010		86		21.55			18.23			4.26
June 30, 2011		89		27.63			23.26			4.26
June 30, 2012		93		34.01			28.52			4.26
June 30, 2013		97		40.71			33.99			4.26
June 30, 2014		101		47.75			39.70			4.26
June 30, 2015		106		55.13			45.65			4.26
June 30, 2016		110		62.89			51.85			4.26

 

JPMORGAN MUNICIPAL MONEY MARKET FUND

	RESERVE SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
June 30, 200 7	$	72		5.00	%		4.30	%		4. 30	%
June 30, 200 8		7 8		10.25			8.75			4.27
June 30, 200 9		81		15.76			13.40			4.27
June 30, 20 10		85		21.55			18.24			4.27
June 30, 201 1		88		27.63			23.29			4.27
June 30, 201 2		92		34.01			28.55			4.27
June 30, 201 3		96		40.71			34.04			4.27
June 30, 201 4		100		47.7 5			39.77			4.27
June 30, 201 5		104		55.13			45.7 3			4.27
June 30, 201 6		109		62.89			51.96			4.27

 

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2006

JPMORGAN MICHIGAN MUNICIPAL MONEY MARKET FUND

	RESERVE SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
June 30, 2007	$	72		5.00	%		4.30	%		4.30	%
June 30, 2008		84		10.25			8.69			4.21
June 30, 2009		88		15.76			13.27			4.21
June 30, 2010		91		21.55			18.04			4.21
June 30, 2011		95		27.63			23.00			4.21
June 30, 2012		99		34.01			28.18			4.21
June 30, 2013		103		40.71			33.58			4.21
June 30, 2014		108		47.75			39.20			4.21
June 30, 2015		112		55.13			45.06			4.21
June 30, 2016		117		62.89			51.17			4.21

 

JPMORGAN OHIO MUNICIPAL MONEY MARKET FUND

	RESERVE SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
June 30, 2007	$	72		5.00	%		4.30	%		4.30	%
June 30, 2008		87		10.25			8.66			4.18
June 30, 2009		91		15.76			13.20			4.18
June 30, 2010		95		21.55			17.93			4.18
June 30, 2011		99		27.63			22.86			4.18
June 30, 2012		103		34.01			28.00			4.18
June 30, 2013		107		40.71			33.35			4.18
June 30, 2014		112		47.75			38.92			4.18
June 30, 2015		116		55.13			44.73			4.18
June 30, 2016		121		62.89			50.78			4.18

 

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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- 551 -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. July 2006.

PR-MMR-706

PROSPECTUS JULY 1, 2006

JPMorgan

Money Market

Funds

Institutional Class 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

J PMorgan Prime Money Market Fund	1
J PMorgan Liquid Assets Money Market Fund	5
JPMorgan U.S. Government Money Market Fund	1 0
JPMorgan U.S. Treasury Plus Money Market Fund	1 4
JPMorgan Federal Money Market Fund	18
JPMorgan 100% U.S. Treasury Securities Money Market Fund	2 2
JPMorgan Tax Free Money Market Fund	26
JPMorgan Municipal Money Market Fund	3 0
The Funds’ Management and Administration	34
How Your Account Works	36
Buying Fund Shares	36
Selling Fund Shares	38
Exchanging Fund Shares	39
Other Information Concerning the Funds	40
Shareholder Information	41
Distributions and Taxes	41
Shareholder Statements and Reports	41
Availability of Proxy Voting Record	41
Portfolio Holdings Disclosure	42
What the Terms Mean	43
Financial Highlights	44
Appendix A—Legal Proceedings and Additional Fee and Expense Information	48
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.
    

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

1

JPMorgan
    Prime 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 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 dispro portionate 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 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

2

P R O S P E C T U S    JULY 1

2006

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 RETURNS^1,2

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 3 / 31 /0 6 was 1.06 %.

1 The Fund’s fiscal year end is the last day of February .

2 Institutional Class Shares were launched on 9/10/01 . T he performance in the bar chart prior to 1/1/02 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.

JPMORGAN MONEY MARKET FUNDS

3

JPMorgan
    Prime Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Institutional Class Shares1		3 . 14		2 . 25		3 . 92

 

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 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
Shareholder Service Fees	0.10
Other Expenses1	0.1 0
Total Annual Operating Expenses	0.2 8
Fee Waiver and Expense Reimbursements2	(0.0 8	)
Net Expenses2	0.20

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6 /3 0 /0 7 . 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 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 6 /3 0 /0 7 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		8 2		1 49		3 48

 

JPMORGAN MONEY MARKET FUNDS

4

JPMorgan
    Liquid Assets 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 one of the two highest short-term rating s 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

5

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 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

JPMORGAN MONEY MARKET FUNDS

6

P R O S P E C T U S    JULY 1

2006

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

7

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 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^1,2

BEST QUARTER 4th quarter, 2000	1.56	%
WORST QUARTER 1st quarter, 2004	0.16	%

 

The Fund’s year-to-date total return as of 3/31/06 was 0.98 %.

1 The Fund’s fiscal year end is the last day of February .

2 The Institutional Class Shares were launched on February 19 , 2005 and as a result, have not yet had a full calendar year of performance. Therefore, the performance shown is that of the Investor Shares of the Fund, the original class offered, and has not been adjusted to reflect the differences in fees and other expenses between the classes. Investor Shares of the Fund are not offered in this prospectus. Institutional Class and Investor Shares would have substantially similar performance because the shares are invested in the same portfolio of securities, and the performance would differ only to the extent that the classes have different expenses.

JPMORGAN MONEY MARKET FUNDS

8

P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Institutional Class Shares1		3 . 10		2 . 01		3. 68

 

1 The performance in the table for the period before Institutional Class Shares were launched on 2/ 19 /05 is based on the Fund’s Investor Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. The returns would differ only to the extent that the classes have differ ent 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
Shareholder Service Fees	0.10
Other Expenses1	0.1 1
Total Annual Operating Expenses	0. 29
Fee Waiver and Expense Reimbursements2	(0. 0 9	)
Net Expenses2	0.20

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6 / 30 /0 7 . 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 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 6 /3 0 /0 7 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		8 4		1 5 4		3 59

 

JPMORGAN MONEY MARKET FUNDS

9

JPMorgan
    U.S. 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:

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

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

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.

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

JPMORGAN MONEY MARKET FUNDS

10

P R O S P E C T U S    JULY 1

2006

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

11

JPMorgan
    U.S. Government 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 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^1,2

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

 

The Fund’s year-to-date total return as of 3 /3 1 /0 6 was 1 . 08 %.

1 The Fund’s fiscal year end is the last day of February .

2 The Institutional Class Shares were launched on February 19 , 2005 and as a result, have not yet had a full cal endar year of performance. Therefore, the performance shown is that of the Capital Shares of the Fund, the original class offered, and has not been adjusted to reflect the differences in fees and other expenses between the classes. Capital Shares of the Fund are not offered in this prospectus. Institutional Class and Capital Shares would have substantially similar perfor mance because the shares are invested in the same portfolio of securities, and the performance 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

12

P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Institutional Class Shares1		3 . 06		2 . 22		3 . 88

 

1 The performance in the table for the period before Institutional Class Shares were launched on 2/ 19 /05 is based on the Fund’s Capital Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. Prior class performance for the Capital Shares has been adjusted to reflect differences in expenses between classes.

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
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 period.

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 through 6 /3 0 /0 7 . 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 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 6 /3 0 /0 7 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		8 2		149		34 8

 

JPMORGAN MONEY MARKET FUNDS

13

JPMorgan
    U.S. Treasury Plus 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 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.

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.

JPMORGAN MONEY MARKET FUNDS

14

P R O S P E C T U S    JULY 1

2006

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

15

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 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^1,2

BEST QUARTER 4th quarter, 2000	1.52	%
WORST QUARTER 2nd quarter, 2004	0.13	%

 

The Fund’s year-to-date total return as of 3 / 31 /0 6 was 0.95 %.

1 The Fund’s fiscal year end is the last day of February .

2 The Institutional Class Shares were launched on February 19 , 2005 and as a result, have not yet had a full cal endar year of performance. Therefore, the performance shown is that of the Investor Shares of the Fund, the original class offered, and has not been adjusted to reflect the differences in fees and other expenses between the classes. Investor Shares of the Fund are not offered in this prospectus. Institutional Class and Investor Shares would have substantially similar perfor mance because the shares are invested in the same portfolio of securities, and the performance would differ only to the extent that the classes have different expenses.

JPMORGAN MONEY MARKET FUNDS

16

P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%) 

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Institutional Class Shares1		2 . 93		1 . 86		3 . 48

 

1 The performance in the table for the period before Institutional Class Shares were launched on 2/ 19 /05 is based on the Fund’s Investor Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. The returns would differ only to the extent that the classes have differ ent 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
Shareholder Service Fees	0.10
Other Expenses1	0. 1 1
Total Annual Operating Expenses	0.2 9
Fee Waiver and Expense Reimbursements2	(0.0 9	)
Net Expenses2	0.20

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6 /3 0 /0 7 . 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 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 6 /3 0 /0 7 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		8 4		1 54		3 59

 

JPMORGAN MONEY MARKET FUNDS

17

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 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.

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

18

P R O S P E C T U S    JULY 1

2006

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. %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
    Federal 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 RETURNS^1,2

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 3 /3 1 /0 6 was 1 . 05 %.

1 The Fund’s fiscal year end is the last day of February.

2 Institutional Class Shares were launched on 9/ 1 0/01 . T he performance in the bar chart prior to 1/1/02 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.

JPMORGAN MONEY MARKET FUNDS

20

P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5  

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Institutional Class Shares1		3.03		2. 17		3 . 78

 

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
Shareholder Service Fees	0.10
Other Expenses1	0.1 1
Total Annual Operating Expenses	0. 29
Fee Waiver and Expense Reimbursements2	(0. 09	)
Net Expenses2	0.20

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6 /3 0 /0 7 . 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 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 6 /3 0 /0 7 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		8 4		15 4		3 59

 

JPMORGAN MONEY MARKET FUNDS

21

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.

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

JPMORGAN MONEY MARKET FUNDS

22

P R O S P E C T U S    JULY 1

2006

•  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

23

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 RETURNS^1,2

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 3 /3 1 /0 6 was 1. 00 %.

1 The Fund’s fiscal year end is the last day of February.

2 Institutional Class Shares were launched on 9/10/01 . T he performance in the bar chart prior to 1/1/02 is based on the performance of Agency Shares from 6/3/96 to 9/9/01 and on the performance of Morgan Shares from 5/ 3 /96 to 6/2/96. Both of these classes invest in the same portfolio of securities, but their shares are not being offered in this prospectus. The performance for periods prior to 5/ 3 /96 reflects performance of the Fund’s predecessor, the Hanover 100% Treasury Securities Money Market Fund.

JPMORGAN MONEY MARKET FUNDS

24

P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5  

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Institutional Class Shares1		2.79		2. 04		3. 60

 

1 The performance for the period before Institutional Class Shares were launched on 9/10/01 is based on the performance of Agency Shares from 6/3/96 to 9/9/01 and on the performance of Morgan Shares from 5/ 3 /96 to 6/2/96. Both of these classes invest in the same portfolio of securities, but their shares are not being offered in this prospectus. The performance for periods prior to 5/ 3 /96 reflects the performance of the Fund’s predecessor, the Hanover 100% Treasury Securities Money Market Fund.

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
Shareholder Service Fees	0.10
Other Expenses1	0.11
Total Annual Operating Expenses	0.29
Fee Waivers and Expense Reimbursements2	(0.09	)
Net Expenses2	0.20

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6 /3 0/ 0 7 . 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 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 6 /3 0 /0 7 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		84		154		359

 

JPMORGAN MONEY MARKET FUNDS

25

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. 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.
    

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

26

P R O S P E C T U S    JULY 1

2006

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.
    

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

27

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 RETURNS^1,2

BEST QUARTER 4th quarter, 2000	1.04	%
WORST QUARTER 3rd quarter, 2003	0.19	%

 

The Fund’s year-to-date total return as of 3 /3 1 /0 6 was 0 . 71 %.

1 The Fund’s fiscal year end is the last day of February.

2 Institutional Class Shares were launched on 9/10/01 . T he performance in the bar chart prior to 1/1/02 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.

JPMORGAN MONEY MARKET FUNDS

28

P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5  

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Institutional Class Shares1		2.24		1.66		2.55

 

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
Shareholder Service Fees	0.10
Other Expenses1	0.1 0
Total Annual Operating Expenses	0.2 8
Fee Waivers and Expense Reimbursements2	(0.0 8	)
Net Expenses2	0.20

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6 /3 0 /0 7 . 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 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 6 /3 0 /0 7 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		8 2		1 49		3 48

 

JPMORGAN MONEY MARKET FUNDS

29

JPMorgan
    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 municipal 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 one of the two highest short-term rating s 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.
    

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.

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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.
    

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

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31

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. The bar chart shows how the performance of the Fund’s 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^1,2

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

 

The Fund’s year-to-date total return as of 3 / 31 /0 6 was 0 . 66 %.

1 The Fund’s fiscal year end is the last day of February.

2 The Institutional Class Shares were launched on February 19 , 2005 and as a result, have not yet had a full calendar year of performance. Therefore, the performance shown is that of the Premier Shares of the Fund and has not been adjusted to reflect the differences in fees and other expenses between the classes. Premier Shares of the Fund are not offered in this prospectus. Institutional Class and Premier Shares would have substantially similar performance because the shares are invested in the same portfolio of securities, and the performance would differ only to the extent that the classes have different expenses.

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AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5  

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Institutional Class Shares1		2 . 26		1. 4 6		2. 35

 

1 The performance in the table for the period before Institutional Class Shares were launched on 2/ 19 /05 is based on the Fund’s Premier Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. 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
Shareholder Service Fees	0.10
Other Expenses1	0.1 1
Total Annual Operating Expenses	0.2 9
Fee Waivers and Expense Reimbursements2	(0.0 9	)
Net Expenses2	0.20

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6 /3 0 /0 7 . 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 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 6 /3 0 /0 7 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		8 4		1 54		3 59

 

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33

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 s 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 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 period ended 2 / 28 /0 6 , JPMIM or JPMIA were paid management fees (net of waivers, if any), as shown below, as a percentage of average daily net assets:

FUND	%
Prime Money Market Fund	0.08
Liquid Assets Money Market Fund	0.08
U.S. Government Money Market Fund	0.08
U.S. Treasury Plus Money Market Fund	0.08
Federal Money Market Fund	0.08
100% U.S. Treasury Securities Money Market Fund	0.08
Tax Free Money Market Fund	0.08
Municipal Money Market Fund	0.08

 

A discussion of the basis the Boards of Trustees of JPMTI and JPMTII used in reapproving the investment advisory agreement for the Funds is available in the shareholder report for the period ended August 31 , 2005 for the JPMTI Funds, and is available in the shareholder report for the period ended December 31 , 2005 for the JPMTII 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

JPMTI and JPMTII , on behalf of the Funds, ha ve entered into a shareholder servicing agreement with JPMorgan Distribution Services, Inc. (JPMDS)

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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

35

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. Financial Intermediaries or such other organizations may impose eligibility requirements for each of their clients or cus tomers investing in the Funds, including investment minimum requirements, which may be the same or differ from the requirements for investors purchasing directly from the Funds. 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).

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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

 

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 minimum investment requirement per Fund. There are no minimum levels for subsequent purchases.

The Funds reserve the right to waive any investment minimum. The SAI has additional information on investment minimum waivers for investors purchasing directly from JPMDS, such as when additional accounts of the investor may be aggregated together to meet the minimum requirement. For further infor mation on investment minimum waivers, you can also 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, business street address and other information that will allow us to identify you, including your 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 and checks drawn on non-U.S. financial institutions even if payment may be effected through a U.S. financial

JPMORGAN MONEY MARKET FUNDS

37

How Your Account Works

CONTINUED

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 the JPMorgan Institutional Funds Service Center 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 323 125 832
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 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.

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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 shares 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.

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.

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How Your Account Works

CONTINUED

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.

I f 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 . Before these actions are 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.

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

40

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 , liquidate other investments in order to satisfy its distribution requirements.

The dates on which dividends and capital gains will be distributed for calendar year 200 6 are 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.

SHAREHOLDER STATEMENTS AND REPORTS

The Funds or your Financial Intermediary will send you transaction confirmation statements and monthly account statements. Please review these statements carefully. The Funds will correct errors if notified within 10 days of the date printed on the transaction confirmation or account statement. Your Financial Intermedi ary may have a different cut-off time.

After each fiscal half-year, you will receive a financial report from the Funds. In addition, the Funds will peri odically send you proxy statements and other reports.

If you have any questions or need additional information, please write to the JPMorgan Institutional Funds Service Center at 500 Stanton Christiana Road, 3-3750, Newark, DE 19713 or call 1-800-766-7722.

AVAILABILITY OF PROXY VOTING RECORD

The Trustees have delegated the authority to vote proxies for securities owned by the Fund to JPMIM or JPMIA as applicable . 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

JPMORGAN MONEY MARKET FUNDS

41

Shareholder Information

CONTINUED

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.

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42

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.

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.

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

43

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
			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
Prime Money Market Fund
September 1, 2005 to February 28, 2006 (c)	$	1.00	$	0.02	$	—	(f)	$	0.02	$	(0.02	)
Year Ended August 31, 2005		1.00		0.03		—			0.03		(0.03	)
Year Ended August 31, 2004		1.00		0.01		—			0.01		(0.01	)
Year Ended August 31, 2003		1.00		0.01		—			0.01		(0.01	)
September 10, 2001 (e) to August 31, 2002		1.00		0.02		—			0.02		(0.02	)
Liquid Assets Money Market Fund
July 1, 2005 to February 28, 2006 (d)		1.00		0.03		—	(f)		0.03		(0.03	)
February 19, 2005 (e) to June 30, 2005		1.00		0.01		—			0.01		(0.01	)
U.S. Government Money Market Fund
July 1, 2005 to February 28, 2006 (d)		1.00		0.02		—			0.02		(0.02	)
February 19, 2005 (e) to June 30, 2005		1.00		0.01		—	(f)		0.01		(0.01	)
U.S. Treasury Plus Money Market Fund
July 1, 2005 to February 28, 2006 (d)		1.00		0.02		—	(f)		0.02		(0.02	)
February 19, 2005 (e) to June 30, 2005		1.00		0.01		—	(f)		0.01		(0.01	)
Federal Money Market Fund
September 1, 2005 to February 28, 2006 (c)		1.00		0.02		—	(f)		0.02		(0.02	)
Year Ended August 31, 2005		1.00		0.02		—			0.02		(0.02	)
Year Ended August 31, 2004		1.00		0.01		—			0.01		(0.01	)
Year Ended August 31, 2003		1.00		0.01		—			0.01		(0.01	)
September 10, 2001 (e) to August 31, 2002		1.00		0.02		—			0.02		(0.02	)
100% U.S. Treasury Securities Money Market Fund
September 1, 2005 to February 28, 2006 (c)		1.00		0.02		—	(f)		0.02		(0.02	)
Year Ended August 31, 2005		1.00		0.02		—			0.02		(0.02	)
Year Ended August 31, 2004		1.00		0.01		—			0.01		(0.01	)
Year Ended August 31, 2003		1.00		0.01		—			0.01		(0.01	)
September 10, 2001 (e) to August 31, 2002		1.00		0.02		—			0.02		(0.02	)

 

(a) Annualized for periods less than one year.

(b) Not annualized for periods less than one year.

(c) Effective February 28, 2006, the Fund changed its fiscal year end from August 31 to the last day of February.

(d) Effective February 28, 2006, the Fund changed its fiscal year end from June 30 to the last day of February.

(e) Commencement of offering of class of shares.

(f) Amount is less than $0.01.

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2006

					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)		Net expenses			Net investment income (loss)			Expenses without waivers, reimbursements and earning credits
$1.00		1.96	%	$	21,099,369		0.20	%		3.91	%		0.28	%
1.00		2.43			21,516,192		0.20			2.36			0.30
1.00		0.99			26,513,965		0.20			0.99			0.32
1.00		1.27			25,075,000		0.20			1.24			0.31
1.00		2.02			21,881,000		0.19			2.06			0.32
1.00		2.53			1,882,903		0.20			3.77			0.29
1.00		0.98			1,452,881		0.20			2.76			0.32
1.00		2.50			2,314,372		0.20			3.76			0.28
1.00		0.94			2,017,162		0.20			2.66			0.28
1.00		2.42			4,151,409		0.20			3.72			0.29
1.00		0.92			1,705,565		0.20			2.61			0.27
1.00		1.92			2,266,888		0.20			3.86			0.29
1.00		2.34			1,817,800		0.20			2.36			0.31
1.00		0.91			1,271,387		0.20			0.90			0.32
1.00		1.20			1,712,000		0.20			1.20			0.32
1.00		1.93			1,953,000		0.20			1.97			0.32
1.00		1.79			1,579,514		0.20			3.59			0.29
1.00		2.14			1,318,264		0.20			2.07			0.30
1.00		0.84			1,976,796		0.20			0.84			0.31
1.00		1.14			1,126,307		0.20			1.08			0.32
1.00		1.85			267,011		0.20			1.67			0.33

 

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Financial Highlights

CONTINUED

					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
Tax Free Money Market Fund
September 1, 2005 to February 28, 2006 (c)		$ 1.00		$ 0.01		$ —	(f)		$ 0.01		$ (0.01	)
Year Ended August 31, 2005		1.00		0.02		—			0.02		(0.02	)
Year Ended August 31, 2004		1.00		0.01		—			0.01		(0.01	)
Year Ended August 31, 2003		1.00		0.01		—			0.01		(0.01	)
September 10, 2001 (e) to August 31, 2002		1.00		0.02		—			0.02		(0.02	)
Municipal Money Market Fund
July 1, 2005 to February 28, 2006 (d)		1.00		0.02		—	(f)		0.02		(0.02	)
February 19, 2005 (e) to June 30, 2005		1.00		0.01		—	(f)		0.01		(0.01	)

 

(a) Annualized for periods less than one year.

(b) Not annualized for periods less than one year.

(c) Effective February 28, 2006, the Fund changed its fiscal year end from August 31 to the last day of February.

(d) Effective February 28, 2006, the Fund changed its fiscal year end from June 30 to the last day of February.

(e) Commencement of offering of class of shares.

(f) Amount is less than $0.01.

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2006

					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)		Net expenses			Net investment income (loss)			Expenses without waivers, reimbursements and earning credits
$ 1.00		1.34	%		$ 9,465,973		0.20	%		2.69	%		0.28	%
1.00		1.83			8,973,878		0.20			1.81			0.30
1.00		0.87			8,684,334		0.20			0.87			0.31
1.00		1.09			6,332,000		0.20			1.05			0.32
1.00		1.54			3,889,112		0.20			1.46			0.33
1.00		1.75			249,762		0.20			2.71			0.29
1.00		0.77			84,755		0.20			2.27			0.28

 

JPMORGAN MONEY MARKET FUNDS

47

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 JPMTII). Specifically, the NYAG alleged that Canary engaged in certain activities that it characterized as “market timing” and also “late trading”.

On February 18, 2005, one or more of the JPMTI Funds offered in this prospectus acquired the assets and liabilities of a series of One Group Mutual Funds . As a result of that acquisition of assets and liabilities, the fol lowing legal proceedings disclosure relating to One Group Mutual Funds and additional fee and expense information is applicable to any JPMTI Fund that acquired assets and liabili ties of a series of One Group Mutual Funds.

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 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 A dvisors 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 a five year period 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 distribution plan 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 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 2006 subject to SEC approval . 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 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 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 market timing arrangements, (iii) failing to charge redemption fees for

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2006

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 NYAG , over 20 lawsuits have been filed by private plaintiffs and one lawsuit has been filed by the West Virginia Attorney General in connection with these circumstances in various state and federal courts around the country. These actions have been 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 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.

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 defendants (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, rescission of the distribution and service plans adopted under Rule 12b-1 of the 1940 Act, and attorneys’ fees.

On November 3, 2005, the district court ruled that all claims in the consolidated amended class action complaint against One Group Mutual Funds would be dismissed. The court also ruled that certain claims in that complaint and in the consolidated amended fund derivative complaint against other defendants would be dismissed. On March 1, 2006, the district court entered an order implementing these rulings , in which it dismissed certain claims against BOIA and its affili ates, all claims against One Group Mutual Funds, and all claims but one against the Trustees and former Trustees. On May 2, 2006, the West Virginia Attorney General voluntarily dismissed its suit. On May 30, 2006, the district court ruled that the remaining claim against the Trustees and former Trustees is to be dismissed as well.

In addition to the lawsuits described above, on August 30, 2005, the Commissioner of the West Virginia Securities Division entered a Summary Cease and Desist Order and Notice of Right to Hearing with respect to JPMorgan Investment Advi sors, Inc. and JPMorgan Chase & Co. The order focuses on conduct characterized as market timing and violations of West Virginia securities laws. The order generally relates to the same facts that were the subject of the SEC Order and NYAG settlement discussed above.

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49

Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

It is possible that these matters , the SEC and NYAG settlements, 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.

Annual and Cumulative Expense Examples

As noted above, t he settlement agreement with the NYAG requires JPMorgan Investment Advisors 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 JPMorgan Investment Advisors and its affiliates and the Reduced Rate Funds, less waivers and reimbursements by JPMorgan Investment Advisors 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 JPMorgan Investment Advisors 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. The Reduced Rate Funds are the JPMorgan Large Cap Value Fund, JPMorgan Equity Index Fund, the JPMorgan Equity Income Fund , the JPMorgan Government Bond Fund and the JPMorgan U.S. Equity Fund (the successor by merger to the One Group Diversified Equity Fund) and the Reduced Rates on various classes of those F unds were implemented September 27, 2004.

The required reductions may be made in the form of fee waivers or expense reimbursements in connection with the advisory agreement or administration agreement . S uch 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 Reduced Rate 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, shareholder servicing fees, fees paid to vendors not affiliated with JPMorgan Investment Advisors 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 JPMorgan Investment Advisors and its affiliates, as applicable. The affected Funds offered in this prospectus are not subject to a Reduced Rate.

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2006

FUND	CLASS	NET EXPENSE RATIO			GROSS EXPENSE RATIO
JPMorgan Prime Money Market Fund	Institutional Class		0.20	%		0.2 8	%
JPMorgan Liquid Assets Money Market Fund	Institutional Class		0.20			0. 29
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			0.2 9
JPMorgan 100% U.S. Treasury Securities Money Market Fund	Institutional Class		0.20			0.29
JPMorgan Municipal Money Market Fund	Institutional Class		0.20			0.2 9

 

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 July 1, 200 6 , 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 JPMorgan Investment Advisors and its affiliates; and the Gross Expense Ratios thereafter.

JPMORGAN MONEY MARKET FUNDS

51

Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

“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.” “Annual Net Return” shows what effect the “Annual Costs” will have on the assumed 5% annual return for each year.

Your actual costs may be higher or lower than those shown.
    

JPMORGAN PRIME MONEY MARKET FUND

	INSTITUTIONAL CLASS SHARES
PERIOD ENDED	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
JUNE 30, 2007	$	20		5.00	%		4.80	%		4.80	%
JUNE 30, 2008		30		10.25			9.75			4.72
JUNE 30, 2009		31		15.76			14.93			4.72
JUNE 30, 2010		33		21.55			20.35			4.72
JUNE 30, 2011		34		27.63			26.03			4.72
JUNE 30, 2012		36		34.01			31.98			4.72
JUNE 30, 2013		38		40.71			38.21			4.72
JUNE 30, 2014		40		47.75			44.73			4.72
JUNE 30, 2015		41		55.13			51.56			4.72
JUNE 30, 2016		43		62.89			58.72			4.72

 
    

JPMORGAN LIQUID ASSETS MONEY MARKET FUND

	INSTITUTIONAL CLASS SHARES
PERIOD ENDED	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
JUNE 30, 2007	$	20		5.00	%		4.80	%		4.80	%
JUNE 30, 2008		31		10.25			9.74			4.71
JUNE 30, 2009		33		15.76			14.90			4.71
JUNE 30, 2010		34		21.55			20.32			4.71
JUNE 30, 2011		36		27.63			25.98			4.71
JUNE 30, 2012		37		34.01			31.92			4.71
JUNE 30, 2013		39		40.71			38.13			4.71
JUNE 30, 2014		41		47.75			44.64			4.71
JUNE 30, 2015		43		55.13			51.45			4.71
JUNE 30, 2016		45		62.89			58.58			4.71

 

JPMORGAN MONEY MARKET FUNDS

52

P R O S P E C T U S    JULY 1

2006

JPMORGAN U.S. GOVERNMENT MONEY MARKET FUND

	INSTITUTIONAL CLASS SHARES
PERIOD ENDED	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
JUNE 30, 2007	$	20		5.00	%		4.80	%		4.80	%
JUNE 30, 2008		30		10.25			9.75			4.72
JUNE 30, 2009		31		15.76			14.93			4.72
JUNE 30, 2010		33		21.55			20.35			4.72
JUNE 30, 2011		34		27.63			26.03			4.72
JUNE 30, 2012		36		34.01			31.98			4.72
JUNE 30, 2013		38		40.71			38.21			4.72
JUNE 30, 2014		40		47.75			44.73			4.72
JUNE 30, 2015		41		55.13			51.56			4.72
JUNE 30, 2016		43		62.89			58.72			4.72

 
    

JPMORGAN U.S. TREASURY PLUS MONEY MARKET FUND

	INSTITUTIONAL CLASS SHARES
PERIOD ENDED	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
JUNE 30, 2007	$	20		5.00	%		4.80	%		4.80	%
JUNE 30, 2008		31		10.25			9.74			4.71
JUNE 30, 2009		33		15.76			14.90			4.71
JUNE 30, 2010		34		21.55			20.32			4.71
JUNE 30, 2011		36		27.63			25.98			4.71
JUNE 30, 2012		37		34.01			31.92			4.71
JUNE 30, 2013		39		40.71			38.13			4.71
JUNE 30, 2014		41		47.75			44.64			4.71
JUNE 30, 2015		43		55.13			51.45			4.71
JUNE 30, 2016		45		62.89			58.58			4.71

 

JPMORGAN MONEY MARKET FUNDS

53

Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

JPMORGAN 100% U.S. TREASURY SECURITIES MONEY MARKET FUND

	INSTITUTIONAL CLASS SHARES
PERIOD ENDED	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
JUNE 30, 2007	$	20		5.00	%		4.80	%		4.80	%
JUNE 30, 2008		31		10.25			9.74			4.71
JUNE 30, 2009		33		15.76			14.90			4.71
JUNE 30, 2010		34		21.55			20.32			4.71
JUNE 30, 2011		36		27.63			25.98			4.71
JUNE 30, 2012		37		34.01			31.92			4.71
JUNE 30, 2013		39		40.71			38.13			4.71
JUNE 30, 2014		41		47.75			44.64			4.71
JUNE 30, 2015		43		55.13			51.45			4.71
JUNE 30, 2016		45		62.89			58.58			4.71

 
    

JPMORGAN MUNICIPAL MONEY MARKET FUND

	INSTITUTIONAL CLASS SHARES
PERIOD ENDED	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
JUNE 30, 2007	$	20		5.00	%		4.80	%		4.80	%
JUNE 30, 2008		31		10.25			9.74			4.71
JUNE 30, 2009		33		15.76			14.90			4.71
JUNE 30, 2010		34		21.55			20.32			4.71
JUNE 30, 2011		36		27.63			25.98			4.71
JUNE 30, 2012		37		34.01			31.92			4.71
JUNE 30, 2013		39		40.71			38.13			4.71
JUNE 30, 2014		41		47.75			44.64			4.71
JUNE 30, 2015		43		55.13			51.45			4.71
JUNE 30, 2016		45		62.89			58.58			4.71

 

JPMORGAN MONEY MARKET FUNDS

54

This Page Intentionally Left Blank.

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- 551 -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. July 2006.

PR-MMI-706

PROSPECTUS JULY 1 , 200 6

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

JPMorgan Prime Money Market Fund	1
JPMorgan Liquid Assets Money Market Fund	6
JPMorgan U.S. Government Money Market Fund	1 1
JPMorgan U.S. Treasury Plus Money Market Fund	1 5
JPMorgan Federal Money Market Fund	19
JPMorgan 100% U.S. Treasury Securities Money Market Fund	2 3
JPMorgan Tax Free Money Market Fund	27
JPMorgan Municipal Money Market Fund	3 1
The Funds’ Management and Administration	35
How Your Account Works	37
Buying Fund Shares	37
Selling Fund Shares	4 0
Exchanging Fund Shares	4 0
Other Information Concerning the Funds	41
Shareholder Information	42
Distributions and Taxes	42
Shareholder Statements and Reports	42
Availability of Proxy Voting Record	42
Portfolio Holdings Disclosure	43
What the Terms Mean	44
Financial Highlights	46
Appendix A — Legal Proceedings and Additional Fee and Expense Information	5 0
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 temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

JPMORGAN MONEY MARKET FUNDS

2

P R O S P E C T U S    JULY 1

2006

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 ¹

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 3 /3 1 /0 6 was 1 . 05 %.

1 The Fund’s fiscal year end is the last day of February .

JPMORGAN MONEY MARKET FUNDS

4

P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Agency Shares		3 . 08		2 . 20		3 . 89

 

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 SHARES ASSETS)

Management Fees	0.08
Shareholder Service Fees	0.15
Other Expenses1	0.1 0
Total Annual Operating Expenses	0.3 3
Fee Waiver and Expense Reimbursements2	(0.0 7	)
Net Expenses2	0.26

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period .

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 through 6 /3 0 /0 7 . 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 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 6 /3 0 /0 7 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		99		1 78		4 11

 

JPMORGAN MONEY MARKET FUNDS

5

JPMorgan
    Liquid Assets 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 one of the two highest short-term rating s 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

6

P R O S P E C T U S    JULY 1

2006

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 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

JPMORGAN MONEY MARKET FUNDS

7

JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

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

8

P R O S P E C T U S    JULY 1

2006

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 s hares 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^1,2

BEST QUARTER 4th quarter, 2000	1.56	%
WORST QUARTER 1st quarter, 2004	0.16	%

 

The Fund’s year-to-date total return as of 3 /3 1 /0 6 was 0.98 %.

1 The Fund’s fiscal year end is the last day of February.

2 The Agency Shares were launched on February 19 , 2005 and as a result, have not yet had a full calen dar year of performance. Therefore, the performance shown is that of the Investor Shares of the Fund, the original class offered, and has not been adjusted to reflect the differences in fees and other expenses between the classes. Investor Shares of the Fund are not offered in this prospectus. Agency and Investor Shares would have substantially similar performance because the shares are invested in the same portfolio of securities, and the performance would differ only to the extent that the classes have different expenses.

JPMORGAN MONEY MARKET FUNDS

9

JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Agency Shares1		3.0 5		2 . 00		3 . 67

 

1 The performance in the table for the period before Agency Shares were launched on 2/ 19 /05 is based on the Fund’s Investor Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. 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 SHARES ASSETS)

Management Fees	0.08
Shareholder Service Fees	0.15
Other Expenses1	0.1 1
Total Annual Operating Expenses	0.3 4
Fee Waiver and Expense Reimbursements2	(0. 0 8	)
Net Expenses2	0.26

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6 /3 0 /0 7 . 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 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 6 /3 0 /0 7 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		10 1		1 8 3		4 2 3

 

JPMORGAN MONEY MARKET FUNDS

10

JPMorgan
    U.S. 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:

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

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

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

11

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

12

P R O S P E C T U S    JULY 1

2006

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 (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 RETURNS^1,2

BEST QUARTER 4th quarter, 2000	1.61	%
WORST QUARTER 3rd quarter, 2003	0.21	%

 

The Fund’s year-to-date total return as of 3 / 31 /0 6 was 1 .0 5 %.

1 The Fund’s fiscal year end is the l ast day of February.

2 Historical performance shown for Agency Shares 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

13

JPMorgan
    U.S. Government Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Agency Shares1		3 . 02		2 . 15		3 . 81

 

1 Historical performance shown for Agency Shares 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 SHARES ASSETS)

Management Fees	0.08
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 period.

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 6 % of its average daily net assets through 6 / 30 /0 7. 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 Agency Shares with the cost of investing in other mutual funds. The example assumes:

•  $10,000 initial investment,

•  5% return each year, and

•  net expe nses through 6 /3 0 /0 7 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		9 9		178		411

 

JPMORGAN MONEY MARKET FUNDS

14

JPMorgan
    U.S. Treasury Plus 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 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.

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.

JPMORGAN MONEY MARKET FUNDS

15

JPMorgan
    U.S. Treasury Plus Money Market Fund

CONTINUED

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

16

P R O S P E C T U S    JULY 1

2006

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 s hares 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^1,2

BEST QUARTER 4th quarter, 2000	1.52	%
WORST QUARTER 2nd quarter, 2004	0.13	%

 

The Fund’s year-to-date total return as of 3 /3 1 /0 6 was 0 . 95 %.

1 The Fund’s fiscal year end is the last day of February.

2 The Agency Shares were launched on February 19 , 2005 and as a result, have not yet had a full calendar year of performance. Therefore, the performance shown is that of the Investor Shares of the Fund and has not been adjusted to reflect the differences in fees and other expenses between the classes. Investor Shares of the Fund are not offered in this prospectus. Agency and Investor Shares would have substantially similar performance because the shares are invested in the same portfolio of securities, and the per formance would differ only to the extent that the classes have different expenses.

JPMORGAN MONEY MARKET FUNDS

17

JPMorgan
    U.S. Treasury Plus Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Agency Shares1		2 .8 8		1 . 85		3. 47

 

1 The performance in the table for the period before Agency Shares were launched on 2/ 19 /05 is based on the Fund’s Investor Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. 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 SHARES ASSETS)

Management Fees	0.08
Shareholder Service Fees	0.15
Other Expenses1	0. 1 1
Total Annual Operating Expenses	0.3 4
Fee Waiver and Expense Reimbursements2	(0.0 8	)
Net Expenses2	0.26

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period .

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 through 6 /3 0 /0 7 . 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 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 6 /3 0 /0 7 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		101		1 83		4 23

 

JPMORGAN MONEY MARKET FUNDS

18

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 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.

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

19

JPMorgan
    Federal Money Market Fund

CONTINUED

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. %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

20

P R O S P E C T U S    JULY 1

2006

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 RETURNS¹

BEST QUARTER 3rd quarter, 2000	1.58	%
4th quarter, 2000
WORST QUARTER 1st quarter, 2004	0.19	%

 

The Fund’s year-to-date total return as of 3 /3 1 /0 6 was 1 .0 3 %.

1 The Fund’s fiscal year end is the last day of February .

JPMORGAN MONEY MARKET FUNDS

21

JPMorgan
    Federal Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Agency Shares		2 . 97		2 . 11		3 . 75

 

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 SHARES ASSETS)

Management Fees	0.08
Shareholder Service Fees	0.15
Other Expenses1	0.1 1
Total Annual Operating Expenses	0.3 4
Fee Waiver and Expense Reimbursements2	(0.0 8	)
Net Expenses2	0.26

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6 /3 0 /0 7 . 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 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 6 /3 0 /0 7 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		10 1		18 3		4 23

 

JPMORGAN MONEY MARKET FUNDS

22

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.

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;

JPMORGAN MONEY MARKET FUNDS

23

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

CONTINUED

•  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

24

P R O S P E C T U S    JULY 1

2006

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 ,2}

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 3 /3 1 /0 6 was 0 . 99 %.

1 The performance for the period s before Agency Shares were launched on 6/3/96 is based on the performance of Morgan Shares of the Fund, which invest in the same portfolio of secu rities, but whose shares are not being offered in this prospectus. The performance for the periods prior to 5/ 3 /96 reflects the performance of the Fund’s predecessor, the Hanover 100% Treasury Securities Money Market Fund.

2 The Fund’s fiscal year end is the last day of February.

JPMORGAN MONEY MARKET FUNDS

25

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

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Agency Shares 1		2 . 75		2. 0 0		3. 58

 

1 The performance for the period s before Agency Shares were launched on 6/ 3 /96 is based on the performance of Morgan Shares of the Fund, which invest in the same portfolio of secu rities, but whose shares are not being offered in this prospec tus. The performance for the periods prior to 5/ 3 /96 reflects the performance of the Fund’s predecessor, the Hanover 100% Treasury Securities Money Market Fund.

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 SHARES ASSETS)

Management Fees	0.08
Shareholder Service Fees	0.15
Other Expenses1	0.11
Total Annual Operating Expenses	0.34
Fee Waivers and Expense Reimbursements2	(0.08	)
Net Expenses2	0.26

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

2 Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the 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 6 % of its average daily net assets through 6 / 30 /0 7. 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 Agency Shares with the cost of investing in other mutual funds. The example assumes:

•  $10,000 initial investment,

•  5% return each year, and

•  net e xpenses through 6 /3 0 /0 7 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		101		183		423

 

JPMORGAN MONEY MARKET FUNDS

26

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 . 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

27

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.
    

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

28

P R O S P E C T U S    JULY 1

2006

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 RETURNS¹

BEST QUARTER 4th quarter, 2000	1.04	%
WORST QUARTER 3rd quarter, 2003	0.17	%

 

The Fund’s year-to-date total return as of 3 /3 1 /0 6 was 0 . 70 %.

1 The Fund’s fiscal year end is the last day of February.

JPMORGAN MONEY MARKET FUNDS

29

JPMorgan
    Tax Free Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Agency Shares		2 . 18		1. 61		2. 53

 

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 SHARES ASSETS)

Management Fees	0.08
Shareholder Service Fees	0.15
Other Expenses1	0.1 0
Total Annual Operating Expenses	0.3 3
Fee Waivers and Expense Reimbursements2	(0.0 7	)
Net Expenses2	0.26

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6 /3 0 /0 7 . 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 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 6 /3 0 /0 7 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		99		178		4 11

 

JPMORGAN MONEY MARKET FUNDS

30

JPMorgan
    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 municipal 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 one of the two highest short-term rating s 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.
    

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

31

JPMorgan
    Municipal 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.

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.
    

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

32

P R O S P E C T U S    JULY 1

2006

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 s hares 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^1,2

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

 

The Fund’s year-to-date total return as of 3 /3 1 /0 6 was 0 . 66 %.

1 The Fund’s fiscal year end is the last day of February.

2 The Agency Shares were launched on February 19 , 2005 and as a result, have not yet had a full calendar year of performance. Therefore, the performance shown is that of the Premier Shares of the Fund and has not been adjusted to reflect the differences in fees and other expenses between the classes. Premier Shares of the Fund are not offered in this prospectus. Agency and Premier Shares would have substantially similar per formance because the shares are invested in the same portfolio of securities, and the performance would dif fer only to the extent that the classes have different expenses.

JPMORGAN MONEY MARKET FUNDS

33

JPMorgan
    Municipal Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Agency Shares1		2 . 21		1. 45		2. 35

 

1 The performance in the table for the period before Agency Shares were launched on 2/ 19 /05 is based on the Fund’s Premier Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. 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 SHARES ASSETS)

Management Fees	0.08
Shareholder Service Fees	0.15
Other Expenses1	0. 1 1
Total Annual Operating Expenses	0.3 4
Fee Waivers and Expense Reimbursements2	(0.0 8	)
Net Expenses2	0.26

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6 /3 0 /0 7 . 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 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 6 /3 0 /0 7 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		101		1 83		4 2 3

 

JPMORGAN MONEY MARKET FUNDS

34

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 s 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 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 period ended 2 / 28 /0 6 , JPMIM or JPMIA were paid mana gement fees (net of waivers, if any), as shown below, as a percentage of average daily net assets:

FUND	%
Prime Money Market Fund	0.08
Liquid Assets Money Market Fund	0.08
U.S. Government Money Market Fund	0.08
U.S. Treasury Plus Money Market Fund	0.08
Federal Money Market Fund	0.08
100% U.S. Treasury Securities Money Market Fund	0.08
Tax Free Money Market Fund	0.08
Municipal Money Market Fund	0.08

 

A discussion of the basis the Boards of Trustees of JPMTI and JPMTII used in reapproving the investment advisory agreement for the Funds is available in the shareholder report for the period ended August 31 , 2005 for the JPMTI Funds, and is available in the shareholder report for the period ended December 31 , 2005 for the JPMTII 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

JPMTI and JPMTII , on behalf of the Funds, have entered into a shareholder servicing agreement with JPMorgan Distribution Services, Inc. (JPMDS)

JPMORGAN MONEY MARKET FUNDS

35

The Funds’ Management and Administration

CONTINUED

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 0.1 5 % of the average daily net assets of Agency Shares of each Fund. JPMDS may enter into service agreements with Financial Intermediaries under which it will pay all or a portion of the 0.1 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

36

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. Financial Intermediaries or such other organizations may impose eligibility requirements for each of their clients or customers investing in the Funds, including investment minimum requirements, which may be the same or differ from the requirements for investors purchasing directly from the Funds. 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).

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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. The SAI has additional information on investment minimum waivers for investors purchasing directly from JPMDS, such as when additional accounts of the investor may be aggregated together to meet the minimum requirement. For further information on investment minimum waivers, you can also 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

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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 323 125 832
FBO YOUR JPMORGAN FUND
    (EX: JPMORGAN ABC FUND- AGENCY )
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 Interme diary 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 additional forms or follow additional procedures. You should contact your Financial Intermediary regarding purchases, exchanges and redemptions.

JPMORGAN MONEY MARKET FUNDS

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How Your Account Works

CONTINUED

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.

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.

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2006

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.

I f 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. Before these actions are 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.

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

41

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.

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 , liqui date other investments in order to satisfy its distri bution requirements.

The dates on which dividends and capital gains will be distributed for calendar year 200 6 are 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.

SHAREHOLDER STATEMENTS AND REPORTS

The Funds or your Financial Intermediary will send you transaction confirmation statements and monthly account statements. Please review these statements carefully. The Funds will correct errors if notified within 10 days of the date printed on the transaction confirmation or account statement. Your Financial Intermedi ary may have a different cut-off time.

After each fiscal half-year, you will receive a financial report from the Funds. In addition, the Funds will peri odically send you proxy statements and other reports.

If you have any questions or need additional information, please write to the JPMorgan Institutional Funds Service Center at 500 Stanton Christiana Road, 3-3750, Newark, DE 19713 or call 1-800-766-7722.

AVAILABILITY OF PROXY VOTING RECORD

The Trustees have delegated the authority to vote proxies for securities owned by the Fund to JPMIM or JPMIA, as applicable . 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

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2006

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

43

JPMorgan
    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.

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.

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

44

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
			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
Prime Money Market Fund
September 1, 2005 to February 28, 2006 (c)	$	1.00	$	0.02	$	—	(g)	$	0.02	$	(0.02	)
Year Ended August 31, 2005		1.00		0.03		—			0.03		(0.03	)
Year Ended August 31, 2004		1.00		0.01		—			0.01		(0.01	)
Year Ended August 31, 2003		1.00		0.01		—			0.01		(0.01	)
Year Ended August 31, 2002		1.00		0.02		—			0.02		(0.02	)
Year Ended August 31, 2001		1.00		0.05		—			0.05		(0.05	)
Liquid Assets Money Market Fund
July 1, 2005 to February 28, 2006 (d)		1.00		0.02		—	(g)		0.02		(0.02	)
February 19, 2005 (e) to June 30, 2005		1.00		0.01		—			0.01		(0.01	)
U.S. Government Money Market Fund (f)
July 1, 2005 to February 28, 2006 (d)		1.00		0.02		—			0.02		(0.02	)
Year Ended June 30, 2005		1.00		0.02		—	(g)		0.02		(0.02	)
Year Ended June 30, 2004		1.00		0.01		—			0.01		(0.01	)
Year Ended June 30, 2003		1.00		0.01		—			0.01		(0.01	)
November 1, 2001 (e) to June 30, 2002		1.00		0.01		—			0.01		(0.01	)
U.S. Treasury Plus Money Market Fund
July 1, 2005 to February 28, 2006 (d)		1.00		0.02		—	(g)		0.02		(0.02	)
February 19, 2005 (e) to June 30, 2005		1.00		0.01		—	(g)		0.01		(0.01	)
Federal Money Market Fund
September 1, 2005 to February 28, 2006 (c)		1.00		0.02		—	(g)		0.02		(0.02	)
Year Ended August 31, 2005		1.00		0.02		—			0.02		(0.02	)
Year Ended August 31, 2004		1.00		0.01		—			0.01		(0.01	)
Year Ended August 31, 2003		1.00		0.01		—			0.01		(0.01	)
Year Ended August 31, 2002		1.00		0.02		—			0.02		(0.02	)
Year Ended August 31, 2001		1.00		0.05		—			0.05		(0.05	)

 

(a) Annualized for periods less than one year.

(b) Not annualized for periods less than one year.

(c) Effective February 28, 2006, the Fund changed its fiscal year end from August 31 to the last day of February.

(d) Effective February 28, 2006, the Fund changed its fiscal year end from June 30 to the last day of February.

(e) Commencement of offering of class of shares.

(f) Effective February 19, 2005, Administrative Class was renamed as Agency Shares.

(g) Amount is less than $0.01.

JPMORGAN MONEY MARKET FUNDS

46

					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)		Net expenses			Net investment income (loss)			Expenses without waivers, reimbursements and earning credits
$1.00		1.93	%	$	9,357,166		0.26	%		3.84	%		0.33	%
1.00		2.37			12,406,388		0.26			2.35			0.33
1.00		0.93			11,669,540		0.26			0.92			0.32
1.00		1.20			12,648,000		0.26			1.20			0.31
1.00		2.05			12,562,000		0.25			2.08			0.32
1.00		5.45			16,676,000		0.26			5.15			0.33
1.00		2.49			206,098		0.26			3.68			0.34
1.00		0.96			482,594		0.26			2.68			0.37
1.00		2.48			3,516,960		0.24			3.65			0.33
1.00		1.95			4,045,754		0.24			2.55			0.32
1.00		0.87			98,212		0.24			0.86			0.24
1.00		1.30			578,118		0.24			1.14			0.24
1.00		1.21			81,789		0.24			1.72			0.24
1.00		2.38			894,875		0.26			3.55			0.34
1.00		0.89			898,116		0.26			2.52			0.32
1.00		1.89			200,822		0.26			3.74			0.34
1.00		2.27			203,604		0.26			2.17			0.34
1.00		0.85			389,465		0.26			0.85			0.33
1.00		1.14			333,490		0.26			1.20			0.33
1.00		1.96			522,503		0.26			2.02			0.32
1.00		5.30			1,169,232		0.26			5.01			0.34

JPMORGAN MONEY MARKET FUNDS

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Financial Highlights

CONTINUED

	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
100% U.S. Treasury Securities Money Market Fund
September 1, 2005 to February 28, 2006 (c)		$ 1.00		$ 0.02		$ —	( f )		$ 0.02		$ (0.02	)
Year Ended August 31, 2005		1.00		0.02		—			0.02		(0.02	)
Year Ended August 31, 2004		1.00		0.01		—			0.01		(0.01	)
Year Ended August 31, 2003		1.00		0.01		—			0.01		(0.01	)
Year Ended August 31, 2002		1.00		0.02		—			0.02		(0.02	)
Year Ended August 31, 2001		1.00		0.05		—			0.05		(0.05	)
Tax Free Money Market Fund
September 1, 2005 to February 28, 2006 (c)		1.00		0.01		—	( f )		0.01		(0.01	)
Year Ended August 31, 2005		1.00		0.02		—			0.02		(0.02	)
Year Ended August 31, 2004		1.00		0.01		—			0.01		(0.01	)
Year Ended August 31, 2003		1.00		0.01		—			0.01		(0.01	)
Year Ended August 31, 2002		1.00		0.02		—			0.02		(0.02	)
Year Ended August 31, 2001		1.00		0.03		—			0.03		(0.03	)
Municipal Money Market Fund
July 1, 2005 to February 28, 2006 (d)		1.00		0.02		—	( f )		0.02		(0.02	)
February 19, 2005 (e) to June 30, 2005		1.00		0.01		—	( f )		0.01		(0.01	)

 

(a) Annualized for periods less than one year.

(b) Not annualized for periods less than one year.

(c) Effective February 28, 2006, the Fund changed its fiscal year end from August 31 to the last day of February.

(d) Effective February 28, 2006, the Fund changed its fiscal year end from June 30 to the last day of February.

(e) Commencement of offering of class of shares.

( f ) Amount is less than $0.01.

JPMORGAN MONEY MARKET FUNDS

48

					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)		Net expenses			Net investment income (loss)			Expenses without waivers, reimbursements and earning credits
$1.00		1.77	%	$	1,098,879		0.24	%		3.56	%		0.34	%
1.00		2.10			738,403		0.24			2.09			0.33
1.00		0.79			784,065		0.25			0.78			0.32
1.00		1.09			818,000		0.25			1.11			0.32
1.00		1.89			1,090,033		0.25			1.86			0.32
1.00		5.11			1,169,893		0.25			4.93			0.35
1.00		1.31			444,492		0.26			2.63			0.33
1.00		1.77			904,664		0.26			1.74			0.33
1.00		0.81			1,173,270		0.26			0.82			0.32
1.00		1.02			724,817		0.26			1.05			0.33
1.00		1.54			1,091,000		0.26			1.45			0.33
1.00		3.47			921,139		0.26			3.42			0.36
1.00		1.71			45,534		0.26			2.71			0.34
1.00		0.75			17		0.26			2.34			0.32

 

JPMORGAN MONEY MARKET FUNDS

49

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 JPMTII). Specifically, the NYAG alleged that Canary engaged in certain activities that it characterized as “market timing” and also “late trading . ”

On February 18, 2005, one or more of the JPMTI Funds offered in this prospectus acquired the assets and liabilities of a series of One Group Mutual Funds . As a result of that acquisition of assets and liabilities, the fol lowing legal proceedings disclosure relating to One Group Mutual Funds and additional fee and expense information is applicable to any JPMTI Fund that acquired assets and liabili ties of a series of One Group Mutual Funds.

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 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 A dvisors 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 a five year period 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 distribution plan 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 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 2006 subject to SEC approval . 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 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 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,

JPMORGAN MONEY MARKET FUNDS

50

P R O S P E C T U S    JULY 1

2006

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 NYAG , over 20 lawsuits have been filed by private plaintiffs and one lawsuit has been filed by the West Virginia Attorne y General in connection with these circumstances in various state and federal courts around the country. These actions have been 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 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.

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 defendants (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, rescission of the distribution and service plans adopted under Rule 12b-1 of the 1940 Act, and attorneys’ fees.

On November 3, 2005, the dist rict court ruled that all claims in the consolidated amended class action complaint against One Group Mutual Funds would be dismissed. The court also ruled that certain claims in that complaint and in the consolidated amended fund derivative complaint against other defendants would be dismissed. On March 1, 2006, the district court entered an order implementing these rulings , in which it dismissed certain claims against BOIA and its affiliates, all claims against One Group Mutual Funds, and all claims but one against the Trustees and former Trustees. On May 2, 2006, the West Virginia Attorney General voluntarily dismissed its suit. On May 30, 2006, the district court ruled that the remaining claim against the Trustees and former Trustees is to be dismissed as well.

In addition to the lawsuits described above, on August 30, 2005, the Commissioner of the West Virginia Securities Divi sion entered a Summary Cease and Desist Order and Notice of Right to Hearing with respect to JPMorgan Investment Advisors, Inc. and JPMorgan Chase & Co. The order focuses on conduct characterized as

JPMORGAN MONEY MARKET FUNDS

51

Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

market timing and violations of West Virginia securities laws. The order generally relates to the same facts that were the subject of the SEC Order and NYAG settlement discussed above.

It is possible that these matters , the SEC and NYAG settlements, 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.

Annual and Cumulative Expense Examples

As noted above, t he settlement agreement with the NYAG requires JPMorgan Investment Advisors 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 JPMorgan Investment Advisors and its affiliates and the Reduced Rate Funds, less waivers and reimbursements by JPMorgan Investment Advisors 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 JPMorgan Investment Advisors 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. The Reduced Rate Funds are the JPMorgan Large Cap Value Fund, JPMorgan Equity Index Fund, the JPMorgan Equity Income Fund , the JPMorgan Government Bond Fund and the JPMorgan U.S. Equity Fund (the successor by merger to the One Group Diversified Equity Fund) and the Reduced Rates on various classes of those F unds were implemented September 27, 2004 .

The required reductions may be made in the form of fee waivers or expense reimbursements in connection with the advisory agreement or administration agreement . S uch 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 Reduced Rate 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, shareholder servicing fees, fees paid to vendors not affiliated with JPMorgan Investment Advisors 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 JPMorgan Investment Advisors and its affiliates, as applicable. The affected Funds offered in this prospectus are not subject to a Reduced Rate.

JPMORGAN MONEY MARKET FUNDS

52

P R O S P E C T U S    JULY 1

2006

FUND	CLASS	NET EXPENSE RATIO			GROSS EXPENSE RATIO
JPMorgan Prime Money Market Fund	Agency		0.26	%		0.3 3	%
JPMorgan Liquid Assets Money Market Fund	Agency		0.26			0.3 4
JPMorgan U.S. Government Money Market Fund	Agency		0.26			0.33
JPMorgan U.S. Treasury Plus Money Market Fund	Agency		0.26			0.3 4
JPMorgan 100% U.S. Treasury Securities Money Market Fund	Agency		0.26			0.34
JPMorgan Municipal Money Market Fund	Agency		0.26			0.3 4

 

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 July 1, 200 6 , 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 JPMorgan Investment Advisors and its affiliates; and the Gross Expense Ratios thereafter.

JPMORGAN MONEY MARKET FUNDS

53

Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

“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.” “Annual Net Return” shows what effect the “Annual Costs” will have on the assumed 5% annual return for each year.

Your actual costs may be higher or lower than those shown.
    

JPMORGAN PRIME MONEY MARKET FUND

	AGENCY SHARES
PE RIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
June 30, 2007	$	27		5.00	%		4.74	%		4.74	%
June 30, 2008		35		10.25			9.63			4.67
June 30, 2009		37		15.76			14.75			4.67
June 30, 2010		39		21.55			20.11			4.67
June 30, 2011		41		27.63			25.72			4.67
June 30, 2012		42		34.01			31.59			4.67
June 30, 2013		44		40.71			37.74			4.67
June 30, 2014		47		47.75			44.17			4.67
June 30, 2015		49		55.13			50.90			4.67
June 30, 2016		51		62.89			57.95			4.67

 

JPMORGAN LIQUID ASSETS MONEY MARKET FUND

	AGENCY SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
June 30, 2007	$	27		5.00	%		4.74	%		4.74	%
June 30, 2008		36		10.25			9.62			4.66
June 30, 2009		38		15.76			14.73			4.66
June 30, 2010		40		21.55			20.08			4.66
June 30, 2011		42		27.63			25.67			4.66
June 30, 2012		44		34.01			31.53			4.66
June 30, 2013		46		40.71			37.66			4.66
June 30, 2014		48		47.75			44.07			4.66
June 30, 2015		50		55.13			50.79			4.66
June 30, 2016		52		62.89			57.81			4.66

 

JPMORGAN MONEY MARKET FUNDS

54

P R O S P E C T U S    JULY 1

2006

JPMORGAN U.S. GOVERNMENT MONEY MARKET FUND

	AGENCY SHARES
period ended	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
June 30, 2007	$	27		5.00	%		4.74	%		4.74	%
June 30, 2008		35		10.25			9.63			4.67
June 30, 2009		37		15.76			14.75			4.67
June 30, 2010		39		21.55			20.11			4.67
June 30, 2011		41		27.63			25.72			4.67
June 30, 2012		42		34.01			31.59			4.67
June 30, 2013		44		40.71			37.74			4.67
June 30, 2014		47		47.75			44.17			4.67
June 30, 2015		49		55.13			50.90			4.67
June 30, 2016		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
June 30, 2007	$	27		5.00	%		4.74	%		4.74	%
June 30, 2008		36		10.25			9.62			4.66
June 30, 2009		38		15.76			14.73			4.66
June 30, 2010		40		21.55			20.08			4.66
June 30, 2011		42		27.63			25.67			4.66
June 30, 2012		44		34.01			31.53			4.66
June 30, 2013		46		40.71			37.66			4.66
June 30, 2014		48		47.75			44.07			4.66
June 30, 2015		50		55.13			50.79			4.66
June 30, 2016		52		62.89			57.81			4.66

 

JPMORGAN MONEY MARKET FUNDS

55

Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

JPMORGAN 100% U.S. TREASURY SECURITIES MONEY MARKET FUND

	AGENCY SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
June 30, 2007	$	27		5.00	%		4.74	%		4.74	%
June 30, 2008		36		10.25			9.62			4.66
June 30, 2009		38		15.76			14.73			4.66
June 30, 2010		40		21.55			20.08			4.66
June 30, 2011		42		27.63			25.67			4.66
June 30, 2012		44		34.01			31.53			4.66
June 30, 2013		46		40.71			37.66			4.66
June 30, 2014		48		47.75			44.07			4.66
June 30, 2015		50		55.13			50.79			4.66
June 30, 2016		52		62.89			57.81			4.66

 

JPMORGAN MUNICIPAL MONEY MARKET FUND

	AGENCY SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
June 30, 2007	$	27		5.00	%		4.74	%		4.74	%
June 30, 2008		36		10.25			9.62			4.66
June 30, 2009		38		15.76			14.73			4.66
June 30, 2010		40		21.55			20.08			4.66
June 30, 2011		42		27.63			25.67			4.66
June 30, 2012		44		34.01			31.53			4.66
June 30, 2013		46		40.71			37.66			4.66
June 30, 2014		48		47.75			44.07			4.66
June 30, 2015		50		55.13			50.79			4.66
June 30, 2016		52		62.89			57.81			4.66

 

JPMORGAN MONEY MARKET FUNDS

56

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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- 551 -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. July 2006.

PR-MMA-706

PROSPECTUS JULY 1, 2006

JPMorgan

Money Market

Funds

Capital Shares

JPMorgan Prime Money Market Fund
JPMorgan Liquid Assets Money Market Fund
JPMorgan U.S. Government Money Market Fund
JPMorgan 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

JPMorgan Prime Money Market Fund	1
JPMorgan Liquid Assets Money Market Fund	6
JPMorgan U.S. Government Money Market Fund	1 1
JPMorgan 100% U.S. Treasury Securities Money Market Fund	1 5
The Funds’ Management and Administration	19
How Your Account Works	2 1
Buying Fund Shares	2 1
Selling Fund Shares	2 4
Exchanging Fund Shares	2 4
Other Information Concerning the Funds	2 5
Shareholder Information	26
Distributions and Taxes	26
Shareholder Statements and Reports	26
Availability of Proxy Voting Record	26
Portfolio Holdings Disclosure	26
What the Terms Mean	28
Financial Highlights	3 0
Appendix A — Legal Proceedings and Additional Fee and Expense Information	3 2
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 temporary defensive periods or to meet redemptions, it may not achieve its investment objective.

JPMORGAN MONEY MARKET FUNDS

2

P R O S P E C T U S    JULY 1

2006

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. T he bar chart shows how the performance of the Fund’s s hares 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^1,2

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 3 /3 1 /0 6 was 1 . 0 6 %.

1 The Fund’s fiscal year end is the last day of February .

2 The Capital S hares were launched on February 19 , 2005 and as a result, have not had a full calendar year of performance. Therefore, the performance shown is that of the Institutional Class Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospec tus. 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.

JPMORGAN MONEY MARKET FUNDS

4

P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Capital Shares1		3 . 17		2 . 26		3 . 92

 

1 The performance in the table for the period before Capital Shares were launched on 2/ 19 /05 is based on the Fund’s Institutional Class Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospec tus. 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 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
Shareholder Service Fees	0.05
Other Expenses1	0.1 0
Total Annual Operating Expenses	0.2 3
Fee Waiver and Expense Reimbursements2	(0.0 7	)
Net Expenses2	0.16

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6 /3 0 /0 7 . 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 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 6 /3 0 /0 7 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		6 7		12 2		2 86

 

JPMORGAN MONEY MARKET FUNDS

5

JPMorgan
    Liquid Assets 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. T hese securities will:

• have one of the two highest short-term rating s 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

6

P R O S P E C T U S    JULY 1

2006

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 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

JPMORGAN MONEY MARKET FUNDS

7

JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

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

8

P R O S P E C T U S    JULY 1

2006

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 s hares 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^1,2

BEST QUARTER 4th quarter, 2000	1.56	%
WORST QUARTER 1st quarter, 2004	0.16	%

 

The Fund’s year-to-date total return as of 3 / 31 /0 6 was 0 . 98 %.

1 The Fund’s fiscal year end is the last day of February.

2 The Capital S hares were launched on February 19 , 2005 and as a result, have not had a full calendar year of per formance. Therefore, the performance shown is that of the Investor Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. The returns would differ only to the extent that the classes have different expenses.

JPMORGAN MONEY MARKET FUNDS

9

JPMorgan
    Liquid Assets Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Capital Shares1		3 . 14		2. 02		3 . 68

 

1 The performance in the table for the period before Capital Shares were launched on 2/ 19 /05 is based on the Fund’s Investor Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. 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
Shareholder Service Fees	0.05
Other Expenses1	0.1 1
Total Annual Operating Expenses	0.2 4
Fee Waiver and Expense Reimbursements2	(0. 0 8	)
Net Expenses2	0.16

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6 /3 0 /0 7 . 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 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 6 /3 0 /0 7 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		69		1 27		2 98

 

JPMORGAN MONEY MARKET FUNDS

10

JPMorgan
    U.S. 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:

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

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

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.

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

JPMORGAN MONEY MARKET FUNDS

11

JPMorgan
    U.S. Government Money Market Fund

CONTINUED

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

12

P R O S P E C T U S    JULY 1

2006

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 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 3/31/06 was 1 . 08 %.

1 The Fund’s fiscal year end is the last day of February.

JPMORGAN MONEY MARKET FUNDS

13

JPMorgan
    U.S. Government Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Capital Shares		3 . 12		2 . 25		3 . 90

 

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
Shareholder Service Fees	0.05
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 period.

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 6 % of its average daily net assets through 6 / 30 /0 7. 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 Capital Shares with the cost of investing in other mutual funds. The example assumes:

•  $10,000 initial investment,

•  5% return each year, and

•  net e xpenses through 6 /3 0 /0 7 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		6 7		122		28 6

 

JPMORGAN MONEY MARKET FUNDS

14

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

15

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

CONTINUED

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

16

P R O S P E C T U S    JULY 1

2006

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 s hares 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^1,2

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 3 /3 1 /0 6 was 1. 00 %.

1 The Fund’s fiscal year end is the last day of February .

2 The Capital S hares were launched on February 19 , 2005 and as a result, have not had a full calendar year of per formance. Therefore, the performance shown is that of the Institutional Class Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospec tus. The returns would differ only to the extent that the classes have different expenses. T he 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 from 6/3/96 to 9/9/01 and on the performance of Morgan Shares from 5/ 3 /96 to 6/2/96. Both of these classes invest in the same portfolio of securities, but their shares are not being offered in this prospectus. The performance for periods prior to 5/ 3 /96 reflects performance of the Fund’s predecessor, the Hanover 100% Treasury Securities Money Market Fund.

JPMORGAN MONEY MARKET FUNDS

17

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

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Capital Shares1		2 . 85		2. 05		3. 60

 

1 The performance in the table for the period before Capital Shares were launched on 2/ 19 /05 is based on the Fund’s Institutional Class Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospec tus. 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 from 6/3/96 to 9/9/01 and on the performance of Morgan Shares from 5/ 3 /96 to 6/2/96. Both of these classes invest in the same portfolio of securities, but their shares are not being offered in this prospectus. The performance for periods prior to 5/ 3 /96 reflects performance of the Fund’s predecessor, the Hanover 100% Treasury Securities Money Market Fund.

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
Shareholder Service Fees	0.05
Other Expenses1	0.11
Total Annual Operating Expenses	0.24
Fee Waivers and Expense Reimbursements2	(0.08	)
Net Expenses2	0.16

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

2 Reflects a written agreement pursuant to which JPMIM, the Fund’s administrator and the 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 6 % of its average daily net assets through 6/30/07. I n 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 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 6 /3 0 /0 7 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)		1 6		69		127		298

 

JPMORGAN MONEY MARKET FUNDS

18

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 s 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 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 period ended 2/28/06, JPMIM or JPMIA were paid management fees (net of waivers, if any), as shown below, as a percentage of average daily net assets:

FUND	%
Prime Money Market Fund	0.08
Liquid Assets Money Market Fund	0.08
U.S. Government Money Market Fund	0.08
10 0% U.S. Treasury Securities Money Market Fund	0.08

 

A discussion of the basis the Boards of Trustees of JPMTI and JPMTII used in reapproving the invest ment advisory agreement for the Funds is available in the shareholder report for the period ended August 31 , 2005 for the JPMTI Funds, and is available in the shareholder report for the period ended December 31 , 2005 for the JPMTII 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

JPMTI and JPMTII , on behalf of the Funds, ha ve 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 0.05% 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 0.05% annual fees to such entities for performing shareholder and administrative services.

JPMORGAN MONEY MARKET FUNDS

19

The Funds’ Management and Administration

CONTINUED

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

20

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
100% U.S. Treasury Securities Money Market Fund	2:00 P.M. ET

 

JPMORGAN MONEY MARKET FUNDS

21

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

Capital Shares are subject to a $100,000,000 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 institutional 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 JPMorgan 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, such as when additional accounts of the investor may be aggre gated together to meet the minimum requirement, see the SAI or 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

22

P R O S P E C T U S    JULY 1

2006

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 323 125 832
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 additional forms or follow additional procedures. You should contact your Financial Intermediary regarding purchases, exchanges and redemptions.

JPMORGAN MONEY MARKET FUNDS

23

How Your Account Works

CONTINUED

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.

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.

JPMORGAN MONEY MARKET FUNDS

24

P R O S P E C T U S    JULY 1

2006

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.

I f 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 . Before these actions are 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.

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

25

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 , liquidate other investments in order to satisfy its distribution requirements.

The dates on which dividends and capital gains will be distributed for calendar year 200 6 are 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.

SHAREHOLDER STATEMENTS AND REPORTS

The Funds or your Financial Intermediary will send you transaction confirmation statements and monthly account statements. Please review these statements carefully. The Funds will correct errors if notified within 10 days of the date printed on the transaction confirmation or account statement. Your Financial Intermediary may have a different cut-off time.

After each fiscal half-year, you will receive a finan cial report from the Funds. In addition, the Funds will periodically send you proxy statements and other reports.

If you have any questions or need additional infor mation, please write to the JPMorgan Institutional Funds Service Center at 500 Stanton Christiana Road, 3-3750, Newark, DE 19713 or call 1-800-766-7722.

AVAILABILITY OF PROXY VOTING RECORD

The Trustees have delegated the authority to vote proxies for securities owned by the Fund to JPMIM or JPMIA, as applicable . 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.

JPMORGAN MONEY MARKET FUNDS

26

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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

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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.

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 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.

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.

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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
			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
Prime Money Market Fund
September 1, 2005 to February 28, 2006 (c)	$	1.00	$	0.02	$	—	(g)	$	0.02	$	(0.02	)
February 19, 2005 to August 31, 2005		1.00		0.02		—			0.02		(0.02	)
Liquid Assets Money Market Fund
July 1, 2005 to February 28, 2006 (d)		1.00		0.03		—	(g)		0.03		(0.03	)
February 19, 2005 (e) to June 30, 2005		1.00		0.01		—			0.01		(0.01	)
U.S. Government Money Market Fund (f)
July 1, 2005 to February 28, 2006 (d)		1.00		0.03		—			0.03		(0.03	)
Year Ended June 30, 2005		1.00		0.02		—	(g)		0.02		(0.02	)
Year Ended June 30, 2004		1.00		0.01		—			0.01		(0.01	)
Year Ended June 30, 2003		1.00		0.01		—			0.01		(0.01	)
Year Ended June 30, 2002		1.00		0.02		—			0.02		(0.02	)
Year Ended June 30, 2001		1.00		0.06		—			0.06		(0.06	)
100% U.S. Treasury Securities Money Market Fund
September 1, 2005 to February 28, 2006 (c)		1.00		0.02		—	(g)		0.02		(0.02	)
February 19, 2005 to August 31, 2005		1.00		0.01		—			0.01		(0.01	)

 

(a) Annualized for periods less than one year.

(b) Not annualized for periods less than one year.

(c) Effective February 28, 2006, the Fund changed its fiscal year end from August 31 to the last day of February.

(d) Effective February 28, 2006, the Fund changed its fiscal year end from June 30 to the last day of February.

(e) Commencement of offering of class of shares.

(f) Effective February 19, 2005, Class I was renamed as Capital Shares.

(g) Amount is less than $0.01.

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					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)		Net expenses			Net investment income (loss)			Expenses without waivers, reimbursements and earning credits
$1.00		1.98	%	$	29,137,733		0.16	%		3.97	%		0.23	%
1.00		1.55			27,693,602		0.16			2.96			0.23
1.00		2.56			1,631,764		0.16			3.73			0.24
1.00		0.99			3,102,545		0.16			2.80			0.27
1.00		2.54			11,330,299		0.14			3.89			0.23
1.00		2.05			4,529,318		0.14			1.94			0.17
1.00		0.97			7,157,361		0.14			0.96			0.14
1.00		1.40			9,031,960		0.14			1.37			0.14
1.00		2.45			5,951,880		0.14			2.40			0.14
1.00		5.93			4,495,228		0.14			5.70			0.14
1.00		1.82			1,380,249		0.14			3.61			0.24
1.00		1.40			1,670,983		0.14			2.64			0.23

 

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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 JPMT II ). Specifically, the NYAG alleged that Canary engaged in certain activities that it characterized as “market timing” and also “late trading”.

On February 18, 2005, one or more of the JPMTI Funds offered in this prospectus acquired the assets and liabilities of a series of One Group Mutual Funds . As a result of that acquisition of assets and liabilities, the fol lowing legal proceedings disclosure relating to One Group Mutual Funds and additional fee and expense information is applicable to any JPMTI Fund that acquired assets and liabili ties of a series of One Group Mutual Funds.

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 its 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 A dvisors 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 a five year period 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 distribution plan 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 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 2006 subject to SEC approval . 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 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 certain of the Funds that was inconsistent with the terms of the Funds’ prospectus and that was

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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 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 NYAG , over 20 lawsuits have been filed by private plaintiffs and one lawsuit has been filed by the West Virginia Attorney General in connection with these circumstances in various state and federal courts around the country. These actions have been 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 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.

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 defendants (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, rescission of the distribution and service plans adopted under Rule 12b-1 of the 1940 Act, and attorneys’ fees.

On November 3, 2005, the district court ruled that all claims in the consolidated amended class action complaint against One Group Mutual Funds would be dismissed. The court also ruled that certain claims in that complaint and in the consolidated amended fund derivative complaint against other defendants would be dismissed. On March 1, 2006, the district court entered an order implementing these rulings , in which it dismissed certain claims against BOIA and its affiliates, all claims against One Group Mutual Funds, and all claims but one against the Trustees and former Trustees. On May 2, 2006, the West Virginia Attorney General voluntarily dismissed i t s suit. On May 30, 2006, the district court ruled that the remaining claim against the Trustees and former Trustees is to be dismissed as well.

In addition to the lawsuits described above, on August 30, 2005, the Commissioner of the West Virginia Securities Divi sion entered a Summary Cease and Desist Order and Notice of Right to Hearing with respect to JPMorgan Investment Advi sors, Inc. and JPMorgan Chase & Co. The order focuses on conduct characterized as market timing and violations of West Virginia securities laws. The order generally relates to the same facts that were the subject of the SEC Order and NYAG settlement discussed above.

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Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

It is possible that these matters , the SEC and NYAG settlements, 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.

Annual and Cumulative Expense Examples

As noted above, t he settlement agreement with the NYAG requires JPMorgan Investment Advisors 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 JPMorgan Investment Advisors and its affiliates and the Reduced Rate Funds, less waivers and reimbursements by JPMorgan Investment Advisors 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 JPMorgan Investment Advisors 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. The Reduced Rate Funds are the JPMorgan Large Cap Value Fund, JPMorgan Equity Index Fund, the JPMorgan Equity Income Fund , the JPMorgan Government Bond Fund and the JPMorgan U.S. Equity Fund (the successor by merger to the One Group Diversified Equity Fund ) a nd the Reduced Rates on various classes of those Funds were implemented September 27, 2004.

The required reductions may be made in the form of fee waivers or expense reimbursements in connection with the advisory agreement or administration agreement . S uch 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 Reduced Rate 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 , shareholder servicing fees , fees paid to vendors not affiliated with JPMorgan Investment Advisors 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 JPMorgan Investment Advisors and 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	%		0 .2 3	%
JPMorgan Liquid Assets Money Market Fund	Capital		0.16			0.2 4
JPMorgan U.S. Government Money Market Fund	Capital		0.16			0.23
JPMorgan 100% U.S. Treasury Securities Money Market Fund	Capital		0.16			0.24

 

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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 July 1, 200 6 , 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 JPMorgan Investment Advisors and its affiliates; and the Gross Expense Ratios thereafter.

“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.” “Annual Net Return” shows what effect the “Annual Costs” will have on the assumed 5% annual return for each year.

Your actual costs may be higher or lower than those shown.     
    

JPMORGAN PRIME MONEY MARKET FUND

	CAPITAL SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
JUNE 30, 2007	$	16		5.00	%		4.84	%		4.84	%
JUNE 30, 2008		25		10.25			9.84			4.77
JUNE 30, 2009		26		15.76			15.08			4.77
JUNE 30, 2010		27		21.55			20.57			4.77
JUNE 30, 2011		28		27.63			26.32			4.77
JUNE 30, 2012		30		34.01			32.35			4.77
JUNE 30, 2013		31		40.71			38.66			4.77
JUNE 30, 2014		33		47.75			45.27			4.77
JUNE 30, 2015		34		55.13			52.20			4.77
JUNE 30, 2016		36		62.89			59.46			4.77

 

JPMORGAN MONEY MARKET FUNDS

35

Appendix A—Legal Proceedings and Additional
Fee and Expense Information

CONTINUED

JPMORGAN LIQUID ASSETS MONEY MARKET FUND

	CAPITAL SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
JUNE 30, 2007	$	16		5.00	%		4.84	%		4.84	%
JUNE 30, 2008		26		10.25			9.83			4.76
JUNE 30, 2009		27		15.76			15.06			4.76
JUNE 30, 2010		28		21.55			20.54			4.76
JUNE 30, 2011		30		27.63			26.27			4.76
JUNE 30, 2012		31		34.01			32.28			4.76
JUNE 30, 2013		33		40.71			38.58			4.76
JUNE 30, 2014		34		47.75			45.18			4.76
JUNE 30, 2015		36		55.13			52.09			4.76
JUNE 30, 2016		37		62.89			59.33			4.76

 

JPMORGAN U.S. GOVERNMENT MONEY MARKET FUND

	CAPITAL SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
JUNE 30, 2007	$	16		5.00	%		4.84	%		4.84	%
JUNE 30, 2008		25		10.25			9.84			4.77
JUNE 30, 2009		26		15.76			15.08			4.77
JUNE 30, 2010		27		21.55			20.57			4.77
JUNE 30, 2011		28		27.63			26.32			4.77
JUNE 30, 2012		30		34.01			32.35			4.77
JUNE 30, 2013		31		40.71			38.66			4.77
JUNE 30, 2014		33		47.75			45.27			4.77
JUNE 30, 2015		34		55.13			52.20			4.77
JUNE 30, 2016		36		62.89			59.46			4.77

 

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JPMORGAN 100% U.S. TREASURY SECURITIES MONEY MARKET FUND

	CAPITAL SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
JUNE 30, 2007	$	16		5.00	%		4.84	%		4.84	%
JUNE 30, 2008		26		10.25			9.83			4.76
JUNE 30, 2009		27		15.76			15.06			4.76
JUNE 30, 2010		28		21.55			20.54			4.76
JUNE 30, 2011		30		27.63			26.27			4.76
JUNE 30, 2012		31		34.01			32.28			4.76
JUNE 30, 2013		33		40.71			38.58			4.76
JUNE 30, 2014		34		47.75			45.18			4.76
JUNE 30, 2015		36		55.13			52.09			4.76
JUNE 30, 2016		37		62.89			59.33			4.76

 

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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- 551 -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. July 2006.

PR-MMC-706

PROSPECTUS JULY 1, 2006

Municipal Money Market Funds

E*TRADE Class Shares

JPMorgan Municipal Money Market Fund
JPMorgan California Municipal Money Market Fund
JPMorgan New York Municipal Money Market Fund

This prospectus is to be used only by clients of E*TRADE Securities LLC.

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

JPMorgan Municipal Money Market Fund	1
JPMorgan California Municipal Money Market Fund	8
JPMorgan New York Municipal Money Market Fund	15
The Funds’ Management and Administration	22
How Your Account Works	25
Buying Fund Shares	25
Selling Fund Shares	27
Other Information Concerning the Funds	28
Shareholder Information	29
Distributions and Taxes	29
Shareholder Statements and Reports	31
Availability of Proxy Voting Record	31
Portfolio Holdings Disclosure	3 2
What the Terms Mean	3 3
Financial Highlights	34
Appendix A—Legal Proceedings and Additional Fee and Expense Information	3 6
How To Reach Us	Back cover

 

This prospectus is to be used by clients of E*TRADE Securities LLC (E*TRADE Securities). E*TRADE Class Shares of the Funds may not be purchased directly by individuals. In order to be a shareholder of a Fund, an individual generally needs to have a brokerage account with E*TRADE Securities and have elected E*TRADE Class Shares as a “sweep” investment.

JPMorgan
    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 municipal 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.

1

JPMorgan
    Municipal Money Market Fund

CONTINUED

• 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 one of the two highest short-term rating s 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’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.

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

2

P R O S P E C T U S    JULY 1

2006

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.

3

JPMorgan
    Municipal Money Market Fund

CONTINUED

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

•  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

4

P R O S P E C T U S    JULY 1

2006

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the E*TRADE Class Shares had not commenced operations as of December 31, 2005, 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 E*TRADE Securities at 1-800-ETRADE-1 or go to www.etrade.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	0.93	%
WORST QUARTER 3rd quarter, 2003	0.07	%

 

The Fund’s year-to-date total return as of 3/31/06 was 0.60 %.

1 The Fund’s fiscal year end is the last day of February .

2 As of December 31, 2005, the E*TRADE Class Shares had not commenced operations. T he performance shown is that of the Reserve Shares whose shares are not offered in this prospectus. The performance for both classes would have been 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. Because E*TRADE Class Shares are subject to higher fees and expenses than Reserve Shares, their performance would have been lower than the performance of Reserve Shares.

5

JPMorgan
    Municipal Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Reserve Shares1		1.79		1.17		2.08

 

1 As of December 31, 2005, the E*TRADE Class Shares had not commenced operations. T he performance shown is that of the Reserve Shares whose shares are not offered in this prospectus. The performance for both classes would have been 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. Because E*TRADE Class Shares are subject to higher fees and expenses than Reserve Shares, their performance would have been lower than the performance of Reserve Shares.

Investor Expenses for E*TRADE Class Shares

The expenses of the E*TRADE Class Shares before and after reimbursement are shown below.
    

ANNUAL OPERATING EXPENSES (%)

(EXPENSES THAT ARE DEDUCTED FROM E*TRADE CLASS ASSETS)

Management Fees	0.08
Distribution (Rule 12b-1) Fees	0.60
Shareholder Service Fees	0.30
Other Expenses1	0.1 1
Total Annual Operating Expenses	1.0 9
Fee Waivers and Expense Reimbursements2	(0.0 9	)
Net Expenses2	1.00

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 E*TRADE Class Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 1.00% of its average daily net assets through 6/30/07 . In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

6

P R O S P E C T U S    JULY 1

2006

Example

The example below is intended to help you compare the cost of investing in the E*TRADE 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 6/30/07 and total annual operating expenses thereafter.

This example is for comparison only; the actual return of the E*TRADE 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)		102		33 8		5 92		1,321

 

7

JPMorgan
    California Municipal 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. As a fundamental policy, the Fund normally invests at least 80% of the value of its Assets in such municipal obligations. 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 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 and California 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 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 these requirements, the Fund is managed in the following manner:

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

8

P R O S P E C T U S    JULY 1

2006

• 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 one of the two highest short-term rating s 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’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 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.

9

JPMorgan
    California Municipal 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 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 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 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 institutions, the risk to the Fund could increase if the credit quality of the finan- cial 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

10

P R O S P E C T U S    JULY 1

2006

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 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 Risk.  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 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 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

11

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. Because E*TRADE Class Shares had not commenced operations as of December 31, 2005, 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 E*TRADE Securities at 1-800-ETRADE-1 or go to www.etrade.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 2nd quarter, 2000	0.8 5	%
WORST QUARTER 3rd quarter, 2003	0.11	%
1st quarter, 2004

 

The Fund’s year-to-date total return as of 3/31/06 was 0.63 %.

1 The Fund’s fiscal year end is the last day of February .

2 As of December 31, 2005, the E*TRADE Class Shares had not commenced operations. T he performance shown is that of the Morgan Shares whose shares are not offered in this prospectus. The performance for both classes would have been 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. Because E*TRADE Class Shares are subject to higher fees and expenses than Morgan Shares, their performance would have been lower than the performance of Morgan Shares.

12

P R O S P E C T U S    JULY 1

2006

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Morgan Shares1		1.88		1.23		2.08

 

1 As of December 31, 2005, the E*TRADE Class Shares had not commenced operations. T he performance shown is that of the Morgan Shares whose shares are not offered in this prospectus. The performance for both classes would have been 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. Because E*TRADE Class Shares are subject to higher fees and expenses than Morgan Shares, their performance would have been lower than the performance of Morgan Shares.

Investor Expenses for E*TRADE Class Shares

The expenses of the E*TRADE Class Shares before and after reimbursement are shown below.
    

ANNUAL OPERATING EXPENSES (%)

(EXPENSES THAT ARE DEDUCTED FROM E*TRADE CLASS ASSETS)

Management Fees	0.08
Distribution (Rule 12b-1) Fees	0.60
Shareholder Service Fees	0.30
Other Expenses1	0. 2 6
Total Annual Operating Expenses	1. 2 4
Fee Waivers and Expense Reimbursements2	(0. 2 4	)
Net Expenses2	1.00

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 E*TRADE Class Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 1.00% of its average daily net assets through 6/30/07 . In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

13

JPMorgan
    California Municipal Money Market Fund

CONTINUED

Example

The example below is intended to help you compare the cost of investing in the E*TRADE 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 6/30/07 and total annual operating expenses thereafter.

This example is for comparison only; the actual return of the E*TRADE 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)		102		370		658		1,479

 

14

JPMorgan
    New York Municipal 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 municipal obligations. 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; 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 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

15

JPMorgan
    New York Municipal Money Market Fund

CONTINUED

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 one of the two highest short-term rating s 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.
    

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.

16

P R O S P E C T U S    JULY 1

2006

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

17

JPMorgan
    New York Municipal Money Market Fund

CONTINUED

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 similar projects for their income stream. As a result, the Fund could be more susceptible to developments which affect those projects.

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

18

P R O S P E C T U S    JULY 1

2006

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because E*TRADE Class Shares ha d n ot commenced operations as of December 31, 2005, 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 E*TRADE Securities at 1-800-ETRADE-1 or go to www.etrade.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 2nd quarter, 2000	0.91	%
WORST QUARTER 3rd quarter, 2003	0.04	%

 

The Fund’s year-to-date total return as of 3/31/06 was 0.59 %.

1 The Fund’s fiscal year end is the last d ay of February .

2 As of December 31, 2005, the E*TRADE Class Shares had not commenced operations. T he performance shown is that of the Reserve Shares whose shares are not offered in this prospectus. The performance for both classes would have been 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 Reserve Shares were launched on 7/31/00 is based on the performance of Morgan Shares of the Fund, which invest in the same portfolio of securities. Because E*TRADE Class Shares are subject to higher fees and expenses than Reserve Shares and Morgan Shares, their performance would have been lower than the performance of Reserve Shares and Morgan Shares.

19

JPMorgan
    New York Municipal Money Market Fund

CONTINUED

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDING DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Reserve Shares1		1.71		1.07		2.03

 

1 As of December 31, 2005, the E*TRADE Class Shares had not commenced operations. T he performance shown is that of the Reserve Shares whose shares are not offered in this prospectus. The performance for both classes would have been 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 Reserve Shares were launched on 7/31/00 is based on the performance of Morgan Shares of the Fund, which invest in the same portfolio of securities. Because E*TRADE Class Shares are subject to higher fees and expenses than Reserve Shares and Morgan Shares, their performance would have been lower than the performance of Reserve Shares and Morgan Shares.

Investor Expenses for E*TRADE Class Shares

The expenses of the E*TRADE Class Shares before and after reimbursement are shown below.
    

ANNUAL OPERATING EXPENSES (%)

(EXPENSES THAT ARE DEDUCTED FROM E*TRADE CLASS ASSETS)

Management Fees	0.08
Distribution (Rule 12b-1) Fees	0.60
Shareholder Service Fees	0.30
Other Expenses1	0.1 3
Total Annual Operating Expenses	1.1 1
Fee Waiver and Expense Reimbursements2	(0.1 1	)
Net Expenses2	1.00

 

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 E*TRADE Class Shares (excluding interest, taxes and extraordinary expenses and expenses related to the trustees’ deferred compensation plan) exceed 1.00% of its average daily net assets through 6/30/07 . In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

20

P R O S P E C T U S    JULY 1

2006

Example

The example below is intended to help you compare the cost of investing in the E*TRADE 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 6/30/07 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the E*TRADE 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)		102		34 2		601		1,342

 

21

The Funds’ Management
    and Administration

The California Municipal Money Market Fund and New York Municipal Money Market Fund are series of JPMorgan Trust I (JPMTI) and the Municipal Money Market Fund is a series of JPMorgan Trust II (JPMTII), each trust is a Delaware statutory trust.

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. 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 s as investment adviser and each makes day-to-day investment decisions for the Funds which it advises. JPMIM is the investment adviser to the California Municipal Money Market Fund and New York Municipal Money Market Fund, and JPMIA (formerly known as Banc One Investment Advisors Corporation) is the investment adviser to the Municipal Money Market Fund.

JPMIM is a wholly-owned subsidiary of J.P. Morgan 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.

22

P R O S P E C T U S    JULY 1

2006

During the most recent fiscal period ended 2/28/06 , JPMIM or JPMIA were paid management fees (net of waivers, if any), as shown below, as a percentage of average daily net assets:

FUND	%
Municipal Money Market Fund	0.08
California Municipal Money Market Fund	0.08
New York Municipal Money Market Fund	0.08

 

A discussion of the basis the Boards of Trustees of JPMTI and JPMTII used in reapproving the investment advisory agreement for the Funds is available in the shareholder report for the period ended August 31 , 2005 for the JPMTI Funds, and is available in the shareholder report for the period ended December 31 , 2005 for the JPMTII 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

JPMT I and JPMT II , on behalf of the Funds, have 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 0.30% of the average daily net assets of E*TRADE Class Shares of each Fund. JPMDS has entered into service agreements with E*TRADE Securities LLC or its affiliate (E*TRADE Securities) under which it will pay all or a portion of the 0.30% annual fees to E*TRADE Securities 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 E*TRADE Class 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.

23

The Funds’ Management
    and Administration

CONTINUED

Each of the Funds has adopted a Rule 12b-1 distribution plan under which they pay annual distribution fees of up to 0.60% of the average daily net assets attributable to E*TRADE Class 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 E*TRADE Securities under an agreement with the Distributor to sell shares of the Funds. 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, including E*TRADE Securities, 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 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 who provide shareholder or administrative services or marketing support. Marketing support may include access to sales meetings, sales representatives and 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.

24

How Your Account Works

The Funds’ E*TRADE Class Shares are offered only to clients of E*TRADE Securities. E*TRADE Class Shares may not be purchased directly by individuals, although E*TRADE Securities may purchase E*TRADE Class Shares for accounts maintained by individuals who generally have elected E*TRADE Class Shares as a “sweep” investment. Individuals for whom E*TRADE Securities purchases Fund shares should contact E*TRADE Securities to purchase or sell Fund shares. E*TRADE Securities may impose policies, limitations and fees which are different than those described herein.

BUYING FUND SHARES

You do not pay any sales charge (sometimes called a load) when you buy E*TRADE 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 JPMorgan Institutional Funds Service Center accepts the order.

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

25

How Your Account Works

CONTINUED

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 a 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.

E*TRADE Securities will be responsible for transmitting your purchase order to the Fund by the Fund’s cut-off time. E*TRADE Securities may have an earlier cut-off time for purchase orders.

In addition, E*TRADE Securities 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:

Municipal Money Market Fund	NOON ET
California Municipal Money Market Fund	NOON ET
New York 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.

26

P R O S P E C T U S    JULY 1

2006

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.

E*TRADE Securities will be paid by JPMDS to assist you in establishing your account, executing transactions and monitoring your investment. E*TRADE Securities 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.

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.

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 after acceptance of the redemption order.

Contact E*TRADE Securities about which Fund’s shares you want to sell. The Fund must accept your order from E*TRADE Securities by the Fund’s cut-off time in order for us to process your order at that day’s price. E*TRADE Securities may charge you for this service.

E*TRADE Securities 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.

27

How Your Account Works

CONTINUED

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 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.

The Funds may suspend your ability to redeem or postpone payment for more than seven days 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.

28

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. Dividends of tax-exempt interest income paid by the Funds 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.

California personal income tax law provides that dividends paid by a regulated investment com pany, 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. Distributions to individual shareholders derived from items other than exempt- interest described above will be subject to California personal income tax. In addition, corpo rate 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 inter est from private activity municipal obligations as an item of tax preference. Interest on indebtedness incurred or con tinued by a shareholder in con nection with the purchase of shares of a fund will not be deductible for California per sonal income tax purposes. Investors should consult their advisers about other state and local tax consequences of the investment in the fund.

29

Shareholder Information

CONTINUED

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 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.

30

P R O S P E C T U S    JULY 1

2006

The dates on which dividends and capital gains will be distributed for calendar year 2006 are 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 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.

SHAREHOLDER STATEMENTS AND REPORTS

The Funds or your Financial Interme diary will send you transaction confirmation statements and /or account statements. Please review these statements carefully. The Funds will correct errors if notified within 10 days of the date printed on the transaction confirmation or account statement. Your Financial Intermediary may have a different cut-off time.

After each fiscal half-year, you will receive a financial report from the Funds or your Financial Intermedi ary. In addition, the Funds or your Financial Intermediary will periodi cally send you proxy statements and other reports.

If you have any questions or need additional information, please write to the JPMorgan Institutional Funds Service Center at 500 Stanton Chris tiana Road, 3-3750, Newark, DE 19713 or call 1-800-766-7722.

AVAILABILITY OF PROXY
VOTING RECORD

The Trustees have delegated the authority to vote proxies for securities owned by the Fund to JPMIM or JPMIA, as applicable. A copy of each Fund’s voting record for the most recent 12-month period ended June 30 will be 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

31

Shareholder Information

CONTINUED

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.

32

What the Terms Mean

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.

Other expenses: Miscellaneous items, including transfer agency, administration, custody and registration fees.

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.

33

Financial Highlights

The financial highlights tables are intended to help you understand each Fund’s financial performance for the past fiscal period . 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
			Investment operations									Distributions
	Net asset value, beginning of period		Net investment income (loss)			Net realized gains (losses) on investments			Total fr om investment operations			Net investment income
Municipal Money Market Fund
January 17, 2006 (c) to February 28, 2006 (d)	$	1.00	$	—	(e)	$	—		$	—	(e)	$	—	(e)
California Municipal Money Market Fund
January 17, 2006 (c) to February 28, 2006 ( f )		1.00		—	(e)		—	(e)		—	(e)		—	(e)
New York Municipal Money Market Fund
January 17, 2006 (c) to February 28, 2006 ( f )		1.00		—	(e)		—	(e)		—	(e)		—	(e)

 

(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 28, 2006, the Fund changed its fiscal year end from June 30 to the last day of February.

(e) Amount rounds to less than $0.01

(f) Effective February 28, 2006, the Fund changed its fiscal year end from August 31 to the last day of February.

34

					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)		Net expenses			Net investment income (loss)			Expenses without waivers, reimbursements and earning credits
$1.00		0.25	%	$	307,366		1.00	%		2.11	%		1.09	%
1.00		0.25			70,216		1.00			2.10			1.24
1.00		0.24			82,319		1.00			2.08			1.11

 

35

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 JPMTII). 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 its 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 distributed to certain current and former shareholders of the Funds as noted below. The settlement agreement with the NYAG also requires JPMorgan Investment Advisors to reduce its management fee for certain Funds in the aggregate amount of approximately $8 million annually over a five year period 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.

36

P R O S P E C T U S    JULY 1

2006

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 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 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 2006, subject to SEC approval. 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 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 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 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

37

Appendix A—Legal Proceedings and
Additional Fee and Expense Information

CONTINUED

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 findings in its settlement agreement with the NYAG.

In addition to the matters involving the SEC and NYAG, over 20 lawsuits have been filed by private plaintiffs and one lawsuit has been filed by the West Virginia Attorney General 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 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 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.

These actions name as defendants, among others, Banc One Investment Advisors (now known as JPMorgan 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 defendants (i) violated various antifraud and other provisions of federal securities

38

P R O S P E C T U S    JULY 1

2006

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, rescission of the distribution and service plans adopted under Rule 12b-1 of the 1940 Act, and attorneys’ fees.

On November 3, 2005, the district court ruled that all claims in the consolidated amended class action complaint against One Group Mutual Funds would be dismissed. The court also ruled that certain claims in that complaint and in the consolidated amended fund derivative complaint against other defendants would be dismissed. On March 1, 2006, the district court entered an order implementing these rulings , in which it dismissed certain claims against BOIA and its affiliates, all claims against One Group Mutual Funds, and all claims but one against the Trustees and former Trustees. On May 2, 2006, the West Virginia Attorney General voluntarily dismissed its suit. On May 30, 2006, the district court ruled that the remaining claim against the Trustees and former Trustees is to be dis missed as well.

In addition to the lawsuits described above, on August 30, 2005, the Commissioner of the West Virginia Securities Division entered a Summary Cease and Desist Order and Notice of Right to Hearing with respect to JPMorgan Investment Advisors Inc. and JPMorgan Chase & Co. The order focuses on conduct characterized as market timing and violations of West Virginia securities laws. The order generally relates to the same facts that were the subject of the SEC Order and NYAG settlement discussed above.

It is possible that these matters , the SEC and NYAG settlements, 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.

39

Appendix A—Legal Proceedings and
Additional Fee and Expense Information

CONTINUED

Annual and Cumulative Expense Examples

As noted above, the settlement agreement with the NYAG requires JPMorgan Investment Advisors 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 JPMorgan Investment Advisors and its affiliates and the Reduced Rate Funds, less waivers and reimbursements by JPMorgan Investment Advisors 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 JPMorgan Investment Advisors 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. The Reduced Rate Funds are the Large Cap Value Fund, the Equity Index Fund, the Equity Income Fund, the Government Bond Fund and the U.S. Equity Fund (the successor by merger to the One Group Diversified Equity Fund ) and the Reduced Rates on various classes of those Funds were implemented September 27, 2004.

The required reductions may be made in the form of fee waivers or expense reimbursements in connection with the advisory agreement or administration agreement. 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 Reduced Rate 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, shareholder servicing fees, fees paid to vendors not affiliated with JPMorgan Investment Advisors 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 reimbursement to achieve the Reduced Rates or other fee waivers

40

P R O S P E C T U S    JULY 1

2006

or expense reimbursements memorialized in a written contract between the Funds and JPMorgan Investment Advisors and its affiliates, as applicable. The Municipal Money Market Fund offered in this prospectus is not subject to a Reduced Rate. The California Municipal Money Market Fund and New York Municipal Money Market Fund are not subject to these disclosure requirements.
    

FUND	CLASS	NET EXPENSE RATIO			GROSS EXPENSE RATIO
JPMorgan Municipal Money Market Fund	E*TRADE		1.00	%		1.0 9	%

 

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 July 1, 2006, 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 Fund and JPMorgan Investment Advisors and its affiliates; and the Gross Expense Ratios thereafter.

“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

41

Appendix A—Legal Proceedings and
Additional Fee and Expense Information

CONTINUED

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.” “Annual Net Return” shows what effect the “Annual Costs” will have on the assumed 5% annual return for each year.

Your actual costs may be higher or lower than those shown.
    

JPMORGAN MUNICIPAL MONEY MARKET FUND

	E*TRADE CLASS SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
June 30, 2007	$	102		5.00	%		4.00	%		4.00	%
June 30, 2008		116		10.25			8.07			3.91
June 30, 2009		120		15.76			12.29			3.91
June 30, 2010		125		21.55			16.68			3.91
June 30, 2011		130		27.63			21.24			3.91
June 30, 2012		135		34.01			25.99			3.91
June 30, 2013		140		40.71			30.91			3.91
June 30, 2014		145		47.75			36.03			3.91
June 30, 2015		151		55.13			41.35			3.91
June 30, 2016		157		62.89			46.88			3.91

 

42

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HOW TO REACH US

For Shareholder Inquiries:

By telephone

Call E*TRADE Securities LLC
at 1-800-ETRADE-1
(1-800-387-2331)

By mail

Write to:
E*TRADE Securities LLC
P.O. Box 989030
West Sacramento, CA 95798-9030

On the Internet

www.etrade.com
<http://www.etrade.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
1-202-551-8090
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.

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 by calling 1-800-766-7722 or writing to:

JPMorgan Institutional Funds
    Service Center
500 Stanton Christiana Road, 3-OPS3
Newark, DE 19713

You can also find information online at www.jpmorganfunds.com.

Investment Company Act File Nos.
JPMorgan Trust I
JPMorgan Trust II  
811-21295
811-4236

©JPMorgan Chase & Co. All Rights Reserved. July 2006.

0706-JPMPRS3-P50635

PROSPECTUS JULY 1, 2006

JPMorgan

Money Market

Funds

Cash Management Shares

JPMorgan 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

JPMorgan Prime Money Market Fund	1
The Fund’s Management and Administration	5
How Your Account Works	7
Buying Fund Shares	7
Selling Fund Shares	9
Other Information Concerning the Fund	10
Shareholder Information	11
Distributions and Taxes	11
Shareholder Statements and Reports	11
Availability of Proxy Voting Record	11
Portfolio Holdings Disclosure	11
What the Terms Mean	13
Financial Highlights	14
Appendix A—Legal Proceedings and Additional Fee and Expense Information	16
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.
    

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

1

JPMorgan
    Prime Money Market Fund

C O N T I N U E D

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 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

2

P R O S P E C T U S    J U L Y   1

2006

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 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^1,2

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 3/31/06 was 0.88 %.

1 The Fund’s fiscal year end is the last day of February .

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

3

JPMorgan
    Prime Money Market Fund

C O N T I N U E D

AVERAGE ANNUAL TOTAL RETURNS (%)

SHOWS PERFORMANCE OVER TIME, FOR PERIODS ENDED DECEMBER 31, 200 5

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
Cash Management Shares1		2.36		1.54		3.16

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 Cash Management 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	0.30
Other Expenses1	0.1 0
Total Annual Operating Expenses	0.9 8
Fee Waiver and Expense Reimbursements2	(0.0 2	)
Net Expenses2	0.96

1 “Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal period.

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 through 6/30/07 . 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 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 6/30/07 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)		98		31 0		54 0		1,2 0 0

JPMORGAN MONEY MARKET FUNDS

4

The Fund’s 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.

The 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 1-800-766-7722 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 Fund’s Investment Adviser

JPMIM acts 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 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 period ended 2/28/06 , JPMIM was paid a management fee (net of waivers, if any), as shown below, as a percentage of average daily net assets:

FUND	%
Prime Money Market Fund	0.0 8

 

A discussion of the basis the Board of Trustees of JPMTI used in reapproving the investment advisory agreement for the Fund is available in the shareholder report for the period ended August 31 , 2005 .

The Fund’s 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 Fund’s 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 0.30% of the average daily net assets of Cash Management Shares of the Fund. JPMDS may enter into service agreements with Financial Intermediaries under which it will pay all or a portion of the 0.30% annual fees 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 Cash Management Shares of the Fund.

The Fund’s 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.

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 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 the Fund’s assets on an ongoing basis, over time

JPMORGAN MONEY MARKET FUNDS

5

The Fund’s Management and Administration

C O N T I N U E D

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 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 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

6

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 seeks 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 Institutional Funds Service Center accepts your order.

Cash Management 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. Financial Intermediaries may impose eligibility requirements for each of their clients or customers investing in the Fund, including investment minimum requirements, which may be the same or differ from the requirements for investors purchasing directly from the Fund.

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.

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 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 Fund. If you pay by check before the cut-off time,

JPMORGAN MONEY MARKET FUNDS

7

How Your Account Works

C O N T I N U E D

we will generally process your order the next business day the Fund is open for business.

The Fund has 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 SIMPLE IRA) as well as for certain wrap fee accounts. The Fund reserves 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 this 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 reserves 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 Fund does not accept credit cards, cash, starter checks, money orders or credit card checks. The Fund reserves 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 the Fund are considered third-party checks. The redemption of shares purchased through the JPMorgan Institutional Funds Service Center 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 Fund.

If you choose to pay by wire, please call 1-800-766-7722 to notify the Fund of your

JPMORGAN MONEY MARKET FUNDS

8

P R O S P E C T U S    J U L Y  1

2006

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 323 125 832
FBO YOUR JPMORGAN FUND
    (EX: JPMORGAN ABC FUND-CASH
    MANAGEMENT)
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 Fund.

You can buy shares in one of two ways:

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

•  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 additional forms or follow additional procedures. You should contact your Financial Intermediary regarding purchases and redemptions.

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.

JPMORGAN MONEY MARKET FUNDS

9

How Your Account Works

C O N T I N U E D

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 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 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.

OTHER INFORMATION CONCERNING THE FUND

The Fund uses 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 reserves 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

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

10

Shareholder Information

DISTRIBUTIONS AND TAXES

The Fund can earn income and can realize capital gain. The Fund deducts any expenses and then pay s out these earnings to shareholders as distributions.

The Fund declares dividends daily, so your shares can start earning dividends on the day you buy them. The Fund distributes 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 distributes any short-term capital gain at least annually. The Fund does 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 expects 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 Fund’s investments in certain debt obligations may cause the Fund to recognize taxable income in excess of the cash generated by such obligations. Thus, the Fund could be required to, at times, liquidate other investments in order to satisfy its distribution requirements.

The dates on which dividends and capital gains will be distributed for calendar year 2006 are 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 Fund. Because each investor’s tax consequences are unique, please consult your tax advisor to see how investing in the Fund will affect your own tax situation.

SHAREHOLDER STATEMENTS AND REPORTS

The Fund or your Financial Intermediary will send you transaction confirmation statements and monthly account statements. Please review these statements carefully. The Fund will correct errors if notified within 10 days of the date printed on the transaction confirmation or account statement. Your Financial Intermediary may have a different cut-off time.

After each fiscal half-year, you will receive a financial report from the Fund . In addition, the Fund will periodically send you proxy statements and other reports.

If you have any questions or need additional informa tion, please write to the JPMorgan Institutional Funds Service Center at 500 Stanton Christiana Road, 3-3750, Newark, DE 19713 or call 1-800-766-7722.

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

JPMORGAN MONEY MARKET FUNDS

11

Shareholder Information

C O N T I N U E D

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 1-800-766-7722.

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio holdings is available in the Statement of Additional Information.

JPMORGAN MONEY MARKET FUNDS

12

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 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.

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

13

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 the 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
			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
Prime Money Market Fund
September 1, 2005 to February 28, 2006 (c)	$	1.00	$	0.02		$	—	(e)	$	0.02		$	(0.02	)
Year Ended August 31, 2005		1.00		0.02			—			0.02			(0.02	)
Year Ended August 31, 2004		1.00		—	(e)		—			—	(e)		—	(e)
Year Ended August 31, 2003		1.00		0.01			—			0.01			(0.01	)
September 10, 2001 (d) to August 31, 2002		1.00		0.01			—			0.01			(0.01	)

 

(a)	Annualized for periods less than one year.
(b)	Not annualized for periods less than one year.
(c)	Effective February 28, 2006, the Fund changed its fiscal year end from August 31 to the last day of February.
(d)	Commencement of offering of class of shares.
(e)	Amount rounds to less than $0.01.

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2006

					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)		Net expenses			Net investment income (loss)			Expenses without waivers, reimbursements and earning credits
$1.00		1.58	%	$	82,930		0.96	%		3.15	%		0.98	%
1.00		1.66			97,786		0.96			1.67			0.99
1.00		0.21			84,565		0.96			0.21			0.99
1.00		0.50			544,027		0.95			0.48			0.96
1.00		1.25			282,217		0.96			1.17			0.99

 

JPMORGAN MONEY MARKET FUNDS

15

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 February 18, 2005, the Fund offered in this prospectus acquired the assets and liabilities of a series of One Group Mutual Funds. As a result of that acquisition of assets and liabilities, the following legal proceedings disclosure relating to One Group Mutual Funds and additional fee and expense information is applicable to the Fund.

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 its 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 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 a five year period 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 distribution plan 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 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 2006 subject to SEC approval. 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 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 certain of the Funds that was inconsistent with the terms of the Funds’ prospectus and that was

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2006

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 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 NYAG, over 20 lawsuits have been filed by private plaintiffs and one lawsuit has been filed by the West Virginia Attorney General in connection with these circumstances in various state and federal courts around the country. These actions have been 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 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.

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 defendants (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, rescission of the distribution and service plans adopted under Rule 12b-1 of the 1940 Act, and attorneys’ fees.

On November 3, 2005, the district court ruled that all claims in the consolidated amended class action complaint against One Group Mutual Funds would be dismissed. The court also ruled that certain claims in that complaint and in the consolidated amended fund derivative complaint against other defendants would be dismissed. On March 1, 2006, the district court entered an order implementing these rulings , in which it dismissed certain claims against BOIA and its affili ates, all claims against One Group Mutual Funds, and all claims but one against the Trustees and former Trustees. On May 2, 2006, the West Virginia Attorney General voluntarily dismissed i t s suit. On May 30, 2006, the district court ruled that the remaining claim against the Trustees and former Trustees is to be dismissed as well.

In addition to the lawsuits described above, on August 30, 2005, the Commissioner of the West Virginia Securities Division entered a Summary Cease and Desist Order and Notice of Right to Hearing with respect to JPMorgan Investment Advisors, Inc. and JPMorgan Chase & Co. The order focuses on conduct characterized as

JPMORGAN MONEY MARKET FUNDS

17

Appendix A—Legal Proceedings and Additional
Fee and Expense Information

C O N T I N U E D

market timing and violations of West Virginia securities laws. The order generally relates to the same facts that were the subject of the SEC Order and NYAG settlement discussed above.

It is possible that these matters , the SEC and NYAG settlements, 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.

Annual and Cumulative Expense Examples

As noted above, the settlement agreement with the NYAG requires JPMorgan Investment Advisors 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 JPMorgan Investment Advisors and its affiliates and the Reduced Rate Funds, less waivers and reimbursements by JPMorgan Investment Advisors 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 JPMorgan Investment Advisors 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. The Reduced Rate Funds are the JPMorgan Large Cap Value Fund, JPMorgan Equity Index Fund, the JPMorgan Equity Income Fund, the JPMorgan Government Bond Fund and the JPMorgan U.S. Equity Fund (the successor by merger to the One Group Diversified Equity Fund) and the Reduced Rates on various classes of those Funds were implemented September 27, 2004.

The required reductions may be made in the form of fee waivers or expense reimbursements in connection with the advisory agreement or administration agreement. 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 Reduced Rate 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, shareholder servicing fees, fees paid to vendors not affiliated with JPMorgan Investment Advisors 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 JPMorgan Investment Advisors and its affiliates, as applicable. The Fund offered in this prospectus is not subject to a Reduced Rate.

FUND	CLASS	NET EXPENSE RATIO			GROSS EXPENSE RATIO
JPM organ Prime Money Market Fund	Cash Management		0.96	%		0.9 8	%

 

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2006

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 July 1, 2006 , 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 JPMorgan Investment Advisors and its affiliates; and the Gross Expense Ratios thereafter.

“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.” “Annual Net Return” shows what effect the “Annual Costs” will have on the assumed 5% annual return for each year.

Your actual costs may be higher or lower than those shown.
    

JPMORGAN PRIME MONEY MARKET FUND

	CASH MANAGEMENT SHARES
PERIOD ENDED	ANNUAL COSTS		GROSS CUMULATIVE RETURN			NET CUMULATIVE RETURN			NET ANNUAL RETURN
JUNE 30, 2007	$	98		5.00	%		4.04	%		4.04	%
JUNE 30, 2008		104		10.25			8.22			4.02
JUNE 30, 2009		108		15.76			12.57			4.02
JUNE 30, 2010		113		21.55			17.10			4.02
JUNE 30, 2011		117		27.63			21.81			4.02
JUNE 30, 2012		122		34.01			26.70			4.02
JUNE 30, 2013		127		40.71			31.80			4.02
JUNE 30, 2014		132		47.75			37.09			4.02
JUNE 30, 2015		137		55.13			42.61			4.02
JUNE 30, 2016		143		62.89			48.34			4.02

 

JPMORGAN MONEY MARKET FUNDS

19

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 1-800-766-7722 or writing to:

JPMorgan Institutional Funds Service Center
500 Stanton Christiana Road, 3-OPS3
Newark, DE 19713

You 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- 551 -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. July 2006.

PR-MMCM-706

JPMorgan Money Market Funds

STATEMENT OF ADDITIONAL INFORMATION
July 1, 2006

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 dated July 1, 2006, as supplemented from time to time (“Prospectuses”). Additionally, this SAI incorporates by reference the financial statements dated February 28, 2006 included in the annual Shareholder Reports relating to the Funds (“Financial Statements”). The Prospectuses and the Financial Statements, including the Independent Registered Public Accounting Firm’s 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 and Reserve Shares:	Agency Shares, Capital Shares, Cash Management Shares, Institutional Class and E*TRADE 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-706

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TABLE OF CONTENTS

	Page
GENERAL	3
INVESTMENT STRATEGIES AND POLICIES	4
INVESTMENT RESTRICTIONS	20
TRUSTEES	23
OFFICERS	29
CODES OF ETHICS	31
PROXY VOTING PROCEDURES AND GUIDELINES	32
PORTFOLIO HOLDINGS DISCLOSURE	33
INVESTMENT ADVISER	34
ADMINISTRATOR	36
DISTRIBUTOR	38
DISTRIBUTION PLAN	39
CUSTODIAN	41
TRANSFER AGENT	42
SHAREHOLDER SERVICING	42
EXPENSES	45
FINANCIAL INTERMEDIARIES	45
CASH COMPENSATION TO FINANCIAL INTERMEDIARIES	46
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	46
PURCHASES, REDEMPTIONS AND EXCHANGES	46
NET ASSET VALUE	49
PORTFOLIO TRANSACTIONS	50
DELAWARE TRUST	52
DESCRIPTION OF SHARES	52
TAX INFORMATION	53
ADDITIONAL INFORMATION	59
FINANCIAL STATEMENTS	69
APPENDIX A	A-1
APPENDIX B—DESCRIPTION OF RATINGS	B-1
APPENDIX C	C-1

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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 Trust (“Predecessor Funds”) prior to February 18, 2005. Each of the Predecessor Funds reorganized and redomiciled 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 and E*TRADE Class1
New York Municipal Money Market Fund	Morgan, Reserve and E*TRADE Class1

¹ E*TRADE Class Shares are available only to clients of E*TRADE Securities, LLC.

          The shares of the Funds are collectively referred to in this SAI as the “Shares.”

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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

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 245 Park Avenue, New York, NY 10167.

          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 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 and the Federal Home Loan Mortgage Corporation, which are supported only by the credit of such securities but for which the Secretary of the Treasury has discretionary authority to purchase limited amounts of 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. Generally, the Adviser has the right to increase or decrease the amount provided to the borrower under an

5

obligation. The borrower has the right to pay without penalty all or any part of the principal amount then outstanding 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.

          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 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.

6

          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. A Fund will enter into repurchase agreements only with member banks of the Federal Reserve System and securities dealers believed creditworthy, and only if the agreement is collateralized by securities in which such Fund is permitted to invest. 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 fully collateralized loan of money by a Fund to the seller. Except in the case of a tri-party agreement, the maximum maturity of a repurchase agreement will be seven days. In the case of a tri-party agreement the maximum maturity of a repurchase agreement will be 95 days, or as limited by the specific repurchase agreement. The securities which are subject to repurchase agreement, however, may have maturity dates in excess of 95 days from the effective date of the repurchase agreement. 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 during the term of the agreement whose market value is at least equal to 100% of the dollar amount invested by the Funds in each agreement plus accrued interest. The repurchase agreements further authorize the Funds to demand additional collateral in the event that the dollar value of the collateral falls below 100%. 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

7

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.

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.

8

          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 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 approximately $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

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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, California’s economy has been improving. Modest job growth continued throughout 2005. California non-farm payroll employment was about 1.5 percent higher in the first 11 months of 2005 than in the first 11 months of 2004. California non-farm payroll employment is projected to be 1.3 percent higher in 2006 than in 2005. The unemployment rate in the state dropped from an average of 6.3 percent in the first 11 months of 2004 to 5.4 percent in the first 11 months of 2005. In 2004, the Bay Area began to gain jobs for the first time in almost four years. In 2005, the Bay Area’s job growth was at almost the same level as that in Southern California. According to the State, total personal income was up 6.2 percent from a year earlier in the first three quarters of 2005, slightly lower than its 6.6 percent growth in 2004.

          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 March 1, 2006 California’s outstanding debt totals approximately $47.8 billion. This outstanding debt includes $35.6 billion of outstanding state general obligation bonds and approximately $12.2 billion payable from other revenue sources, including $10.9 billion in ERBs. 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, the Budget

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Stabilization Account, 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. The 2006-07 Governor’s Budget proposes to transfer $920 million to the Budget Stabilization Account, of which $460 million will be used to retire ERBs.

          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.

          On January 10, 2006, the 2006-07 Governor’s Budget was released. It estimates the operating deficit for 2006-07 will be $6.3 billion. About $1.6 billion of this gap, however, is based on prepayments and scheduled payments from the General Fund to other funds and sources, which were used to balance earlier budgets, leaving what the Administration termed as an “effective operating deficit” of about $4.7 million. The 2006-07 proposed budget projects to end fiscal year 2006-07 with a $613 million total reserve. General Fund expenditures for fiscal year 2006-07 are projected at $97.9 billion, an increase of $7.6 billion, or 8.4 percent, compared with revised estimates for 2005-06.

          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.

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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 economy is expected to see continued, albeit slightly slower growth in 2006 and beyond. Growth in variable compensation and employment is expected to result in total wage growth of 6.1 percent for 2006, following an estimated increase of 5.1 percent for 2005. Personal income growth is projected to be 5.7 percent for 2006, following 5.1 percent for 2005. However, New York State employment growth is expected to drop slightly to 0.7 percent in 2006 from estimated growth of 0.9 percent in 2005.

          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 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. Higher energy prices, a weakening housing market, rising interest rates and lower corporate earnings have the potential to reduce State revenues. 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. New York City ended Fiscal Year 2004 with a substantial budget surplus that was used in balancing the Fiscal Year 2005 budget. Real Gross City Product grew 3.3 percent in 2005 compared with 2.4 percent in 2004. Factors contributing to the City’s growth were a stronger job market, higher wages, Wall Street profits and a surge in tourism. 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. The Fiscal Year 2006 financial situation has improved steadily since budget adoption, primarily because the financial and housing markets performed better than originally expected. The City of New York Comptroller has stated that the Preliminary Budget for Fiscal Year 2007 will lead to large budget gaps in Fiscal Years 2008-10 because the City is relying on large non-recurring resources to balance the Fiscal Year 2006 budget.

          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. 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. It is estimated that the State will have a $2 billion surplus by the end of the 2005-06 fiscal year, easing fiscal challenges it has faced over the last several years.

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          On January 17, 2006, the governor presented his 2006-07 Budget to the State legislature. The proposed 2006-07 Budget would increase General Fund spending by 19.4 percent, while increasing receipts by 7.3 percent. However, it is predicated on an ever-increasing level of non-recurring resources—using one-time resources to pay for ongoing costs, bringing the two-year total of non-recurring resources to $5.5 billion. The Office of the State Comptroller believes this practice along with large tax cuts will cause enormous pressure on the State’s Financial Plan and add to the State’s recurring structural deficit.

          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 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-. In December, 2005, Moody’s raised the State’s general obligation bonds rating to Aa3/Stable. As of May 1, 2006, Moody’s rated New York City’s outstanding general obligation bonds A1, 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 2006-07 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

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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 a Securities and Exchange Commission (“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 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

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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.

          Forward Commitments. Some Funds may purchase securities on a forward commitment basis. 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. 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 SEC concerning such purchases. Since that policy currently recommends that an amount of a Fund’s assets equal to the amount of the purchase be held aside or segregated to be used to pay for the commitment, cash, cash equivalents or liquid securities equal to the amount of such Fund’s commitments will be reserved for payment of the commitment. For the purpose of determining the adequacy of the securities reserved for payment of commitments, the reserved 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 reserved for payment of the commitment so that the value of the Fund’s assets reserved for payment of a commitment will equal the amount of such commitments purchased 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 reserved for payment of the commitment, sale of other securities or, although it would not normally expect to do so, 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 can also involve the risk of default by the other party on its obligation, delaying or preventing the Fund from recovering the collateral or completing the transaction.

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          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.

          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.

          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

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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.

          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

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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.

          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.

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          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.

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: the Fund may not invest more than 5% of its total assets in the securities of any one issuer or own more than 10% of the outstanding voting securities of any one issuer except cash or cash items, obligations of the U.S. government, its agencies and instrumentalities, and securities of other investment companies. 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 also intend to comply with the diversification requirements imposed by Rule 2a-7 of the 1940 Act.

          The Funds will also comply with the diversification requirements imposed by the Code, for qualification as a regulated investment company which are less restrictive than the requirements applicable to “diversified” investment companies under the 1940 Act. 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.

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          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 as such term is defined in “Additional Information.”

          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.

          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

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		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 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.

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(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.

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MANAGEMENT OF THE TRUST

TRUSTEES

          The names of the Trustees of the Trust, 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 245 Park Avenue, New York, NY 10167.

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; CFO and Consultant, EduNeering, Inc. (internet business education supplier) (2000-2001); Vice President & Treasurer of Ingersoll-Rand Company (manufacturer of industrial equipment) (1972-2000).	123	None.
Roland R. Eppley, Jr. (1932); Trustee of Trust since 2005; Trustee of heritage JPMorgan Funds since 1989.	Retired; President & Chief Executive Officer, Eastern States Bankcard (1971-1988)	123	None.
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).	122*	Director, Cardinal Health, Inc. (CAH) (1994-present); Chairman, The Columbus Association of the Performing Arts (CAPA)(2003-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).	123	Director, Albert Einstein School of Medicine (1998-present); Director, New Plan Excel Realty Trust, Inc. (real estate investment trust) (2000-present); Director, Lincoln Center Institute for the Arts in Education (1999-present).

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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 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).	123	None.
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).	122*	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).	122*	Trustee, Mather LifeWays (1994-present); Trustee, 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).	123	Director, Radio Shack Corporation (electronics) (1987-present); Director, The National Football Foundation and College Hall of Fame (1994-present); Trustee, Stratton Mountain School (2001-present).
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).	122*	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).	123	Trustee, Morgan Stanley Funds(198 portfolios) (1995-present).

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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
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); Chief Investment Officer, Wabash College (2004-present); self-employed consultant (2000-present); Director of Investments, Eli Lilly and Company (1988-1999).	122*	Director, AMS Group (2001-present); Trustee, Wabash College (1988-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).	123	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).	123	Director, Glenview Trust Company, LLC (2001 – present); Trustee, St. Catherine College (1998– present); Trustee, Bellarmine University (2000 – present); Director, Springfield-Washington County Economic Development Authority (1997 – present); Trustee, Marion and Washington County, Kentucky Airport Board (1998 – present); Trustee, Catholic Education Foundation (2005 – present).

(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 currently serves includes nine registered investment companies (123 funds).
*	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 (122 funds).
**	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.

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Standing Committees. The Board of Trustees currently has four standing committees: the 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 registered public accounting firm; (vii) assist the Board in its oversight of the valuation of the Funds’ securities by the Adviser, as well as any sub-adviser, and (viii) act as a liaison between the Funds’ independent registered public accounting firm and the full Board. At a meeting of 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 or the predecessor Audit Committee met eight times during the fiscal year ended February 28, 2006.

          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) assist the Board in its oversight of the valuation of the Funds’ securities by the Adviser, as well as any sub-adviser; and (ii) consider the appointment, compensation and removal of the Funds’ Chief Compliance Officer. The Compliance Committee was formed on February 19, 2005 and met ­­­­five times during the fiscal year ended February 28, 2006.

          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 Adviser or the non-interested trustees; (vii) oversight of regulatory issues or deficiencies affecting the Funds (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’ independent registered public accounting firm). When evaluating a person as a potential nominee to serve as an Independent Trustee, the Governance Committee may consider, among other factors, (i) whether or not the person is “independent” and whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee; (ii) whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of an Independent Trustee; (iii) the contribution that the person can make to the Board and the 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 was formed effective February 19, 2005 and met six times during the fiscal year ended February 28, 2006.

          Each member of the Board, except for Mr. Reid, 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

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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 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 was formed effective February 19, 2005 and met six times during the fiscal year ended February 28, 2006.

          Ownership of Securities. The following table shows the dollar range of each Trustee’s beneficial ownership as of December 31, 2005, in the Funds and each Trustee’s aggregate dollar range of ownership in any Funds that the Trustee oversees in the Family of Investment Companies.

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	Over $100,000
Peter C. Marshall(3)	None	Over $100,000
Marilyn McCoy(3)	None	Over $100,000
William G. Morton, Jr.	None	Over $100,000
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 currently serves includes nine registered investment companies (123 funds).
(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 (122 funds).

          As of December 31, 2005, none of the independent Trustees or their immediate family members owned securities of the Adviser or JPMDS or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Adviser or JPMDS.

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          Trustee Compensation. As of July 1, 2005, the Funds of the JPMorgan Funds 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 Funds pay 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 each of the Funds and the JPMorgan Funds Complex for the calendar year ended December 31, 2005, is set forth below:

Aggregate Trustee Compensation Paid by the Funds

Name of Trustee	100% U.S. Treasury Securities Money Market Fund	California Municipal Money Market Fund	Federal Money Market Fund	New York Municipal Money Market Fund	Prime Money Market Fund
Independent Trustees
William J. Armstrong	$   7,206	$   226	$   4,095	$   1,716	$   72,864
Roland R. Eppley, Jr.	5,542	174	3,149	1,319	56,086
John F. Finn	5,919	153	2,739	1,132	59,601
Dr. Matthew Goldstein	6,312	198	3,583	1,498	63,960
Robert J. Higgins	6,312	198	3,583	1,498	63,960
Peter C. Marshall	7,701	199	3,578	1,482	77,648
Marilyn McCoy	6,966	184	3,304	1,370	70,390
William G. Morton, Jr.	5,544	174	3,148	1,319	56,089
Robert A. Oden, Jr.	5,698	147	2,634	1,090	57,416
Fergus Reid, III	10,869	338	6,213	2,590	110,304
Frederick W. Ruebeck	6,409	169	3,033	1,256	64,704
James J. Schonbachler	5,544	174	3,148	1,319	56,089
Interested Trustee
Leonard M. Spalding, Jr.	7,206	226	4,095	1,716	72,864

Name of Trustee	Tax Free Money Market Fund	Total Compensation paid from the Fund Complex(1)
Independent Trustees
William J. Armstrong	$   16,074	$    204,417
Roland R. Eppley, Jr.	12,360	157,417
John F. Finn	10,549	0	^
Dr. Matthew Goldstein	14,025	179,833
Robert J. Higgins	14,025	179,833
Peter C. Marshall	13,820	229,333
Marilyn McCoy	12,776	0	^^
William G. Morton, Jr.	12,358	157,417
Robert A. Oden, Jr.	10,167	137,250	^^^
Fergus Reid, III	24,353	309,000
Frederick W. Ruebeck	11,705	190,500
James J. Schonbachler	12,358	157,417
Interested Trustee
Leonard M. Spalding, Jr.	16,074	204,417

^	Does not include $176,250 of Deferred Compensation.
^^	Does not include $207,083 of Deferred Compensation.
^^^	Does not include $32,500 of Deferred Compensation.
(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 currently serves includes nine registered investment companies (123 funds).

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          The Trustees instituted a Deferred Compensation Plan for Eligible Trustees (the “Deferred Compensation Plan”) pursuant to which the Trustees are permitted to defer part or all of their compensation. Amounts deferred are deemed invested in shares of one or more series of the JPMorgan Trust I, JPMorgan Trust II, Undiscovered Managers Funds, J.P. Morgan Mutual Fund Group, J.P. Morgan Fleming Mutual Fund Group, Inc. and the J.P. Morgan Mutual Fund Investment Trust, as selected by the Trustee from time to time, to be used to measure the performance of a Trustee's deferred compensation account. Amounts deferred under the Deferred Compensation Plan will be deemed to be invested in Select Class Shares of the identified funds, unless Select Class Shares are not available, in which case the amounts will be deemed to be invested in Class A Shares. 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 Deferred Compensation Plan (e.g., death of a Trustee). Deferral and payment elections under the Deferred Compensation Plan are subject to strict requirements for modification. Messrs. Finn, Oden, Eppley and Spalding are the only Trustees who currently are deferring compensation under the Deferred Compensation Plan. Other Trustees have accounts under the Deferred Compensation Plan representing amounts deferred under the Deferred Compensation Plan or predecessor plans in prior years.

          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 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 245 Park Avenue, New York, NY 10167.

Name (Year of Birth), Positions Held with the Trust (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.

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Name (Year of Birth), Positions Held with the Trust (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 to 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 an 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 to 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.

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Name (Year of Birth), Positions Held with the Trust (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.
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 June 1, 2006, 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 described 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 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 described 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.

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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, Middle East, Africa, Central America and South America (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.

          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

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	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 most recent 12-month period ended June 30 will be on file with the SEC, available on the JPMorgan Funds’ website at www.jpmorganfunds.com and on the SEC’s website at www.sec.gov no later than August 31.

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, as applicable) a complete, uncertified 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:

All Funds
Vickers Stock Research Corp.	Monthly	30 days after month end
The McGraw-Hill Companies Standard & Poor’s	Weekly	on a 3 day lag
Moody’s Investors Service, Inc.	Weekly	on a 3 day lag
MorningStar Inc.	Monthly	30 days after month end
Lipper, Inc.	Monthly	30 days after month end
Thomson Financial	Monthly	30 days after month end
Bloomberg LP	Monthly	30 days after month end
Fitch Ratings	Weekly	on a 3 day lag

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Prime Money Market Fund
Chicago Merchantile Exchange	Monthly	30 days after month end
Union Bank of California	Monthly	30 days after month end
West Virginia Board of Treasury Investments	Monthly	30 days after month end
Federal Money Market Fund
William Harris Investors Inc.	Monthly	30 days after month end

          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 30 days after month end, such as sub-advisers, rating and ranking agencies, pricing services, proxy voting service providers, accountants, attorneys, custodians, securities lending agents, brokers in connection with Fund transactions and in providing pricing quotations and transfer agents and entities providing CDSC financing (released weekly on day after trade date). When a Fund redeems a shareholder in kind, the shareholder generally receives its proportionate share of the Fund’s portfolio holdings and, therefore, the shareholder and its agent may receive such information earlier than 30 days after month end. 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’s website at www.sec.gov.

          Each of the Fund’s top ten holdings is also posted on www.jpmorganfunds.com no sooner than 15 days after the end of each month. One day 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 JPMorgan Asset Management Holdings Inc. (formerly 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,

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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 245 Park Avenue, New York, NY 10167.

          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.

          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. Subsequently, in August 2005, the Board of Trustees for the Trust approved an amended and restated Advisory Agreement between the Trust and the Adviser.

          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.

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          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 8/31/04	Fiscal Year Ended 8/31/05	Fiscal Year Ended 2/28/061
Prime Money Market Fund
Paid or Accrued	$  48,047	$  53,103	$  29,445
Waived	—	—	—
Federal Money Market Fund
Paid or Accrued	3,483	3,210	1,546
Waived	—	—	—
100% U.S. Treasury Securities Money Market Fund
Paid or Accrued	5,085	5,262	2,918
Waived	—	—	—
Tax Free Money Market Fund
Paid or Accrued	12,355	13,616	6,311
Waived	—	—	—
California Municipal Money Market Fund
Paid or Accrued	157	182	67
Waived	—	—	—
New York Municipal Money Market Fund
Paid or Accrued	1,780	1,462	602
Waived	—	—	—

¹ The fiscal year end changed from August 31 to the last day of February.

          The Advisory Agreement provides that it will continue in effect for a period beyond October 31, 2006 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. Through June 30, 2005, the Administrator paid a portion of the fees it received to BISYS Fund Services, L.P. for its services as each Fund’s sub-administrator. Beginning July 1, 2005, the Administrator hired J.P. Morgan Investor Services, Inc. (“JPMIS”) as each Fund’s sub-administrator. JPMIS receives a portion of the fees received by JPMFM for the services that it provides to the Funds.

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          Unless sooner terminated, the Administration Agreement will continue in effect through October 31, 2006. If not terminated, the Administration Agreement will continue thereafter 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.

          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 most of the open-end investment companies in the JPMorgan Funds Complex including 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 8/31/04				Fiscal Year Ended 8/31/051				Fiscal Year Ended 2/28/062
Prime Money Market Fund
Paid or Accrued		$	48,047			$	55,878			$	30,491
Waived			(7,801	)			(12,741	)			(6,317	)
Federal Money Market Fund
Paid or Accrued			3,483				3,363				1,600
Waived			(846	)			(651	)			(239	)
Tax Free Money Market Fund
Paid or Accrued			12,355				5,536				6,534
Waived			(1,767	)			(1,270	)			(228	)
100% U.S. Treasury Securities Money Market Fund
Paid or Accrued			5,085				14,213				3,021
Waived			(661	)			(1,895	)			(1,748	)
California Municipal Money Market Fund
Paid or Accrued			157				190				69
Waived			(110	)			(69	)			(13	)
New York Municipal Money Market Fund
Paid or Accrued			1,780				1,525				624

37

	Fiscal Year Ended 8/31/04			Fiscal Year Ended 8/31/051			Fiscal Year Ended 2/28/062
Waived		(125	)		(69	)		(119	)

1	On February 19, 2005, JPMFM began serving as administrator to the Funds. The numbers set forth above include amounts paid to JPMFM for the period from February 19, 2005 through August 31, 2005.
2	The fiscal year end changed from August 31 to the last day of February.

DISTRIBUTOR

          Effective February 19, 2005, JPMorgan Distribution Services, Inc. (formerly known as One Group Dealer Services, Inc.) (“JPMDS”) serves as the Trust’s distributor and holds itself available to receive purchase orders for each of the Funds’ 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 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, 2006 and will continue thereafter for successive one-year terms if approved at least annually by: (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 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 period from August 31, 2005 until February 28, 2006.

Fund	Net Underwriting Discounts and Commissions		Compensation on Redemptions and Repurchases		Brokerage Commissions		Other Compensation
Prime Money Market Fund		—	$	30,914.86	$	257.87	$	783,783.41
Federal Money Market Fund		—		—		—		88,612.83
100% U.S. Treasury Securities Money Market Fund		—		—		—		947,046.02
Tax Free Money Market Fund		—		—		—		195,031.74
California Municipal Money Market Fund		—		—		—		69,586.98
New York Municipal Money Market Fund		—		—		—		767,318.66

          The aggregate amount of underwriting commissions retained by JPMDS for the fiscal year ended February 28, 2006 was $ 5,107,592.

38

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), 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 and the E*TRADE Class Shares of the California Municipal Money Market Fund and New York Municipal Money Market Fund, which provides that each of such classes shall pay a distribution fee (the “Distribution Fee”) for distribution services, including payments to JPMDS, at annual rates not to exceed the amounts set forth below.

          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) 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 any 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 Class B Shares or Class C Shares maintained in a Fund by such broker-dealers’ customers. With respect to Cash Management Shares, 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, 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, trail or maintenance commissions will be paid to broker-dealers beginning in the 13th month following the 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), 0.25% on Reserve

39

Shares and 0.60% on E*TRADE Class 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 thereof) 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 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 shares 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. or JPMDS, as applicable (waived amounts are in parentheses) with respect to the fiscal periods indicated (amounts in thousands):

	Fiscal Year Ended 8/31/04							Fiscal Year Ended 8/31/051							Fiscal Year Ended 2/28/062
	Paid/Accrued			Waived				Paid/Accrued			Waived				Paid/Accrued			Waived
Prime Money Market Fund
B Shares		$	65		$	—			$	47		$	—			$	22		$	—
C Shares			4			—				4			—				2			—
Reserve Shares			722			—				671			—				540			—
Cash Management Shares			530			—				414			—				220			—
Federal Money Market Fund
Morgan Shares			299			(186	)			229			(124	)			105			(18	)
Reserve Shares			—			—				—			—				1			(-	)a
Tax Free Money Market Fund
Morgan Shares			608			(466	)			604			(356	)			239			(46	)
Reserve Shares			—			—				1			—				3			(-	)a
100% U.S. Treasury Securities Money Market Fund
Morgan Shares			2,273			(1,973	)			2,038			(807	)			945			—
Reserve Shares			—			—				—			—				2			—

40

	Fiscal Year Ended 8/31/04					Fiscal Year Ended 8/31/051					Fiscal Year Ended 2/28/062
	Paid/Accrued		Waived			Paid/Accrued		Waived			Paid/Accrued		Waived
California Municipal Money Market Fund
Morgan Shares		157		(156	)		205		(197	)		77		(45	)
E*TRADE Class Shares*		—		—			—		—			37		—
New York Municipal Money Market Fund
Morgan Shares		1,609		(1,609	)		1,477		(1,076	)		662		(138	)
Reserve Shares		513		(137	)		420		(94	)		209		(12	)
E*TRADE Class Shares*		—		—			—		—			46		—

1	On February 19, 2005, JPMDS began serving as distributor to the Funds. The numbers set forth above include amounts paid to JPMDS for the period from February 19, 2005 through August 31, 2005.
2	The fiscal year end changed from August 31 to the last day of February.
*	As of August 31, 2005, E*TRADE Class Shares had not commenced operations.
a	Amount rounds to less than one thousand.

          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 JPMIM.

          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 0.0010% for such assets over $35 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 for fund accounting 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 $7.00 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

41

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, MA 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 transfer and dividend disbursing agent for each Predecessor Fund.

SHAREHOLDER SERVICING

          The Trust, on behalf of each of the Funds, has entered into a shareholder servicing agreement dated February 19, 2005 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 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 the Trust’s website; (i) developing and maintaining 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, Reserve and E*TRADE Class	0.30	%**
Agency	0.15	%
Institutional Class	0.10	%
Capital	0.05	%

42

*	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 and to JPMDS (the amounts voluntarily waived are in parentheses) for the fiscal periods indicated (amounts in thousands):

	Fiscal Year Ended 8/31/04						Fiscal Year Ended 8/31/051						Fiscal Year Ended 2/28/063
	Paid/ Accrued			Waived			Paid/ Accrued			Waived			Paid/ Accrued			Waived
Prime Money Market Fund
Capital Shares			—		—			$	6,210	$	(6,210	)		$	7,528	$	(7,527	)
Morgan Shares		$	14,809	$	(1,169	)			13,348		(237	)			6,776		—
Premier Shares			14,518		(102	)			19,787		(462	)			12,148		(405	)
Agency Shares			11,811		(4,753	)			15,441		(5,550	)			7,855		(2,618	)
B Shares			22		(18	)			16		(6	)			7		(6	)
C Shares			1		(1	)			2		(1	)			1		(1	)
Institutional Class Shares			25,075		(25,075	)			24,273		(19,592	)			10,266		(6,159	)
Reserve Shares			722		(25	)			742		(30	)			648		(22	)
Cash Management Shares			265		(15	)			230		(1	)			132		—
Select Class Shares2			1,797		(197	)			666		(60	)			—		—
Federal Money Market Fund
Morgan Shares			1,045		—				802		—				366		(17	)
Premier Shares			3,195		(37	)			4,549		(311	)			1,780		(136	)
Agency Shares			355		(167	)			335		(155	)			123		(52	)
Institutional Class Shares			1,552		(1,552	)			1,485		(1,326	)			1,152		(840	)
Reserve Shares			—		—				—		—				1		(-	)a

43

	Fiscal Year Ended 8/31/04					Fiscal Year Ended 8/31/051					Fiscal Year Ended 2/28/063
	Paid/ Accrued		Waived			Paid/ Accrued		Waived			Paid/ Accrued		Waived
Tax Free Money Market Fund
Morgan Shares		2,128		—			2,114		—			836		(36	)
Premier Shares		8,945		(65	)		12,306		(797	)		7,781		(619	)
Agency Shares		851		(367	)		1,100		(510	)		558		(239	)
Institutional Class Shares		7,319		(7,319	)		9,274		(8,447	)		4,682		(3,462	)
Reserve Shares							2		—			4		(-	)a
100% U.S. Treasury Securities Money Market Fund
Capital Shares		—		—			481		(481	)		443		(443	)
Morgan Shares		7,955		—			7,132		—			3,308		(-	)a
Premier Shares		1,451		—			1,882		(234	)		2,267		(377	)
Agency Shares		837		(470	)		973		(409	)		499		(166	)
Institutional Class Shares		1,395		(1,395	)		1,564		(1,129	)		728		(292	)
Reserve Shares		—		—			—		—			2		(-	)a
California Municipal Money Market Fund
Morgan Shares		549		(126	)		717		(50	)		271		(42	)
E*TRADE Class Shares*		—		—			—		—			19		(14	)
New York Municipal Money Market Fund
Morgan Shares		5,631		—			5,169		—			2,315		(113	)
Reserve Shares		599		—			497		—			251		(12	)
E*TRADE Class Shares*		—		—			—		—			23		(6	)

1	On February 19, 2005, JPMDS began serving as shareholder servicing agent to the funds. The numbers set forth above include amounts paid to JPMDS for the period from February 19, 2005 through August 31, 2005.
2	Effective February 4, 2005, the Select Class was exchanged into the Premier Class.
3	The fiscal year end changed from August 31 to the last day of February.
*	As of August 31, 2005, E*TRADE Class Shares had not commenced operations.
a	Amount rounds to less than one thousand.

          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, 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

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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 share certain information about shareholders and their accounts, as permitted by law and as described in the JPMorgan Funds Privacy Policy provided with your prospectus, and also available on the JPMorgan Funds website at www.jpmorganfunds.com.

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.

          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

45

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.

          JPMDS and JPMIM, at its or 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, JPMDS and their affiliates may also make payments to Financial Intermediaries in the form of sponsorship support of regional or national events of Financial Intermediaries. 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 February 28, 2006, JPMIM and JPMDS paid approximately $64,972,215 million for all of the JPMorgan Funds pursuant to their revenue sharing arrangements, of this amount approximately $16,272,206 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 gifts; and/or (ii) occasional meals, tickets or other entertainment.

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.

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.

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          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. Investors may incur a fee if they effect transactions through a Financial Intermediary.

          The Funds reserve the right to waive any investment minimum. With respect to Agency, Capital, Institutional Class and Premier Shares, examples of when, in the Funds’ discretion, exceptions to the minimum requirements may be made include, but are not limited to, the following: (1) accounts of a parent corporation and its wholly owned subsidiaries may be aggregated together to meet the minimum requirement; (2) accounts held by an institutional investor in any of the money market funds of the Trust or JPMorgan Trust II may be aggregated together to meet the minimum requirement; and (3) an institutional investor may be given a reasonable amount of time to reach the investment minimum for a class. For Agency, Institutional Class and Premier Shares, investors must purchase the Shares directly from the Funds through JPMDS to potentially be eligible. In each case, the investors must inform the Funds (or their Financial Intermediary in the case of Capital Shares) that they have accounts that they may be eligible for an exception to the investment minimum.

          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, in accordance with procedures approved by the Board of Trustees.

          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 second 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.

          Class B Shares of the Funds automatically convert to Morgan Shares (and thus are then subject to the lower expenses borne by Morgan Shares) after eight years measured from the 1^st day of the month in which shares were purchased (the “CDSC Period”), together with the pro-rata portion of all Class B Shares representing dividends and other distributions paid in additional Class B Shares attributable to the Class B Shares then converting. The conversion of Class B Shares will be effected at the relative net asset value per share of the two classes. If any exchanges of Class B Shares during the CDSC Period occurred, the holding period for the shares exchanged will be counted toward the CDSC Period. At the time of the conversion, the net asset value per share of the Morgan Shares may be higher or lower than the net asset value per share of the Class B Shares; as a result, depending on the relative net asset value per share, a shareholder may receive fewer or more Morgan Shares than the number of Class B Shares converted.

          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.

          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.

          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

48

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.

          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 and JPMorgan SmartRetirement 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, JPMorgan Investor Growth & Income Fund, JPMorgan SmartRetirement Income Fund, JPMorgan SmartRetirement 2010 Fund, JPMorgan SmartRetirement 2015 Fund, JPMorgan SmartRetirement 2020 Fund, JPMorgan SmartRetirement 2030 Fund and JPMorgan SmartRetirement 2040 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 “Tax Information.”

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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, on behalf of all Funds, 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.

          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.

          As of February 28, 2006, certain Funds owned securities of their regular broker dealers (or parents) as shown below:

Fund	Name of Broker-Dealer	Value of Securities Owned (000’s)
Prime Money Market Fund	ABN Amro Inc.	$        100,000
	Bank of America Corporation	485,000
	Barclays Capital Inc.	5,521,572
	Bear Stearns & Co. Inc.	250,000
	Citigroup Global Markets Inc.	6,742,030
	Credit Suisse First Boston LLC	1,683,748
	Deutsche Bank AG	4,116,641

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Fund	Name of Broker-Dealer	Value of Securities Owned (000’s)
	Goldman Sachs and Company	1,200,000
	Greenwich Capital Markets, Inc.	110,000
	HSBC Securities Inc.	195,069
	Lehman Brothers Inc.	250,000
	Merrill Lynch & Co, Inc.	1,095,000
	Royal Bank of Scotland Group	2,214,403
	UBS Financial Services Inc.	790,000
Tax Free Money Market Fund	ABN Amro Inc.	544,036
	Bank of America Corporation	674,543
	Barclays Capital Inc.	9,750
	Bear Stearns & Co. Inc.	154,030
	Citigroup Global Markets Inc.	696,575
	Credit Suisse First Boston LLC	31,250
	Deutsche Bank AG	7,400
	Goldman Sachs and Company	37,195
	HSBC Securities Inc.	5,300
	Lehman Brothers Inc.	247,870
	Merrill Lynch & Co, Inc.	210,180
	Royal Bank of Scotland Group	11,800
California Municipal Money Market Fund	Bank of America Corporation	6,916
	Bear Stearns & Co Inc.	3,900
	Citigroup Global Markets Inc.	4,490
	Goldman Sachs and Company	2,500
	Merrill Lynch & Co, Inc.	3,870
	Royal Bank of Scotland	3,000
New York Municipal Money Market Fund	ABN Amro Inc.	30,985
	Bank of America Corporation	37,385
	Bear Stearns & Co. Inc.	48,320
	Citigroup Global Markets Inc.	147,360
	Credit Suisse First Boston LLC	6,820
	Goldman Sachs and Company	10,000
	HSBC Securities Inc.	10,500
	Merrill Lynch & Co, Inc.	15,020

          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

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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 12, 2004, pursuant to a Declaration of Trust dated November 5, 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 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

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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.

          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 (i) 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 (ii) net income derived from interests in “qualified publicly traded partnerships” (as defined below); 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

53

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 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, 2010, “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

54

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 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, 2010.

          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

55

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 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.

          Each 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 rules may also apply to distributions that are properly designated as exempt-interest dividends. The backup withholding tax rate is 28% for amounts paid through 2010. The backup withholding rate will be 31% for amounts paid after December 31, 2010, unless Congress 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.

          Non-U.S. Shareholders. Capital Gain Dividends and exempt-interest dividends generally will not be subject to withholding of federal income tax. However, distributions properly designated as exempt-interest dividends may be subject to backup withholding, as discussed above. In general, dividends other than Capital Gain Dividends and exempt-interest dividends paid by a Fund to a shareholder that is not a “U.S. person” within the meaning of the Code (such shareholder, a “foreign person”) are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate) even if they are funded by income or gains (such as portfolio interest, short-term capital gains, or foreign-source dividend and interest income) that, if paid to a foreign person directly, would not be subject to withholding. However, effective for taxable years of the Funds beginning before January 1, 2008, each Fund will not be required to withhold any amounts (i) with respect to distributions (other than distributions to a foreign person (w) that has not provided a satisfactory statement that the beneficial owner is not a U.S. person, (x) to the extent that the dividend is attributable to certain interest on an obligation if the foreign person is the issuer or is a 10% shareholder of the issuer, (y) that is within certain foreign countries that have inadequate information exchange with the United States, or (z) to the extent the dividend is attributable to interest paid by a

56

person that is a related person of the foreign person and the foreign person is a controlled foreign corporation) from U.S.-source interest income that, in general, would not be subject to U.S. federal income tax if earned directly by an individual foreign person, to the extent such distributions are properly designated by the Fund, and (ii) with respect to distributions (other than distributions to an individual foreign person who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution) of net short-term capital gains in excess of net long-term capital losses, to the extent such distributions are properly designated by the Fund. The Funds have not determined whether to make such designations. Depending on the circumstances, the Funds may make such designations with respect to all, some or none of its potentially eligible dividends and/or treat such dividends, in whole or in part, as ineligible for this exemption from withholding. In order to qualify for this exemption from withholding, a foreign person will need to comply with applicable certification requirements relating to its non-US status (including, in general, furnishing an IRS Form W-8BEN or substitute Form). In the case of shares held through an intermediary, the intermediary may withhold even if a Fund makes a designation with respect to a payment. Foreign persons should contact their intermediaries with respect to the application of these rules to their accounts.

          If a beneficial holder who is a foreign person has a trade or business in the United States, and the dividends are effectively connected with the conduct by the beneficial holder of a trade or business in the United States, the dividend will be subject to U.S. federal net income taxation at regular income tax rates.

          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.

          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

* The “Municipal Funds” include the Tax Free Money Market Fund, California Municipal Money Market Fund and New York Municipal Money Market Fund.

57

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 February 28, 2006 (amounts in thousands):

Fund	Capital Loss Carryforwards		Expires in Year
Prime Money Market Fund	$	2		12/31/2012
		21		12/31/2014
Tax Free Money Market Fund		3,313		12/31/2014
New York Municipal Money Market Fund		24		12/31/2014

          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 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

58

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 as well as about any California tax consequences related to any special tax status or considerations applicable to such investors.

          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 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

59

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 May 31, 2006, 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 Funds:

PRIME MONEY MARKET FUND
AGENCY SHARES	JPMORGAN INSTITUTIONAL TRUST SERVICES1	15.49
	FBO VARIOUS TRUSTS
	14201 DALLAS PKWY FL 10
	DALLAS TX 75254-2916
	JPMORGAN INVESTOR SERVICES1	50.22
	CASH MGMT INVESTMENT SUPPORT
	ATTN GREGORY ZEMAN
	14201 DALLAS PARKWAY 1JIP 2ND FLR
	DALLAS TX 75254
	NATIONAL FINANCIAL SERV CORP	5.86
	FOR THE EXCL BEN OF OUR CUST
	CHURCH STREET STATION
	PO BOX 3752
	NEW YORK NY 10008-3752
PRIME MONEY MARKET FUND
CAPITAL SHARES	JOHNSON & JOHNSON	11.69
	ONE JOHNSON & JOHNSON PLAZA
	ATTN ADRIENNE SALMON
	NEW BRUNSWICK NJ 08933-0001
	JP MORGAN CHASE1	21.69
	14201 DALLAS PKWY FL 10
	DALLAS TX 75254-2916
	JPMORGAN TRUST CO NA1	10.60
	DIVERSIFIED CAPITAL LLC
	ATTN: FUND OPERATIONS 3/OPS3
	500 STANTON CHRISTIANA ROAD
	NEWARK DE 19713-2107
	STRAFE & CO1	10.41
	BOIA-ONE GROUP OPERATIONS
	1111 POLARIS PARKWAY
	PO BOX 711234
	COLUMBUS OH 43271-0001
PRIME MONEY MARKET FUND
CASH MANAGEMENT SHARES	BANK OF NEW YORK AS AGENT FOR	31.12
	SIDNEY FRANK IMPORTING CO INC
	20 CEDAR ST
	NEW ROCHELLE NY 10801-5247

60

	BANK OF NEW YORK AS AGENT FOR	12.13
	TEDD CYCLE INC
	PO BOX 473
	VAILS GATE NY 12584-0473
	BNY AGENT FOR MAC C INC	5.72
	C/O ANTHONY J RUSSO
	51 E 42ND ST RM 507
	NEW YORK NY 10017-5404
PRIME MONEY MARKET FUND
C SHARES	NFS LLC FEBO	7.19
	BATTERY PARK CITY DAY NURSERY
	215 S END AVE
	NEW YORK NY 10280-1068
	PERSHING LLC	12.74
	PO BOX 2052
	JERSEY CITY NJ 07303-2052
	UBS FINANCIAL SERVICES INC.	6.65
	FBO NORMAN SCHEER
	6 HIGHVIEW DR
	LIVINGSTON NJ 07039-1908
PRIME MONEY MARKET FUND
INSTITUTIONAL SHARES	HARE & CO	16.55
	C/O THE BANK OF NEW YORK
	ATTN STIF/MASTER NOTE
	111 SANDERS CREEK PKWY
	EAST SYRACUSE NY 13057-1382
	JPMORGAN INSTITUTIONAL TRUST SERVICES1	22.18
	FBO VARIOUS TRUSTS
	14201 DALLAS PKWY FL 10
	DALLAS TX 75254-2916
PRIME MONEY MARKET FUND
MORGAN SHARES	JPMORGAN INSTITUTIONAL TRUST SERVICES1	13.42
	FBO VARIOUS TRUSTS
	14201 DALLAS PKWY FL 10
	DALLAS TX 75254-2916
	JPMORGAN INVEST LLC FBO1	5.10
	1 BEACON ST FL 18
	BOSTON MA 02108-3107
	JPMORGAN INVESTOR SERVICES1	5.62
	CASH MGMT INVESTMENT SUPPORT
	ATTN GREGORY ZEMAN
	14201 DALLAS PARKWAY 1JIP 2ND FLR
	DALLAS TX 75254
	NATIONAL FINANCIAL SERV CORP	8.00
	200 LIBERTY ST FL 5
	NEW YORK NY 10281-5503

61

PRIME MONEY MARKET FUND
PREMIER SHARES	HARE & CO	17.86
	C/O THE BANK OF NEW YORK
	ATTN STIF/MASTER NOTE
	111 SANDERS CREEK PKWY
	EAST SYRACUSE NY 13057-1382
	JPMORGAN CHASE1	15.54
	LIQUIDITY OPERATIONS
	ATTN MICHELE DIXON
	10420 HIGHLAND MN DR
	BLDG 2 FLR 2 FL3-2211
	TAMPA FL 33610-9128
	JPMORGAN INSTITUTIONAL TRUST SERVICES1	13.15
	FBO VARIOUS TRUSTS
	14201 DALLAS PKWY FL 10
	DALLAS TX 75254-2916
	JPMORGAN INVESTOR SERVICES1	5.27
	CASH MGMT INVESTMENT SUPPORT
	ATTN GREGORY ZEMAN
	14201 DALLAS PARKWAY 1JIP 2ND FLR
	DALLAS TX 75254
	KINGSLEY & CO/JPM ASSET SWEEP1	11.44
	FUND OMNIBUS ACCOUNT
	ATTN SPECIAL PRODUCTS 2 OPS/3
	500 STANTON CHRISTIANA ROAD
	NEWARK DE 19713-2107
PRIME MONEY MARKET FUND
RESERVE SHARES	CHASE MANHATTAN BANK1	27.76
	FBO IMA CUSTOMERS
	1985 MARCUS AVE FL 2
	NEW HYDE PARK NY 11042-1053
	JPMORGAN CHASE BANK1	11.60
	ATTN MICHELE DIXON
	10420 HIGHLAND MANOR DR FL 2
	TAMPA FL 33610-9128
	JPMORGAN CHASE BANK1	35.54
	FBO ITSELF AND ITS CLIENTS
	ATTN MICHELE DIXON
	10420 HIGHLAND MANOR DR 2ND FL
	TAMPA FL 33610-9128
FEDERAL MONEY MARKET FUND
AGENCY SHARES	JPMORGAN INSTITUTIONAL TRUST SERVICES1	50.77
	FBO VARIOUS TRUSTS
	14201 DALLAS PKWY FL 10
	DALLAS TX 75254-2916

62

	RUSSELL STOVER CANDIES INC	5.92
	ATTN PAUL BILLINGTON
	4900 OAK ST
	KANSAS CITY MO 64112-2927
	WILLKIE FARR & GALLAGHER	10.51
	C/O WILLKIE FARR & GALLAGHER
	787 7TH AVE
	NEW YORK NY 10019-6018
FEDERAL MONEY MARKET FUND
INSTITUTIONAL SHARES	HARE & CO	10.77
	C/O THE BANK OF NEW YORK
	ATTN STIF/MASTER NOTE
	111 SANDERS CREEK PKWY
	EAST SYRACUSE NY 13057-1382
	JPMORGAN INSTITUTIONAL TRUST SERVICES1	11.06
	FBO VARIOUS TRUSTS
	14201 DALLAS PKWY FL 10
	DALLAS TX 75254-2916
	KINGSLEY & CO/JPM ASSET SWEEP1	25.18
	FUND OMNIBUS ACCOUNT
	ATTN SPECIAL PRODUCTS 2 OPS/3
	500 STANTON CHRISTIANA ROAD
	NEWARK DE 19713-2107
	WILLIAM HARRIS-INVESTORS INC	6.16
	AS AGENT FOR ITS CLIENTS
	ATTN ALICIA BREZEZNIAK
	191 N WACKER DRIVE STE 1500
	CHICAGO IL 60606-1920
FEDERAL MONEY MARKET FUND
MORGAN SHARES	JPMORGAN CHASE1	17.54
	717 N HARWOOD 3RD FLOOR
	DALLAS TX 75201-6538
	JPMORGAN CHASE BANK1	12.71
	FBO ITSELF AND ITS CLIENTS
	ATTN MICHELE DIXON
	10420 HIGHLAND MANOR DR FL 2
	TAMPA FL 33610-9128
FEDERAL MONEY MARKET FUND
PREMIER SHARES	KINGSLEY & CO/JPM ASSET SWEEP1	27.86
	FUND OMNIBUS ACCOUNT
	ATTN SPECIAL PRODUCTS 2 OPS/3
	500 STANTON CHRISTIANA ROAD
	NEWARK DE 19713-2107
	WYNN COMPLETION GUARANTOR LLC	6.56
	ATTN SAMANTA STEWART
	3145 LAS VEGAS BLVD S
	LAS VEGAS NV 89109-1929

63

	WYNN LAS VEGAS LLC	33.12
	DBA LE REVE
	ATTN SAMANTA STEWART
	3145 LAS VEGAS BLVD S
	LAS VEGAS NV 89109-1929
RESERVE SHARES	BLUE SKY SATELLITE SERVICES INC	50.47
	ATTN DAVE BENNET
	18975 W 116TH ST
	OLATHE KS 66061-6547
	SHARON J MEYERS	48.25
	MANOR SQUARE OFFICE BUILDING
	4050 PENNSYLVANIA AVE STE 210
	KANSAS CITY MO 64111-3041
100% U.S. TREASURY SECURITIES MONEY MARKET FUND
AGENCY SHARES	AIG EXCESS CASUALTY FUND/THE	38.69
	GARDEN CITY GROUP INC.
	105 MAXESS ROAD
	MELVILLE NY 11747-3851
	ASARCO LLC	6.15
	ROBERT KASTELIC
	1150 N 7TH AVE
	TUCSON AZ 85705-6606
	NATIONAL FINANCIAL SERV CORP	6.27
	FOR THE EXCL BEN OF OUR CUST
	CHURCH STREET STATION
	PO BOX 3752
	NEW YORK NY 10008-3752
	TEXAS LIFE HEALTH & ACCIDENT	5.00
	GUARANTY ASSOC EXEC LIFE COL
	6504 BRIDGE POINT PARKWAY STE 450
	AUSTIN TX 78730-5097
100% U.S. TREASURY SECURITIES MONEY MARKET FUND
CAPITAL SHARES	ALLAPATTAH DFC CLASS ACTION STLMNT.	44.35
	FUND THE GARDEN CITY GROUP & THOMAS
	SCOTT SPECIAL MASTER AS JOIINT REP
	ATTN: THE GARDEN CITY GROUP
	105 MAXESS ROAD
	MELVILLE NY 11747-3851
	JP MORGAN CHASE1	36.81
	14201 DALLAS PKWY FL 10
	DALLAS TX 75254-2916
	STRAFE & CO1	9.71
	BOIA-ONE GROUP OPERATIONS
	1111 POLARIS PARKWAY
	PO BOX 711234
	COLUMBUS OH 43271-0001

64

100% U.S. TREASURY SECURITIES MONEY MARKET FUND
INSTITUTIONAL SHARES	JPMORGAN CHASE1	23.59
	717 N HARWOOD 3RD FLOOR
	DALLAS TX 75201-6538
	JPMORGAN-CHASE BANK1	6.01
	CDX LLC
	ATTN: FUND OPERATIONS 3/OPS3
	500 STANTON CHRISTIANA ROAD
	NEWARK DE 19713-2107
	JPMORGAN INSTITUTIONAL TRUST SERVICES1	16.40
	FBO VARIOUS TRUSTS
	14201 DALLAS PKWY FL 10
	DALLAS TX 75254-2916
	KINGSLEY & CO/JPM ASSET SWEEP1	5.02
	FUND OMNIBUS ACCOUNT
	ATTN SPECIAL PRODUCTS 2 OPS/3
	500 STANTON CHRISTIANA ROAD
	NEWARK DE 19713-2107
	MISSIONARIES OF CHARITY	7.79
	335 E 145TH ST
	BRONX NY 10451-5899
100% U.S. TREASURY SECURITIES MONEY MARKET FUND
MORGAN SHARES	BMS DOJ SETTLEMENT ACCOUNT	10.86
	105 MAXESS RD
	MELVILLE NY 11747-3851
	JPMORGAN CHASE1	12.26
	717 N HARWOOD 3RD FLOOR
	DALLAS TX 75201-6538
	JPMORGAN INSTITUTIONAL TRUST SERVICES1	25.03
	FBO VARIOUS TRUSTS
	14201 DALLAS PKWY FL 10
	DALLAS TX 75254-2916
100% U.S. TREASURY SECURITIES MONEY MARKET FUND
PREMIER SHARES	JPMORGAN CHASE1	18.92
	717 N HARWOOD 3RD FLOOR
	DALLAS TX 75201-6538
	JPMORGAN CHASE1	24.14
	LIQUIDITY OPERATIONS
	ATTN MICHELE DIXON
	10420 HIGHLAND MN DR BLDG 2 FLR 2
	TAMPA FL 33610-9128
	JPMORGAN INSTITUTIONAL TRUST SERVICES1	14.82
	FBO VARIOUS TRUSTS
	14201 DALLAS PKWY FL 10
	DALLAS TX 75254-2916

65

	KINGSLEY & CO/JPM ASSET SWEEP1	23.80
	FUND OMNIBUS ACCOUNT
	ATTN SPECIAL PRODUCTS 2 OPS/3
	500 STANTON CHRISTIANA ROAD
	NEWARK DE 19713-2107
100% U.S. TREASURY SECURITIES MONEY MARKET FUND
RESERVE SHARES	JP MORGAN INVESTMENT MGMT1	49.96
	ATTN BEVERLY HOYNG
	1111 POLARIS PARKWAY STE 2F
	COLUMBUS OH 43240-2050
	NATIONAL FINANCIAL SERV CORP CUST	49.83
	CHURCH STREET STATION
	PO BOX 3752
	NEW YORK NY 10008-3752
TAX FREE MONEY MARKET FUND
AGENCY SHARES	JPMORGAN INVESTOR SERVICES1	32.59
	CASH MGMT INVESTMENT SUPPORT
	ATTN GREGORY ZEMAN
	14201 DALLAS PARKWAY 1JIP 2ND FLR
	DALLAS TX 75254
	NATIONAL FINANCIAL SERV CORP	18.18
	FOR THE EXCL BEN OF OUR CUST
	CHURCH STREET STATION
	PO BOX 3752
	NEW YORK NY 10008-3752
TAX FREE MONEY MARKET FUND
INSTITUTIONAL SHARES	ENDO PHARMACEUTICALS INC	6.77
	100 ENDO BLVD
	CHADDS FORD PA 19317-9666
	KINGSLEY & CO/JPM ASSET SWEEP1	26.12
	FUND OMNIBUS ACCOUNT
	ATTN SPECIAL PRODUCTS 2 OPS/3
	500 STANTON CHRISTIANA ROAD
	NEWARK DE 19713-2107
TAX FREE MONEY MARKET FUND
MORGAN SHARES	CHASE MANHATTAN BANK1	8.57
	FBO IMA CUSTOMERS
	1985 MARCUS AVE FL 2
	NEW HYDE PARK NY 11042-1053
	COORS OF AUSTIN	7.56
	ATTN: ROY BUTLER
	P.O. BOX 9190
	AUSTIN TX 78766-9190

66

	FIDUCIARY TRUST REVENUE	8.69
	ATTN JOHN CONTE
	600 5TH AVE
	NEW YORK NY 10020-2302
	JPMORGAN INSTITUTIONAL TRUST SERVICES1	13.79
	FBO VARIOUS TRUSTS
	14201 DALLAS PKWY FL 10
	DALLAS TX 75254-2916
	NATIONAL FINANCIAL SERV CORP	7.70
	FOR THE EXCL BEN OF OUR CUST
	ATTN MIKE MCLAUGHLIN
	PO BOX 3752
	NEW YORK NY 10008-3752
TAX FREE MONEY MARKET FUND
PREMIER SHARES	JPMORGAN CHASE1	7.73
	717 N HARWOOD 3RD FLOOR
	DALLAS TX 75201-6538
	KINGSLEY & CO/JPM ASSET SWEEP1	81.17
	FUND OMNIBUS ACCOUNT
	ATTN SPECIAL PRODUCTS 2 OPS/3
	500 STANTON CHRISTIANA ROAD
	NEWARK DE 19713-2107
TAX FREE MONEY MARKET FUND
RESERVE SHARES	AMPLE INDUSTRIES INC	43.42
	ATTN DAVID MENZIES
	PO BOX 394
	NIXA MO 65714-0394
	MURDOCH & CO	56.58
	C/O BANK OF BERMUDA LTD
	ATTN MUTUAL FUND SERVICES CP4
	6 FRONT ST
	HAMILTON HM11 BERMUDA
CALIFORNIA MUNICIPAL MONEY MARKET FUND
E*TRADE CLASS SHARES	E*TRADE CLEARING LLC	100.00
	ATTN PAYMENT SERVICES DEPT
	671 N GLEBE RD
	BALLSTON TOWERS
	ARLINGTON VA 22203-2120
CALIFORNIA MUNICIPAL MONEY MARKET FUND
MORGAN SHARES	AMERICAN CENTURY SERVICES LLC	7.47
	TAX EXEMPT REDEMTION CHECKS B8/F3
	PO BOX 410458
	KANSAS CITY MO 64141-0458

67

	E*TRADE CLEARING LLC	16.36
	ATTN PAYMENT SERVICES DEPT
	671 N GLEBE RD
	BALLSTON TOWERS
	ARLINGTON VA 22203-2120
	FIDUCIARY TRUST REVENUE	32.55
	ATTN JOHN CONTE
	600 5TH AVE
	NEW YORK NY 10020-2302
	SATURN & CO	7.84
	PO BOX 9130
	BOSTON MA 02117
	STRAFE & CO1	5.24
	BOIA-ONE GROUP OPERATIONS
	1111 POLARIS PARKWAY
	PO BOX 711234
	COLUMBUS OH 43271-0001
NEW YORK MUNICIPAL MONEY MARKET FUND
E*TRADE CLASS SHARES	E*TRADE CLEARING LLC	100.00
	ATTN PAYMENT SERVICES DEPT
	671 N GLEBE RD
	BALLSTON TOWERS
	ARLINGTON VA 22203-2120
NEW YORK MUNICIPAL MONEY MARKET FUND
MORGAN SHARES	FIDUCIARY TRUST REVENUE	5.83
	ATTN JOHN CONTE
	600 5TH AVE
	NEW YORK NY 10020-2302
	NATIONAL FINANCIAL SERV CORP CUST	11.87
	CHRUCH STREET STATION
	CHURCH STREET STATION
	PO BOX 3752
	NEW YORK NY 10008-3752
NEW YORK MUNICIPAL MONEY MARKET FUND
RESERVE SHARES	CHASE MANHATTAN BANK1	86.79
	FBO IMA CUSTOMERS
	1985 MARCUS AVE FL 2
	NEW HYDE PARK NY 11042-1053
	INGALLS & SNYDER LLC AS AGENT	5.79
	OMNIBUS A/C FOR EXCLUSIVE BENEFIT
	OF CUSTOMERS
	61 BROADWAY
	NEW YORK NY 10006-2701

68

JPMORGAN CHASE BANK1	7.33
FBO ITSELF AND ITS CLIENTS
ATTN MICHELE DIXON
10420 HIGHLAND MANOR DR FL 2
TAMPA FL 33610-9128

¹ 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.

          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 financial statements of the Trust are incorporated by reference to this Statement of Additional Information. The financial statements for the period ended February 28, 2006 have been audited by PricewaterhouseCoopers, LLP, an independent registered public accounting firm to the Trust, as indicated in their reports with respect thereto, and are incorporated herein by reference in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. 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.

69

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.

B-1

“+” or “-”	may be appended to ‘F-1’ rating to denote relative status within the ‘F1’ rating category.
‘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);	Short term debt rated “R-2” is of adequate credit quality and within the three subset grades, debt protection ranges

B-2

R-2 (middle); R-2 (low)

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.

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.

B-3

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.

     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.

B-4

          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.

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

B-5

	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	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%.

B-6

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.
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.

B-7

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.
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.

B-8

          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.
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

B-9

	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.
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.

B-10

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.
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

B-11

	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.
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.

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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

C-3

JPMorgan Tax Free Funds

STATEMENT OF ADDITIONAL INFORMATION
July 1, 2006

JPMORGAN TRUST I (“Trust”)

JPMorgan California Tax Free Bond Fund (“California Tax Free Bond Fund”)
JPMorgan Intermediate Tax Free Bond Fund (“Intermediate Tax Free Bond Fund”)
JPMorgan New York Tax Free Bond Fund (“New York Tax Free Bond Fund”)

(each a “Fund,” and collectively, the “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 July 1, 2006, as supplemented from time to time (“Prospectuses”). Additionally, this SAI incorporates by reference the financial statements dated February 28, 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:

JPMorgan Funds Services
P.O. Box 8528
Boston, MA 02266-8528
1-800-480-4111

SAI-TF-706

TABLE OF CONTENTS

GENERAL	1
INVESTMENT STRATEGIES AND POLICIES	3
INVESTMENT RESTRICTIONS	26
MANAGEMENT OF THE TRUST	29
CODES OF ETHICS	37
PROXY VOTING PROCEDURES AND GUIDELINES	38
PORTFOLIO HOLDINGS DISCLOSURE	39
INVESTMENT ADVISER	40
POTENTIAL CONFLICT OF INTEREST	43
ADMINISTRATOR	45
DISTRIBUTOR	46
DISTRIBUTION PLAN	47
CUSTODIAN	49
TRANSFER AGENT	49
SHAREHOLDER SERVICING	50
EXPENSES	52
FINANCIAL INTERMEDIARIES	52
CASH COMPENSATION TO FINANCIAL INTERMEDIARIES	53
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	54
TRUST COUNSEL	54
PURCHASES, REDEMPTIONS AND EXCHANGES	54
DIVIDENDS AND DISTRIBUTIONS	57
NET ASSET VALUE	57
PORTFOLIO TRANSACTIONS	58
DELAWARE TRUST	60
DESCRIPTION OF SHARES	61
DISTRIBUTIONS AND TAX MATTERS	62
ADDITIONAL INFORMATION	69
FINANCIAL STATEMENTS	73
APPENDIX A-DESCRIPTION OF SECURITY RATINGS	A-1

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 Series Trust or J.P. Morgan Mutual Fund Select Trust (“Predecessor Funds”) prior to February 18, 2005. Each of the Predecessor Funds reorganized and redomiciled 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 the following business trusts (the “Predecessor Trusts”):

J.P. Morgan Series Trust (“JPMST”)
JPMorgan California Tax Free Bond Fund

J.P. Morgan Mutual Fund Select Trust (“JPMMFST”)
JPMorgan Intermediate Tax Free Bond Fund
JPMorgan New York Tax Free Bond Fund

          Shareholders of each of the Predecessor Funds approved an Agreement and Plan of Reorganization and Redomiciliation (“Shell Reorganization Agreements”) between the Predecessor Trusts, 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.

          JPMST. Prior to February 19, 2005, the California Tax Free Bond Fund was a series of JPMST, an open-end management investment company which was organized as a business trust under the laws of The Commonwealth of Massachusetts on August 15, 1996.

          JPMMFST. Prior to February 19, 2005, the Intermediate Tax Free Bond Fund and the New York Tax Free Bond Fund were series of JPMMFST, an open-end management investment company which was organized as a business trust under the laws of The Commonwealth of Massachusetts on October 1, 1996.

          After the close of business on February 18, 2005, the JPMorgan Intermediate Tax Free Income Fund acquired all of the assets and liabilities of One Group Intermediate Tax-Free Bond Fund pursuant to an Agreement and Plan of Reorganization dated November 22, 2004 between JPMMFST, on behalf of JPMorgan Intermediate Tax Free Income Fund, and One Group Mutual Funds, on behalf of One Group Intermediate Tax-Free Bond Fund (“Merger Agreement”). Following the merger, the terms of which were set forth in the Merger Agreement, the JPMorgan Intermediate Tax Free Income adopted the name “JPMorgan Intermediate Tax Free Bond Fund” effective February 19, 2005.

          For ease of reference, throughout this SAI, the Board of Trustees of the Trust, the Board of Trustees of JPMMFS, and the Boards of Trustees of the Predecessor Trusts are referred to herein collectively as the “Board of Trustees.”

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Share Classes

          The Trustees of the Funds have authorized the issuance of the following classes of shares of the Funds:

California Tax Free Bond Fund	Select Class, Institutional Class, Class A and Class C
Intermediate Tax Free Bond Fund	Select Class, Institutional Class, Class A, Class B and Class C
New York Tax Free Bond Fund	Select Class, Institutional Class, Class A, Class B and Class C

          Currently, each Fund offers the following classes of shares:

California Tax Free Bond Fund	Select Class, Institutional Class, Class A and Class C
Intermediate Tax Free Bond Fund	Select Class, Institutional Class, Class A, Class B and Class C
New York Tax Free Bond Fund	Select Class, Institutional Class, Class A, Class B and Class C

          The shares of the Funds are collectively referred to in this SAI as the “Shares.”

Name Changes

          Effective February 19, 2005, the following Predecessor Funds were renamed with the approval of the Board of Trustees of JPMST or JPMMFST, as applicable:

New Name	Former Name
JPMorgan California Tax Free Bond Fund	JPMorgan California Bond Fund
JPMorgan Intermediate Tax Free Bond Fund	JPMorgan Intermediate Tax Free Income Fund
JPMorgan New York Tax Free Bond Fund	JPMorgan New York Intermediate Tax Free Income Fund

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 245 Park Avenue, New York, NY 10167.

          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.

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INVESTMENT STRATEGIES AND POLICIES

Tax Exempt Obligations and other Debt Securities

          The Funds invest in tax exempt obligations to the extent consistent with each Fund’s investment objective and policies. A description of the various types of tax exempt obligations which may be purchased by the Funds appears below. See “Diversification and Quality Requirements.”

          Municipal Bonds. Municipal bonds are debt obligations issued by the states, territories and possessions of the United States and the District of Columbia, 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.

          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.

          Municipal Notes. The Funds may also 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. There is no specific percentage limitation on these investments. Municipal notes are subdivided into three categories of short-term obligations: municipal notes, municipal commercial paper and municipal demand obligations.

          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 of collection of taxes, a bond sale, or receipts 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 adjusted at periodic intervals as specified in 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. The variable rate demand notes in which the Funds may invest are payable, or are subject to purchase, on demand usually on notice of seven calendar days or less. The terms of the notes provide that interest rates are adjustable at intervals ranging from daily to six months, and the adjustments are based upon the prime rate of a bank or other appropriate interest rate index specified in the respective notes.

          Master demand obligations are tax exempt municipal obligations that provide for a periodic adjustment in the interest rate paid and permit periodic changes in the amount borrowed. Master demand obligations are governed

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by agreements between the municipal issuer and the Adviser acting as agent for no additional fee. The interest on such obligations is, in the opinion of counsel for the borrower, excluded from gross income for federal income tax purposes. Although there is no secondary market for master demand obligations, such obligations are considered by the Funds to be liquid because they are payable upon demand. The Funds have no specific percentage limitations on investments in master demand obligations.

          Premium Securities. During a period of declining interest rates, many municipal securities in which the Funds invest likely will bear coupon rates higher than current market rates, regardless of whether the securities were initially purchased at a premium.

          Puts. The Funds may purchase, without limit, municipal bonds or notes together with the right to resell the bonds or notes to the seller at an agreed price or yield within a specified period prior to the maturity date of the bonds or notes. Such a right to resell is commonly known as a “put.” The aggregate price for bonds or notes with puts may be higher than the price for bonds or notes without puts. Consistent with the Funds’ investment objectives and subject to the supervision of the Trustees, the purpose of this practice is to permit the Funds to be fully invested in tax exempt securities while preserving the necessary liquidity to purchase securities on a when-issued basis, to meet unusually large redemptions, and to purchase at a later date securities other than those subject to the put. The principal risk of puts is that the writer of the put may default on its obligation to repurchase. The Adviser will monitor each writer’s ability to meet its obligations under puts.

          Puts may be exercised prior to the expiration date in order to fund obligations to purchase other securities or to meet redemption requests. These obligations may arise during periods in which proceeds from sales of Shares and from recent sales of portfolio securities are insufficient to meet obligations or when the funds available are otherwise allocated for investment. In addition, puts may be exercised prior to the expiration date in order to take advantage of alternative investment opportunities or in the event the Adviser revises its evaluation of the creditworthiness of the issuer of the underlying security. In determining whether to exercise puts prior to their expiration date and in selecting which puts to exercise, the Adviser considers the amount of cash available, the expiration dates of the available puts, any future commitments for securities purchases, alternative investment opportunities, the desirability of retaining the underlying securities in a Fund’s portfolio and the yield, quality and maturity dates of the underlying securities.

          Since the value of the put is partly dependent on the ability of the put writer to meet its obligation to repurchase, the Funds’ policy is to enter into put transactions only with municipal securities dealers who are approved by its Adviser. Each dealer will be approved on its own merits, and it is the Funds’ general policy to enter into put transactions only with those dealers which are determined to present minimal credit risks. In connection with such determination, the Adviser reviews regularly the list of approved dealers, taking into consideration, among other things, the ratings, if available, of their equity and debt securities, their reputation in the municipal securities markets, their net worth, their efficiency in consummating transactions and any collateral arrangements, such as letters of credit, securing the puts written by them. Commercial bank dealers normally will be members of the Federal Reserve System, and other dealers will be members of the National Association of Securities Dealers, Inc. or members of a national securities exchange. Other put writers will have outstanding debt rated Aa or better by Moody’s Investors Service, Inc. (“Moody’s”) or AA or better by Standard & Poor’s Ratings Group (“Standard & Poor’s” or “S&P”), or will be of comparable quality in the Adviser’s opinion or such put writers’ obligations will be collateralized and of comparable quality in the Adviser’s opinion. The Trustees have directed the Adviser not to enter into put transactions with any dealer, which, in the judgment of the Adviser, becomes more than a minimal credit risk. In the event that a dealer should default on its obligation to repurchase an underlying security, the Funds are unable to predict whether all or any portion of any loss sustained could subsequently be recovered from such dealer.

          Entering into a put with respect to a tax exempt security may be treated, depending upon the terms of the put, as a taxable sale of the tax exempt security by the Funds with the result that, while the put is outstanding, a Fund will no longer be treated as the owner of the security and the interest income derived with respect to the security will be treated as taxable income to the Fund.

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Money Market Instruments

          Each Fund may invest in money market instruments to the extent consistent with its investment objective and policies. Under normal circumstances, the Funds will purchase these securities to invest temporary cash balances or to maintain liquidity to meet withdrawals. However, the Funds may also invest in money market instruments as a temporary defensive measure taken during, or in anticipation of, adverse market conditions. 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. Government Obligations. Each Fund 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. The Funds may also 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 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 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 and the Federal Home Loan Mortgage Corporation, which are supported only by the credit of such securities, but for which the Secretary of the Treasury has discretionary authority to purchase limited amounts of 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.

          Bank Obligations. The Funds may invest in bank obligations. Bank obligations include negotiable certificates of deposit, bankers’ acceptances, fixed time deposits and deposit notes. A certificate of deposit is a short-term negotiable certificate issued by a commercial bank against funds deposited in the bank and is either interest-bearing or purchased on a discount basis. A bankers’ acceptance is a short-term draft drawn on a commercial bank by a borrower, usually in connection with an international transaction. The borrower is liable for payment, as is the bank, which unconditionally guarantees to pay the draft at its face amount on the maturity date. Fixed time deposits are obligations of branches of the U.S. banks or foreign banks which are payable at a stated maturity date and bear a fixed rate of interest. Although fixed time deposits do not have a market; there are no contractual restrictions on the right to transfer a beneficial interest in the deposit to a third party. Fixed time deposits subject to withdrawal penalties and with respect to which a Fund cannot realize the proceeds thereon within seven days are deemed “illiquid” for the purposes of its restriction on investments in illiquid securities. Deposit notes are notes issued by commercial banks which generally bear fixed rates of interest and typically have original maturities ranging from eighteen months to five years. Investments in bank obligations are limited to those of U.S banks (including their foreign branches) which have assets at the time of purchase in excess of $1 billion and the deposits of which are insured by either the Bank Insurance Fund or the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation and such other U.S. commercial banks which are judged by the Adviser to meet comparable credit standing criteria.

          The Funds will not invest in obligations for which the Adviser, or any of their affiliated persons, is the ultimate obligor or accepting bank, provided, however that the Funds do maintain demand deposits at their affiliated custodian, JPMorgan Chase Bank.

          Commercial Paper. The 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

5

affiliates, pursuant to arrangements with such accounts. Interest and principal payments are credited to such accounts. Generally, the Adviser may have 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 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 Funds 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 Funds to be liquid because they are payable upon demand. The Funds do 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.

          Repurchase Agreements. The Funds may enter into repurchase agreements with brokers, dealers or banks that meet the Adviser’s credit guidelines. A Fund will enter into repurchase agreements only with member banks of the Federal Reserve System and securities dealers believed creditworthy, and only if the agreement is collateralized by securities in which such Fund is permitted to invest. 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 fully collateralized loan of money by a Fund to the seller. Except in the case of a tri-party agreement, the maximum maturity of a repurchase agreement will be seven days. In the case of a tri-party agreement, the maximum maturity of a repurchase agreement will be 95 days, or as limited by the specific repurchase agreement. The securities which are subject to repurchase agreements, however, may have maturity dates in excess of 95 days from the effective date of the repurchase agreement. 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 during the term of the agreement whose market value is at least equal to 100% of the dollar amount invested by the Funds in each agreement plus accrued interest. The repurchase agreements further authorize the Funds to demand additional collateral in the event that the dollar value of the collateral falls below 100%. 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. Repurchase agreements are considered under the 1940 Act to be loans collateralized by the underlying securities. A repurchase agreement is subject to the risk that the seller may fail to repurchase the security. In the event of default by the seller under a repurchase agreement construed to be a collateralized loan, the underlying securities would not be owned by the Fund, but would only constitute collateral for the seller’s obligation to pay the repurchase price. Therefore, a Fund may suffer time delays and incur costs in connection with the disposition of the collateral. The collateral underlying repurchase agreements may be more susceptible to claims of the seller’s creditors than would be the case with securities owned by the Fund.

Non-Municipal Securities

          The Funds may invest in bonds and other debt securities of domestic issuers to the extent consistent with their investment objectives and policies. The Funds may invest in U.S. Government, bank and corporate debt obligations, as well as asset-backed securities and repurchase agreements. The Funds will purchase such securities only when the Adviser believes that they would enhance the after tax returns of a shareholder of a Fund in the highest federal and state income tax brackets. For information on short-term investments in these securities, see “Money Market Instruments.”

          Mortgages (Directly Held). Each Fund may invest directly in mortgages. Mortgages are debt instruments secured by real property. Unlike mortgage-backed securities, which generally represent an interest in a pool of mortgages, direct investments in mortgages involve prepayment and credit risks of an individual issuer and real property. Consequently, these investments require different investment and credit analysis by the Adviser.

6

          The directly placed mortgages in which the Funds invest may include residential mortgages, multifamily mortgages, mortgages on cooperative apartment buildings, commercial mortgages, and sale-leasebacks. These investments are backed by assets such as office buildings, shopping centers, retail stores, warehouses, apartment buildings and single-family dwellings. In the event that a Fund forecloses on any non-performing mortgage, and acquires a direct interest in the real property, such Fund will be subject to the risks generally associated with the ownership of real property. There may be fluctuations in the market value of the foreclosed property and its occupancy rates, rent schedules and operating expenses. There may also be adverse changes in local, regional or general economic conditions, deterioration of the real estate market and the financial circumstances of tenants and sellers, unfavorable changes in zoning, building environmental and other laws, increased real property taxes, rising interest rates, reduced availability and increased cost of mortgage borrowings, the need for unanticipated renovations, unexpected increases in the cost of energy, environmental factors, acts of God and other factors which are beyond the control of the Funds or the Adviser. Hazardous or toxic substances may be present on, at or under the mortgaged property and adversely affect the value of the property. In addition, the owners of property containing such substances may be held responsible, under various laws, for containing, monitoring, removing or cleaning up such substances. The presence of such substances may also provide a basis for other claims by third parties. Costs of clean up or of liabilities to third parties may exceed the value of the property. In addition, these risks may be uninsurable. In light of these and similar risks, it may be impossible to dispose profitably of properties in foreclosure.

          Structured Products. Each Fund, except California Tax Free Bond Fund, 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 of 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.

          The Funds may also invest in other types of structured products, including, among others, inverse floaters, spread trades and notes linked by a formula to the price of an underlying instrument. Inverse floaters have coupon rates that vary inversely at a multiple of a designated floating rate (which typically is determined by reference to an index rate, but may also be determined through a Dutch auction or a remarketing agent or by reference to another security) (the “reference rate”). As an example, inverse floaters may constitute a class of CMOs with a coupon rate that moves inversely to a designated index, such as LIBOR (London Interbank Offered Rate) or the Cost of Funds Index. Any rise in the reference rate of an inverse floater (as a consequence of an increase in interest rates) causes a drop in the coupon rate while any drop in the reference rate of an inverse floater causes an increase in the coupon rate. A spread trade is an investment position relating to a difference in the prices or interest rates of two securities where the value of the investment position is determined by movements in the difference between the prices or interest rates, as the case may be, of the respective securities. When a Fund invests in notes linked to the price of an underlying instrument, the price of the underlying security is determined by a multiple (based on a formula) of the price of such underlying security. A structured product may be considered to be leveraged to the extent its interest rate varies by a magnitude that exceeds the magnitude of the change in the index rate of interest. Because they are linked to their underlying markets or securities, investments in structured products generally are subject to greater volatility than an investment directly in the underlying market or security. Total return on the structured product is derived by linking return to one or more characteristics of the underlying instrument. Because certain structured products of the type in which a Fund may invest may involve no credit enhancement, the credit risk of those structured products generally would be equivalent to that of the underlying instruments. 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 leverage for purposes of a Fund’s fundamental investment limitation related to borrowing and leverage.

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          Certain issuers of structured products may be deemed to be “investment companies” as defined in the Investment Company Act of 1940, as amended (“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 trading market for structured products. As a result, certain structured products in which a Fund invests may be deemed illiquid and subject to its limitation on illiquid investments.

          Investments in structured products generally are subject to greater volatility than an investment directly in the underlying market or security.

          Stripped Obligations. The Funds may invest in principal-only or interest-only stripped obligations. The principal and interest components of United States 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 United States 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 United States Treasury bills with comparable maturities.

          Floating Rate and Variable Rate Securities. Each Fund, except California Tax Free Bond Fund, may invest in non-municipal floating rate securities, whose interest rates adjust automatically whenever a specified interest rate changes, and variable rate securities, whose interest rates are periodically adjusted. Certain of these instruments permit the holder to demand payment of principal and accrued interest upon a specified number of days’ notice from either the issuer or third party. As a result of the floating or variable rate nature of these investments, the Funds’ yields may decline, and they may forego the opportunity for capital appreciation during periods when interest rates decline; however, during periods when interest rates increase, the Funds’ yields may increase, and they may have reduced risk of capital depreciation. Demand features on certain floating or variable rate securities may obligate the Funds to pay a “tender fee” to a third party. Demand features provided by foreign banks involve certain risks associated with foreign investments.

          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 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.

          Past periods of high inflation, together with the fiscal measures adopted to attempt to deal with it, 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 nature of the underlying floating or variable rate 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 it does, 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 fixed 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.

          Inverse Floaters and Interest Rate Caps. Each Fund, except California Tax Free Bond Fund, may invest in inverse floaters and in securities with interest rate caps. Inverse floaters are instruments whose interest rates bear an inverse relationship to the interest rate on another security or the value of an index. The market value of an inverse floater will vary inversely with changes in market interest rates and will be more volatile in response to interest rates changes than that of a fixed rate obligation. Interest rate caps are financial instruments under which payments occur if an interest rate index exceeds a certain predetermined interest rate level, known as the cap rate, which is tied to a specific index. These financial products will be more volatile in price than securities which do not include such a structure.

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          Zero Coupon, Pay-in-Kind and Deferred Payment Securities. Each Fund may invest in zero coupon securities, which are securities that are sold at a discount to par value and on which interest payments are not made during the life of the security. Upon maturity, the holder is entitled to receive the par value of the security. Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Upon maturity, the holder is entitled to receive the aggregate par value of the securities. A Fund accrues income with respect to zero coupon and pay-in-kind securities prior to the receipt of cash payments. The California Tax Free Bond Fund may invest in deferred payment securities. Deferred payment securities are securities that remain zero coupon securities until a predetermined date, at which time the stated coupon rate becomes effective and interest becomes payable at regular intervals. While interest payments are not made on such securities, holders of such securities are deemed to have received “phantom income.” Because a Fund will distribute “phantom income” to shareholders, to the extent that shareholders elect to receive dividends in cash rather than reinvesting such dividends in additional shares, the applicable Fund will have fewer assets with which to purchase income-producing securities. Zero coupon, pay-in-kind and deferred payment securities may be subject to greater fluctuation in value and lesser liquidity in the event of adverse market conditions than comparably rated securities paying cash interest at regular interest payment periods.

          Asset-Backed Securities. Each Fund 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 a Fund may invest are subject to a 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.

          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, a Fund will be required to reinvest the proceeds of prepayments at interest rates prevailing at the time of reinvestment, which may be lower.

Additional Investments

          Synthetic Variable Rate Instruments. Each Fund may invest in certain synthetic variable rate instruments. Such instruments generally involve the deposit of a long-term tax exempt bond in a custody or trust arrangement and the creation of a mechanism to adjust the long-term interest rate on the bond to a variable short-term rate and a right (subject to certain conditions) on the part of the purchaser to tender it periodically to a third party at par. JPMlM reviews the structure of synthetic variable rate instruments to identify credit and liquidity risks (including the conditions under which the right to tender the instrument would no longer be available) and will monitor those risks. In the event that the right to tender the instrument is no longer available, the risk to the Fund will be that of holding the long-term bond. In the case of some types of instruments credit enhancement is not provided, and if certain events, which may include (a) default in the payment of principal or interest on the underlying bond, (b) downgrading of the bond below investment grade or (c) a loss of the bond’s tax exempt status, occur, then (i) the put will terminate and (ii) the risk to the Fund will be that of holding a long-term bond.

          Securities issued in connection with Reorganizations and Corporate Restructuring. The Funds may invest in high yield securities. See “Diversification and Quality Requirements – Below Investment Grade Debt.” In addition, debt securities may be downgraded and issuers of debt securities including investment grade securities may default in the payment or principal or interest or be subject to bankruptcy proceedings. In connection with

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reorganizing or restructuring of an issuer, an issuer may issue common stock or other securities to holders of its debt securities. The Funds may hold such common stock and other securities even though they do not ordinarily invest in such securities.

          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 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 Funds’ 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.

          Forward Commitments. Each of the Funds may purchase securities on a forward commitment basis. 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. 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 a Fund’s assets equal to the amount of the purchase be held aside or segregated to be used to pay for the commitment, cash or liquid securities equal to the amount of such Fund’s commitments will be reserved for payment of the commitment. For the purpose of determining the adequacy of the securities reserved for payment of commitments, the reserved 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 reserved for payment of the commitment so that the value of the Fund’s assets reserved for payment of a commitment will equal the amount of such commitments purchased 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 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 reserved for payment of the commitment, sale of other securities or, although it would not normally expect to do so, 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. Purchasing securities on a forward commitment basis can also involve the risk of default by the other party on its 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.

          Investment Company Securities. Securities of other investment companies may be acquired by each of the Funds to the extent permitted under the 1940 Act and consistent with its investment objective and strategies. 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)

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not more than 3% of the outstanding voting stock of any one investment company will be owned by a Fund, provided however, that a Fund may invest all of its investable assets in an open-end investment company that has the same investment objective as the 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. The SEC has granted an exemptive order permitting the Funds to invest their uninvested cash in any affiliated money market funds. The order sets the following conditions: (1) a Fund may invest in one or more of the permitted money market funds up to an aggregate limit of 25% of its assets; and (2) the Adviser will waive and/or reimburse its advisory fee from the Trust in an amount sufficient to offset any doubling up of investment advisory, administrative and shareholder servicing fees.

          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 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

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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) are limited in the aggregate and may not exceed 33 1/3% of a Fund’s total assets.

          Loans of Portfolio Securities. Each Fund may lend its securities if such loans are secured continuously by cash collateral in favor of a Fund at least equal at all times to 100% of the market value of the securities loaned plus accrued interest. While such securities are on loan, the borrower will pay a Fund any income accruing thereon. Loans will be subject to termination by a Fund in the normal settlement time. Borrowed securities must be returned when the loan is terminated. Any gain or loss in the market price of the borrowed securities which occurs during the term of the loan inures to a Fund and its respective investors. The Funds may pay reasonable finders’ and custodial fees in connection with a loan. In addition, a Fund will consider all facts and circumstances before entering into such an agreement, including the creditworthiness of the borrowing financial institution, and the Fund will not make any loans in excess of one year. The Funds will not lend their securities to any officer, Trustee, Director, employee or other affiliate of the Funds, the Adviser or JPMDS, unless otherwise permitted by applicable law. The voting rights with respect to loaned securities may pass with the lending of the securities, but the Board of Trustees is entitled to call loaned securities to vote proxies, or otherwise obtain rights to vote or consent with respect to a material event affecting securities on loan, when the Board of Trustees believes it necessary to vote.

          There may be risks of delay in recovery of the securities or even loss of rights in the collateral should the borrower of the securities fail financially or become insolvent.

          Illiquid Investments; Privately Placed and Other Unregistered Securities. The Funds may not acquire any illiquid securities if, as a result thereof, more than 15% of its 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 commercial obligations issued in reliance on the so-called “private placement” exemption from registration afforded by Section 4(2) 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.

          Each Fund 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.

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Diversification and Quality Requirements

          The Funds are registered as non-diversified investment companies which means that the Funds are not limited by the 1940 Act in the proportion of their assets that may be invested in the obligations of a single issuer. Thus, a Fund may invest a greater proportion of its assets in the securities of a smaller number of issuers and, as a result, may be subject to greater risk with respect to its portfolio securities. The Funds, however, will comply with the diversification requirements imposed by the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as a regulated investment company, which are less restrictive than the requirements applicable to “diversified” investment companies under the 1940 Act. 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).

          Each Fund invests principally in a portfolio of “investment grade” tax exempt securities. An investment grade bond is rated, on the date of investment, within the four highest ratings of Moody’s, currently Aaa, Aa, A and Baa or of Standard & Poor’s, currently AAA, AA, A and BBB, while high grade debt is rated, on the date of the investment, within the two highest of such ratings. Investment grade municipal notes are rated, on the date of investment, MIG-1 or MIG-2 by Standard & Poor’s or SP-1 and SP-2 by Moody’s. Investment grade municipal commercial paper is rated, on the date of investment, Prime 1 or Prime 2 by Moody’s and A-1 or A-2 by Standard & Poor’s. The Funds may also invest up to 10% of its total assets in securities which are “below investment grade.” Such securities must be rated, on the date of investment, B or better by Moody’s or Standard & Poor’s, or of comparable quality. Securities rated Ba or B by Moody’s and BB or B by Standard & Poor’s are below investment grade and considered to be speculative with regard to payment of interest and principal. If the quality of the investment later declines, a Fund may continue to hold the investment. See “Below Investment Grade Debt” below. The Fund may invest in debt securities which are not rated or other debt securities to which these ratings are not applicable, if in the opinion of the Adviser, such securities are of comparable quality to the rated securities discussed above. In addition, at the time the Fund invests in any commercial paper, bank obligation, repurchase agreement, or any other money market instruments, the investment must have received a short term rating of investment grade or better (currently Prime-3 or better by Moody’s or A-3 or better by Standard & Poor’s) or the investment must have been issued by an issuer that received a short term investment grade rating or better with respect to a class of investments or any investment within that class that is comparable in priority and security with the investment being purchased by the Fund. If no such rating exists, the investment must be of comparable investment quality in the Adviser’s opinion, but will not be eligible for purchase if the issuer or its parent has long term outstanding debt rated below BBB.

          Below Investment Grade Debt. Certain lower rated securities purchased by a Fund, such as those rated Ba or B by Moody’s or BB or B by Standard & Poor’s (“S&P”) (commonly known as junk bonds), may be subject to certain risks with respect to the issuing entity’s ability to make scheduled payments of principal and interest and to greater market fluctuations. While generally providing higher coupons or interest rates than investments in higher quality securities, lower quality fixed income securities involve greater risk of loss of principal and income, including the possibility of default or bankruptcy of the issuers of such securities, and have greater price volatility, especially during periods of economic uncertainty or change. These lower quality fixed income securities tend to be affected by economic changes and short-term corporate and industry developments to a greater extent than higher quality securities, which react primarily to fluctuations in the general level of interest rates. To the extent that a Fund invests in such lower quality securities, the achievement of its investment objective may be more dependent on the Adviser’s own credit analysis.

          Lower quality fixed income securities are affected by the market’s perception of their credit quality, especially during times of adverse publicity, and the outlook for economic growth. Economic downturns or an increase in interest rates may cause a higher incidence of default by the issuers of these securities, especially issuers that are highly leveraged. The market for these lower quality fixed income securities is generally less liquid than the market for investment grade fixed income securities. It may be more difficult to sell these lower rated securities to meet redemption requests, to respond to changes in the market, or to value accurately a Fund’s portfolio securities

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for purposes of determining the Fund’s NAV. See Appendix A for more detailed information on the various ratings categories.

          In determining suitability of investment in a particular unrated security, the Adviser takes into consideration asset and debt service coverage, the purpose of the financing, history of the issuer, existence of other rated securities of the issuer, and other relevant conditions, such as comparability to other issuers.

Options and Futures Transactions

          The Funds may purchase and sell (a) exchange traded and over-the-counter (“OTC”) put and call options on fixed income securities, indexes of fixed income securities and futures contracts on fixed income securities and indexes of fixed income securities and (b) futures contracts on fixed income securities and indexes of fixed income securities. Each of these instruments is a derivative instrument as its value derives from the underlying asset or index. Each of the Funds may use futures contracts and options for hedging and risk management purposes. The Funds may also use futures and options to seek to enhance portfolio performance.

          Each of the Funds may utilize options and futures contracts to manage its exposure to changing interest rates and/or security prices. Some options and futures strategies, including selling futures contracts and buying puts, tend to hedge a Fund’s investments against price fluctuations. Other strategies, including buying futures contracts and buying calls, tend to increase market exposure. Options and futures contracts may be combined with each other or with forward contracts in order to adjust the risk and return characteristics of a Fund’s overall strategy in a manner deemed appropriate by the Fund’s Adviser and consistent with the Fund’s objective and policies. Because combined options positions involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out.

          The use of options and futures is a highly specialized activity which involves investment strategies and risks different from those associated with ordinary portfolio securities transactions, and there can be no guarantee that their use will increase a Fund’s return. While the use of these instruments by a Fund may reduce certain risks associated with owning its portfolio securities, these techniques themselves entail certain other risks. If a Fund’s Adviser applies a strategy at an inappropriate time or judges market conditions or trends incorrectly, options and futures strategies may lower a Fund’s return. Certain strategies limit a Fund’s possibilities to realize gains as well as its exposure to losses. A Fund could also experience losses if the prices of its options and futures positions were poorly correlated with its other investments, or if it could not close out its positions because of an illiquid secondary market. In addition, the Fund will incur transaction costs, including trading commissions and option premiums, in connection with its futures and options transactions and these transactions could significantly increase the Fund’s turnover rate. A Fund may purchase put and call options on securities, indexes of securities and futures contracts, or purchase and sell options on futures contracts, only if such options are written by other persons and if (i) the aggregate premiums paid on all such options which are held at any time do not exceed 20% of the Fund’s net assets, and (ii) the aggregate margin deposits required on all such futures or options thereon held at any time do not exceed 5% of the Fund’s total assets. In addition, a Fund will not purchase or sell (write) futures contracts, options on futures contracts or commodity options for risk management purposes if, as a result, the aggregate initial margin and options premiums required to establish these positions exceed 5% of the NAV of a Fund.

Options

          Purchasing Put and Call Options. By purchasing a put option, a Fund obtains the right (but not the obligation) to sell the instrument underlying the option at a fixed strike price. In return for this right, a Fund pays the current market price for the option (known as the option premium). Options have various types of underlying instruments, including specific securities, indexes of securities, indexes of securities prices, and futures contracts. A Fund may terminate its position in a put option it has purchased by allowing it to expire or by exercising the option. A Fund may also close out a put option position by entering into an offsetting transaction, if a liquid market exists. If the option is allowed to expire, a Fund will lose the entire premium it paid. If a Fund exercises a put option on a security, it will sell the instrument underlying the option at the strike price. If a Fund exercises an option on an index, settlement is in cash and does not involve the actual purchase or sale of securities. If an option is American style, it may be exercised on any day up to its expiration date. A European style option may be exercised only on its expiration date.

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          The buyer of a typical put option can expect to realize a gain if the value of the underlying instrument falls substantially. However, if the price of the instrument underlying the option does not fall enough to offset the cost of purchasing the option, a put buyer can expect to suffer a loss (limited to the amount of the premium paid, plus related transaction costs).

          The features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right to purchase, rather than sell, the instrument underlying the option at the option’s strike price. A call buyer typically attempts to participate in potential price increases of the instrument underlying the option with risk limited to the cost of the option if security prices fall. At the same time, the buyer can expect to suffer a loss if security prices do not rise sufficiently to offset the cost of the option.

          Selling (Writing) Put and Call Options. When a Fund writes a put option, it takes the opposite side of the transaction from the option’s purchaser. In return for the receipt of the premium, a Fund assumes the obligation to pay the strike price for the instrument underlying the option if the other party to the option chooses to exercise it. A Fund may seek to terminate its position in a put option it writes before exercise by purchasing an offsetting option in the market at its current price.

          If the market is not liquid for a put option a Fund has written, however, it must continue to be prepared to pay the strike price while the option is outstanding, regardless of price changes, and must continue to post margin as discussed below. If the price of the underlying instrument rises, a put writer would generally expect to profit, although its gain would be limited to the amount of the premium it received. If security prices remain the same over time, it is likely that the writer will also profit, because it should be able to close out the option at a lower price. If security prices fall, the put writer would expect to suffer a loss. This loss should be less than the loss from purchasing and holding the underlying instrument directly, however, because the premium received for writing the option should offset a portion of the decline.

          Writing a call option obligates a Fund to sell or deliver the option’s underlying instrument in return for the strike price upon exercise of the option. The characteristics of writing call options are similar to those of writing put options, except that writing calls generally is a profitable strategy if prices remain the same or fall. Through receipt of the option premium a call writer offsets part of the effect of a price decline. At the same time, because a call writer must be prepared to deliver the underlying instrument in return for the strike price, even if its current value is greater, a call writer gives up some ability to participate in security price increases. The writer of an exchange traded put or call option on a security, an index of securities or a futures contract is required to deposit cash or securities or a letter of credit as margin and to make mark to market payments of variation margin as the position becomes unprofitable.

          Options on Indexes. Each of the Funds may purchase and sell put and call options on any securities index based on securities in which a Fund may invest. Options on securities indexes are similar to options on securities, except that the exercise of securities index options is settled by cash payment and does not involve the actual purchase or sale of securities. In addition, these options are designed to reflect price fluctuations in a group of securities or segment of the securities market rather than price fluctuations in a single security. A Fund, in purchasing or selling index options, is subject to the risk that the value of its portfolio securities may not change as much as an index because a Fund’s investments generally will not match the composition of an index.

          For a number of reasons, a liquid market may not exist and thus a Fund may not be able to close out an option position that it has previously entered into. When a Fund purchases an OTC option (as defined below), it will be relying on its counterparty to perform its obligations, and the Fund may incur additional losses if the counterparty is unable to perform.

          Exchange-Traded and OTC Options. All options purchased or sold by the Funds will be traded on a securities exchange or will be purchased or sold by securities dealers (“OTC options”) that meet creditworthiness standards approved by the Board of Trustees. While exchange-traded options are obligations of the Options Clearing Corporation, in the case of OTC options, a Fund relies on the dealer from which it purchased the option to perform if the option is exercised. Thus, when a Fund purchases an OTC option, it relies on the dealer from which it purchased

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the option to make or take delivery of the underlying securities. Failure by the dealer to do so would result in the loss of the premium paid by a Fund as well as loss of the expected benefit of the transaction.

          Provided that a Fund has arrangements with certain qualified dealers who agree that a Fund may repurchase any option it writes for a maximum price to be calculated by a predetermined formula, a Fund may treat the underlying securities used to cover written OTC options as liquid. In these cases, the OTC option itself would only be considered illiquid to the extent that the maximum repurchase price under the formula exceeds the intrinsic value of the option.

Futures Contracts

          The Funds may purchase and sell futures contracts. When a Fund purchases a futures contract, it agrees to purchase a specified quantity of an underlying instrument at a specified future date or to make a cash payment based on the value of a securities index. When a Fund sells a futures contract, it agrees to sell a specified quantity of the underlying instrument at a specified future date or to receive a cash payment based on the value of a securities index. The price at which the purchase and sale will take place is fixed when a Fund enters into the contract. Futures can be held until their delivery dates or the position can be (and normally is) closed out before then. There is no assurance, however, that a liquid market will exist when the Fund wishes to close out a particular position.

          When a Fund purchases a futures contract, the value of the futures contract tends to increase and decrease in tandem with the value of its underlying instrument. Therefore, purchasing futures contracts will tend to increase a Fund’s exposure to positive and negative price fluctuations in the underlying instrument, much as if it had purchased the underlying instrument directly. When a Fund sells a futures contract, by contrast, the value of its futures position will tend to move in a direction contrary to the value of the underlying instrument. Selling futures contracts, therefore, will tend to offset both positive and negative market price changes, much as if the underlying instrument had been sold.

          The purchaser or seller of a futures contract is not required to deliver or pay for the underlying instrument unless the contract is held until the delivery date. However, when a Fund buys or sells a futures contract it will be required to deposit “initial margin” with a futures commission merchant (“FCM”). Initial margin deposits are typically equal to a small percentage of the contract’s value. If the value of either party’s position declines, that party will be required to make additional “variation margin” payments equal to the change in value on a daily basis. The party that has a gain may be entitled to receive all or a portion of this amount. A Fund may be obligated to make payments of variation margin at a time when it is disadvantageous to do so. Furthermore, it may not always be possible for a Fund to close out its futures positions. Until it closes out a futures position, a Fund will be obligated to continue to pay variation margin. Initial and variation margin payments do not constitute purchasing on margin for purposes of a Fund’s investment restrictions. In the event of the bankruptcy of an FCM that holds margin on behalf of a Fund, the Fund may be entitled to return of margin owed to it only in proportion to the amount received by the FCM’s other customers, potentially resulting in losses to the Fund. Each Fund will segregate liquid assets in connection with its use of options and futures contracts to the extent required by the staff of the SEC. Securities held in a segregated account cannot be sold while the futures contract or option is outstanding, unless they are replaced with other suitable assets. As a result, there is a possibility that segregation of a large percentage of a Fund’s assets could impede portfolio management or a Fund’s ability to meet redemption requests or other current obligations.

          Options on Futures Contracts. The Funds may purchase and sell put and call options, including put and call options on futures contracts. Futures contracts obligate the buyer to take and the seller to make delivery at a future date of a specified quantity of a financial instrument or an amount of cash based on the value of a securities index. Currently, futures contracts are available on various types of fixed income securities, including but not limited to U.S. Treasury bonds, notes and bills, Eurodollar certificates of deposit and on indexes of fixed income securities. Unlike a futures contract, which requires the parties to buy and sell a security or make a cash settlement payment based on changes in a financial instrument or securities index on an agreed date, an option on a futures contract entitles its holder to decide on or before a future date whether to enter into such a contract. If the holder decides not to exercise its option, the holder may close out the option position by entering into an offsetting transaction or may decide to let the option expire and forfeit the premium thereon. The purchaser of an option on a futures contract pays a premium for the option but makes no initial margin payments or daily payments of cash in

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the nature of “variation” margin payments to reflect the change in the value of the underlying contract as does a purchaser or seller of a futures contract.

          The seller of an option on a futures contract receives the premium paid by the purchaser and may be required to pay an initial margin. Amounts equal to the initial margin and any additional collateral required on any options on futures contracts sold by a Fund are paid by a Fund into a segregated account, in the name of the FCM, as required by the 1940 Act and the SEC’s interpretations thereunder.

          Combined Positions. The Funds may purchase and write options in combination with other Funds, or in combination with futures or forward contracts, to adjust the risk and return characteristics of the overall position. For example, a Fund may purchase a put option and write a call option on the same underlying instrument, in order to construct a combined position whose risk and return characteristics are similar to selling a futures contract. Another possible combined position would involve writing a call option at one strike price and buying a call option at a lower price, in order to reduce the risk of the written call option in the event of a substantial price increase. Because combined options positions involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out.

          Correlation of Price Changes. Because there are a limited number of types of exchange-traded options and futures contracts, it is likely that the standardized options and futures contracts available will not match a Fund’s current or anticipated investments exactly. A Fund may invest in options and futures contracts based on securities with different issuers, maturities, or other characteristics from the securities in which it typically invests, which involves a risk that the options or futures position will not track the performance of a Fund’s other investments.

          Options and futures contracts prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match the Fund’s investments well. Options and futures contracts prices are affected by such factors as current and anticipated short term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect correlation may also result from differing levels of demand in the options and futures markets and the securities markets, from structural differences in how options and futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A Fund may purchase or sell options and futures contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate for differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in a Fund’s options or futures positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that are not offset by gains in other investments.

          Liquidity of Options and Futures Contracts. There is no assurance that a liquid market will exist for any particular option or futures contract at any particular time even if the contract is traded on an exchange. In addition, exchanges may establish daily price fluctuation limits for options and futures contracts and may halt trading if a contract’s price moves up or down more than the limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible for a Fund to enter into new positions or close out existing positions. If the market for a contract is not liquid because of price fluctuation limits or otherwise, it could prevent prompt liquidation of unfavorable positions, and could potentially require a Fund to continue to hold a position until delivery or expiration regardless of changes in its value. As a result, a Fund’s access to other assets held to cover its options or futures positions could also be impaired. (See “Exchange Traded and OTC Options” above for a discussion of the liquidity of options not traded on an exchange.)

          Position Limits. Futures exchanges can limit the number of futures and options on futures contracts that can be held or controlled by an entity. If an adequate exemption cannot be obtained, a Fund or the Adviser may be required to reduce the size of its futures and options positions or may not be able to trade a certain futures or options contract in order to avoid exceeding such limits.

          Asset Coverage for Futures Contracts and Options Positions. Although the Funds will not be commodity pools, certain derivatives subject the Funds to the rules of the Commodity Futures Trading Commission which limit the extent to which a Fund can invest in such derivatives. Each Fund may invest in futures contracts and options with respect thereto for hedging purposes without limit. However, a Fund may not invest in such contracts and options for other purposes if the sum of the amount of initial margin deposits and premiums paid for unexpired

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options with respect to such contracts, other than for bona fide hedging purposes, exceeds 5% of the liquidation value of the Fund’s assets, after taking into account unrealized profits and unrealized losses on such contracts and options; provided, however, that in the case of an option that is in-the-money at the time of purchase, the in-the-money amount may be excluded in calculating the 5% limitation.

          The Funds will comply with guidelines established by the SEC with respect to coverage of options and futures contracts by mutual funds, and if the guidelines so require, will set aside appropriate liquid assets in a segregated custodial account in the amount prescribed. Securities held in a segregated account cannot be sold while the futures contract or option is outstanding, unless they are replaced with other suitable assets. As a result, there is a possibility that segregation of a large percentage of a Fund’s assets could impede portfolio management or a Fund’s ability to meet redemption requests or other current obligations.

          In addition to the foregoing requirements, the Board of Trustees has adopted an additional restriction on the use of futures contracts and options thereon, requiring that the aggregate market value of the futures contracts held by each of the Funds, except for California Tax Free Bond Fund, not exceed 50% of the market value of each of their total assets. Neither this restriction nor any policy with respect to the restrictions, would be changed by the Board of Trustees without considering the policies and concerns of the various federal and state regulatory agencies. (See “Investment Restrictions.”)

          Swaps and Related Swap Products. Each of the Funds may engage in swap transactions, including, but not limited to, interest rate, currency, securities index, basket, specific security and commodity swaps, interest rate caps, floors and collars and options on interest rate swaps (collectively defined as “swap transactions”).

          Each Fund may enter into swap transactions for any legal purpose consistent with its investment objective and policies, such as for the purpose of attempting to obtain or preserve a particular return or spread at a lower cost than obtaining that return or spread through purchases and/or sales of instruments in cash markets, to protect against currency fluctuations, as a duration management technique, to protect against any increase in the price of securities a Fund anticipates purchasing at a later date, or to gain exposure to certain markets in the most economical way possible. A Fund will not sell interest rate caps, floors or collars if it does not own securities with coupons which provide the interest that a Fund may be required to pay.

          Swap agreements are two-party contracts entered into primarily by institutional counterparties for periods ranging from a few weeks to several years. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) that would be earned or realized on specified notional investments or instruments. The gross returns to be exchanged or “swapped” between the parties are calculated by reference to a “notional amount,” i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency or commodity, or in a “basket” of securities representing a particular index. The purchaser of an interest rate cap or floor, upon payment of a fee, has the right to receive payments (and the seller of the cap or floor is obligated to make payments) to the extent a specified interest rate exceeds (in the case of a cap) or is less than (in the case of a floor) a specified level over a specified period of time or at specified dates. The purchaser of an interest rate collar, upon payment of a fee, has the right to receive payments (and the seller of the collar is obligated to make payments) to the extent that a specified interest rate falls outside an agreed upon range over a specified period of time or at specified dates. The purchaser of an option on an interest rate swap, upon payment of a fee (either at the time of purchase or in the form of higher payments or lower receipts within an interest rate swap transaction) has the right, but not the obligation, to initiate a new swap transaction of a pre-specified notional amount with pre-specified terms with the seller of the option as the counterparty.

          The “notional amount” of a swap transaction is the agreed upon basis for calculating the payments that the parties have agreed to exchange. For example, one swap counterparty may agree to pay a floating rate of interest (e.g., 3 month LIBOR) calculated based on a $10 million notional amount on a quarterly basis in exchange for receipt of payments calculated based on the same notional amount and a fixed rate of interest on a semi-annual basis. In the event a Fund is obligated to make payments more frequently than it receives payments from the other party, it will incur incremental credit exposure to that swap counterparty. This risk may be mitigated somewhat by the use of swap agreements which call for a net payment to be made by the party with the larger payment obligation when the obligations of the parties fall due on the same date. Under most swap agreements entered into by a Fund,

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payments by the parties will be exchanged on a “net basis”, and a Fund will receive or pay, as the case may be, only the net amount of the two payments.

          The amount of a Fund’s potential gain or loss on any swap transaction is not subject to any fixed limit. Nor is there any fixed limit on a Fund’s potential loss if it sells a cap or collar. If a Fund buys a cap, floor or collar, however, the Fund’s potential loss is limited to the amount of the fee that it has paid. When measured against the initial amount of cash required to initiate the transaction, which is typically zero in the case of most conventional swap transactions, swaps, caps, floors and collars tend to be more volatile than many other types of instruments.

          The use of swap transactions, caps, floors and collars involves investment techniques and risks that are different from those associated with portfolio security transactions. If the Adviser is incorrect in its forecasts of market values, interest rates, and other applicable factors, the investment performance of a Fund will be less favorable than if these techniques had not been used. These instruments are typically not traded on exchanges. Accordingly, there is a risk that the other party to certain of these instruments will not perform its obligations to a Fund or that a Fund may be unable to enter into offsetting positions to terminate its exposure or liquidate its position under certain of these instruments when it wishes to do so. Such occurrences could result in losses to a Fund.

          The Adviser will, however, consider such risks and will enter into swap and other derivatives transactions only when it believes that the risks are not unreasonable.

          Each Fund will maintain cash or liquid assets in a segregated account with its custodian in an amount sufficient at all times to cover its current obligations under its swap transactions, caps, floors and collars. If a Fund enters into a swap agreement on a net basis, it will segregate assets with a daily value at least equal to the excess, if any, of a Fund’s accrued obligations under the swap agreement over the accrued amount a Fund is entitled to receive under the agreement. If a Fund enters into a swap agreement on other than a net basis, or sells a cap, floor or collar, it will segregate assets with a daily value at least equal to the full amount of a Fund’s accrued obligations under the agreement.

          Each Fund will not enter into any swap transaction, cap, floor, or collar, unless the counterparty to the transaction is deemed creditworthy by the Adviser. If a counterparty defaults, a Fund may have contractual remedies pursuant to the agreements related to the transaction. The swap markets in which many types of swap transactions are traded have grown substantially in recent years, with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. As a result, the markets for certain types of swaps (e.g., interest rate swaps) have become relatively liquid. The markets for some types of caps, floors and collars are less liquid.

          The liquidity of swap transactions, caps, floors and collars will be as set forth in guidelines established by the Adviser and approved by the Trustees which are based on various factors, including (1) the availability of dealer quotations and the estimated transaction volume for the instrument, (2) the number of dealers and end users for the instrument in the marketplace, (3) the level of market making by dealers in the type of instrument, (4) the nature of the instrument (including any right of a party to terminate it on demand) and (5) the nature of the marketplace for trades (including the ability to assign or offset a Fund’s rights and obligations relating to the instrument). Such determination will govern whether the instrument will be deemed within the 15% restriction on investments in securities that are not readily marketable.

          During the term of a swap, cap, floor or collar, changes in the value of the instrument are recognized as unrealized gains or losses by marking to market to reflect the market value of the instrument. When the instrument is terminated, a Fund will record a realized gain or loss equal to the difference, if any, between the proceeds from (or cost of) the closing transaction and a Fund’s basis in the contract.

          The federal income tax treatment with respect to swap transactions, caps, floors, and collars may impose limitations on the extent to which a Fund may engage in such transactions.

          Credit Default Swaps. As described above, swap agreements are two party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In the case of a credit default swap (CDS), the contract gives one party (the buyer) the right to recoup the economic value of a

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decline in the value of debt securities of the reference issuer if the credit event (a downgrade or default) occurs. This value is obtained by delivering a debt security of the reference issuer to the party in return for a previously agreed payment from the other party (frequently, the par value of the debt security).

          Credit default swaps may require initial premium (discount) payments as well as periodic payments (receipts) related to the interest leg of the swap or to the default of a reference obligation. A Fund will segregate assets necessary to meet any accrued payment obligations when it is the buyer of CDS. In cases where a Fund is a seller of a CDS, if the CDS is physically settled, the Fund will be required to segregate the full notional amount of the CDS.

          If a Fund is a seller of a CDS contract, the Fund would be required to pay the par (or other agreed upon) value of a referenced debt obligation to the counterparty in the event of a default or other credit event by the reference issuer, such as a U.S. or foreign corporate issuer, with respect to debt obligations. In return, a Fund would receive from the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, a Fund would keep the stream of payments and would have no payment obligations. As the seller, a Fund would be subject to investment exposure on the notional amount of the swap.

          If a Fund is a buyer of a CDS contract, the Fund would have the right to deliver a referenced debt obligation and receive the par (or other agreed-upon) value of such debt obligation from the counterparty in the event of a default or other credit event (such as a credit downgrade) by the reference issuer, such as a U.S. or foreign corporation, with respect to its debt obligations. In return, the Fund would pay the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the counterparty would keep the stream of payments and would have no further obligations to the Fund.

          VThe use of CDSs, like all swap agreements, is subject to certain risks. If a counterparty’s creditworthiness declines, the value of the swap would likely decline. Moreover, there is no guarantee that a Fund could eliminate its exposure under an outstanding swap agreement by entering into an offsetting swap agreement with the same or another party.

Risk Management

          Each Fund may employ non-hedging risk management techniques. Examples of risk management strategies include synthetically altering the duration of its portfolio or the mix of securities in a portfolio. For example, if the Adviser wishes to extend maturities in a fixed income portfolio in order to take advantage of an anticipated decline in interest rates, but does not wish to purchase the underlying long-term securities, it might cause a Fund to purchase futures contracts on long-term debt securities. Similarly, if the Adviser wishes to decrease exposure to fixed income securities or purchase equities, it could cause the Fund to sell futures contracts on debt securities and purchase futures contracts on a stock index. Such non-hedging risk management techniques are not speculative, but because they involve leverage, include, as do all leveraged transactions, the possibility of losses as well as gains that are greater than if these techniques involved the purchase and sale of the securities themselves rather than their synthetic derivatives.

          Risks Associated with Derivative Securities and Contracts. The risks associated with a Fund’s transactions in derivative securities and contracts may include some or all of the following: market risk, leverage and volatility risk, correlation risk, credit risk, and liquidity and valuation risk.

          Market Risk. Investments in structured securities are subject to the market risks described above. Entering into a derivative contract involves a risk that the applicable market will move against a Fund’s position and that a Fund will incur a loss. For derivative contracts other than purchased options, this loss may substantially exceed the amount of the initial investment made or the premium received by a Fund.

          Leverage and Volatility Risk. Derivative instruments may sometimes increase or leverage a Fund’s exposure to a particular market risk. Leverage enhances the price volatility of derivative instruments held by a Fund. If a Fund enters into futures contracts, writes options or engages in certain foreign currency exchange transactions, it is required to maintain a segregated account consisting of cash or liquid assets, hold offsetting portfolio securities or

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cover written options which may partially offset the leverage inherent in these transactions. Segregation of a large percentage of assets could impede portfolio management or an investor’s ability to meet redemption requests.

          Correlation Risk. A Fund’s success in using derivative contracts to hedge portfolio assets depends on the degree of price correlation between the derivative contract and the hedged asset. Imperfect correlation may be caused by several factors, including temporary price disparities among the trading markets for the derivative contract, the assets underlying the derivative contract and a Fund’s assets.

          Credit Risk. Derivative securities and over-the-counter derivative contracts involve a risk that the issuer or counterparty will fail to perform its contractual obligations.

          Liquidity and Valuation Risk. Some derivative securities are not readily marketable or may become illiquid under adverse market conditions. In addition, during periods of extreme market volatility, a commodity exchange may suspend or limit trading in an exchange-traded derivative contract, which may make the contract temporarily illiquid and difficult to price. A Fund’s ability to terminate over-the counter derivative contracts may depend on the cooperation of the counterparties to such contracts. For thinly-traded derivative securities and contracts, the only source of price quotations may be the selling dealer or counterparty.

Special Factors Affecting Certain Funds

          The following information represents special considerations regarding investment in California and New York municipal obligations. This information provides only a brief summary of the risk factors associated with these state specific securities and does not purport to be a complete description and is based on information drawn from official statements available as of the date of this Statement of Additional Information. The accuracy and completeness of the information contained in such official statements has not been independently verified.

California Municipal Securities

          Under normal circumstances, the California Tax Free Bond Fund invests at least 80% of its total assets in municipal securities. For purposes of this policy, “California municipal bonds” has the same meaning as “California Municipal Securities,” which are obligations of any duration (or maturity) issued by California, its political subdivisions and their agencies, authorities and instrumentalities and any other obligations, the interest from which is exempt from California personal income tax. The interest from many but not all California Municipal Securities is also exempt from federal income tax. The California Tax Free Bond Fund may also invest in debt obligations of state and municipal issuers outside of California. In general, the interest on such securities is exempt from federal income tax but subject to California income tax. A portion of the Fund’s distributions from interest on California Municipal Securities and other municipal securities in which the California Tax Free Bond Fund invests may under certain circumstances be subject to federal alternative minimum tax. See “Distributions and Tax Matters.”

          Risk Factors Affecting California Municipal Securities. The California Tax Free Bond Fund intends to invest a high proportion of its assets in municipal obligations in California municipal securities. As a result, the Fund is subject to the risks associated with California municipal securities. Payment of interest and preservation of principal is dependent upon the continuing ability of California issuers and/or obligors of California Municipal Securities to meet their obligations thereunder.

          With a gross state product of approximately $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.

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          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, California’s economy has been improving. Modest job growth continued throughout 2005. California non-farm payroll employment was about 1.5 percent higher in the first 11 months. Of 2005 than in the first 11 months of 2004. California non-farm payroll employment is projected to be 1.3 percent higher in 2006 than in 2005. The unemployment rate in the state dropped from an average of 6.3 percent in the first 11 months of 2004 to 5.4 percent in the first 11 months of 2005. In 2004, the Bay Area began to gain jobs for the first time in almost four years. In 2005, the Bay Area’s job growth was at almost the same level as that in Southern California. According to the State, total personal income was up 6.2 percent from a year earlier in the first three quarters of 2005, slightly lower than its 6.6 percent growth in 2004.

          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 March 1, 2006 California’s outstanding debt totals approximately $47.8 billion. This outstanding debt includes $35.6 billion of outstanding state general obligation bonds and approximately $12.2 billion payable from other revenue sources, including $10.9 billion in ERBs. Fitch Ratings considers California’s debt levels to be “moderate” with respect to outstanding general obligation bonds.

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          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, the Budget Stabilization Account, 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. The 2006-07 Governor’s Budget proposes to transfer $920 million to the Budget Stabilization Account, of which $460 million will be used to retire ERBs.

          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.

          On January 10, 2006, the 2006-97 Governor’s Budget was released. It estimates the operating deficit for 2006-07 will be $6.3 billion. About $1.6 billion of this gap, however, is based on prepayments and scheduled payments from the General Fund to other funds and sources, which were used to balance earlier budgets, leaving what the Administration termed as an “effective operating deficit” of about $4.7 million. The 2006-07 proposed budget projects to end fiscal year 2006-07 with a $613 million total reserve. General Fund expenditures for fiscal year 2006-07 are projected at $97.9 billion, an increase of $7.6 billion, or 8.4 percent, compared twith revised estimates for 2005-06.

          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.

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          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 economy is expected to see continued, albeit slightly slower growth in 2006 and beyond. Growth in variable compensation and employment is expected to result in total wage growth of 6.1 percent for 2006, following an estimated increase of 5.1 percent for 2005. Personal income growth is projected to be 5.7 percent for 2006, following 5.1 percent for 2005. However, New York State employment growth is expected to drop slightly to 0.7 percent in 2006 from estimated growth of 0.9 percent in 2005.

          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 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. Higher energy prices, a weakening housing market, rising interest rates and lower corporate earnings have the potential to reduce State revenues. 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.New York City ended Fiscal Year 2004 with a substantial budget surplus that was used in balancing the Fiscal Year 2005 budget. Real Gross City Product grew 3.3 percent in 2005 compared with 2.4 percent in 2004. Factors contributing to the City’s growth were a stronger job market, higher wages, Wall Street profits and a surge in tourism. 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. The Fiscal Year 2006 financial situation has improved steadily since budget adoption, primarily because the financial and housing markets performed better than originally expected. The City of New York Comptroller has stated that the Preliminary Budget for Fiscal Year 2007 will lead to large budget gaps in Fiscal Years 2008-2010 because the City is relying on large non-recurring resources to balance the Fiscal Year 2006 budget.

          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. The 2005-06 Budget relies upon a total increase in outstanding

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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. It is estimated that the State will have a $2 billion surplus by the end of the 2005-06 fiscal year, easing fiscal challenges it has faced over the last several years.

          On January 17, 2006, the governor presented his 2006-07 Budget to the State legislature. The proposed 2006-07 Budget would increase General Fund spending by 19.4 percent, while increasing receipts by 7.3 percent. However, it is predicated on an ever-increasing level of nonrecurring resources—using one-time resources to pay for ongoing costs, bringing the two-year total of non-recurring resources to $5.5 billion. The Office of the State Comptroller believes this practice along with large tax cuts will cause enormous pressure on the State’s Financial Plan and add to the State’s recurring structural deficit.

          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 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-. In December, 2005, Moody’s raised the State’s general obligation bonds rating to Aa3/Stable. As of May 1, 2006, Moody’s rated New York City’s outstanding general obligation bonds A1, 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 2006-07 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.

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Portfolio Turnover

          A portfolio turnover rate is, in summary, the percentage computed by dividing the lesser of a Fund’s purchases or sales of securities (excluding short-term securities) by the average market value of the Fund. The Adviser intends to manage each Fund’s assets by buying and selling securities to help attain its investment objective. The table below sets forth the Funds’ portfolio turnover rates for the last two fiscal years, but portfolio turnover may vary greatly from year to year as well as within a particular year. A rate of 100% indicates that the equivalent of all of a Fund’s assets have been sold and reinvested in a year. High portfolio turnover may affect the amount, timing and character of distributions, and, as a result, may increase the amount of taxes payable by shareholders. Higher portfolio turnover also results in higher transaction costs. . To the extent that net short term capital gains are realized by a Fund, any distributions resulting from such gains are considered ordinary income for federal income tax purposes. See “Distributions and Tax Matters” below.

	Fiscal Year Ended 8/31/05		Fiscal Year Ended 2/28/06
California Tax Free Bond Fund	40	%	4	%
Intermediate Tax Free Bond Fund	28	%	6	%
New York Tax Free Bond Fund	25	%	5	%

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, as such term is defined in “Additional Information.” 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 resulting from any cause other than actions by a Fund will not be considered a violation. The investment restrictions described below which are not fundamental policies of the Funds may be changed by the Trustees of the Funds without shareholder approval.

          For purposes of fundamental investment restrictions regarding industry concentration, the Adviser may classify issuers by industry in accordance with classifications set forth in the Directory of Companies Filing Annual Reports with the SEC or other sources. In the absence of such classification or if JPMIM determines in good faith based on its own information that the economic characteristics affecting a particular issuer make it more appropriately considered to be engaged in a different industry, JPMIM may classify an issuer accordingly. For instance, personal credit finance companies and business credit finance companies are deemed to be separate industries and wholly owned finance companies may be considered to be in the industry of their parents if their activities are primarily related to financing the activities of their parents.

          Except for the investment policies designated as fundamental in the Prospectuses or herein, the Funds’ investment policies (including their investment objectives) are not fundamental.

          In addition, each Fund has an 80% investment policy which may be changed by the Board of Trustees without shareholder approval. However, each Fund will provide shareholders with written notice at least 60 days prior to a change in its 80% investment policy.

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Fundamental Investment Restrictions

(1) (a) The California Tax Free Bond Fund may not purchase any security which would cause the Fund to concentrate its investments in the securities of issuers primarily engaged in any particular industry except as permitted by the SEC;

      (b) The Intermediate Tax Free Bond Fund and the New York Tax Free Bond Fund 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, with respect to a Fund’s permissible futures and options transactions in U.S. government securities, positions in options and futures shall not be subject to this restriction;

(2) (a) The California Tax Free Bond Fund may not issue senior securities, except as permitted under the 1940 Act or any rule, order or interpretation thereunder;

      (b) The Intermediate Tax Free Bond Fund and the New York Tax Free Bond Fund may not issue any senior security (as defined in the 1940 Act), except that (i) 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; (ii) 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 (iii) 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;

(3) The California Tax Free Bond Fund, Intermediate Tax Free Bond Fund and the New York Tax Free Bond Fund may not borrow money, except to the extent permitted by applicable law;

(4) The Funds may not underwrite securities of other issuers, except to the extent that the Fund, in disposing of portfolio securities, may be deemed an underwriter within the meaning of the 1933 Act;

(5) (a) The California Tax Free Bond Fund may not purchase or sell real estate, except that, to the extent permitted by applicable law, the Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, (b) invest in securities or other instruments issued by issuers that invest in real estate and (c) may make direct investments in mortgages;

      (b) The Intermediate Tax Free Bond Fund and the New York Tax Free Bond Fund 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) (a) The California Tax Free Bond Fund may not purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent the Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities;

      (b) The Intermediate Tax Free Bond Fund and the New York Tax Free Bond Fund 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;

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(7)     The Funds may make loans to other persons, in accordance with the Fund’s investment objective and policies and to the extent permitted by applicable law; and

(8)     All of the Funds have an 80% investment policy which is fundamental and may not be changed without shareholder approval.

          In addition, as a matter of fundamental policy, notwithstanding any other investment policy or restriction, each of the Intermediate Tax Free Bond Fund and the New York Tax Free Bond 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 (5)(b) above, real estate includes Real Estate Limited Partnerships. For purposes of investment restriction (1)(b) 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 (1)(b) 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 an “industry.” Supranational organizations are collectively considered to be members of any “industry.”

Non-Fundamental Investment Restrictions

          The investment restrictions described below are not fundamental policies of the Funds and may be changed by the Trustees of the Funds without shareholder approval. These non-fundamental investment policies require that:

          (1) The Funds may not acquire any illiquid securities, such as repurchase agreements with more than seven days to maturity or fixed time deposits with a duration of over seven calendar days, if as a result thereof, more than 15% of the market value of the Fund’s net assets would be in investments which are illiquid;

          (2) The Funds may not purchase securities on margin, make short sales of securities, or maintain a short position, provided that this restriction shall not be deemed to be applicable to the purchase or sale of when-issued or delayed delivery securities, or to short sales that are covered in accordance with SEC rules;

          (3) The Funds may not acquire securities of other investment companies, except as permitted by the 1940 Act or any order pursuant thereto;

          (4) The Intermediate Tax Free Bond Fund and the New York Tax Free Bond Fund may not, with respect to 50% of its assets, hold more than 10% of the outstanding voting securities of any issuer;

          (5) The Intermediate Tax Free Bond Fund and the New York Tax Free Bond Fund may not purchase or sell interests in oil, gas or mineral leases;

          (6) The Intermediate Tax Free Bond Fund and the New York Tax Free Bond 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.

          (7) The Funds 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 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.

          There will be no violation of any investment restriction if that restriction is complied with at the time the relevant action is taken notwithstanding a later change in market value of an investment, in net or total assets, in the

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securities rating of the investment, or any other later change. 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.

MANAGEMENT OF THE TRUST

          The names of the Trustees of the Trust, 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 245 Park Avenue, New York, NY 10167.

Name (Year of Birth); Positions With the Trust (Since)	Principal Occupations During Past 5 Years	Number of Portfolios 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; CFO and Consultant, EduNeering, Inc. (internet business education supplier) (2000-2001); Vice President & Treasurer of Ingersoll-Rand Company (manufacturer of industrial equipment) (1972-2000).	123	None.
Roland R. Eppley, Jr. (1932); Trustee of Trust since 2005; Trustee of heritage JPMorgan Funds since 1989.	Retired; President & Chief Executive Officer, Eastern States Bankcard (1971-1988).	123	None.
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).	122*	Director, Cardinal Health, Inc. (CAH) (1994-present); Chairman, the Columbus Association of the Performing Arts (CAPA) (2003-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).	123	Director, Albert Einstein School of Medicine (1998-present); Director, New Plan Excel Realty Trust, Inc. (real estate investment trust) (2000-present); Director, 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).	123	None.

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Name (Year of Birth); Positions With the Trust (Since)	Principal Occupations During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee(1)	Other Directorships Held Outside Fund Complex
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).	122*	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).	122*	Trustee, Mather LifeWays (1994-present); Trustee, 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).	123	Director, Radio Shack Corporation (electronics) (1987-present); Director, The National Football Foundation and College Hall of Fame (1994-present); Trustee, Stratton Mountain School (2001-present).
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).	122*	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).	123	Trustee, Morgan Stanley Funds (198 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); Chief Investment Officer, Wabash College (2004-present); self-employed consultant (January 2000 to present); Director of Investments, Eli Lilly and Company (1988-1999).	122*	Director, AMS Group (2001-present); Trustee, Wabash College Indianapolis (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).	123	None.

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Name (Year of Birth); Positions With the Trust (Since)	Principal Occupations During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee(1)	Other Directorships Held Outside Fund Complex
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 (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).	123	Director, Glenview Trust Company, LLC (2001-present); Trustee, St. Catherine College (1998-present); Trustee, Bellarmine University (2000-present); Director, Springfield-Washington County Economic Development Authority (1997-present); Trustee, Marion and Washington County, Kentucky Airport Board (1998-present); Trustee, Catholic Education Foundation (2005-present).

(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 which the Board of Trustees currently oversees includes nine registered investment companies (123 funds).
*	This Trustee does not oversee the UM Investment Trust II which is the registered investment company for the Undiscovered Managers Spinnaker Fund, and therefore currently oversees eight registered investment companies (122 funds).
**	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

          The Board of Trustees currently has four standing committees: the Audit, Compliance, Governance and Investment Committees.

          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 registered public accounting firm; (vii) assist the Board in its oversight of the valuation of the Funds’ securities by the Adviser, as well as any sub-adviser; and (viii) to act as a liaison between the Funds’ independent registered public accounting firm and the full Board. At a meeting of 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 the 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 February 19, 2005, and, prior to that time, the predecessor Audit Committee of

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the Trust was comprised of all the members of the Board. The Audit Committee or the predecessor Audit Committee met eight times during the fiscal year ended February 28, 2006.

          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 Valuation and Compliance Committee are to (i) assist the Board in its oversight of the valuation of the Funds’ securities by the Adviser, as well as any sub-adviser; and (ii) consider the appointment, compensation and removal of the Funds’ Chief Compliance Officer. The Compliance Committee was formed on February 19, 2005 and the Compliance Committee or its predecessor Valuation and Compliance Committee met five times during the fiscal year ended February 28, 2006.

          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 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’ independent registered public accounting firm). When evaluating a person as a potential nominee to serve as an Independent Trustee, the Governance Committee may consider, among other factors, (i) whether or not the person is “independent” and whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee; (ii) whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of an Independent Trustee; (iii) the contribution that the person can make to the Board and the 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 was formed effective February 19, 2005 and met six times during the fiscal year ended February 28, 2006.

          Each member of the Board, except Mr. Reid, 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 Fixed Income 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 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 was formed effective February 19, 2005 and met six times during the fiscal year ended February 28, 2006.

Ownership of Securities

          As of December 31, 2005, each of the Trustees beneficially owned shares of certain Funds of the Trust in the amounts shown below:

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Name of Trustee	Ownership of California Tax Free Bond Fund	Ownership of Intermediate Tax Free Bond Fund	Ownership of New York Tax Free Bond Fund
Independent Trustees
William J. Armstrong
Roland R. Eppley, Jr.
John F. Finn(3)
Dr. Matthew Goldstein
Robert J. Higgins
Peter C. Marshall(3)
Marilyn McCoy(3)
William G. Morton, Jr.
Robert A. Oden, Jr.(3)
Fergus Reid, III
Frederick W. Ruebeck(3)
James J. Schonbachler
Interested Trustee
Leonard M. Spalding, Jr.

Name of Trustee	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by the Trustee in the Family of Investment Companies(1)(2)
Independent Trustees
William J. Armstrong	Over $100,000
Roland R. Eppley, Jr.	Over $100,000
John F. Finn(3)	Over $100,000
Dr. Matthew Goldstein	$50,001-$100,000
Robert J. Higgins	None
Peter C. Marshall(3)	Over $100,000
Marilyn McCoy(3)	Over $100,000
William G. Morton, Jr.	None
Robert A. Oden, Jr.(3)	Over $100,000
Fergus Reid, III	Over $100,000
Frederick W. Ruebeck(3)	Over $100,000
James J. Schonbachler	$50,001-$100,000
Interested Trustee
Leonard M. Spalding, Jr.	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 (123 funds).
(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, 2005. 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, 2005.
(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 currently oversees eight registered investment companies (122 funds).

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          As of December 31, 2005, none of the independent Trustees or their immediate family members owned securities of the Adviser or JPMDS or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Adviser or JPMDS.

Trustee Compensation

          Prior to February 19, 2005, the former JPMorgan Funds paid each Trustee of the heritage 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 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 JPMorgan Funds 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 Funds pay 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 each of the Funds and the JPMorgan Funds Complex for the calendar year ended December 31, 2005, are set forth below:

Aggregate Trustee Compensation Paid by the Funds

Name of Trustee Independent Trustees	California Tax Free Bond Fund	Intermediate Tax Free Bond Fund	New York Tax Free Bond Fund	Total Compensation Paid from the Fund Complex(1)
William J. Armstrong	127	2057	680	204,417
Roland R. Eppley, Jr.	97	1583	522	157,417
John F. Finn	83	1609	448	0^
Dr. Matthew Goldstein	111	1804	593	179,833
Robert J. Higgins	111	1804	593	179,833
Peter C. Marshall	109	2094	586	229,333
Marilyn McCoy	101	1904	541	0^^
William G. Morton, Jr.	97	1582	522	157,417
Robert A. Oden, Jr.	80	1547	431	137,250^^^
Fergus Reid, III	192	3109	1028	309,000
Frederick W. Ruebeck	92	1751	496	190,500
James J. Schonbachler	97	1582	522	157,417

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Name of Trustee Independent Trustees	California Tax Free Bond Fund	Intermediate Tax Free Bond Fund	New York Tax Free Bond Fund	Total Compensation Paid from the Fund Complex(1)
Interested Trustee
Leonard M. Spalding, Jr.	127	2057	680	204,417

^	Does not include $176,250 of deferred compensation.
^^	Does not include $207,083 of deferred compensation.
^^^	Does not include $32,500 of deferred compensation.
(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 currently serves includes nine registered investment companies (123 portfolios).

          The Trustees instituted a Deferred Compensation Plan for Eligible Trustees (the “Deferred Compensation Plan”) pursuant to which the Trustees are permitted to defer part or all of their compensation. Amounts deferred are deemed invested in shares of one or more series of the JPMorgan Trust I, JPMorgan Trust II, Undiscovered Managers Funds, J.P. Morgan Mutual Fund Group, J.P. Morgan Fleming Mutual Fund Group, Inc. and the J.P. Morgan Mutual Fund Investment Trust, as selected by the Trustee from time to time, to be used to measure the performance of a Trustee’s deferred compensation account. Amounts deferred under the Deferred Compensation Plan will be deemed to be invested in Select Class Shares of the identified funds, unless Select Class Shares are not available, in which case the amounts will be deemed to be invested in Class A Shares. 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 Deferred Compensation Plan (e.g., death of a Trustee). Deferral and payment elections under the Deferred Compensation Plan are subject to strict requirements for modification. Messrs. Finn, Oden, Eppley and Spalding are the only Trustees who currently are deferring compensation under the Deferred Compensation Plan. Other Trustees have accounts under the Deferred Compensation Plan representing amounts deferred under the Deferred Compensation Plan or predecessor plans in prior years.

OFFICERS

          The Trust’s executive officers (listed below) are generally employees of the Adviser or one of its affiliates. The officers conduct and supervise the business operations of the Trust. The officers hold office until a successor has been elected and duly qualified. The Trust has no employees.

          The names of the officers of the Trust, together with their year of birth, information regarding their positions held with the Trust and principal occupations are shown below. The contact address for each of the officers, unless otherwise noted, is 245 Park Avenue, New York, NY 10167.

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.

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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 to 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 an attorney with various titles for JPMorgan 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 to 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.

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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.
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 June 1, 2006, 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 consistent with the applicable fund’s policy with respect to frequent trading as described 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 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 described in the applicable Fund’s Prospectuses or SAI or effecting or facilitating a mutual fund transaction to engage in market timing.

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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, Middle East, Africa, Central America and South America (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 appointeda 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.

          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,

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	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 most recent 12-month period ended June 30 are on file with the SEC and are available on the JPMorgan Funds’ website at www.jpmorganfunds.com. and on the SEC website at www.sec.gov.

PORTFOLIO HOLDINGS DISCLOSURE

          As described in the Prospectuses and pursuant to the Funds’ Portfolio Holdings Disclosure Policy, no sooner than 30 days after month end, a Fund will make available to the public, upon request to JPMorgan Funds Services (1-800-480-4111), a complete, uncertified schedule of its portfolio holdings as of the last day of that prior month.

          The Funds’ 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 monthly or quarterly basis, to (i) third party service providers, rating and ranking agencies, financial intermediaries, and affiliated persons of the Funds and (ii) clients of the Adviser or its affiliates that invest in the Funds or such clients’ consultants. No compensation or other consideration is received by the Funds or the Adviser, or any other person for these disclosures. A list of the entities that receive the Funds’ portfolio holdings information on such basis and the frequency with which it is provided to them is provided below:

Moody’s Investor Service	Monthly	30 days after month end
Vicker’s Stock Research Corp.	Monthly	30 days after month end
Standard & Poor’s	Monthly	30 days after month end
MorningStar Inc.	Monthly	30 days after month end
Lipper, Inc.	Monthly	30 days after month end
Thomson Financial	Monthly	30 days after month end
Bloomberg LP	Monthly	30 days after month end

          In addition, certain service providers to the Funds or the Adviser, Administrator, Shareholder Servicing Agent or Distributor may for legitimate business purposes receive the Funds’ portfolio holdings information earlier than 30

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days after month end, such as sub-advisers, rating and ranking agencies, pricing services, proxy voting service providers, accountants, attorneys, custodians, securities lending agents, brokers in connection with Fund transactions and in providing pricing quotations and transfer agents and entities providing CDSC financing (released weekly one day after trade date). These service providers include the following: The Bank of New York Company, Inc.; Bowne & Co., Inc.; Dechert LLP; R.R. Donnelley & Sons Company; FT Interactive Data; Institutional Shareholder Services, Inc.; J.J. Kenny; Morgan Stanley & Co., Incorporated (Prime Broker for the Multi-Cap Market Neutral Fund). Other service providers (e.g., the Fund’s administrator) are identified elsewhere in the registration statement. In addition, when a Fund redeems a shareholder in kind, the shareholder generally receives its proportionate share of the Fund’s portfolio holdings and, therefore, the shareholder and its agent may receive such information earlier than 30 days after month end. 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 the Funds’ 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 the Funds’ shareholders on the one hand and the Funds’ Adviser or any affiliated person of the Funds or such entities on the other hand by creating a structured review and approval process which seeks to ensure that disclosure of information about the Funds’ portfolio securities is in the best interests of the Funds’ 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’s website at www.sec.gov.

          Each Fund’s top ten holdings are posted on the Funds’ website at www.jpmorganfunds.com no sooner then 15 days after the end of each month. One day 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. In addition to information on portfolio holdings, other fund statistical information may be found on the Funds’ website at www.jpmorganfunds.com.

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 JPMorgan Asset Management Holdings Inc. (formerly 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 245 Park Avenue, New York, NY 10167.

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          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.

          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. Subsequently, in August 2005, the Board of Trustees approved an amended and restated Advisory Agreement between the Trust and the Adviser.

          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 that were series of JPMMFST. 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):

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	Fiscal Year Ended 8/31/04				Fiscal Year Ended 8/31/05					Fiscal Year Ended 2/28/06
	Paid/ Accrued		Waived		Paid/ Accrued		Waived			Paid/ Accrued		Waived
California Tax Free Bond Fund	$	408	$	—	$	368	$	(73	)	$	191	$	(114	)
Intermediate Tax Free Bond Fund		4,654		—		5,267		—			3,145		—
						1,969		1,969
New York Tax Free Bond Fund		2,173		—		1,969		—			965		—

          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.

PORTFOLIO MANAGER’S OTHER ACCOUNTS MANAGED

          The following table shows information regarding all of the other accounts managed by each portfolio manager as of February 28, 2006 (amounts in thousands):

	Non-Performance Based Fee Advisory Accounts
	Registered Investment Companies				Other Pooled Investment Vehicles				Other Accounts
	Number of Accounts		Total Assets ($millions)		Number of Accounts		Total Assets ($millions)		Number of Accounts		Total Assets ($millions)
California Tax Free Bond Fund
David Sivinski		10		5,608.00		0		0		15		389.00
Anne M. Valladolid		0		0		0		0		195		3,660.00
Intermediate Tax Free Bond Fund
Richard Taormina		4		2,829.00		0		0		5		122.00
David Sivinski		10		3,091.00		0		0		15		389.00
New York Tax Free Bond Fund
David Sivinski		10		4,998.00		0		0		15		389.00
Kevin M. Ellis		2		438.00		0		0		149		4,230.00

          The following table shows information on the other accounts managed by each portfolio manager that have advisory fees wholly or partly based on performance as of February 28, 2006.

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	Performance Based Fee Advisory Accounts
	Registered Investment Companies				Other Pooled Investment Vehicles				Other Accounts
	Number of Accounts		Total Assets ($millions)		Number of Accounts		Total Assets ($millions)		Number of Accounts		Total Assets ($millions)
California Tax Free Bond Fund
David Sivinski		0		0		0		0		0		0
Anne M. Valladolid		0		0		0		0		0		0
Intermediate Tax Free Bond Fund
Richard Taormina		0		0		0		0		0		0
David Sivinski		0		0		0		0		0		0
New York Tax Free Bond Fund
David Sivinski		0		0		0		0		0		0
Kevin M. Ellis		0		0		0		0		0		0

POTENTIAL CONFLICT OF INTEREST

          The chart above shows the number, type and market value as of February 28, 2006 of the accounts that are managed by the Funds’ portfolio managers. The potential for conflicts of interest exists when portfolio managers manage other accounts with similar investment objectives and strategies as the Funds (“Similar Accounts”). Potential conflicts may include, for example, conflicts between investment strategies and conflicts in the allocation of investment opportunities.

          Responsibility for managing JPMIM’s and its affiliates clients’ portfolios is organized according to investment strategies within asset classes. Generally, client portfolios with similar strategies are managed by portfolio managers in the same portfolio management group using the same objectives, approach and philosophy. Underlying sectors or strategy allocations within a larger portfolio are likewise managed by portfolio managers who use the same approach and philosophy as similarly managed portfolios. Therefore, portfolio holdings, relative position sizes and industry and sector exposures tend to be similar across similar portfolios and strategies, which minimizes the potential for conflicts of interest.

          JPMIM and/or its affiliates may receive more compensation with respect to certain Similar Accounts than that received with respect to the Funds or may receive compensation based in part on the performance of certain Similar Accounts. This may create a potential conflict of interest for JPMIM and its affiliates or the portfolio managers by providing an incentive to favor these Similar Accounts when, for example, placing securities transactions. In addition, JPMIM or its affiliates could be viewed as having a conflict of interest to the extent that JPMIM or an affiliate has a proprietary investment in Similar Accounts, the portfolio managers have personal investments in Similar Accounts or the Similar Accounts are investment options in JPMIM’s or its affiliates’ employee benefit plans. Potential conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of investment opportunities because of market factors or investment restrictions imposed upon JPMIM and its affiliates by law, regulation, contract or internal policies. Allocations of aggregated trades, particularly trade orders that were only partially completed due to limited availability, and allocation of investment opportunities generally, could raise a potential conflict of interest, as JPMIM or its affiliates may have an incentive to allocate securities that are expected to increase in value to favored accounts. Initial public offerings, in particular, are frequently of very limited availability. JPMIM and its affiliates may be perceived as causing accounts they manage to participate in an offering to increase JPMIM’s and its affiliates’ overall allocation of securities in that offering. A potential conflict of interest also may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by another account, or when a sale in one account lowers the sale price received in a sale by a second account. If JPMIM or its affiliates manage accounts that engage in short sales of securities of the type in which the Fund invests, JPMIM or its affiliates could be seen as harming the performance of the Fund for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall.

          As an internal policy matter, the Adviser may from time to time maintain certain overall investment limitations on the securities positions or positions in other financial instruments the Adviser or its affiliates will take on behalf of its various clients due to, among other things, liquidity concerns and regulatory restrictions. It should be recognized that such policies may preclude a Fund from purchasing particular securities or financial instruments, even if such securities or financial instruments would otherwise meet the Fund’s objectives.

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          JPMIM and/or its affiliates serves as advisor to the Funds, to the JPMorgan SmartRetirement Funds (collectively, the “JPMorgan SmartRetirement Funds”) and to the JPMorgan Investor Funds (collectively, the “Investor Funds”). The JPMorgan SmartRetirement Funds and the Investor Funds may invest in shares of the Funds (other than the JPMorgan SmartRetirement Funds and the Investor Funds). Because JPMIM and/or its affiliates is the adviser to the Funds and it or its affiliates is adviser to the JPMorgan SmartRetirement Funds and the Investor Funds, it may be subject to certain potential conflicts of interest when allocating the assets of the JPMorgan SmartRetirement Funds and the Investor Funds among the Funds. Purchases and redemptions of Fund shares by a JPMorgan SmartRetirement Fund or an Investor Fund due to reallocations or rebalancings may result in a Fund having to sell securities or invest cash when it otherwise would not do so. Such transactions could accelerate the realization of taxable income if sales of securities resulted in gains and could also increase a Fund’s transaction costs. Large redemptions by a JPMorgan SmartRetirement Fund or an Investor Fund may cause a Fund’s expense ratio to increase due to a resulting smaller asset base. In addition, the portfolio managers of the JPMorgan SmartRetirement Funds and the Investor Funds may have access to the holdings of some of the Funds as well as knowledge of and a potential impact on investment strategies and techniques of the Funds.

          The goal of JPMIM and/or its affiliates is to meet their fiduciary obligation with respect to all clients. JPMIM and its affiliates have policies and procedures designed to manage the conflicts. JPMIM and its affiliates monitor a variety of areas, including compliance with fund guidelines, review of allocation decisions and compliance with the Advisers’ Codes of Ethics and JPMorgan Chase & Co.’s Code of Conduct. With respect to the allocation of investment opportunities, JPMIM and its affiliates also have certain policies designed to achieve fair and equitable allocation of investment opportunities among its clients over time. For example:

          Orders for the same equity security traded through a single trading desk or system are aggregated on a continual basis throughout each trading day consistent with JPMIM’s and its affiliates’ duty of best execution for its clients. If aggregated trades are fully executed, accounts participating in the trade will be allocated their pro-rata share on an average price basis. Partially completed orders generally will be allocated among the participating accounts on a pro-rata average price basis, subject to certain limited exceptions. For example, accounts that would receive a de minimis allocation relative to their size may be excluded from the order. Another exception may occur when thin markets or price volatility require that an aggregated order be completed in multiple executions over several days. If partial completion of the order would result in an uneconomic allocation to an account due to fixed transaction or custody costs, JPMIM and its affiliates may exclude small orders until 50% of the total order is completed. Then the small orders will be executed. Following this procedure, small orders will lag in the early execution of the order, but will be completed before completion of the total order.

          Purchases of money market instruments and fixed income securities cannot always be allocated pro-rata across the accounts with the same investment strategy and objective. However, JPMIM and its affiliates attempt to mitigate any potential unfairness by basing non-pro-rata allocations traded through a single trading desk or system upon an objective predetermined criteria for the selection of investments and a disciplined process for allocating securities with similar duration, credit quality and liquidity in the good faith judgment of JPMIM or its affiliates so that fair and equitable allocation will occur over time.

PORTFOLIO MANAGER COMPENSATION

          JPMIM’s portfolio managers participate in a competitive compensation program that is designed to attract and retain outstanding people and closely link the performance of investment professionals to client investment objectives. The total compensation program includes a base salary fixed from year to year and a variable performance bonus consisting of cash incentives and restricted stock and may include mandatory notional investments in selected mutual funds advised by JPMIM or its affiliates. These elements reflect individual performance and the performance of JPMIM’s business as a whole.

          Each portfolio manager’s performance is formally evaluated annually based on a variety of factors including the aggregate size and blended performance of the portfolios such portfolio manager manages. Individual contribution relative to client goals carries the highest impact. Portfolio manager compensation is primarily driven by meeting or exceeding clients’ risk and return objectives, relative performance to competitors or competitive indices and compliance with firm policies and regulatory requirements. In evaluating each portfolio manager’s

44

performance with respect to the mutual funds he or she manages, the Funds’ pre-tax performance is compared to the appropriate market peer group and to each Fund’s benchmark index listed in the Fund’s prospectus over one, three and five year periods (or such shorter time as the portfolio manager has managed the Fund). Investment performance is generally more heavily weighted to the long-term.

          Awards of restricted stock are granted as part of an employee’s annual performance bonus and comprise from 0% to 35% of a portfolio manager’s total bonus. As the level of incentive compensation increases, the percentage of compensation awarded in restricted stock also increases. Up to 50% of the restricted stock portion of a portfolio manager’s bonus may instead be subject to a mandatory notional investment in selected mutual funds advised by JPMIM or its affiliates. When these awards vest over time, the portfolio manager receives cash equal to the market value of the notional investment in the selected mutual funds.

OWNERSHIP OF SECURITIES

		Dollar Range of Shares in the Fund
Fund	Name	None	$1 - $10,000	$10,001 -$50,000	$50,001 - $100,000	over $100,000
California Tax Free Bond Fund	David Sivinski	X
	Anne M. Valladolid	X
Intermediate Tax Free Bond Fund	Richard Taormina	X
	David Sivinski	X
New York Tax Free Bond Fund	David Sivinski	X
	Kevin M. Ellis	X

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 performs or supervises 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. Through June 30, 2005, the Administrator paid a portion of the fees it received to BISYS Fund Services, L.P. for its services as each Fund’s sub-administrator. Beginning July 1, 2005, the Administrator hired J.P. Morgan Investor Services, Inc. (“JPMIS”) as each Fund’s sub-administrator. JPMIS receives a portion of the fees received by JPMFM for the services that it provides to the Funds.

          Unless sooner terminated, the Administration Agreement will continue in effect through October 31, 2006. If not terminated, the Administration Agreement will continue thereafter 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

45

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.

          In consideration of the services to be provided by JPMFM pursuant to the Administration Agreement, JPMFM receives from each Fund a pro-rata portion of a fee computed daily and paid monthly at an annual rate equal to 0.15% of the first $25 billion of average daily net assets of all funds in the JPMorgan Funds Complex (excluding the JPMorgan Investor Funds and the series of JPMorgan Funds Complex that operate as money market funds (“Money Market Funds”)) and 0.075% of average daily net assets of the funds in the JPMorgan Funds Complex (excluding the funds of funds and the Money Market Funds) over $25 billion of such assets. For purposes of this paragraph, the “JPMorgan Funds Complex” includes most of the open-end investment companies in the JPMorgan Funds Complex, including 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 Trusts, on behalf of the Predecessor Funds, and a predecessor of JPMorgan Chase Bank (the “Predecessor 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 Predecessor 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 0.15% of the first $25 billion of the average daily net assets of all non-money market funds in the JPMorgan Funds Complex and 0.075% of the average daily net assets over $25 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					Fiscal Year Ended					Fiscal Year Ended
	8/31/04					8/31/05					2/28/061
	Paid/ Accrued		Waived			Paid/ Accrued		Waiver			Paid/ Accrued		Waiver
California Tax Free Bond Fund	$	204	$	(157	)	$	157	$	(76	)	$	67	$	(12	)
Intermediate Tax Free Bond Fund		2,327		(1,108	)		2,178		(481	)		1,094		(110	)
New York Tax Free Bond Fund		1,087		(52	)		838		(32	)		336		—

1. Includes amounts paid to JPMDS for the period from August 31, 2005 through February 28, 2006.

DISTRIBUTOR

          Effective February 19, 2005, JPMorgan Distribution Services, Inc. (formerly known as One Group Dealer Services, Inc.) (“JPMDS”), 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 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, 2006 and will continue thereafter for successive one-year terms if approved at least annually by: (a) the vote of a majority of those members of the Board of Trustees who are not parties to the Distribution

46

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 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 to the principal underwriter, JPMDS, for the period from August 31, 2005 until February 28, 2006.

Fund	Net Underwriting Discounts and Commissions		Compensation on Redemptions and Repurchases		Brokerage Commissions		Other Compensation
California Tax Free Bond Fund		377.99		—		—		14,481.72
Intermediate Tax Free Bond Fund		5,547.34		17,547.50		—		80,399.96
New York Tax Free Bond Fund		4,812.16		35,772.27		—		46,366.08

          The aggregate amount of underwriting commissions retained by JPMDS for the fiscal year ended February 28, 2006 was $10,737.49.

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 Class A, Class B and Class C Shares of the applicable Funds, 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 below.

          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) 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

47

investors, shareholders and financial intermediaries; (vi) commissions, incentive compensation, finder’s 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.

          Class A Shares of the Funds pay a Distribution Fee of 0.25% of average daily net assets and Class B and Class C Shares of the Funds pay a Distribution Fee of 0.75% of average daily net assets. JPMDS currently expects to pay sales commissions to a dealer at the time of sale of Class B and Class C Shares of the Funds of up to 4.00% and 1.00%, respectively, of the purchase price of the shares sold by such dealer. JPMDS will use its own funds (which may be borrowed or otherwise financed) to pay such amounts. Because JPMDS will receive a maximum Distribution Fee of 0.75% of average daily net assets with respect to Class B and Class C Shares of the Funds, it will take JPMDS several years to recoup the sales commissions paid to dealers and other sales expenses.

          No class of shares of a Fund will make payments or be liable for any distribution expenses incurred by other classes of shares of any 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 0.25% annualized of the average daily net asset value of Class A Shares or 0.75% annualized of the average daily net asset value of Class B and Class C Shares maintained in a Fund by such broker-dealers’ customers. Trail or maintenance commissions on Class A Shares will be paid to broker-dealers immediately. Trail or maintenance commissions on Class B and Class C Shares will be paid to broker-dealers beginning in the 13th month following the purchase of such shares. Since the Distribution Fee is 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. 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). With respect to Class B and Class C Shares of the Funds, because of the 0.75% annual limitation on the compensation paid to JPMDS during a fiscal year, compensation relating to a large portion of the commissions attributable to sales of Class B or Class C Shares in any one year will be accrued and paid by a Fund to JPMDS in fiscal years subsequent thereto. However, the shares are not liable for any distribution expenses incurred in excess of the Distribution Fee paid. In determining whether to purchase Class B or Class C Shares of the Funds, investors should consider that compensation payment could continue until JPMDS has been fully reimbursed for the commissions paid on sales of the Class B and Class C Shares.

          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 therefore) 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 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

48

of the outstanding voting shares of the class of shares 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 Trusts 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 2/28/06							Fiscal Year Ended 2/28/06						Fiscal Year Ended 2/28/06
	Class A							Class B						Class C
	Paid/ Accrued			Waived				Paid/ Accrued			Waived			Paid/ Accrued			Waived
California Tax Free Bond Fund		$	17		$	(4	)		$	—		$	—		$	1		$	(0	) ^
Intermediate Tax Free Bond Fund			73			—				38			—			8			—
New York Tax Free Bond Fund			76			—				64			—			8			—

^ Amount rounds to less than $1,000.

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 funds. JPMorgan Chase Bank is an affiliate of JPMIM.

          For fund accounting services, each Fund pays 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. income funds of 0.0090% of the first $10 billion, 0.0050% on the next $10 billion, 0.0035% on the next $10 billion and 0.0020% for such assets over $30 billion, or (b) the applicable per account minimum charge. The minimum total annual fund accounting charge per U.S. income fund is $20,000.

          In addition there is a $2,000 annual charge for fund accounting 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 $7.00 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.

TRANSFER AGENT

          Boston Financial Data Services, Inc. (“BFDS” or “Transfer Agent”), 2 Heritage Drive, North Quincy, MA 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.

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          Prior to February 19, 2005, DST Systems, Inc. served as transfer and dividend disbursing agent for each Predecessor Fund.

SHAREHOLDER SERVICING

          The Trust, on behalf of each of the Funds, has entered into a shareholder servicing agreement dated February 19, 2005 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 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 maintaining 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):

Select Class, Class A, Class B and Class C	0.25	%
Institutional Class	0.10	%

          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

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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 or JPMDS, as applicable, (the amounts voluntarily waived are in parentheses) for the fiscal periods indicated (amounts in thousands):

	Fiscal Year Ended						Fiscal Year Ended						Fiscal Year Ended
	8/31/04						8/31/05(1)						2/28/06
	Paid/ Accrued			Waived			Paid/ Accrued			Waived			Paid/ Accrued			Waived
California Tax Free Bond Fund
Class A Shares	$	50		$	(46	)	$	38		$	(38	)	$	17		$	(18	)
Class C Shares *		N/A			N/A			-	^		-	^		0	^		-
Select Shares		88			(40	)		138			(19	)		102			-
Institutional Shares		81			(64	)		52			(25	)		16			-
Intermediate Tax Free Bond Fund
Class A Shares		1			1			81			(59	)		73			(53	)
Class B Shares		-	^		-	^		15			-	^		13			-
Class C Shares		-	^		-	^		3			(1	)		3			-
Select Shares		2,808			32			3,455			(782	)		2,178			(785	)
Institutional Shares		428			66			334			(72	)		141			(42	)
New York Tax Free Bond Fund
Class A Shares		233			99			189			(116	)		76			(67	)
Class B Shares		61			14			52			(6	)		21			-
Class C Shares		5			1			4			(1	)		2			-
Select Shares		1,009			112			1,003			(27	)		552			(22	)
Institutional Shares		201			200			157			(112	)		61			(43	)

^	Amount rounds to less than one thousand.
*	Class Inception was February 19, 2005.
1.	On February 19, 2005, JPMDS began serving as shareholder servicing agent to the Funds.

          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.

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          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, 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 share certain information about shareholders and their accounts as permitted by law and as described in the JPMorgan Funds Privacy Policy provided with your Prospectus, and also available on the JPMorgan Funds website at www.jpmorganfunds.com.

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.

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          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.

          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.

          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, JPMDS and their affiliates may also make payments to Financial Intermediaries in the form of sponsorship support of regional or national events of Financial Intermediaries. 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 February 28, 2006, JPMIM and JPMDS paid approximately $64,972,215 for all of the JPMorgan Funds pursuant to their revenue sharing arrangements.

          Finder’s Fees. Financial Intermediaries who sell over $1 million of Class A Shares in the aggregate of the JPMorgan Equity Funds, the JPMorgan Specialty Funds, the JPMorgan International Funds, the JPMorgan Investor Funds, the JPMorgan SmartRetirement Funds, and the JPMorgan Fixed Income Funds (collectively “Qualifying Funds”) may receive a finder’s fee. With respect to sales of the JPMorgan Tax Free Bond Funds prior to August 1, 2006, such fees are paid in accordance with the following schedule:

Amount of Purchases	Finder’s Fees
$1,000,000 – $2,499,999*	1.00%
$2,500,000 - $9,999,999	0.75%
$10,000,000 - $49,999,999	0.50%
$50,000,000 or more	0.20%

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          * If the total sale of Class A Shares of Qualifying Funds is $1,000,000 or more but the amount of the sale applicable to the JPMorgan Tax Free Funds is less than $1,000,000, the Financial Intermediary will receive a Finder’s Fee equal to 1.00% of the sale of the Class A Shares of the JPMorgan Tax Free Funds. The Finder’s Fee Schedule for other Qualifying Funds can be found in the Statement of Additional Information for such Qualifying Funds.

          With respect to sales of the JPMorgan Tax Free Bond Funds on or after August 1, 2006, such fees are paid in accordance with the following schedule:

Amount of Purchases	Finder’s Fees
$1,000,000 — $3,999,999*	0.75%
$4,000,000 — $49,999,999	0.50%
$50,000,000 or more	0.25%

          * If the total sale of Class A Shares of Qualifying Funds is $1,000,000 or more but the amount of the sale applicable to the JPMorgan Tax Free Funds is less than $1,000,000, the Financial Intermediary will receive a Finder’s Fee equal to 0.75% of the sale of the Class A Shares of the JPMorgan Tax Free Funds. The Finder’s Fee Schedule for other Qualifying Funds can be found in the Statement of Additional Information for such Qualifying Funds.

          The Distributor may also pay Financial Intermediaries a commission of up to 0.75% of net sales on sales of Class A Shares to certain defined contribution plans. If such defined contribution plan redeems all of the shares that it owns on behalf of participants within 12 months of the purchase date, then the Financial Intermediaries that have received these commissions will be required to reimburse the Distributor up to 0.75% of the lower of the cost of the shares being redeemed or their NAV at the time of redemption.

          JPMDS reserves the right to alter or change the finders’ fee policy at any time at its own discretion. If a plan redeems all of the shares for which a finder’s fee has been paid within 12 months of the purchase date, JPMDS will reclaim the finder’s fee paid to the Financial Intermediary rather than charge a CDSC to the plan.

          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.

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 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. Financial Intermediaries may include financial advisors, investment advisers, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others,

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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. Investors may incur a fee if they effect transactions through a Financial Intermediary.

          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 in accordance with policies and procedures approved by the Board of Trustees.

          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. However, JPMST previously filed a Rule 18f-1 election on behalf of the California Tax Free Bond Fund. This election carries over and commits this Fund to paying in cash redemptions by a shareholder of record up to amounts specified by the rule (approximately $250,000).

          Each investor may add to or reduce its investment in a Fund on each day that the New York Stock Exchange is open for business. The investor’s percentage of the aggregate beneficial interests in a Fund will then be recomputed as the percentage equal to the fraction (i) the numerator of which is the value of such investor’s investment in a Fund as of such time on such day plus or minus, as the case may be, the amount of net additions to or reductions in the investor’s investment in a Fund effected on such day and (ii) the denominator of which is the aggregate NAV of a Fund as of such time on such day plus or minus, as the case may be, the amount of net additions to or reductions in the aggregate investments in a Fund. The percentage so determined will then be applied to determine the value of the investor’s interest in a Fund as of such time on the following day the New York Stock Exchange is open for trading.

          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, except as otherwise specified in the Prospectus. 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.

          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.

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          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 second 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.

          Class B Shares of all Funds automatically convert to Class A Shares (and thus are then subject to the lower expenses borne by Class A Shares) after the period of time specified below has elapsed since the date of purchase (the “CDSC Period”), together with the pro-rata portion of all Class B Shares representing dividends and other distributions paid in additional Class B Shares attributable to the Class B Shares then converting. The conversion of Class B Shares will be effected at the relative net asset value’s per share of the two classes on the first business day of the month following the eighth anniversary of the original purchase. If any exchanges of Class B Shares during the CDSC Period occurred, the holding period for the shares exchanged will be counted toward the CDSC Period. At the time of the conversion, the net asset value per share of the Class A Shares may be higher or lower than the net asset value per share of the Class B Shares; as a result, depending on the relative net asset value per share, a shareholder may receive fewer or more Class A Shares than the number of Class B Shares converted.

          This section does not address the tax consequences affecting any shareholder who, as to the United States, is a nonresident alien individual, foreign trust or estate, foreign corporation, or foreign partnership.

          The Funds 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.

          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.

          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 and JPMorgan SmartRetirement 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, the JPMorgan Investor Growth & Income Fund, JPMorgan SmartRetirement Income Fund, JPMorgan SmartRetirement 2010 Fund, JPMorgan SmartRetirement 2015 Fund, JPMorgan SmartRetirement 2020 Fund, JPMorgan SmartRetirement 2030 Fund and the JPMorgan SmartRetirement 2040 Fund will be considered asset allocation programs within the stated exceptions to the excessive trading limits and the redemption fees.

DIVIDENDS AND DISTRIBUTIONS

          Each Fund declares and pays dividends and distributions as described under “Distributions and Matters” in the Prospectuses. Dividends paid on Class A, Class B and Class C Shares are calculated at the same time. In general, dividends on Class B and Class C Shares are expected to be lower than those on Class A Shares due to the higher distribution expenses borne by the Class B and Class C Shares. Dividends may also differ between classes as a result of differences in other class specific expenses.

          Dividends and capital gains distributions paid by a Fund are automatically reinvested in additional shares of the Fund unless the shareholder has elected to have them paid in cash. Dividends and distributions to be paid in cash are credited to the shareholder’s account at JPMorgan Chase Bank or at his or her Financial Intermediary or, in the case of certain JPMorgan Chase Bank customers, are mailed by check in accordance with the customer’s instructions. The Funds reserve the right to discontinue, alter or limit the automatic reinvestment privilege at any time.

          If a shareholder has elected to receive dividends and/or capital gain distributions in cash and the postal or other delivery service is unable to deliver checks to the shareholder’s address of record, such shareholder’s distribution option will automatically be converted to having all dividend and other distributions reinvested in additional shares. No interest will accrue on amounts represented by uncashed distribution or redemption checks.

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.

          Futures, options and other derivatives are valued on the basis of available market quotations.

          Securities of other open-end investment companies are valued at their respective NAVs.

          Fixed income securities with a remaining maturity of 61 days or more are valued using market quotations available from and supplied daily by third party pricing services or brokers/dealers of comparable securities. It is anticipated that such pricing services and brokers/dealers will generally provide bid-side quotations. Generally short-term investments which mature in 60 days or less are valued at amortized cost if their original maturity was 60 days or less, or by amortizing their value on the 61st day prior to maturity, if their original maturity when acquired by the Fund was more than 60 days.

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          Securities or other assets for which market quotations are not readily available or for which market quotations do not represent the value at the time of pricing (including certain illiquid securities) are fair valued in accordance with procedures established by and under the general supervision and responsibility of the Trustees. The Board of Trustees has established a Valuation Committee to assist the Board in its oversight of the valuation of the Funds’ securities. The Funds’ Administrator has established a Fair Valuation Committee (“FVC”) to (1) make fair value determinations in certain pre-determined situations as outlined in the procedures approved by the Board and (2) provide recommendations to the Board’s Valuation Committee in other situations. This FVC includes senior representatives from Funds management as well as the Funds’ investment adviser. Fair value situations could include, but are not limited to: (1) a significant event that affects the value of a Fund’s securities (e.g., news relating to natural disasters affecting an issuer’s operations or earnings announcements); (2) illiquid securities; (3) securities that may be defaulted or de-listed from an exchange and are no longer trading; or (4) any other circumstance in which the FVC believes that market quotations do not accurately reflect the value of a security.

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 and execute loans of portfolio securities on behalf of all Funds 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.

          In connection with portfolio transactions, the overriding objective is to obtain the best execution of purchase and sales orders. Under the Advisory Agreement and as permitted by Section 28(e) of the Securities Exchange Act, the Adviser may cause the Funds to pay a broker-dealer which provides brokerage and research services to the Adviser, the Funds and/or other accounts for which the Adviser exercises investment discretion an amount of commission for effecting a securities transaction for a Fund in excess of the amount other broker-dealers would have charged for the transaction if the Adviser determines in good faith that the greater commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker-dealer viewed in terms of either a particular transaction or the Adviser’s overall responsibilities to accounts over which it exercises investment discretion. Not all of such services are useful or of value in advising the Funds. The Adviser reports to the Board of Trustees regarding overall commissions paid by the Funds and their reasonableness in relation to the benefits to the Funds. The term “brokerage and research services” includes (i) advice as to the value of securities; (ii) the advisability of investing in, purchasing or selling securities; (iii) the availability of securities or of purchasers or sellers of securities; (iv) furnishing analyses and reports concerning issues, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts; and (v) effecting securities transactions and performing functions incidental thereto, such as clearance and settlement.

          Brokerage and research services received from such broker-dealers will be in addition to, and not in lieu of, the services required to be performed by the Adviser under the Advisory Agreement. The fees that the Funds pay to the Adviser are not reduced as a consequence of the Adviser’s receipt of brokerage and research services. To the extent the Funds’ portfolio transactions are used to obtain such services, the brokerage commissions paid by the Funds will exceed those that might otherwise be paid by an amount that cannot be presently determined. Such services generally would be useful and of value to the Adviser in serving one or more of its other clients and, conversely, such services obtained by the placement of brokerage business of other clients generally would be useful to the Adviser in carrying out its obligations to the Funds. While such services are not expected to reduce the expenses of the Adviser, the Adviser would, through use of the services, avoid the additional expenses that would be incurred if it should attempt to develop comparable information through its own staff.

          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

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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 exemptive orders permitting each Fund to engage in principal transactions with J.P. Morgan Securities Inc., an affiliated broker, involving taxable and tax-exempt money market instruments (including commercial paper, banker acceptances and medium term notes) and repurchase agreements. 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. In addition, a Fund may not purchase securities during the existence of any underwriting syndicate for such securities of which JPMorgan Chase Bank or an affiliate is a member or in a private placement in which JPMorgan Chase Bank or an affiliate serves as placement agent except pursuant to procedures adopted by the Board of Trustees that either comply with rules adopted by the SEC or with interpretations of the SEC’s staff. Each Fund expects to purchase securities from underwriting syndicates of which certain affiliates of JPMorgan Chase act as a member or manager. Such purchases will be effected in accordance with the conditions set forth in Rule 10f-3 under the 1940 Act and related procedures adopted by the Trustees, including a majority of the Trustees who are not “interested persons” of a Fund. Among the conditions are that the issuer of any purchased securities will have been in operation for at least three years, that not more than 25% of the underwriting will be purchased by a Fund and all other accounts over which the same investment adviser has discretion, and that no shares will be purchased from JPMDS or any of its affiliates.

          On those occasions when the Adviser deems the purchase or sale of a security to be in the best interests of a Fund as well as other customers, including other Funds, the Adviser, to the extent permitted by applicable laws and regulations, may, but is not obligated to, aggregate the securities to be sold or purchased for a Fund with those to be sold or purchased for other customers in order to obtain best execution, including lower brokerage commissions if appropriate. In such event, allocation of the securities so purchased or sold as well as any expenses incurred in the transaction will be made by the Adviser in the manner it considers to be most equitable and consistent with its fiduciary obligations to a Fund. In some instances, this procedure might adversely affect a Fund.

          If a Fund that writes options effects a closing purchase transaction with respect to an option written by it, normally such transaction will be executed by the same broker-dealer who executed the sale of the option. The writing of options by a Fund will be subject to limitations established by each of the exchanges governing the maximum number of options in each class which may be written by a single investor or group of investors acting in concert, regardless of whether the options are written on the same or different exchanges or are held or written in one or more accounts or through one or more brokers. The number of options that a Fund may write may be affected by options written by the Adviser for other investment advisory clients. An exchange may order the liquidation of positions found to be in excess of these limits, and it may impose certain other sanctions.

          The Funds paid the following brokerage commissions for the indicated fiscal periods (amounts in thousands):

	Fiscal Year Ended		Fiscal Year Ended		Fiscal Year Ended
	8/31/04		8/31/05		2/28/06
California Tax Free Bond Fund
Total Brokerage Commissions	$	6,444	$	1	$	-
Brokerage Commissions to Affiliated Broker Dealers		-		-		-
Intermediate Tax Free Bond Fund
Total Brokerage Commissions		34,559		1		-
Brokerage Commissions to Affiliated Broker Dealers		-		-		-
New York Tax Free Bond Fund
Total Brokerage Commissions		9,828		4		1
Brokerage Commissions to Affiliated Broker Dealers		-		-		-

Securities of Regular Broker-Dealers

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          As of February 28, 2006 certain Funds owned securities of their regular broker-dealers (or parents) as shown below (in thousands):

Fund	Name of Broker-Dealer	Value of Securities Owned
California Tax Free Bond Fund	Citigroup Global Markets Inc.	$ 3,190
Intermediate Tax Free Bond Fund	N/A	None
New York Tax Free Bond Fund	N/A	None

          Allocation of transactions, including their frequency, to various broker-dealers is determined by JPMIM based on its best judgment and in a manner deemed fair and reasonable to Shareholders. The primary consideration is prompt execution of orders in an effective manner at the most favorable price. Subject to this consideration, in selecting broker-dealers to execute a particular transaction, and in evaluating the best overall terms available, JPMIM is authorized to consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act) provided to the Funds and/or other accounts over which JPMIM exercises investment discretion. JPMIM may cause a Fund to pay a broker-dealer that furnishes brokerage and research services a higher commission than that which might be charged by another broker-dealer for effecting the same transaction, provided that JPMIM determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either the particular transaction or the overall responsibilities of JPMIM to the Funds. Such brokerage and research services might consist of reports and statistics on specific companies or industries, general summaries of groups of bonds and their comparative earnings and yields, or broad overviews of the securities markets and the economy. Shareholders of the Funds should understand that the services provided by such brokers may be useful to JPMIM in connection with its services to other clients.

          Under JPMIM’s policy, “soft dollar” services refer to arrangements that fall within the safe harbor requirements of Section 28(e) of the Securities Exchange Act of 1934, as amended, which allow JPMIM to allocate client brokerage transactions to a broker-dealer in exchange for products or services that are research and brokerage-related and enhance the investment decision-making process. These services include third party research, market data services, and proprietary broker-dealer research. Effective February 19, 2005, the Funds stopped participating in soft dollar arrangements for market data services and third-party research. However, the Funds continue to receive proprietary research where broker-dealers typically incorporate the cost of such research into their commission structure.

          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 Trusts. 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 Trusts, the Adviser will not inquire or take into consideration whether an issuer of securities proposed for purchase or sale by the Trusts 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 Trusts.

DELAWARE TRUST

          JPMorgan Trust I was formed as a Delaware statutory trust on November 12, 2004, pursuant to a Declaration of Trust dated November 5, 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,

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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 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.

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          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.

          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”.

DISTRIBUTIONS AND TAX MATTERS

The following is a summary of certain tax considerations generally affecting each Fund and its shareholders. This section is based on the Internal Revenue Code of 1986, as amended (the “Code”), the regulations thereunder, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis. The Funds are not designed for foreign shareholders. Unless identified below, this section does not address the tax consequences affecting any Shareholder who, as to the United States, is a nonresident alien individual, foreign trust or estate, foreign corporation or foreign partnership. Distributions paid (or deemed paid) to foreign shareholders that are attributable to gain from direct holdings of U.S. real property and interests (other than solely as a creditor) in “U.S. real property holding corporations” may give rise to an obligation for those foreign shareholders to file a U.S. tax return and pay tax, and may well be subject to withholding under future regulations.

          Please consult your own tax advisor concerning the consequences of investing in a Fund in your particular circumstances under the Code and the laws of any other taxing jurisdiction.

          Each Fund generally will be treated as a separate entity for federal income tax purposes, and thus the provisions of the Code generally will be applied to each Fund separately. Net long-term and short-term capital gains, net income and operating expenses therefore will be determined separately for each Fund.

          Qualification as a Regulated Investment Company. Each Fund intends to elect to be treated and qualify each year as a regulated investment company under Subchapter M of the Code. In order to qualify for the special tax treatment accorded regulated investment companies and their shareholders, each Fund must, among other things: (a) derive at least 90% of its gross income for each taxable year from (i) dividends, interest, payments with respect to

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certain securities loans, and gains from the sale or other disposition of stock, securities of foreign currencies, or other income (including but not limited to gains from options, futures, or forward contracts) derived from interests in “qualified publicly traded partnerships” (as defined below); (b) distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (as that term is defined in the Code without regard to the deduction for dividends paid—generally taxable ordinary income and the excess, if any, of net short term capital gains over net long-term capital losses) and net tax-exempt interest income, for such year; and (c) diversify its holdings so that, at the end of each quarter of the Fund’s taxable year, (i) at least 50% of the market value of the Fund’s total assets is represented by cash and cash items, U.S. Government securities, securities of other regulated investment companies, and other securities limited in respect of any one issuer to a value not greater than 5% of the value of the Fund’s total assets and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s total assets is invested (x) in the securities (other than those of the U.S. Government or other regulated investment companies) of any one issuer or of two or more issuers which the Fund controls and which are engaged in the same, similar, or related trades or businesses, or (y) in the securities of one or more qualified publicly traded partnerships (as defined below). For purposes of meeting this diversification requirement, in the case of the Fund’s investments in loan participations the issuer may be the financial intermediary or the borrower.

          In general, for purposes of the 90% gross income requirement described in (a) above, income derived from a partnership will be treated as qualifying income only to the extend such income is attributable to items of income of the partnership which would be qualifying income if realized by the regulated investment company. However, 100% of the net income derived from an interest in a “qualified publicly traded partnership” (defined as a partnership (x) interests which are traded on an established securities market or readily tradable on a secondary market or the substantial equivalent thereof and (y) that derives less than 90% of its income from the qualifying income described in (a)(i) 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 publicly traded partnership. Finally, for purposes of (c) above, the term “outstanding voting securities of such issuer” will include the equity securities of a qualified publicly traded partnership.

          If for any taxable year a Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) will be subject to tax at regular corporate rates without any deduction for distributions to shareholders. Such distributions will generally be taxable to the shareholders as qualified dividend income, as discussed below, and generally will be eligible for the dividends received deduction in the case of corporate shareholders.

          Capital Loss Carryforwards. For federal income tax purposes, the Funds did not have any capital loss carryforwards as of the fiscal year ended February 28, 2006.

          Excise Tax on Regulated Investment Companies. A 4% non-deductible excise tax will be imposed on a regulated investment company if a Fund fails to distribute in each calendar year an amount equal to 98% of ordinary taxable income for the calendar year and 98% of capital gain net income for the one-year period ending on October 31 of such calendar year (or, at the election of a regulated investment company having a taxable year ending November 30 or December 31, for its taxable year) and any retained amount from a prior year. The balance of such income must be distributed during the next calendar year. For the foregoing purposes, a regulated investment company is treated as having distributed otherwise retained amounts if it is subject to income tax on those amounts for any taxable year ending in such calendar year.

          Each Fund intends to make sufficient distributions or deemed distributions of its ordinary income and capital gain net income prior to the end of each calendar year to avoid liability for this excise tax. However, investors should note that a Fund may in certain circumstances be required to liquidate portfolio investments to make sufficient distributions to avoid excise tax liability.

          Fund Investments. Each Fund may make investments or engage in transactions that affect the character, amount and timing of gains or losses realized by a Fund. Each Fund may make investments that produce income that is not matched by a corresponding cash receipt by the Fund. Any such income would be treated as income earned by a Fund and therefore would be subject to the distribution requirements of the Code. Such investments may require a

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Fund to borrow money or dispose of other securities in order to comply with those requirements. Each Fund may also make investments that prevent or defer the recognition of losses or the deduction of expenses. These investments may likewise require a Fund to borrow money or dispose of other securities in order to comply with the distribution requirements of the Code. Additionally, a Fund may make investments that result in the recognition of ordinary income rather than capital gain, or that prevent a Fund from accruing a long-term holding period. These investments may prevent a Fund from making capital gain distributions as described below. Each Fund intends to monitor its transactions, will make the appropriate tax elections and will make the appropriate entries in its books and records when it makes any such investments in order to mitigate the effect of these rules.

          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 the Fund’s income. The Fund’s use of these types of transactions may result in the Fund realizing more ordinary income and short-term capital gains subject to tax at ordinary tax rates than it would if it did not engage in such transactions. Income earned as a result of these transactions would, in 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 securities purchased by the Funds (such as STRIPS, CUBES, TRs, TIGRs, and CATS) , as defined in the Funds’ Prospectuses, are sold at original issue discount and thus do not make periodic cash interest payments. Similarly, zero-coupon bonds do not make periodic interest payments. A Fund will be required to include as part of its current income for tax purposes the imputed interest on such obligations even though the Fund has not received any interest payments on such obligations during that period. 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 Manager would not otherwise have chosen to sell such securities and may result in a taxable gain or loss. The Funds intend to monitor its transactions, will make appropriate tax elections and will make the appropriate entries in the its books and records when it makes any such investments in order to mitigate the effect of these rules.

          Additional Tax Information Concerning REITS and ETFs. Some of the Funds invest in real estate investment trusts (“REITs”). Such Funds’ investments in REIT equity securities may require a Fund to accrue and distribute income not yet received. In order to generate sufficient cash to make the requisite distributions, a Fund may be required to sell securities in its portfolio that it otherwise would have continued to hold (including when it is not advantageous to do so). A Fund’s investments in REIT equity securities may at other times result in the Fund’s receipt of cash in excess of the REIT’s earnings; if the Fund distributes such amounts, such distribution could constitute a return of capital to Fund shareholders for federal income tax purposes. Dividends received by the Fund from a REIT will generally not constitute qualified dividend income.

          Some of the REITs in which the Funds may invest will be permitted to hold residual interests in real estate mortgage investment conduits (“REMICs”). Under Treasury regulations that have not yet been issued, but may apply retroactively, a portion of a Fund’s income from a REIT that is attributable to the REIT’s residual interest in REMIC (referred to in the Code as an “excess inclusion”) will be subject to federal income tax in all events. These regulations are also expected to provide that excess income inclusion income of a regulated investment company, such as a Fund, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest directly.

          In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on unrelated business income, thereby potentially requiring such an entity that is allocated excess inclusion income, and that otherwise might not be required to file a tax return, to file a tax return and

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pay tax on such income, and (iii) in the case of a non-U.S. shareholder, will not qualify for any reduction in U.S. federal withholding tax.

          Under current law, if a charitable remainder trust (defined in section 664 of the Code) realizes any unrelated business taxable income for a taxable year, it will lose its tax-exempt status for the year. In addition, if at any time during any taxable year a “disqualified organization” (as defined in the Code) is a record holder of a share in a regulated investment company, then the regulated investment company will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the highest federal income tax rate imposed on corporations. The Funds do not intend to invest directly in residual interests in REMICs or to invest in REITs in which a substantial portion of the assets will consist of residual interests in REMICs.

          Certain Funds may invest a portion of their assets in one or more exchange traded funds (“ETFs”). ETFs are index funds or trusts that are listed on an exchange. Investment by the Fund in an ETF qualifying as a regulated investment company under Subchapter M of the Code will receive the same tax treatment as an investment in a regulated investment company that is not listed on an exchange. Specifically, such shares are automatically diversified per the requirements of Subchapter M (in the same manner as cash). In addition, dividends received by the Fund from an ETF or an unlisted regulated investment company may qualify as qualified dividend income to the extent of the ETF’s or the unlisted regulated investment company’s underlying qualifying dividend income, when the Fund meets the holding period requirements in the ETF’s or non-listed regulated investment company’s shares and certain other requirements are met.

          Tax Exempt Dividends. Each Fund intends to qualify to pay exempt-interest dividends to its respective shareholders by having, at the close of each quarter of its taxable year, at least 50% of the value of its total assets consist of tax-exempt securities. An exempt-interest dividend is that part of dividend distributions properly designated by a Fund as deriving from interest received by a Fund on tax-exempt securities. Shareholders will not incur any federal income tax on the amount of exempt-interest dividends received by them from a Fund.

          Interest on indebtedness incurred or continued by a shareholder, whether a corporation or an individual, to purchase or carry shares of a Fund is not deductible to the extent it relates to exempt-interest dividends received by the shareholder. Any loss incurred on the sale or redemption of each Fund’s shares held six months or less will be disallowed to the extent of exempt-interest dividends received with respect to such shares.

          Interest on certain tax-exempt bonds that are private activity bonds within the meaning of the Code is treated as a tax preference item for purposes of the alternative minimum tax, and any such interest received by a Fund and distributed to shareholders will be so treated for purposes of any alternative minimum tax liability of shareholders to the extent of the dividend’s proportionate share of a Fund’s income consisting of such interest.

          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 are advised to consult with their own tax advisors about state and local tax matters.

          Each 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.

          Fund Distributions. Each Fund anticipates distributing substantially all of its net investment income for each taxable year. Dividends of net investment income paid to a non-corporate U.S. shareholder in a tax year beginning on or before December 31, 2010 that are properly designated as qualified dividend income will generally be taxable to such shareholder at a maximum rate of 15%. However, the amount of dividend income that may be so designated by a Fund will generally be limited to the aggregate of the eligible dividends received by a Fund. In addition, a Fund must meet certain holding period requirements with respect to the shares on which a Fund received the eligible dividends, and the non-corporate U.S. shareholder must meet certain holding period requirements with respect to the Fund shares. Dividends of net investment income that are not properly designated as qualified dividend income or exempt-interest dividends and dividends of net short-term capital gains will be taxable to shareholders at

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ordinary income rates. Dividends paid by a Fund with respect to a taxable year will qualify for the 70% dividends received deduction generally available to corporations to the extent of the amount of dividends received by a Fund from certain domestic corporations for the taxable year. Shareholders will be advised annually as to the U.S. federal income tax consequences of distributions made (or deemed made) during the year, including the portion of dividends paid that qualify for the reduced tax rate.

          Ordinarily, shareholders are required to take taxable distributions by a Fund into account in the year in which the distributions are made. However, for federal income tax purposes, dividends that are declared by a Fund in October, November or December as of a record date in such month and actually paid in January of the following year will be treated as if they were paid on December 31 of the year declared. Therefore, such dividends will generally be taxable to a shareholder in the year declared rather than the year paid.

          Each Fund may either retain or distribute to shareholders its net capital gain for each taxable year. Each Fund currently intends to distribute any such amounts. If net capital gain is distributed and properly designated as a “capital gain dividend”, it will be taxable to shareholders as long-term capital gain, regardless of the length of time the shareholder has held his shares or whether such gain was recognized by a Fund prior to the date on which the shareholder acquired its shares. Capital gain of a non-corporate U.S. shareholder that is recognized in a tax year beginning on or before December 31, 2010 is generally taxed at a maximum rate of 15% where the property is held by the Fund for more than one year. Capital gain of a corporate shareholder is taxed at the same rate as ordinary income.

          Conversely, if a Fund elects to retain its net capital gain, the Fund will be taxed thereon (except to the extent of any available capital loss carryovers) at the 35% corporate tax rate. In such a case, it is expected that a Fund also will elect to have shareholders of record on the last day of its taxable year treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by a Fund on the gain, and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit.

          Distributions in excess of a Fund’s current and accumulated “earnings and profits” will be treated by a Shareholder receiving 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. Distributions by the Fund will be treated in the manner described above regardless of whether such distributions are paid in cash or reinvested in additional shares of the Fund (or of another fund).

          Distributions by a Fund will be treated in the manner described above regardless of whether such distributions are paid in cash or reinvested in additional shares of a Fund (or of another fund). Shareholders receiving a distribution in the form of additional shares will be treated as receiving a distribution in an amount equal to the fair market value of the shares received, determined as of the reinvestment date. In addition, prospective investors in a Fund should be aware that distributions from a Fund will, all other things being equal, have the effect of reducing the net asset value of the Fund’s shares by the amount of the distribution. If the net asset value is reduced below a shareholder’s cost, the distribution will nonetheless be taxable as described above, even if the distribution effectively represents a return of invested capital. Investors should consider the tax implications of buying shares just prior to a distribution, when the price of shares may reflect the amount of the forthcoming distribution.

          Sale or Redemption of Shares. A shareholder will recognize gain or loss on the sale or redemption of shares in a Fund in an amount equal to the difference between the proceeds of the sale or redemption and the shareholder’s adjusted tax basis in the shares. 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. All or a portion of any loss so recognized may be disallowed if the shareholder acquires other shares of a

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Fund within a period of 61 days beginning 30 days before such disposition, such as pursuant to reinvestment of a dividend in shares of a Fund. Additionally, if a shareholder disposes of shares of a Fund within 90 days following their acquisition, and the shareholder subsequently re-acquires Fund shares pursuant to a reinvestment right received upon the purchase of the original shares, any load charge (i.e., sales or additional charge) incurred on the acquisition of the original shares will not be taken into account as part of the shareholder’s basis for computing profit or loss upon the sale of the shares.

          In general, any gain or loss arising from (or treated as arising from) the sale or redemption of shares of a Fund will be considered capital gain or loss and will be long-term capital gain or loss if the shares were held for more than one year. However, any capital loss arising from the sale or redemption of shares held for six months or less will be treated as a long-term capital loss to the extent of the amount of capital gain dividends received on (or undistributed capital gains credited with respect to) such shares. Capital gain of a non-corporate U.S. shareholder that is recognized in a tax year beginning on or before December 31, 2010 is generally taxed at a maximum rate of 15% where the property is held by the shareholder for more than one year. Capital gain of a corporate shareholder is taxed at the same rate as ordinary income.

          Backup Withholding. Each Fund will be required in certain cases to backup withhold and remit to the U.S. Treasury a portion of qualified dividend income, ordinary income dividends and capital gain dividends, and the proceeds of redemption of shares, paid to any shareholder (1) who has provided either an incorrect tax identification number or no number at all, (2) who is subject to backup withholding by the IRS for failure to report the receipt of interest or dividend income properly or (3) who has failed to certify to the Fund that it is not subject to backup withholding or that it is a corporation or other “exempt recipient”. Backup withholding is not an additional tax and any amounts withheld may be refunded or credited against a shareholder’s federal income tax liability, provided the appropriate information is furnished to the IRS.

          Foreign Taxes. A Fund may be subject to foreign withholding taxes or other foreign taxes with respect to income received from sources within foreign countries. So long as more than 50% by value of the total assets of a Fund at the close of the taxable year consists of stock or securities of foreign corporations, a Fund may elect to treat any foreign income taxes paid by it as paid directly by its shareholders.

          If a Fund makes this election, each shareholder will be required to (i) include in gross income, even though not actually received, its pro rata share of a Fund’s foreign income taxes, and (ii) either deduct (in calculating U.S. taxable income) or credit (in calculating U.S. federal income tax) its pro rata share of a Fund’s income taxes. A foreign tax credit may not exceed the U.S. federal income tax otherwise payable with respect to the foreign source income. For this purpose, each shareholder must treat as foreign source gross income (i) its proportionate share of foreign taxes paid by a Fund and (ii) the portion of any actual dividend paid by a Fund which represents income derived from foreign sources; the gain from the sale of securities will generally be treated as U.S. source income and certain foreign currency gains and losses likewise will be treated as derived from U.S. sources. In addition, shareholders will not be eligible to claim a foreign tax credit with respect to foreign income taxes paid by a Fund unless certain holding period requirements are met.

          A Fund will make such an election only if it deems it to be in the best interest of its shareholders. A shareholder not subject to U.S. tax may prefer that this election not be made. A Fund will notify shareholders in writing each year if it makes the election and of the amount of foreign income taxes, if any, to be passed through to the shareholders and the amount of foreign taxes, if any, for which shareholders of a Fund will not be eligible to claim a foreign tax credit because the holding period requirements (described above) have not been satisfied.

          Tax Shelter Reporting Regulations. Under Treasury regulations, if a shareholder recognizes a loss with respect to Common 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 tax advisers to determine the applicability of these regulations in light of their individual circumstances.

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          State and Local Tax Matters. Depending on the residence of the shareholders for tax purposes, distributions may also be subject to state and local taxes. Rules of state and local taxation regarding qualified dividend income, ordinary income dividends and capital gain dividends from regulated investment companies may differ from the U.S. federal income tax rules in other respects. Shareholders are urged to consult their tax advisers as to the consequences of these and other state and local tax rules affecting investment in the Funds.

          Many states provide that a regulated investment company may pass through (without restriction) to its shareholders state and local income tax exemptions available to direct owners of certain types of U.S. government securities (such as U.S. Treasury obligations). In addition, interest on securities issued by a state (or a locality within that state) may be subject to similar relief from taxation in that state. Thus, for residents of these states, distributions derived from the Fund’s investment in certain types of U.S. government securities and/or such state or local securities should be free from state and local income taxes to the extent that the interest income from such investments would have been exempt from state and local taxes if such securities had been held directly by the respective shareholders. Certain states, however, do not allow a regulated investment company to pass through to its shareholders the state and local income tax exemptions available to direct owners of certain types of such securities unless the Fund holds at least a required amount of such securities. Accordingly, for residents of these states, distributions derived from the Fund’s investment in such securities may not be entitled to the exemptions from state and local income taxes that would be available if the shareholders had purchased such securities directly. The exemption from state and local income taxes does not preclude states from asserting other taxes on the ownership of such securities. To the extent that the Fund invests to a substantial degree in securities which are subject to favorable state and local tax treatment, shareholders of the Fund will be notified as to the extent to which distributions from the Fund are attributable to interest on such securities.

          Taxation of Dividends under California Law – California Tax Free Bond Fund. In general, as long as the fund continues to qualify as a regulated investment company under the federal Internal 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 as well as about any California tax consequences related to any special tax status or considerations applicable to such investors.

          Taxation of Dividends – New York Tax Free Bond Fund. Distributions received from the New York Tax Free Bond Fund are exempt from New York State and New York City personal income tax (but not New York

68

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 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 June 1, 2006, 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 Funds listed in this SAI:

California Tax Free Bond Fund
CLASS A SHARES	JPMORGAN TRUST CO NA EUGENE EIDENBERG ATTN: FUND OPERATIONS 3/OPS3 500 STANTON CHRISTIANA ROAD NEWARK DE 19713-2107	12.38
	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR EAST 2ND FL JACKSONVILLE FL 32246-6484	10.41

69

CLASS C SHARES	BEAR STEARNS SECURITIES CORP 1 METROTECH CTR N BROOKLYN NY 11201-3870	22.98
	BEAR STEARNS SECURITIES CORP 1 METROTECH CTR N BROOKLYN NY 11201-3870	25.04
	BEAR STEARNS SECURITIES CORP 1 METROTECH CTR N BROOKLYN NY 11201-3870	17.58
	UBS FINANCIAL SERVICES INC. FBO PEGGY RADER TTEE RADER FAMILY NON-MARITAL BYPASS TRUST 3765 KELSO CT AUBURN CA 95602-9389	34.33
INSTITUTIONAL CLASS SHARES	JP MORGAN CHASE BANK RB KITAJ TRUST ATTN: FUND OPERATIONS 3/OPS3 500 STANTON CHRISTIANA RD NEWARK DE 19713-2105	6.14
	JP MORGAN CHASE BANK AS AGENT FOR ALTROCK LIVING TRUST ATTN SPECIAL PRODUCTS 2OPS3 500 STANTON CHRISTIANA RD NEWARK DE 19713-2107	8.32
	JP MORGAN CHASE BANK AS AGENT FOR W F STEPHENS FBO J W SEFFON JR ATTN: SPECIAL PRODUCTS 2/OPS 3 500 STANTON CHRISTIANA RD NEWARK DE 19713-2107	12.48
	JPMORGAN CHASE BANK AS AGENT FOR H KNOWLES TR FBO KATHERIN STRASBURG ATTN: SPECIAL PRODUCTS 1/OPS3 500 STANTON CHRISTIANA RD NEWARK DE 19713-2107	8.47
	JPMORGAN CHASE BANK AS AGENT FOR HUGH KNOWLES TR FBO M K SCHINK ATTN: SPECIAL PRODUCTS 1/OPS3 500 STANTON CHRISTIANA RD NEWARK DE 19713-2107	8.47
	JP MORGAN TRUST COMPANY N A FBO AMERI FAMILY TRUST ATTN: SPECIAL PRODUCTS 2/OPS3 500 STANTON CHRISTIANA RD NEWARK DE 19713-2107	11.77
	JP MORGAN TRUST COMPANY N A FBO YEO FAMILY 1990 LIVING TRUST ATTN: SPECIAL PRODUCTS 2 OPS/3 500 STANTON CHRISTIANA ROAD NEWARK DE 19713-2107	6.61
	JPMORGAN TRUST CO NA HENRY T AND ELIZABETH M SEGERSTROM ATTN: FUND OPERATIONS 3/OPS3 500 STANTON CHRISTIANA ROAD NEWARK DE 19713-2107	13.38

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SELECT CLASS SHARES	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0001	8.77
Intermediate Tax Free Bond Fund
CLASS A SHARES	PERSHING LLC P.O. BOX 2052 JERSEY CITY NJ 07303-2052	5.95
CLASS B SHARES	MERRILL LYNCH PIERCE FENNER & SMITH INC FOR THE SOLE BENEFIT OF CUSTOMERS 4800 DEER LAKE DR EAST JACKSONVILLE FL 32246-6484	29.48
CLASS C SHARES	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR EAST 2ND FL JACKSONVILLE FL 32246-6484	33.48
INSTITUTIONAL CLASS SHARES	JP MORGAN CHASE BANK AS AGENT FOR ROBERT H AND DONNA M LYON ATTN SPECIAL PRODUCTS 2OPS3 500 STANTON CHRISTIANA RD NEWARK DE 19713-2107	5.18
SELECT CLASS SHARES	BALSA & CO REBATE ACCOUNT MUTUAL FUNDS UNIT 16 HCB 340 PO BOX 2558 HOUSTON TX 77252-2558	8.85
	BALSA & CO REBATE ACCOUNT MUTUAL FUNDS UNIT 16 HCB 340 PO BOX 2558 HOUSTON TX 77252-2558	11.21
	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0001	26.27
New York Tax Free Bond Fund
CLASS C SHARES	NFS LLC FEBO JAMES F CLARK 176 WASHINGTON AVE ISLAND PARK NY 11558-1830	16.86
	NFS LLC FEBO MOLLY ROSENTHAL 86 B MOLLY PITCHER LANE YORKTOWN HTS NY 10598-1537	9.54
	NFS LLC FEBO SAMUEL ROSENTHAL 86 B MOLLY PITCHER LANE YORKTOWNHEIGHT NY 10598-1537	9.44
	NFS LLC FEBO SYLVIA MISHKIN MARC P MISHKIN 271-22A GRAND CENTRAL PKWY	9.63

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	FLORAL PARK NY 11005-1218
	RAYMOND JAMES & ASSOC INC FBO KAUFMAN EVELYN 880 CARILLON PKWY ST PETERSBURG FL 33716-1100	11.39
	RAYMOND JAMES & ASSOC INC FBO KAUFMAN EVELYN 880 CARILLON PKWY ST PETERSBURG FL 33716-1100	7.22
INSTITUTIONAL CLASS SHARES	BALSA & CO JPMORGAN CHASE ATTN MUTUAL FUNDS SECTION 14221 DALLAS PARKWAY DALLAS TX 75254-2942	5.25
	JPMIM AS AGENT FOR INTERPUBLIC BENEFIT PROTECTION PLAN ATTN THERESA O’HANLON 522 5TH AVE NEW YORK NY 10036-7601	12.93
	JPMORGAN CHASE BANK CLARE P. POTTER MARITAL TRUST ATTN: FUND OPERATIONS 3/OPS3 500 STANTON CHRISTIANA ROAD NEWARK, DE 19713-2105	5.69
	JPMORGAN CHASE BANK KENNETH GORDON TRUST ATTN: FUND OPERATIONS 3/OPS3 500 STANTON CHRISTIANA ROAD NEWARK DE 19713-2107	6.31
	JPMORGAN CHASE BANK TST UWO L BERKMAN FBO BARBARA HAGAN ATTN FUND OPERATIONS 3/OPS3 500 STANTON CHRISTIANA ROAD NEWARK, DE 19713-2105	7.70
	JP MORGAN CHASE BANK AS AGENT FOR GILLAN ATTFIELD AND ANNE HUBBARD ATTN: SPECIAL PRODUCTS 2 OPS/3 500 STANTON CHRISTIANA ROAD NEWARK DE 19713-2107	14.52
SELECT CLASS SHARES	BALSA & CO REBATE ACCOUNT MUTUAL FUNDS UNIT 16 HCB 340 PO BOX 2558 HOUSTON TX 77252-2558	5.01
	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0001	21.41
* - 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.

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          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 financial statements of the Trust are incorporated by reference to this Statement of Additional Information. The financial statements for the fiscal year ended February 28, 2006 have been audited by PricewaterhouseCoopers, LLP, an independent registered public accounting firm to the Trust, as indicated in their reports with respect thereto, and are incorporated herein by reference in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. These financial statements are available without charge upon request by calling JPMorgan Funds Services at 1-800-480-4111.

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APPENDIX A-DESCRIPTION OF SECURITY 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.

* As described by the rating agencies. Ratings are generally given to securities at the time of issuance. While the rating agencies may from time to time revise such ratings, they undertake no obligation to do so.

A-1

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.
‘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

A-2

	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.
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.

A-3

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.

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.

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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.

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

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	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-

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	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.
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,	HIGH DEFAULT RISK. Default is a real possibility. Capacity for meeting financial commitments is

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CC, C

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.
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.

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(“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.
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.

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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.
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.

A-10

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.

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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

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	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.
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.

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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.
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

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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 May 18, 2006, to the Declaration of Trust dated November 5, 2004. Filed herewith.

(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) 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 as filed with the Securities and Exchange Commission on October 27, 2005 (Accession Number 0001047469-05-025419).

(d)(2) Form of Amended Schedule A to the Advisory Agreement (amended as of May 18, 2006). Filed herewith.

(d)(3) Investment Sub-Advisory Agreement for the JPMorgan Highbridge Statistical Market Neutral Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 18, 2005 (Accession Number 0001047469-05-027197).

(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 (Accession Number 0001047469-05-12430).

(e)(2) Form of Amended Schedule B to the Distribution Agreement. Filed herewith.

(e)(3) Form of Amended Schedule C to the Distribution Agreement. Filed herewith.

(e)(4) Form of Amended Schedule D to the Distribution Agreement. Filed herewith.

(e)(5) Form of Amended Schedule E to the Distribution Agreement. Filed herewith.

(e)(6) Form of Amended Schedule F to the Distribution Agreement. Filed herewith.

(f) Not applicable.

(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 Amendment to Global Custody and Fund Accounting Agreement, including Schedule A, dated May 1, 2006. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 28, 2006 (Accession Number 0001047469-06-005962).

(g)(3) Form of Amended Schedule A to the Global Custody & Fund Accounting Agreement. Filed herewith.

(g)(4) Custody Agreement for the JPMorgan Highbridge Statistical Market Neutral Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 18, 2005 (Accession Number 00010477469-05-027197).

(g)(5) Fund Accounting Services Agreement for the JPMorgan Highbridge Statistical Market Neutral Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on November 18, 2005 (Accession Number 00010477469-05-027197).

(g)(6) Form of Global Custody and Fund Accounting Agreement between JPMorgan Trust I on behalf of each of the JPMorgan SmartRetirement Funds, JPMorgan Funds Management, Inc., and JPMorgan Chase Bank, NA. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on May 3, 2006 (Accession Number 0001193125-06-098517).

(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 Amendment, including amended Schedules A and B, dated May 1, 2006, to the Administration Agreement. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 28, 2006 (Accession Number 0001047469-06-005962).

(h)(1)(c) Form of Amended Schedule B to the Administration Agreement. Filed herewith.

(h)(1)(d) Form of Administration Agreement for JPMorgan SmartRetirement Funds effective May 5, 2006 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 May 3, 2006 (Accession Number 0001193125-06-098517).

(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. Filed herewith.

(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. Filed herewith.

(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 for the JPMorgan Highbridge Statistical Market Neutral Fund. Incorporated herein by reference to the Registrant’s Registration Statement filing as filed with the Securities and Exchange Commission on November 18, 2005 (Accession Number 0001477469-05-027197).

(h)(5)(d) Form of Fee Waiver Agreement for the JPMorgan Intrepid Long/Short Fund and JPMorgan Strategic Small Cap Value Fund. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on December 15, 2005 (Accession Number 0001477469-05-028229).

(h)(5)(e) Form of Fee Waiver Agreement for the JPMorgan SmartRetirement Funds. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 28, 2006 (Accession Number 0001047469-06-005962).

(h)(5)(f) Form of Fee Waiver Agreement for the R Class shares of the JPMorgan Trust I funds listed on Schedule A. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on May 5, 2006. (Accession Number 0001047469-06-006557).

(h)(5)(g) Form of Fee Waiver Agreement for the C Class Shares of JPMorgan International Value Fund. Filed herewith.

(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. Filed herewith.

(j)(1) Consent of Counsel. Filed herewith.

(j)(2)(a) Consent of independent registered public accounting firm for the JPMorgan Money Market Funds. Filed herewith.

(j)(2)(b) Consent of independent registered public accounting firm for the JPMorgan Tax Free Funds. Filed herewith.

(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).

(m)(2) Combined Amended and Restated Schedule B to the Distribution Plan. Filed herewith.

(n)(1) Combined Amended and Restated Rule 18f-3 Multi-Class Plan, including Exhibit B. Filed herewith.

(o) Reserved.

(p) Codes of Ethics.

(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.

(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.

(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 for the Trustees. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 28, 2006 (Accession Number 0001047469-06-005962).

(99)(b) Power of Attorney for Suzanne E. Cioffi. Filed herewith.

(99)(c) Power of Attorney for George Gatch. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 28, 2006 (Accession Number 0001047469-06-005962).

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. became 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. 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 Insurance Trust

(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 with Registrant	Positions and Offices With JPMorgan Distribution Services, Inc.	Positions
George C.W. Gatch	Director	President
Michael R. Machulski	Director, Vice President & Treasurer	None

Robert L. Young	Director, Vice President	Senior Vice President
David J. Thorp, Jr.	Vice President	None
James C. Berry	Vice President & Secretary	None
Nancy E. Fields	Vice President	Assistant Secretary
Jessica K. Ditullio	Assistant Secretary	Assistant Secretary
Anthony J. Horan	Assistant Secretary	None
Euisun L. Lee	Assistant Secretary	None
Frank J. Drozek	Assistant Secretary	None
Christopher J. Mohr	Assistant Secretary	None

(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).

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.

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, certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act of 1933, and 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 28^th day of June, 2006.

JPMORGAN TRUST I

By:  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 June 28, 2006.

Fergus Reid, III*	Marilyn McCoy*
Fergus Reid, III	Marilyn McCoy
Trustee and Chairman	Trustee
William J. Armstrong*	William G. Morton*
William J. Armstrong	William G. Morton
Trustee	Trustee
Roland R. Eppley, Jr.*	Robert A. Oden, Jr.*
Roland R. Eppley, Jr.	Robert A. Oden, Jr.
Trustee	Trustee
John F. Finn*	Frederick W. Ruebeck*
John F. Finn	Frederick W. Ruebeck.
Trustee	Trustee
Matthew Goldstein*	James J. Schonbachler*
Matthew Goldstein	James J. Schonbachler
Trustee	Trustee
Robert J. Higgins*	Leonard M. Spalding, Jr*
Robert J. Higgins	Leonard M. Spalding, Jr.
Trustee	Trustee
Peter C. Marshall*
Peter C. Marshall
Trustee
By Suzanne E. Cioffi*	By George C. W. Gatch*
Suzanne E. Cioffi	George C. W. Gatch
Treasurer	President
*By /s/ Jessica K. Ditullio
Jessica K. Ditullio
Attorney-in-fact

Exhibit Index

Exhibits

(a)(4) Amended Schedule B, dated May 18, 2006, to the Declaration of Trust dated November 5, 2004.

(d)(2) Form of Amended Schedule A to the Advisory Agreement (amended as of May 18, 2006).

(e)(2) Form of Amended Schedule B to the Distribution Agreement.

(e)(3) Form of Amended Schedule C to the Distribution Agreement.

(e)(4) Form of Amended Schedule D to the Distribution Agreement.

(e)(5) Form of Amended Schedule E to the Distribution Agreement.

(e)(6) Form of Amended Schedule F to the Distribution Agreement.

(g)(3) Form of Amended Schedule A to the Global Custody & Fund Accounting Agreement.

(h)(1)(c) Form of Amended Schedule B to the Administration Agreement.

(h)(2)(b) Form of Amended Appendix A to the Transfer Agency Agreement.

(h)(3)(b) Form of Amended Schedule B to the Shareholder Servicing Agreement.

(h)(5)(g) Form of Fee Waiver Agreement for the C Class Shares of the JPMorgan International Value Fund.

(i) Opinion and consent of counsel.

(j)(1) Consent of counsel.

(j)(2)(a) Consent of independent registered public accounting firm for the JPMorgan Money Market Funds.

(j)(2)(b) Consent of independent registered public accounting firm for the JPMorgan Tax Free Funds.

(m)(2) Combined Amended and Restated Schedule B to the Distribution Plan.

(n)(1) Combined Amended and Restated Rule 18f-3 Multi-Class Plan, including Exhibit B.

(99)(b) Power of Attorney for Suzanne E. Cioffi.