JPMorgan
U.S. Equity
Funds

Institutional Class Shares

JPMorgan Disciplined Equity Fund
JPMorgan Diversified Fund
JPMorgan Mid Cap Value Fund*
JPMorgan Small Cap Growth Fund
JPMorgan U.S. Equity Fund
JPMorgan U.S. Small Company Fund
JPMorgan Value Advantage Fund
JPMorgan Value Opportunities Fund

Closed to new investors. Additional and new investments are permitted as described in the section entitled “How to Do Business with the Funds — Purchasing Fund Shares.”

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

CONTENTS

JPMorgan Disciplined Equity Fund					1
JPMorgan Diversified Fund					6
JPMorgan Mid Cap Value Fund					12
JPMorgan Small Cap Growth Fund					1 7
JPMorgan U.S. Equity Fund					2 2
JPMorgan U.S. Small Company Fund					27
JPMorgan Value Advantage Fund					32
JPMorgan Value Opportunities Fund					3 7
The Funds’ Management and Administration					4 2
How to Do Business with the Funds					4 5
Purchasing Fund Shares					4 5
Networking and Sub-Transfer Agency Fees					49
Exchanging Fund Shares					49
Redeeming Fund Shares					50
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
Risk and Reward Elements for the Funds					5 4
Financial Highlights					62
Legal Proceedings and Additional Fee and Expense Information					66
How to Reach Us					B ack cover

JPMorgan Disciplined Equity Fund

What is the goal of the Fund?

The Fund seeks to provide a consistently high total return from a broadly diversified portfolio of equity securities with risk characteristics similar to the Standard and Poor’s 500 Composite Stock Price Index (S&P 500 Index).

What are the Fund’s main investment strategies?

Under normal circumstances, the Fund invests at least 80% of its Assets in equity securities. “Assets” means net assets, plus the amount of borrowings for investment purposes. The Fund primarily invests in the common stocks of large and mid capitalization U.S. companies. Market capitalization is the total market value of a company’s shares. Sector by sector, the Fund’s weightings are similar to those of the S&P 500 Index. The Fund does not look to overweight or underweight sectors relative to the S&P 500 Index.

Within each sector, the Fund modestly overweights equity securities that it considers undervalued or fairly valued while modestly underweighting or not holding equity securities that appear overvalued. By owning a large number of equity securities within the S&P 500 Index, with an emphasis on those that appear undervalued or fairly valued, the Fund seeks returns that modestly exceed those of the S&P 500 Index over the long term with virtually the same level of volatility.

Derivatives, which are instruments that have a value based on another instrument, exchange rate or index, may be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives as tools in the management of portfolio assets. The Fund may use derivatives to hedge various investments and for risk management.

For cash management or temporary defensive purposes, the Fund may invest any portion of its Assets in cash and cash equivalents, including affiliated money market funds, high-quality money market instruments or repurchase agreements.

The Fund’s Board of Trustees may change any of these 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. You could lose money if you sell when the Fund’s share price is lower than when you invested.

Investment Process

In managing the Fund, the adviser , J.P. Morgan Investment Management Inc. (JPMIM), employs a three-step process that combines research, valuation and stock selection.

The adviser takes an in-depth look at company prospects over a relatively long period — often as much as five years — rather than focusing on near-term expectations. This approach is designed to provide insight into a company’s real growth potential.

The research findings allow the adviser to rank the companies in each sector group according to their relative value. The greater a company’s estimated worth compared to the current market price of its stock, the more undervalued the company. The valuation rankings are produced using a variety of models that quantify the research team’s findings.

On behalf of the Fund, the adviser then buys and sells equity securities according to its own policies, using the research and valuation rankings as a basis. In general, the adviser buys equity securities that are identified as undervalued and considers selling them when they appear overvalued. Along with attractive valuation, the adviser often considers a number of other criteria:

•

catalysts that could trigger a rise in a stock’s price

•

high perceived potential reward compared to perceived potential risk

•

possible temporary mispricings caused by apparent market overreactions

NOVEMBER 1, 2007 1

JPMorgan Disciplined Equity Fund (continued)

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

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 of the specific risks of investing in the Fund. The Fund is subject to management risk because it is an actively managed fund. The Fund may not achieve its objective if the adviser’s expectations regarding particular securities or markets are not met.

Market Risk. The price of equity securities may rise or fall because of changes in the broad market or changes in a company’s financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for the Fund’s portfolio or the securities market as a whole, such as changes in economic or political conditions. Equity securities are subject to “stock market risk” meaning that stock prices in general (or in particular, the types of securities in which the Fund invests) may decline over short or extended periods of time. When the value of the Fund’s securities goes down, your investment in the Fund decreases in value.

Mid Cap Company Risk. Investments in mid cap companies may be riskier than investments in larger, more established companies. The securities of mid cap companies may trade less frequently and in smaller volumes than securities of larger companies. In addition, mid cap companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Because mid cap companies may have limited product lines, markets or financial resources or may depend on a few key employees, they may be more susceptible to particular economic events or competitive factors than large capitalization companies.

Derivatives Risk. 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 investment s and could result in losses that significantly exceed the Fund’s original investment. Derivatives are also subject to the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index. 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.

Temporary Defensive Position Risk . To respond to unusual circumstances, the Fund may invest up to 100% of its assets in cash and cash equivalents for temporary defensive purposes. These investments may prevent the Fund from meeting its investment objective.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 54–60.

2 JPMORGAN U.S. EQUITY FUNDS

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 for 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 over the past one year, five years and the life of the Fund. It compares that performance to the S&P 500 Index, a broad-based securities market index, and the Lipper Large-Cap Core Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper.

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, 1998

22.85

Worst Quarter

3rd quarter, 1998

–17.74

Prior to a merger effective 9/7/01, the Fund operated in a master-feeder structure. The Fund’s performance for the period from 1/ 1 /9 8 to 9/10/01 ( the date Institutional Class Shares were launched) is based on the performance of the institutional feeder (whose investment program was identical to the investment program of, and whose expenses were substantially similar to the current expenses of, the Institutional Class Shares).

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/0 7 was 9.74 %.

NOVEMBER 1, 2007 3

JPMorgan Disciplined Equity Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time, for periods ended December 31, 200 6 *^,1


INSTITUTIONAL CLASS SHARES
Return Before Taxes	15.59	5.42	7.80
Return After Taxes on Distributions	15.33	5.14	7.15
Return After Taxes on Distributions and Sale of Fund Shares	10.45	4.57	6.52

S&P 500 INDEX^ˆ,2
(Reflects No Deduction for Fees, Expenses or Taxes)	15.80	6.19	7.83

LIPPER LARGE-CAP CORE FUNDS INDEX^ˆ,3
(Reflects No Deduction for Taxes)	13.39	5.00	6.76

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.

Prior to a merger effective 9/7/01, the Fund operated in a master-feeder structure. The Fund’s performance for the period from 1/3/97 (commencement of operations) to 9/10/01 ( the date Institutional Class Shares were launched) is based on the performance of the institutional feeder (whose investment program was identical to the investment program of, and whose expenses were substantially similar to the current expenses of, the Institutional Class Shares).

The Fund commenced operations on 1/3/97. Performance for the indexes is from 1/31/97.

The S&P 500 Index is an unmanaged index generally representative of the performance of large companies in the U.S. stock market. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of mutual fund expenses, including sales charges if applicable.

The performance of the Lipper Large-Cap Core Funds Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund.

Investors cannot invest directly in an index.

Investor Expenses for Institutional Class Shares

The expenses of Institutional Class Shares (including acquired fund fees and expenses) before and after reimbursements 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					0.25
Distribution (Rule 12b-1) Fees					NONE
Shareholder Service Fees					0.10
Other Expenses¹					0.1 6
Total Annual Operating Expenses					0.5 1
Fee Waivers and Expense Reimbursements²					(0.0 6 )
Net Expenses²					0.45

“Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year.

JPMIM, the Fund’s Administrator and Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of Institutional Class Shares (excluding acquired fund fees and expenses, dividend expenses relating to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.45% of their average daily net assets through 10/31/0 8 . In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

4 JPMORGAN U.S. EQUITY FUNDS

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 10/31/0 8 , and total annual operating expenses thereafter.

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

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
46					158				279				635

NOVEMBER 1, 2007 5

JPMorgan Diversified Fund

What is the goal of the Fund?

The Fund seeks to provide a high total return from a diversified portfolio of stocks and bonds.

What are the Fund’s main investment strategies?

Drawing on a variety of analytical tools, the Fund’s adviser allocates assets among various types of equity and fixed income investments, based on the following model allocation:

•

30%–60% medium- and large-cap U.S. equity securities

•

25%–50% U.S. and foreign fixed income securities

•

0%– 3 0% foreign equity securities

•

0%–20% small-cap U.S. equity securities

The adviser, JPMIM , may periodically increase or decrease the Fund’s actual asset allocation according to the relative attractiveness of each asset class.

Within its equity allocations, the Fund primarily invests in the common stock and convertible securities of U.S. and foreign companies.

Within its fixed income allocations, the Fund primarily invests in corporate bonds, mortgage-backed securities, and mortgage “dollar rolls.” Some of these securities may be purchased on a forward commitment basis. The Fund may also invest in floating rate securities, whose interest rates adjust automatically whenever a specified interest rate changes, and in variable rate securities, whose interest rates are changed periodically.

At least 75% of the Fund’s bonds must be rated investment grade by Moody’s Investors Service (Moody’s), Standard & Poor’s ( S&P ) , Fitch Ratings (Fitch), or the equivalent by another national rating organization including at least 65% A or better. The Fund may invest up to 25% of its bond investments in high yield, non-investment grade securities in the rating categories Ba or B by Moody’s, BB or B by S&P and Fitch or the equivalent by another national rating organization, or if unrated, that are deemed by the adviser to be of comparable quality. Non-investment grade securities are sometimes called junk bonds.

The Fund may invest in mortgage-backed securities issued by governmental entities and private issuers. These may include investments in collateralized mortgage obligations (CMOs) and principal-only (PO) and interest-only (IO) stripped mortgage-backed securities.

The Fund may enter into “dollar rolls,” in which the Fund sells mortgage-backed securities and at the same time contracts to buy back very similar securities at a future dates.

In addition to purchasing securities directly, the Fund may purchase shares of other JPMorgan Funds in order to expose the Fund to certain asset classes when the adviser believes it is appropriate and the investments in the JPMorgan Funds will be considered part of the applicable asset class when the percentages for the asset allocation model are calculated.

The Fund’s Board of Trustees may change any of these 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.

Investment Process

Within its asset allocation framework, the adviser selects the Fund’s securities. With the stock portion of the portfolio, the Fund keeps its sector weightings in line with the markets in which it invests, while actively seeking the most attractive stocks within each sector. In choosing

6 JPMORGAN U.S. EQUITY FUNDS

individual stocks, the adviser ranks them according to their relative value using a proprietary model that incorporates research from the adviser’s worldwide network of analysts. Foreign stocks are chosen using a similar process, while also monitoring country allocation and currency exposure.

With the bond portion of the portfolio, the adviser uses fundamental, economic and capital markets research to select securities. The adviser actively manages the mix of U.S. and foreign bonds while typically keeping duration — a common measurement of sensitivity to interest rate movements — within one year of the average for the U.S. investment grade bond universe (currently about five years).

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

The Fund’s Main Investment Risks

Equity Market Risk. The price of equity securities may rise or fall because of changes in the broad market or changes in a company’s financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for the Fund’s portfolio or the securities market as a whole, such as changes in economic or political conditions. Equity securities are subject to “stock market risk” meaning that stock prices in general (or in particular, the types of securities in which the Fund invests) may decline over short or extended periods of time. When the value of the Fund’s securities goes down, your investment in the Fund decreases in value.

Foreign Securities Risk. To the extent that the Fund invests in foreign securities, investments in foreign securities may be riskier than investments in U.S. securities. These risks include political and economic risks, greater volatility, higher transaction costs, delayed settlement, possible foreign controls on investment and less stringent investor protection and disclosure standards of some foreign markets, all of which could adversely affect the Fund’s investments in a foreign country. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. If foreign securities are denominated and traded in a foreign currency, the value of the Fund’s foreign holdings can be affected by currency exchange rates and exchange control regulations. These risks increase when investing in issuers located in emerging markets. The Fund’s investments in foreign securities may also be subject to foreign withholding taxes. In that case, the Fund’s yield on those securities would be decreased.

Smaller Cap Company Risk. Although the Fund may invest in equity investments of all companies across all market capitalizations, the Fund’s risks increase as it invests more heavily in smaller companies (mid cap and small cap companies). The securities of smaller companies may trade less frequently and in smaller volumes than securities of larger companies. In addition, smaller companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Because smaller companies may have limited product lines, markets or financial resources or may depend on a few key employees, they may be more susceptible to particular economic events or competitive factors than large capitalization companies.

Convertible Securities Risk. The market value of convertible securities and other debt securities tends to fall when prevailing interest rates rise. The value of convertible securities also tends to change whenever the market value of the underlying common or preferred stock fluctuates.

Investment Company Risk. 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.

Interest Rate Risk. The Fund’s debt securities will increase or decrease in value based on changes in interest rates. If rates increase, the value of the Fund’s investments generally declines. On the other hand, if rates fall, the value of the investments generally increases. Your investment will decline in value if the value of the Fund’s investments decreases. Securities with greater interest rate sensitivity and longer maturities tend to produce higher yields, but are subject to greater fluctuations in value. Usually, the changes in the value of fixed income securities will not affect cash income generated, but may affect the value of your investment.

Credit Risk. There is a risk that issuers and counterparties will not make payments on securities and repurchase agreements held by the Fund. Such default could result in losses to the Fund. In addition, the credit quality of securities held by the Fund may be lowered if an issuer’s financial condition changes. Lower credit quality may lead to greater volatility in the price of a

NOVEMBER 1, 2007 7

JPMorgan Diversified Fund (continued)

security and in shares of the Fund. Lower credit quality also may affect liquidity and make it difficult for the Fund to sell the security.

High Yield Securities Risk. The Fund may also invest in non-investment grade bonds, also known as high yield securities or junk bonds. One of the Fund’s main investment strategies is to invest in high yield, high risk securities which are considered to be speculative. These investments may be issued by companies which are highly leveraged, less creditworthy or financially distressed. Although these investments generally provide a higher yield than higher-rated debt securities, the high degree of risk involved in these investments can result in substantial or total losses. The market price of these securities can change suddenly and unexpectedly. As a result, the Fund is intended as a long-term investment program for investors who are able and willing to assume a high degree of risk.

Prepayment and Call Risk. As part of its main investment strategy, the Fund invests in mortgage-backed and asset-backed securities. The issuer of these securities and other callable securities may be able to repay principal in advance, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of mortgage- and asset-backed securities. When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest in securities with a lower yield. The Fund also may fail to recover additional amounts (i.e., premiums) paid for securities with higher interest rates, resulting in an unexpected capital loss.

CMO, IO & PO Risk. Collateralized mortgage obligations (CMOs) are issued in multiple classes, and each class may have its own interest rate and/or final payment date. A class with an earlier final payment date may have certain preferences in receiving principal payments or earning interest. As a result, the value of some classes in which the Fund invests may be more volatile and may be subject to higher risk of nonpayment.

The values of interest-only (IO) and principal-only (PO) mortgage-backed securities are more volatile than other types of mortgage-related securities. They are very sensitive not only to changes in interest rates, but also to the rate of prepayments. A rapid or unexpected increase in prepayments can significantly depress the price of interest-only securities, while a rapid or unexpected decrease could have the same effect on principal-only securities. In addition, these instruments may be illiquid.

Government Securities Risk. The Fund invests in securities issued or guaranteed by the U.S. government or its agencies and instrumentalities (such as Ginnie Mae, Fannie Mae or Freddie Mac securities). Securities issued or guaranteed by Ginnie Mae, Fannie Mae or Freddie Mac are not issued directly by the U.S. government. Ginnie Mae is a wholly-owned U.S. corporation that is authorized to guarantee, with the full faith and credit of the U.S. government, the timely payment of principal and interest of its securities. By contrast, securities issued or guaranteed by U.S. government related organizations such as Fannie Mae and Freddie Mac are not backed by the full faith and credit of the U.S. government. No assurance can be given that the U.S. government would provide financial support to its agencies and instrumentalities if not required to do so by law.

High Portfolio Turnover Risk. The Fund may engage in active and frequent trading leading to increased portfolio turnover, higher transaction costs, and the possibility of increased capital gains.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 54–60.

8 JPMORGAN U.S. EQUITY FUNDS

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 for 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 Fund Benchmark, a customized benchmark, the S&P 500 Index, a broad-based securities market index, and the Lipper Balanced Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper. The Fund Benchmark is a composite benchmark of unmanaged indices that corresponds to the Fund’s model allocation and that consists of S&P 500 (60%) and Lehman Brothers Aggregate Bond (40%) indexes.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS^*,1

Best Quarter

4th quarter, 1998

13.48

Worst Quarter

3rd quarter, 2002

–10.95

Prior to a merger effective 9/7/01, the Fund operated in a master-feeder structure. The Fund’s performance for the period from 1/1/9 7 to 9/10/01 ( the date Institutional Class Shares were launched) is based on the performance of the institutional feeder (whose investment program was identical to the investment program of, and whose expenses were substantially similar to the current expenses of, the Institutional Class Shares) .

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/0 7 was 7.79 %.

NOVEMBER 1, 2007 9

JPMorgan Diversified Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time, for periods ended December 31, 200 6 *


INSTITUTIONAL CLASS SHARES
Return Before Taxes	12.83	6.38	7 .13
Return After Taxes on Distributions	11.55	5.66	5.66
Return After Taxes on Distributions and Sale of Fund Shares	9.25	5.19	5.39

FUND BENCHMARK^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	11.12	5.99	7.88

S&P 500 INDEX^ˆ,2
(Reflects No Deduction for Fees, Expenses or Taxes)	15.80	6.19	8.42

LIPPER BALANCED FUNDS INDEX^ˆ,3
(Reflects No Deduction for Taxes)	11.60	6.50	7.44

The performance of this benchmark does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of mutual fund expenses, including sales charges if applicable.

The performance of the Lipper Balanced Funds Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund.

Investors cannot invest directly in an index.

10 JPMORGAN U.S. EQUITY FUNDS

Investor Expenses for Institutional Class Shares

ANNUAL OPERATING EXPENSES (%)

(Expenses that are deducted from Institutional Class assets)

Management Fees					0.55
Distribution (Rule 12b-1) Fees					NONE
Shareholder Service Fees					0.10
Other Expenses¹					0. 29
Total Annual Operating Expenses					0.94
Fee Waivers and Expense Reimbursements²					(0. 29 )
Net Expenses²					0.65

“Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year.

JPMIM, the Fund’s Administrator and Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of Institutional Class Shares (excluding acquired fund fees and expenses, dividend expenses relating to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.65% of their average daily net assets through 10/31/0 8 . 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 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 10/31/0 8 , 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.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
66					271				492				1,128

NOVEMBER 1, 2007 11

JPMorgan Mid Cap Value Fund

Currently, the Fund is publicly offered on a limited basis. (See “Purchasing Fund Shares — What does it mean that the Mid Cap Value Fund is publicly offered on a limited basis?” for more information.)

What is the goal of the Fund?

The Fund seeks growth from capital appreciation.

What are the Fund’s main investment strategies?

Under normal circumstances, the Fund invests at least 80% of its Assets in equity securities of mid cap companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. Mid cap companies are companies with market capitalizations between $1 billion to $20 billion at the time of purchase. Market capitalization is the total market value of a company’s shares.

The Fund’s investments are primarily in common stocks and real estate investment trusts (REITs). REITs are pooled investment vehicles which invest primarily in income-producing real estate or loans related to real estate.

The Fund’s Board of Directors may change any of these 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.

Investment Process

In managing the Fund, the adviser , JPMIM, employs a bottom-up approach to stock selection, constructing portfolios based on company fundamentals, quantitative screening and proprietary fundamental analysis. The adviser looks for quality companies, which appear to be undervalued and to have the potential to grow intrinsic value per share. Quality companies generally have a sustainable competitive position, low business cyclicality, high returns on invested capital and strong experienced management. Potential investments are subjected to rigorous financial analysis and a disciplined approach to valuation.

The adviser may sell a security for several reasons. The adviser may sell a security due to a change in the company’s fundamentals. A change in the original reason for purchase of an investment may also cause the security to be eliminated from the portfolio. Investments may be sold if new investment opportunities with higher expected returns emerge to displace existing portfolio holdings with lower expected returns. Finally, the adviser may also sell a security, which the adviser no longer considers attractively valued.

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

12 JPMORGAN U.S. EQUITY FUNDS

The Fund’s Main Investment Risks

Value Investing Risk. Value investing attempts to identify companies that, according to the adviser’s estimate of their true worth, are undervalued. The adviser selects stocks at prices that it believes are temporarily low relative to factors such as the company’s earnings, cash flow or dividends. A value stock may decrease in price or may not increase in price as anticipated by the adviser if other investors fail to recognize the company’s value or the factors that the adviser believes will cause the stock price to increase do not occur. The Fund’s performance may be better or worse than the performance of equity funds that focus on growth stocks or that have a broader investment style.

Real Estate Securities Risk. The value of real estate securities in general, and REITs in particular, are subject to the same risks as direct investments in real estate and will depend on the value of the underlying properties or the underlying loans or interests. The value of these securities will rise and fall in response to many factors, including economic conditions, the demand for rental property and interest rates. In particular, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management of the underlying properties. REITs may be more volatile and/or more illiquid than other types of equity securities.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 54–60.

NOVEMBER 1, 2007 13

JPMorgan Mid Cap Value 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 for 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 over the past one year, five years and the life of the Fund. It compares that performance to the Russell Midcap^® Value Index, a broad-based securities market index, and the Lipper Mid-Cap Value Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS¹

Best Quarter

4th quarter, 1998

17.96

Worst Quarter

3rd quarter, 1998

–11.06

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/0 7 was 6.51 %.

14 JPMORGAN U.S. EQUITY FUNDS

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time, for periods ended December 31, 200 6 ¹


INSTITUTIONAL CLASS SHARES
Return Before Taxes	17.32	15.93	17.77
Return After Taxes on Distributions	16.02	15.34	15.72
Return After Taxes on Distributions and Sale of Fund Shares	12.25	13.84	14.63

RUSSELL MIDCAP^® VALUE INDEX^ˆ,2
(Reflects No Deduction for Fees, Expenses or Taxes)	20.22	15.88	11.90

LIPPER MID-CAP VALUE FUNDS INDEX^ˆ,3
(Reflects No Deduction for Taxes)	14.40	12.04	9.68

The Fund commenced operations on 11/13/97. Performance for the indexes is from 11/30/97.

The Russell Midcap^® Value Index is an unmanaged index which measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of the mutual fund expenses, including sales charges if applicable.

The performance of the Lipper Mid-Cap Value Funds Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund.

Investors cannot invest directly in an index.

NOVEMBER 1, 2007 15

JPMorgan Mid Cap Value Fund (continued)

Investor Expenses for Institutional Class Shares

ANNUAL FUND OPERATING EXPENSES (%)

(Expenses that are deducted from Institutional Class Assets)

Management Fees	0.65
Distribution (Rule12b-1) Fees	NONE
Shareholder Service Fees	0.10
Other Expenses¹	0.20
Acquired Fund Fees and Expenses²	0.01
Total Annual Operating Expenses^3,4	0.96
Fee Waivers and Expense Reimbursements⁴	(0.20	)
Net Expenses⁴	0.76

“Other Expenses” have been calculated based on the actual amounts incurred in the most recent fiscal year.

“Acquired Fund Fees and Expenses” are based on the allocation of the Fund’s assets among the acquired funds calculated on a daily basis through the Fund’s last fiscal year end. This amount reflects the allocation only through the fiscal year ending 6/30/07. Acquired Fund Fees and Expenses will vary with changes in the expenses of the acquired funds as well as allocation of the Fund’s assets, and may be higher or lower than those shown above.

The Total Annual Operating Expenses included in the fee table do not correlate to the ratio of expenses to average net assets in the Financial Highlights. The Financial Highlights reflect only the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses.

JPMIM, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of Institutional Class Shares (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest , taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.75% of the average daily net assets through 10/31/08. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses would have been 0.95% of the average daily net assets for Institutional Class Shares. 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 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 10/31/0 8 , and total annual operating expenses thereafter.

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

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
78					286				511				1,160

16 JPMORGAN U.S. EQUITY FUNDS

JPMorgan Small Cap Growth Fund

What is the goal of the Fund?

The Fund seeks long-term capital growth primarily by investing in a portfolio of equity securities of small-capitalization and emerging growth companies.

What are the Fund’s main investment strategies?

Under normal circumstances, at least 80% of the Fund’s assets will be invested in the securities of small capitalization companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. Small cap companies are companies with market capitalizations equal to those within the universe of the Russell 2000^® Growth Index stocks at the time of purchase. Market capitalization is the total market value of a company’s shares. Typically, the Fund invests in securities of companies with a history of above-average growth, as well as companies expected to have above-average growth.

The Fund’s Board of Trustees may change any of these investment policies (except 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.

Investment Process

In managing the Fund, the adviser , JPMorgan Investment Advisors Inc. (JPMIA), employs a process that combines research, valuation and stock selection to identify companies that have a history of above-average growth or which the adviser believes will achieve above-average growth in the future. Growth companies purchased for the Fund include those with leading competitive positions, predictable and durable business models and management that can achieve sustained growth. The adviser makes specific purchase decisions based on a number of quantitative factors, including valuation and improving fundamentals, as well as the stock and industry insights of the adviser’s research and portfolio management teams. Finally, a disciplined, systematic portfolio construction process is employed to minimize uncompensated risks relative to the benchmark.

The adviser may sell a security for several reasons. The adviser may sell a security due to a change in the company’s fundamentals, a change in the original reason for purchase of an investment, or new investment opportunities with higher expected returns emerge to displace existing portfolio holdings with lower expected returns. Finally, the adviser may also sell a security, which the adviser no longer considers reasonably valued.

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

NOVEMBER 1, 2007 17

JPMorgan Small Cap Growth Fund (continued)

The Fund’s Main Investment Risks

Small Cap Company Risk. Investments in small cap companies may be riskier than investments in larger, more established companies. The securities of small cap companies may trade less frequently and in smaller volumes than securities of larger companies. In addition, small cap companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Because small cap companies may have limited product lines, markets or financial resources or may depend on a few key employees, they may be more susceptible to particular economic events or competitive factors than large capitalization companies.

Growth Investing Risk. Growth investing attempts to identify companies that the adviser believes will experience rapid earnings growth relative to value or other types of stocks. The value of these stocks generally is much more sensitive to current or expected earnings than stocks of other types of companies. Short-term events, such as a failure to meet industry earnings expectations, can cause dramatic decreases in the growth stock price compared to other types of stock. Growth stocks may also trade at higher multiples of current earnings compared to value or other stocks, leading to inflated prices and thus greater declines if earnings expectations are not met. The Fund’s performance may be better or worse than the performance of equity funds that focus on value stocks or that have a broader investment style.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 54–60.

18 JPMORGAN U.S. EQUITY FUNDS

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 for 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 over the past one year, five years and ten years. It compares that performance to the Russell 2000^® Growth Index, a broad-based securities market index, and Lipper Small-Cap Growth Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS^*,1

Best Quarter

3rd quarter, 1997

21.57

Worst Quarter

3rd quarter, 1998

–22.13

The Institutional Class Shares commenced operations on 2/19/05. Historical performance shown for Institutional Class Shares prior to 1/1/06 is based on the performance of the Fund’s Select Class Shares, which invest in the same portfolio of securities, but which are not offered in this prospectus. The actual returns of the Institutional Class Shares would have been different than those shown because Institutional Class Shares have different expenses than Select Class Shares.

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/0 7 was 15.89 %.

NOVEMBER 1, 2007 19

JPMorgan Small Cap Growth Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time, for periods ended December 31, 200 6 ¹


INSTITUTIONAL CLASS SHARES
Return Before Taxes	16.51	9.80	9.75
Return After Taxes on Distributions	12.68	8.44	7.88
Return After Taxes on Distributions and Sale of Fund Shares	12.44	8.18	7.74

RUSSELL 2000^® GROWTH INDEX^ˆ,2
(Reflects No Deduction for Fees, Expenses or Taxes)	13.35	6.93	4.88

LIPPER SMALL-CAP GROWTH FUNDS INDEX^ˆ,3
(Reflects No Deduction for Taxes)	10.67	6.23	6.94

Historical performance shown for Institutional Class Shares prior to their inception on 2/19/05 is based on the performance of the Fund’s Select Class Shares, which invest in the same portfolio of securities, but whose shares are not offered in this prospectus. The actual returns of the Institutional Class Shares would have been different than those shown because Institutional Class Shares have different expenses than Select Class Shares.

The Russell 2000^® Growth Index is an unmanaged index which measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of the mutual fund expenses, including sales charges if applicable.

The performance of the Lipper Small-Cap Growth Funds Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund.

Investors cannot invest directly in an index.

Investor Expenses for Institutional Class Shares

ESTIMATED ANNUAL OPERATING EXPENSES (%)

(Expenses that are deducted from Institutional Class assets)

Management Fees					0.65
Distribution (Rule 12b-1) Fees					NONE
Shareholder Service Fees					0.10
Other Expenses¹					0.2 1
Total Annual Operating Expenses					0.9 6
Fee Waivers and Expense Reimbursements²					(0.1 1 )
Net Expenses²					0.85

“Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year.

JPMIA, the Fund’s Administrator and Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of Institutional Class Shares (excluding acquired fund fees and expenses, dividend expenses relating to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.85% of their average daily net assets through 10/31/0 8 . 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 JPMORGAN U.S. EQUITY FUNDS

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 10/31/0 8 , and total annual operating expenses thereafter.

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

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
87					295				520				1,168

NOVEMBER 1, 2007 21

JPMorgan U.S. Equity Fund

What is the goal of the Fund?

The Fund seeks to provide high total return from a portfolio of selected equity securities.

What are the Fund’s main investment strategies?

Under normal circumstances, the Fund invests at least 80% of its Assets in equity securities of U.S. companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. The Fund primarily invests in large and medium capitalization U.S. companies. Market capitalization is the total market value of a company’s shares. Sector by sector, the Fund’s weightings are similar to those of the S&P 500 Index. The Fund can moderately underweight or overweight sectors when it believes it will benefit performance.

Within each sector, the Fund focuses on those equity securities that it considers most undervalued and seeks to outperform the S&P 500 through superior stock selection. By emphasizing undervalued equity securities, the Fund seeks to produce returns that exceed those of the S&P 500 Index. At the same time, by controlling the sector weightings of the Fund so they can differ only moderately from the sector weightings of the S&P 500 Index, the Fund seeks to limit its volatility to that of the overall market, as represented by this index.

Equity securities in which the Fund primarily invests include common stocks, depositary receipts, exchange-traded funds (ETFs) and real estate investment trusts (REITs). 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 and industries. REITs are pooled investment vehicles which invest primarily in income-producing real estate or loans related to real estate.

The Fund’s Board of Trustees may change any of these 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.

Investment Process

In managing the Fund, the adviser , JPMIM, employs a three-step process that combines research, valuation and stock selection.

Along with attractive valuation, the adviser often considers a number of other criteria:

•

catalysts that could trigger a rise in a stock’s price

•

high potential reward compared to potential risk

•

temporary mispricings caused by apparent market overreactions

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

22 JPMORGAN U.S. EQUITY FUNDS

The Fund’s Main Investment Risks

Strategy Risk. The adviser selects stocks at prices that it believes are temporarily low relative to factors such as the company’s earnings, cash flow or dividends. An undervalued stock may decrease in price or may not increase in price as anticipated by the adviser if other investors fail to recognize the company’s value or the factors that the adviser believes will cause the stock price to increase do not occur. The Fund’s performance may be better or worse than the performance of equity funds that invest in other types of stocks or that have a broader investment style.

ETF and Investment Company Risk. The price movement of an ETF may not track the underlying index and may result in a loss. In addition, shareholders bear both their proportionate share of the Fund’s expenses and similar expenses of the underlying investment company when the Fund invests in shares of another investment company.

Foreign Securities Risk. To the extent that the Fund invests in depositary receipts, these investments may be riskier than investments in U.S. securities. These risks include political and economic risks, greater volatility, higher transaction costs, possible foreign controls on investment and less stringent investor protection and disclosure standards of some foreign markets, all of which could adversely affect the Fund’s investments in a foreign country.

High Portfolio Turnover Risk. The Fund may engage in active and frequent trading leading to increased portfolio turnover, higher transaction costs, and the possibility of increased capital gains.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 54–60.

NOVEMBER 1, 2007 23

JPMorgan U.S. Equity 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 for 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 over the past one year, five years and ten years. It compares that performance to the S&P 500 Index, a broad-based securities market index, and the Lipper Large-Cap Core Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS^*,1

Best Quarter

4th quarter, 1998

21.46

Worst Quarter

3rd quarter, 2002

–18.07

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/0 7 was 13.76 %.

24 JPMORGAN U.S. EQUITY FUNDS

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time, for periods ended December 31, 200 6 *


INSTITUTIONAL CLASS SHARES
Return Before Taxes	17.31	5.42	7.38
Return After Taxes on Distributions	14.51	4.70	5.13
Return After Taxes on Distributions and Sale of Fund Shares	13.47	4.48	5.39

S&P 500 INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	15.80	6.19	8.42

LIPPER LARGE-CAP CORE FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	13.39	5.00	7.27

^ˆInvestors cannot invest directly in an index.

Investor Expenses for Institutional Class Shares

ANNUAL OPERATING EXPENSES (%)

(Expenses that are deducted from Institutional Class assets)

Management Fees					0.40
Distribution (Rule 12b-1) Fees					NONE
Shareholder Service Fees					0.10
Other Expenses¹					0.2 0
Total Annual Operating Expenses					0.7 0
Fee Waivers and Expense Reimbursements²					(0.0 6 )
Net Expenses²					0.64

“Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year.

JPMIM, the Fund’s Administrator and Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of Institutional Class Shares (excluding acquired fund fees and expenses, dividend expenses relating to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.64% of their average daily net assets through 10/31/0 8 . In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

NOVEMBER 1, 2007 25

JPMorgan U.S. Equity 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 10/31/0 8 , and total annual operating expenses thereafter.

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

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
65					218				384				865

26 JPMORGAN U.S. EQUITY FUNDS

JPMorgan U.S. Small Company Fund

What is the goal of the Fund?

The Fund seeks to provide high total return from a portfolio of small company stocks.

What are the Fund’s main investment strategies?

Under normal circumstances, the Fund invests at least 80% of its Assets in equity securities of small cap U.S. companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. Small cap companies are companies with market capitalizations similar to those within the universe of the Russell 2000^® Index at the time of purchase. Market capitalization is the total market value of a company’s shares. Sector by sector, the Fund’s weightings are similar to those of the Russell 2000^® Index. The Fund can moderately underweight or overweight sectors when it believes it will benefit performance.

Within each sector, the Fund focuses on those stocks that it considers most attractive. Stocks become candidates for sale when they appear unattractive or when the company is no longer a small-cap company. The Fund may also continue to hold them if it believes further substantial growth is possible.

The Fund pursues returns that exceed those of the Russell 2000^® Index while seeking to limit its volatility relative to this index.

For cash management or temporary defensive purposes, the Fund may invest any portion of its Assets in affiliated money market funds, high-quality money market instruments or repurchase agreements.

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

This 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.

Investment Process

In managing the Fund, the adviser , JPMIM, leverages a proprietary stock ranking system that is enhanced by a fundamental overlay (bottom up research conducted by small cap analysts and the portfolio management team) to determine the attractiveness of stocks within the investment universe. Stocks are ranked and are then placed into portfolios. In general, stocks are purchased when they are among the top ranked within their sector and are sold when their ranking falls. Risk or factor exposures are managed through portfolio construction. Portfolio constraints control for sector weights, position sizes and/or style characteristics of the Fund.

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

The Fund’s Main Investment Risks

NOVEMBER 1, 2007 27

JPMorgan U.S. Small Company Fund (continued)

particular, the types of securities in which the Fund invests) may decline over short or extended periods of time. When the value of the Fund’s securities goes down, your investment in the Fund decreases in value.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 54–60.

28 JPMORGAN U.S. EQUITY FUNDS

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares.* The bar chart shows the performance of the Fund’s shares has varied from year to year for 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 over the past one year, five years and ten years. It compares that performance to the Russell 2000^® Index, a broad-based securities market index, and the Lipper Small-Cap Core Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS^*,1

Best Quarter

4th quarter, 1999

34.75

Worst Quarter

3rd quarter, 2001

–22.61

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/0 7 was 1.54 %.

NOVEMBER 1, 2007 29

JPMorgan U.S. Small Company Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time, for periods ended December 31, 200 6 *


INSTITUTIONAL CLASS SHARES
Return Before Taxes	15.87	8.91	7.79
Return After Taxes on Distributions	13.22	7.51	6.07
Return After Taxes on Distributions and Sale of Fund Shares	13.03	7.45	6.12

RUSSELL 2000^® INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	18.37	11.39	9.44

LIPPER SMALL-CAP CORE FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	13.70	10.50	10.32

The Russell 2000^® Index is an unmanaged, index, which measures the performance of the 2000 smallest stocks (on the basis of capitalization) in the Russell 3000^® Index. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of the mutual fund expenses, including sales charges if applicable.

The performance of the Lipper Small-Cap Core Funds Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund.

ˆInvestors cannot invest directly in an index.

30 JPMORGAN U.S. EQUITY FUNDS

Investor Expenses for Institutional Class Shares

ANNUAL FUND OPERATING EXPENSES (%)

(Expenses that are deducted from Institutional Class Assets)

Management Fees	0.60
Distribution (Rule12b-1) Fees	NONE
Shareholder Service Fees	0.10
Other Expenses¹	0.29
Acquired Fund Fees and Expenses²	0.01
Total Annual Operating Expenses^3,4	1.00
Fee Waivers and Expense Reimbursements⁴	(0.16	)
Net Expenses⁴	0.84

“Other Expenses” have been calculated based on the actual amounts incurred in the most recent fiscal year.

JPMIM, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of Institutional Class Shares (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest , taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.83% of the average daily net assets through 10/31/08. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses would have been 0.99% of the average daily net assets for Institutional Class Shares. 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 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 10/31/0 8 and total annual operating expenses thereafter.

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

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
86					302				537				1,210

NOVEMBER 1, 2007 31

JPMorgan Value Advantage Fund

What is the goal of the Fund?

The Fund seeks to provide long-term total return from a combination of income and capital gains.

What are the Fund’s main investment strategies?

The Fund will invest primarily in equity securities across all market capitalizations. Market capitalization is the total market value of a company’s shares. Although the Fund may invest in securities of companies across all market capitalizations, it may at any given time invest a significant portion of its assets in companies of one particular market capitalization category, such as large capitalization companies, when the adviser, JPMIM, believes such companies offer attractive opportunities.

Equity securities in which the Fund primarily invests include common stocks and real estate investment trusts (REITs). REITs are pooled investment vehicles which invest primarily in income-producing real estate or loans related to real estate.

For cash management or temporary defensive purposes, the Fund may invest any portion of its a ssets in cash and cash equivalents, including affiliated money market funds, high-quality money market instruments or repurchase agreements.

The Fund’s Board of Trustees may change any of these 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.

Investment Process

In managing the Fund, the adviser employs a bottom-up approach to stock selection, constructing portfolios based on company fundamentals, quantitative screening and proprietary fundamental analysis. The adviser looks for quality companies, which appear to be undervalued and have the potential to grow intrinsic value per share. Quality companies generally have a strong competitive position, low business cyclicality, high returns and strong experienced management. Potential investments are subjected to rigorous financial analysis and a disciplined approach to valuation.

The adviser may sell a security for several reasons. The adviser may sell a security due to a change in the company’s fundamentals. A change in the original reason for purchase of an investment may also cause the security to be eliminated from the portfolio. Investments may be sold if new investment opportunities with high expected returns emerge to displace existing portfolio holdings with lower expected returns. Finally, the adviser may also sell a security, which the adviser no longer considers attractively valued.

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

32 JPMORGAN U.S. EQUITY FUNDS

The Fund’s Main Investment Risks

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 54–60.

NOVEMBER 1, 2007 33

JPMorgan Value Advantage 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 the performance of the Fund’s Institutional Class Shares over the past calendar year. 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 and the life of the Fund. It compares that performance to the Russell 3000^® Value Index, a broad-based securities market index, and the Lipper Multi-Cap Value Funds Index, an index based on the total return of certain mutual funds within the Fund’s designated category as determined by Lipper.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS¹

Best Quarter

4th quarter, 2006

8.76

Worst Quarter

2nd quarter, 2006

0.70

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/07 was 6.65%.

34 JPMORGAN U.S. EQUITY FUNDS

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time, for periods ended December 31, 2006


INSTITUTIONAL CLASS SHARES
Return Before Taxes	22.59	16.09
Return After Taxes on Distributions	21.84	15.43
Return After Taxes on Distributions and Sale of Fund Shares	14.94	13.50

RUSSELL 3000^® VALUE INDEX^2,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	22.34	15.00

LIPPER MULTI-CAP VALUE FUNDS INDEX^3,ˆ
(Reflects No Deduction for Taxes)	17.07	12.44

The Fund commenced operations on 2/28/05.

The Russell 3000^® Value Index is an unmanaged index which measures the performance of those Russell 3000^® companies (largest 3000 U.S. companies) with lower price-to-book ratios and lower forecasted growth values. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of mutual fund expenses, including sales charges, if applicable.

The performance of the Lipper Multi-Cap Value Funds Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund.

Investors cannot invest directly in an index.

NOVEMBER 1, 2007 35

JPMorgan Value Advantage Fund (continued)

Investor Expenses for Institutional Class Shares

ANNUAL FUND OPERATING EXPENSES (%)

(Expenses that are deducted from Institutional Class Assets)

Management Fees	0.65
Distribution (Rule12b-1) Fees	NONE
Shareholder Service Fees	0.10
Other Expenses¹	0.25
Acquired Fund Fees and Expenses²	0.03
Total Annual Operating Expenses^3,4	1.03
Fee Waivers and Expense Reimbursements⁴	(0.25	)
Net Expenses⁴	0.78

“Other Expenses” have been calculated based on the actual amounts incurred in the most recent fiscal year.

“Acquired Fund Fees and Expenses” are based on the allocation of the Fund’s assets among the acquired funds calculated on a daily basis through the Fund’s last fiscal year end. This amount reflects the allocation only through the fiscal year ending 6/30/07. Acquired Fund Fees and Expenses w ill vary with changes in the expenses of the acquired funds as well as allocation of the Fund’s assets, and may be higher or lower than those shown above.

JPMIM, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of Institutional Class Shares (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest , taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.75% of the average daily net assets through 10/31/08. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses would have been 1.00% of the average daily net assets for Institutional Class Shares. 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 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 10/31/0 8 , and total annual operating expenses thereafter.

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

IF YOU SELL YOUR SHARES YOUR COST WOULD BE:

YOUR COST ($)

1 Year				3 Years				5 Years				10 Years
80					303				544				1,237

36 JPMORGAN U.S. EQUITY FUNDS

JPMorgan Value Opportunities Fund

What is the goal of the Fund?

The Fund seeks to provide long-term capital appreciation.

What are the Fund’s main investment strategies?

Under normal circumstances, the Fund invests at least 80% of its A ssets in equity securities of mid - and large - capitalization companies at the time of purchase. Issuers with market capitalizations between $2 billion and $5 billion are considered mid - capitalization while those above $5 billion are considered large capitalization. “Assets” means net assets, plus the amount of borrowings for investment purposes. Market capitalization is the total market value of a company’s shares. The adviser, JPMIM, invests in companies whose securities are, in the adviser’s opinion, currently undervalued when purchased but which have the potential to increase their intrinsic value per share. The Fund primarily invests in common stocks.

For cash management or temporary defensive purposes, the Fund may invest any portion of its A ssets in cash and cash equivalents, including affiliated money market funds, high-quality money market instruments or repurchase agreements.

The Fund’s Board of Directors may change any of these 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.

Investment Process

In managing the Fund, the adviser employs a three-step process that combines research, valuation and stock selection.

The research findings allow the adviser to rank the companies in each industry group according to their relative value. The greater a company’s estimated worth compared to the current market price of its stock, the more undervalued the company. The valuation rankings are produced using a variety of models that quantify the research team’s findings.

On behalf of the Fund, the adviser then buys and sells securities according to its own policies, using the research and valuation rankings as a basis. In general, the adviser buys equity securities that are identified as undervalued and considers selling them when they appear overvalued. Along with attractive valuation, the adviser often considers a number of other criteria:

•

catalysts that could trigger a rise in a stock’s price

•

high potential reward compared to potential risk

•

temporary mispricings caused by market overreactions

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

NOVEMBER 1, 2007 37

JPMorgan Value Opportunities Fund (continued)

The Fund’s Main Investment Risks

Mid - Cap Company Risk. Investments in mid - cap companies may be riskier than investments in larger, more established companies. The securities of mid - cap companies may trade less frequently and in smaller volumes than securities of larger companies. In addition, mid - cap companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Because mid - cap companies may have limited product lines, markets or financial resources or may depend on a few key employees, they may be more susceptible to particular economic events or competitive factors than large capitalization companies.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 54– 60.

38 JPMORGAN U.S. EQUITY FUNDS

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares.* The bar chart shows the performance of the Fund’s shares for the past five calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns over the past one year , five years and the life of the Fund. It compares that performance to the Russell 1000^® Value Index, a broad-based securities market index, and the Lipper Large-Cap Value Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS^*,1

Best Quarter

2nd quarter, 2003

18.19

Worst Quarter

3rd quarter, 2002

–15.91

Historical performance shown for Institutional Class Shares prior to their inception on 12/31/04 is based on the performance of the Fund’s Class A Shares , which invest in the same portfolio of securities , but 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 Class A Shares. On 12/31/01, the Fund changed its name, investment objective, certain investment policies and restrictions, as well as its adviser. Prior to that time, the Fund operated as The Growth Fund of Washington. In light of the change of adviser and other changes noted, the Fund’s performance record prior to 2002 is not considered pertinent for investors considering whether to purchase shares of the Fund.

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/0 7 was 6.66 %.

NOVEMBER 1, 2007 39

JPMorgan Value Opportunities Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time, for periods ended December 31, 200 6 *


INSTITUTIONAL CLASS SHARES
Return Before Taxes	20.46	11.25	11.25
Return After Taxes on Distributions	19.35	9.00	9.00
Return After Taxes on Distributions and Sale of Fund Shares	13.87	8.91	8.91

RUSSELL 1000^® VALUE INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	22.24	10.86	10.86

LIPPER LARGE-CAP VALUE FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	18.30	7.67	7.67

Historical performance shown for Institutional Class Shares prior to their inception on 12/31/04 is based on the performance of the Fund’s Class A Shares , which invest in the same portfolio securities , but 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 Class A Shares. On 12/31/01, the Fund changed its name, investment objective, certain investment policies and restrictions, as well as its adviser. Prior to that time, the Fund operated as The Growth Fund of Washington. In light of the change of adviser and other changes noted, the Fund’s performance record prior to 2002 is not considered pertinent for investors considering whether to purchase shares of the Fund.

The Russell 1000^® Value Index is an unmanaged index which measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of mutual fund expenses, including sales charges if applicable.

The performance of the Lipper Large-Cap Value Funds Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund.

^ˆ

Investors cannot invest directly in an index.

40 JPMORGAN U.S. EQUITY FUNDS

Investor Expenses for Institutional Class Shares

ANNUAL OPERATING EXPENSES (%)

(Expenses that are deducted from Institutional Class assets)

Management Fees					0. 4 0
Distribution (Rule 12b-1) Fees					NONE
Shareholder Service Fees					0.10
Other Expenses¹					0. 31
Total Annual Operating Expenses					0. 81
Fee Waivers and Expense Reimbursements²					(0. 16 )
Net Expenses²					0.65

“Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year.

JPMIM, JPMDS and the Fund’s Business Manager have a written agreement to waive their respective fees and/or reimburse expenses to the extent total annual operating expenses of Institutional Class Shares (excluding acquired fund fees and expenses, interest, taxes, and extraordinary expenses) exceed 0.65% of their daily net assets through 10/31/08. 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 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 10/31/0 8 and total annual operating expenses thereafter.

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

IF YOU SELL YOUR SHARES YOUR COST WOULD BE:

YOUR COST ($)

1 Year				3 Years				5 Years				10 Years
66					243				434				987

NOVEMBER 1, 2007 41

The Funds’ Management and Administration

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

JPMorgan Disciplined Equity Fund
JPMorgan Diversified Fund
JPMorgan U.S. Equity Fund
JPMorgan U.S. Small Company Fund
JPMorgan Value Advantage Fund

Collectively these are the JPMT I Funds.

JPMorgan Small Cap Growth Fund is a series of JPMorgan Trust II (JPMT II), a Delaware statutory trust.

JPMorgan Mid Cap Value Fund is a series of J.P. Morgan Fleming Mutual Fund Group, Inc. (JPMFMFG), a Maryland corporation.

JPMorgan Value Opportunities Fund is a series of JPMorgan Value Opportunities Fund, Inc. (VOF), a Maryland corporation.

The trustees of each trust and the directors of each corporation 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 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 to obtain 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 Advisers

J.P. Morgan Investment Management Inc. (JPMIM) and JPMorgan Investment Advisors Inc. (JPMIA) , each acts as investment adviser to one or more of the Funds and each makes day-to-day investment decisions for the Funds which it advises. JPMIM is the investment adviser to the JPMT I Funds, the Mid Cap Value Fund and the Value Opportunities Fund, and JPMIA is the investment adviser to the Small Cap Growth 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. JPMIM is located at 245 Park Avenue, New York, NY 10167. JPMIA is an indirect, wholly-owned subsidiary of JPMorgan Chase. JPMIA is located at 1111 Polaris Parkway, Columbus, OH 43240 .

During the most recent fiscal year ended 6/30/0 7 , JPMIM or JPMIA were paid management fees (net of waivers), as shown below, as a percentage of average daily net assets:

JPMorgan Disciplined Equity Fund				0.2 4 %
JPMorgan Diversified Fund				0.3 8
JPMorgan Mid Cap Value Fund				0.5 7
JPMorgan Small Cap Growth Fund				0.65
JPMorgan U.S. Equity Fund				0.39
JPMorgan U.S. Small Company Fund				0.5 9
JPMorgan Value Advantage Fund				0. 51
JPMorgan Value Opportunities Fund				0. 46

A discussion of the basis the trustees of each trust and the directors of each corporation used in reapproving the investment advisory agreements for the Funds is available in the semi-annual report for the most recent fiscal period ended December 31, except that the discussion for the Value Opportunities Fund is available in the annual report for the most recent fiscal year ended June 30.

The Portfolio Managers

Disciplined Equity Fund

The portfolio management team is led by Terance Chen, Vice President of JPMIM and a CFA charter holder, and Raffaele Zingone, Vice President of JPMIM and a CFA charterholder. Mr. Chen has been a portfolio manager in the U.S. Equity Group since 2000 and has been a JPMIM employee since 1994. Mr. Zingone has been a portfolio manager in the U.S. Equity Group since 2000 and has been a JPMIM employee since 1991.

Diversified Fund

Anne Lester, Managing Director of JPMIM, is the primary portfolio manager for the Diversified Fund. In that capacity, Ms. Lester, together with Patrik Jakobson, Managing Director of JPMIM, and Michael Fredericks, Vice President of JPMIM, and a team of portfolio managers and analysts manage the portfolio construction, investment strategy selection and asset allocation processes for the overall portfolio, which comprises underlying equity and fixed income strategies. An employee since

42 JPMORGAN U.S. EQUITY FUNDS

1992, Ms. Lester is a senior portfolio manager in the firm’s Global Multi-Asset Group, which she joined in 2000.

Mr. Jakobson, who has been with JPMIM since 1987, is responsible for managing global asset allocation portfolios and has been a portfolio manager since 1994. Mr. Fredericks joined the adviser in 2006 from Nicholas Applegate Capital Management, where from 2001 to 2006 he was a global equity analyst and a client portfolio manager. Thomas Luddy, Silvio Tarca, Scott Grimshaw and Timothy Neuman are some of the portfolio managers of the underlying asset allocations. Information with respect to Mr. Luddy is provided hereafter under the heading “U.S. Equity Fund.” Silvio Tarca is a Managing Director of JPMIM and a CFA charterholder. Mr. Tarca has been with JPMIM or its affiliates (or one of its predecessors) since 2000. He has headed the behavioral finance portfolio management team and has been managing mutual funds since 2003. Prior to that time, Mr. Tarca served as a quantitative research analyst in the Emerging Markets Equity Group. Mr. Grimshaw, Vice President and a CFA charterholder, has been a portfolio manager on the Taxable Bond Team since 1996. He is also responsible for the government sector. Mr. Neumann, Managing Director and a CFA charterholder, is the head of his portfolio manager group and lead portfolio manager for core plus fixed income strategy, working with the macro team and sector teams to deliver account-specific portfolio strategies. He has been an employee of JPMIM since 1997.

Mid Cap Value Fund

Jonathan K.L. Simon, Managing Director of JPMIM, Lawrence E. Playford, Vice President of JPMIM, and Gloria H. Fu, Vice President of JPMIM, serve as the portfolio managers for the Fund. Mr. Simon has worked as a portfolio manager for JPMIM and its affiliates (or their predecessors) since 1987 and has been employed by the firm since 1980. An employee of JPMIM or its affiliates since 1993, Mr. Playford, a CFA charterholder and CPA, has worked as a portfolio manager since 2004 and as a research analyst since 2003. From 2001 to 2003, he served as a client portfolio manager working with the U.S. Equity Group. Ms. Fu, a CFA charterholder, has been employed by JPMIM and its affiliates since 2002. Prior to becoming a portfolio manager in 2006, she was a sell-side analyst at JPMorgan Securities, Inc.

Small Cap Growth Fund

The portfolio management team is led by Eytan Shapiro, Managing Director of JPMIM and a CFA charterholder, and Christopher Mark Vyvyan Jones, Managing Director of JPMIM. Mr. Shapiro has worked as a portfolio manager for JPMIM or its affiliates (or their predecessors) since 1989 and has been employed by the firm since 1985. Mr. Jones is the chief investment officer of the U.S. Equity Growth and Small Cap team and has worked as a portfolio manager with JPMIM and its various affiliates (or their predeces sors) since 1982.

U.S. Equity Fund

The portfolio management team is led by Thomas Luddy, Managing Director of JPMIM and a CFA charterholder. Susan Bao, Vice President of JPMIM and a CFA charterholder, and Jacqueline Flake, Managing Director of JPMIM and a CFA charterholder. An employee since 1976, Mr. Luddy has held numerous key positions in the firm, including Global Head of Equity, Head of Equity Research and Chief Investment Officer. He began as an equity research analyst, becoming a portfolio manager in 1982. Ms. Bao has been a portfolio manager in the U.S. Equity Group since 2002 and has been employed by the firm since 1997. An employee of the firm since 1997, Ms. Flake has been a portfolio manager since 2006. Prior to her current position, she was an analyst covering the finance and capital market sectors.

U.S. Small Company Fund

The portfolio management team is led by Christopher T. Blum, Managing Director of JPMIM and a CFA charterholder, and Dennis S. Ruhl, Vice President of JPMIM and a CFA charterholder. Mr. Blum has worked as a portfolio manager for JPMIM or its affiliates since 2001 when he joined the firm. Mr. Ruhl has worked as a portfolio manager for JPMIM or its affiliates since 2001 and has been employed by the firm since 1999.

Value Advantage Fund

Jonathan K . L . Simon, Managing Director of JPMIM, Lawrence E. Playford , Vice President of JPMIM, and Gloria Fu , Vice President of JPMIM, are the portfolio managers for the Fund. Information on Mr. Simon, Mr. Playford and Ms. Fu is discussed earlier in this section .

Value Opportunities Fund

Bradford L. Frishberg, Managing Director of JPMIM and a CFA charterholder, and Alan Gutmann, Vice President of JPMIM, serve as the portfolio managers for the Fund. Mr. Frishberg has been a portfolio manager since 2002 and has been employed by the firm since 1996. Mr. Gutmann has worked as a portfolio manager with JPMIM or one of its affiliates since 2003 when he joined the firm. Prior to joining JPMorgan, Mr. Gutmann was a portfolio manager and research analyst at Neuberger

NOVEMBER 1, 2007 43

The Funds’ Management and Administration (continued)

Berman in 2002, at First Manhattan Co. in 2001 and Oppenheimer Capital from 1991 until 2000.

Additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Funds is provided in the Funds’ Statement of Additional Information .

The Funds’ Administrators

JPMorgan Funds Management, Inc. (the Administrator) provides administrative services and oversees the other service providers of each Fund except for the Value Opportunities Fund. The Administrator receives a pro-rata portion of the following annual fee on behalf of each Fund (except the Value Opportunities Fund) for administrative services: 0.15% of the first $25 billion of average daily net assets of all Funds (excluding funds of funds and money market funds) in the JPMorgan Funds Complex and 0.075% of average daily net assets over $25 billion.

Washington Management Corporation (the Business Manager) provides the services necessary to carry on the Value Opportunities Fund’s general administrative and corporate affairs. These services encompass matters relating to general corporate governance, regulatory compliance and monitoring of the Value Opportunities Fund’s contractual service providers, including custodian operations, shareholder services and Fund share distribution functions. The Business Manager receives an annual fee equaling 0.175% of average daily net assets of the Fund. During the fiscal year ended June 30, 200 7 , the Business Manager was paid a fee of 0.0 73 % (net of waivers) of average daily net assets. The Business Manager, a wholly-owned subsidiary of The Johnston-Lemon Group, Incorporated, has provided business management services to the Value Opportunities Fund since its inception and provides similar services to three other mutual funds with combined assets of approximately $ 8 5 billion. The Business Manager maintains its principal business address at 1101 Vermont Avenue, NW, Washington, D.C. 20005.

The Funds’ Shareholder Servicing Agent

The trusts and the corporations , on behalf of the Funds, have entered into shareholder servicing agreements 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 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 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, JPMIA and the Administrator.

Additional Compensation to Financial Intermediaries

JPMIM, JPMIA, JPMDS and, from time to time, other affiliates of JPMorgan Chase may also, at their own expense and out of their own legitimate profits, provide additional cash payments to Financial Intermediaries whose customers invest in 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 JPMDS. These additional cash payments are payments over and above any sales charges (including Rule 12b-1 fees), shareholder servicing, sub-transfer agency and/or networking fees that are paid to such Financial Intermediaries, as described elsewhere in this prospectus. These additional cash payments are generally made to Financial Intermediaries that provide shareholder, sub-transfer agency 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 and/or for training and educating a Financial Intermediary’s employees. 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. Such additional compensation may provide such Financial Intermediaries with an incentive to favor sales of shares of the JPMorgan Funds over other investment options they make available to their customers. See the Statement of Additional Information for more information.

44 JPMORGAN U.S. EQUITY FUNDS

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 also be purchased through your Financial Intermediary or any other organization, including affiliates of JPMorgan Chase authorized to act in a fiduciary, advisory, custodial or agency capacity for its clients or customers. 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.

What does it mean that the Mid Cap Value Fund is publicly offered on a limited basis?

The Mid Cap Value Fund is publicly offered on a limited basis. The limited offering began for the Fund ( Limited Offering Date ) on March 31, 2005.

Investors are not eligible to purchase shares of the Fund except as described below:

•

Shareholders of the Fund as of the Limited Offering Date may continue to purchase additional shares of the Fund either through JPMorgan Fund Services or a Financial Intermediary and may continue to reinvest dividends or capital gains distributions from shares owned in the Fund ;

•

Shareholders of record of the Fund as of the Limited Offering Date will be able to add to their accounts in th e Fund through exchanges from other JPMorgan Funds;

•

Group employer retirement plans including 401(k), 403(b) and 457 plans (and their successor plans) offering the Fund as of the Limited Offering Date may open new participant accounts in the Fund and purchase additional shares in existing participant accounts. Group employer retirement plans including 401(k), 403(b) and 457 plans (and their successor plans), which offered, but did not fund plans with shares of, the Fund as of the Limited Offering Date may also open new participant accounts in the Fund if th e Fund received notice of the group employer retirement plan’s intention to offer the Fund to its participant prior to the Limited Offering Date ; or

•

Wrap program sponsors may open new participant accounts in the Fund and purchase additional shares in existing participant accounts provided the wrap program sponsor established account(s) with the Fund that are part of a wrap program prior to the Limited Offering Date . Other Financial Intermediaries which have selected and offered the Fund as part of an asset allocation model used for client accounts for which such Financial Intermediary has investment discretion may also open new client accounts in the Fund and purchase additional shares in existing client accounts, provided such Financial Intermediary established account(s) with the Fund as part of such Financial Intermediary’s asset allocation model prior to the Limited Offering Date .

After the Limited Offering Date, if all shares of th e Fund in an existing shareholder’s account are voluntarily redeemed or involuntarily redeemed (due to instances when a shareholder does not meet aggregate account balance minimums or when participants in Systematic Investment Plans do not meet minimum investment requirements, as described in the prospectus), then the shareholder’s account will be closed. Such former Fund shareholders will not be able to buy additional Fund shares or reopen their accounts in the Fund. The foregoing restrictions, however, do not apply to participants in eligible employer retirement plans.

If the Fund receives a purchase order directly from an investor who is not eligible to purchase shares of the Fund, after the Limited Offering Date, JPMorgan Funds Services will attempt to contact the investor to determine whether he or she would like to purchase shares of another Fund or would prefer that the investment be refunded. If JPMorgan Funds Services cannot contact

NOVEMBER 1, 2007 45

How to Do Business with the Funds (continued)

the investor within 30 days, the entire investment will be refunded.

The Fund reserve s the right to change these policies at any time.

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 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 completed 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 certificate 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. Although market timing may affect any Fund, these risks may be higher for Funds that invest significantly in non-U.S. securities or thinly traded securities (e.g., certain small cap securities), such as international, global or emerging market funds or small cap funds. For example, when a Fund invests in securities trading principally in non-U.S. markets that close prior to the close of the NYSE, 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 one of the JPMorgan Funds, or exchanges between or among the JPMorgan Funds, that indicates market timing or trading that they determine is abusive.

The JPMorgan Funds’ Boards have 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 or preceded by a redemption or exchange out of the same Fund. If the Distributor detects that you have completed two round trips within 60 days in the same Fund, the Distributor will reject your purchase and exchange orders for a period of at least 90 days. For subsequent violations, the Distributor may, in its sole discretion, reject your purchase and exchange orders temporarily or permanently. 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’ own operational systems or procedures will identify and eliminate all market-timing strategies. 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 are not known by the Fund. While the Funds seek to monitor for market timing activities in omnibus accounts, the netting effect limits the Funds’ ability to locate and eliminate individual market timers. As a result, the Funds are often dependent upon Financial Intermediaries who utilize their own policies and procedures to identify market timers. These policies and procedures may be different than those utilized by the Funds.

46 JPMORGAN U.S. EQUITY FUNDS

The Funds have attempted to put safeguards in place to assure that Financial Intermediaries have implemented procedures designed to deter market timing and abusive trading. Despite these safeguards, there is no assurance that the Funds will be able to effectively identify and eliminate market timing and abusive trading in the Funds particularly with respect to omnibus accounts.

The JPMorgan Funds will seek to apply the Funds’ market timing policies and restrictions as uniformly as practicable to accounts with the Funds, except with respect to the following:

Trades that occur through omnibus accounts at Financial Intermediaries as described above,

Purchases, redemptions and exchanges made on a systematic basis,

Automatic reinvestments of dividends and distributions,

Purchases, redemptions or exchanges that are part of a rebalancing program, such as a wrap program, or

Bona fide asset allocation programs.

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 be valued at its fair value in accordance with policies and procedures adopted by the Funds’ Board s . 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 equity securities, except for North American, Central American, South American and Caribbean 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’ Boards , 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. To the extent a Fund invests in securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares, the value of a Fund’s shares may change on days when you will not be able to purchase or redeem your shares .

NOVEMBER 1, 2007 47

How to Do Business with the Funds (continued)

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) and 403(b) ) 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 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-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 Funds.

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

48 JPMORGAN U.S. EQUITY FUNDS

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:

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, JPMIA 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?

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 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.

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?

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

•

The Fund receives the request by 4:00 p.m. ET (or before the NYSE closes, if the NYSE closes before 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

NOVEMBER 1, 2007 49

How to Do Business with the Funds (continued)

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. Thereafter, 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:

A financial institution; or

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 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.

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 to a pre-existing bank account on record with the Funds.

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

50 JPMORGAN U.S. EQUITY FUNDS

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. 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:

Trading on the NYSE is restricted;

The NYSE is closed (other than weekend and holiday closings);

Federal securities laws permit;

The SEC has permitted a suspension; or

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.

NOVEMBER 1, 2007 51

Shareholder Information

DISTRIBUTIONS AND TAXES

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

The Disciplined Equity Fund, Diversified Fund, Small Cap Growth Fund and U.S. Equity Fund generally distribute net investment income , if any, at least quarterly. The Mid Cap Value Fund, U.S. Small Company Fund, Value Advantage Fund and Value Opportunities Fund generally distribute net investment income , if any, at least annually. The Funds will distribute net capital gain (that is, the excess of net long-term capital gain over net short-term capital loss), if any, at least annually. For each taxable year, the Fund will distribute substantially all of its net investment income and net capital gain.

You have three options for your distributions. You may:

•

reinvest all of them 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.

For federal income tax purposes, distributions of net investment income and any net short-term capital gain are taxable generally as ordinary income. Dividends of net investment income paid to a non-corporate U.S. shareholder during a taxable year beginning before January 1, 2011 that are properly designated as qualified dividend income will generally be taxable to such shareholder at a maximum rate of 15%. 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 each Fund. In addition, each Fund must meet certain holding period and other 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 and other requirements with respect to the Fund shares. Dividends of net investment income that are not designated as qualified dividend income and dividends of net short-term capital gains will be taxable as ordinary income.

If you receive distributions that are properly designated a s capital gain dividends, the tax rate will be based on how long a Fund held a particular asset, not on how long you have owned your shares. Distributions of net capital gain from the sale of investments that a Fund owned for more than one year and that are properly designated by a Fund as capital gain dividends will be taxable as long-term capital gains. Capital gain dividends of a non-corporate U.S. shareholder recognized during a taxable year beginning before January 1, 2011 generally will be taxed at a maximum rate of 15%. Distributions of net short-term capital gain in excess of net long-term capital loss, if any, will be taxable to shareholders as ordinary income. 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. Distributions are taxable to you even if they are paid from income or gains earned by a Fund before your investment (and thus were included in the price you paid). Any gain resulting from the sale or exchange of Fund shares will be taxable as long-term or short-term gain, depending upon how long you have held your shares.

A Fund’s investment in certain REIT securities, debt securities and derivative instruments may cause the Fund to accrue and distribute income not yet received. In o rder to generate sufficient cash to make the requisite distr ibut ions, a Fund may be required to liquidate other in vestments in its portfolio that it otherwise would have continued to hold (including when it is not advantageous to do so). A Fund’s investment in REIT securities also may result in the Fund’s receipt of cash in excess of the REIT’s earnings; if the Fund distributes such amounts, such distributions could constitute a return of capital to Fund shareholders for federal income tax purposes. Please see the Statement of Additional Information for further discussion of the tax consequences of these investments to the Fund.

The extent to which a Fund can invest in MLPs is limited by the Fund’s intention to qualify as a regulated investment company under the Internal Revenue Code.

A Fund’s investment in derivatives, REITs 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 shareholders.

The dates on which dividends and capital gain will be distributed are available online at www.jpmorganfunds.com.

Early in each calendar year, each Fund will send you a notice showing the amount of distributions you received in the preceding year and the tax status of those distributions.

52 JPMORGAN U.S. EQUITY FUNDS

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 Intermediary may have a different cut-off time. JPMorgan Funds will charge a fee for requests for statements that are older than two years. Please retain all of your statements, as they could be needed for tax purposes.

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 periodically send you proxy statements and other reports.

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 for each Fund (except the Value Opportunities Fund) have delegated the authority to vote proxies for securities owned by the Funds to the applicable investment adviser . Value Opportunities Fund proxies are voted by a designated Fund Officer. 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 JPMorgan 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 JPMorgan Funds’ website at www.jpmorganfunds.com and on the SEC’s website at www.sec.gov.

Each of the Funds will disclose the Fund’s 10 largest stock portfolio holdings and the percentages that each of these 10 largest stock portfolio holdings represent of the Fund’s total assets as of the most recent month end online at www.jpmorganfunds.com, no sooner than 10 calendar days after month end.

In addition, the top five holdings that contributed to Fund performance and top five holdings that detracted from Fund performance are also posted on the JPMorgan Funds’ website at www.jpmorganfunds.com no sooner than 10 calendar days after month end.

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.

NOVEMBER 1, 2007 53

Risk and Reward Elements for the Funds

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

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Market conditions affecting equity securities

• Each Fund’s share price and performance will fluctuate in response to stock and/or bond market movements • The market value of convertible securities and other debt securities tends to fall when prevailing interest rates rise. The value of convertible securities also tends to change whenever the market value of the underlying common or preferred stock fluctuates • 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 the Fund from achieving its investment objective	• Stocks have generally outperformed more stable investments (such as bonds and cash equivalents) over the long term • With respect to the Diversified Fund, a diversified, balanced portfolio should mitigate the effects of wide market fluctuations, especially when stock and bond prices move in different directions	• Under normal circumstances each Fund plans to remain fully invested in accordance with its policies and each Fund may invest uninvested cash in affiliated money market funds; in addition to the securities described in the “What are the Fund’s main investment strategies?” section, equity securities may include common stocks, convertible securities¹, preferred stocks², depositary receipts (such as American Depositary Receipts and European Depositary Receipts), trust or partnership interests, warrants and rights³ and investment company securities • Each Fund seeks to limit risk and enhance performance through active management and/or diversification • During severe market downturns, each Fund has the option of investing up to 100% of its assets in high quality short-term instruments

Convertible securities are bonds or preferred stock that can convert to common stock.

Preferred stock is a class of stock that generally pays a dividend at a specified rate and has preference over common stock in the payment of dividends and in liquidation.

Warrants and rights are securities, typically issued with preferred stock or bonds, that give the holder the right to buy a proportionate amount of common stock at a specified price.

54 JPMORGAN U.S. EQUITY FUNDS

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Market conditions affecting debt securities

• The value of most debt securities, including government and agency securities, will fall when interest rates rise; the longer a security’s maturity and the lower its credit quality, the more its value typically falls • Indebtedness of certain government issuers 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 • Mortgage-backed securities (securities representing an interest in, or secured by, a pool of mortgages) involve risk of loss due to payments that occur earlier or later than expected	• Most bonds will rise in value when interest rates fall • Debt securities have generally outperformed money market instruments over the long-term with less risk than stocks • Mortgage-backed securities can offer attractive returns	• The Funds seek to limit risk and enhance performance through active management • The adviser monitors interest rate trends, as well as geographic and demographic information related to mortgage-backed securities

Management choices
• A Fund could underperform its benchmark due to its securities and asset allocation choices	• A Fund could outperform its benchmark due to these same choices	• The adviser focuses its active management on securities selection, the area where it believes its commitment to research can most enhance returns and manage risks in a consistent way

NOVEMBER 1, 2007 55

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 a Fund that would not have otherwise occurred • A Fund may have difficulty exiting a derivatives position • Derivatives used for risk management or, for certain Funds, to increase the Fund’s income or gain may not have the intended effects and may result in losses or missed opportunities • The counterparty to a derivatives contract could default • Derivatives that involve leverage could magnify losses • Certain types of derivatives involve costs to the Funds which can reduce returns • Segregated or earmarked assets and collateral accounts established in connection with derivatives may limit a Fund’s investment flexibility • 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 a Fund, accelerate recognition of income to a Fund, affect the holding period of a Fund’s assets and defer recognition of certain of a Fund’s losses	• Hedges that correlate well with underlying positions can reduce or eliminate losses at low cost • The Funds could make money and protect against losses if investment 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; all Funds except Disciplined Equity Fund, Diversified Fund, U.S. Equity Fund and Value Opportunities Fund, may use derivatives to increase income or gain • A Fund only establishes hedges that it expects will be highly correlated with underlying positions • While the Funds may use derivatives that incidentally involve leverage, they do not use them for the specific purpose of leveraging their portfolio • A Fund segregates or earmarks liquid assets to cover its derivatives and offset a portion of the leverage risk

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.

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.

56 JPMORGAN U.S. EQUITY FUNDS

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Exchange Traded Funds (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	• Generally, 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)¹ • Exemptive orders granted to various iShares funds (which are ETFs), other ETFs, and their investment advisers by the Securities and Exchange Commission (SEC) permit a Fund to invest beyond the 1940 Act limits, subject to certain terms and conditions, including a finding of the Board 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 • Under SEC Rule 12d1-1, a Fund may invest in both affiliated and unaffiliated money market funds without limit subject to a Fund’s investment policies and restrictions and the conditions of the rule

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.

NOVEMBER 1, 2007 57

Risk and Reward Elements for the Funds (continued)

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Foreign investments
• Currency exchange rate movements could reduce gains or create losses • A Fund could lose money because of foreign government actions, political instability or lack of adequate and accurate information • Currency and investment risks tend to be higher in emerging markets; these markets also present higher liquidity and valuation risks	• Favorable exchange rate movements could generate gains or reduce losses • Foreign investments, which represent a major portion of the world’s securities, offer attractive potential performance and opportunities for diversification • Emerging markets can offer higher returns	• The Funds anticipate that total foreign investments will not exceed 20% of total assets (30% for Diversified Fund) • The Funds actively manage the currency exposure of their foreign investments relative to their benchmarks, and may hedge back into the U.S. dollar from time to time (see also “Derivatives”); these currency management techniques may not be available for certain emerging markets investments

Master Limited Partnerships (MLPs)

• Holders of MLP units have limited control and voting rights, similar to those of a limited partner • An MLP could be taxed, contrary to its intention, as a corporation, resulting in decreased returns • MLPs may, for tax purposes, affect the character of the gain and loss realized by a Fund and affect the holding period of a Fund’s assets	• MLPs can offer attractive returns • MLPs may offer more attractive yields or potential growth than comparable equity securities • MLPs offer attractive potential performance and opportunities for diversification	• A Fund will limit its direct and indirect investments in MLPs to maintain its status as a registered investment company • Each Fund anticipates that its total investments in MLPs will not exceed 10% of total assets

58 JPMORGAN U.S. EQUITY FUNDS

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Real Estate Investment Trusts (REITs)¹

• The value of real estate securities in general, and REITs in particular, are subject to the same risks as direct investments in real estate and will depend on the value of the underlying properties or the underlying loans or interests • The value of these securities will rise and fall in response to many factors, including economic conditions, the demand for rental property and interest rates. In particular, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management of the underlying properties • REITs may be more volatile and/or more illiquid than other types of equity securities • If a REIT fails to distribute its required taxable income or to satisfy the other requirements of REIT status, it would be taxed as a corporation, and amounts available for distribution to shareholders (including a Fund) would be reduced by any corporate taxes payable by the REIT	• A Fund can gain exposure to an additional asset class in order to further diversify its assets • A Fund may receive current income from its REIT investments • If a REIT meets the requirements of the Internal Revenue Code, as amended, it will not be taxed on income it distributes to its shareholders; as a result, more income can be distributed by the REIT	• A Fund’s adviser will carefully evaluate particular REITs before and after investment based on its investment process and will also monitor economic and real estate trends affecting the value of REITs • Unless investing in REITs is described in the “What are the Fund’s main investment strategies?” section, a Fund’s investments in REITs will generally be limited to less than 10% of the Fund’s assets

REITs are pooled investment vehicles which invest primarily in income-producing real estate or loans related to real estate.

NOVEMBER 1, 2007 59

Risk and Reward Elements for the Funds (continued)

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Securities lending
• When a Fund¹ lends a security, there is a risk that the loaned securities may not be returned if the borrower or the lending agent defaults • The collateral will be subject to the risks of the securities in which it is invested	• The Funds 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 the securities loaned plus accrued interest • The lending agents indemnify the Funds 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
• Each Fund could have difficulty valuing these holdings precisely • Each Fund could be unable to sell these holdings at the time or price it desires	• 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 high quality short-term securities (including repurchase agreements) and, for temporary or extraordinary purposes, may borrow from banks up to 33-1/3% of the value of its total assets including drawing on a line of credit

Short-term trading
• Increased trading could raise a Fund’s brokerage and related costs • Increased short-term capital gains distributions could raise shareholders’ income tax liability. Such an increase in transaction costs and/or tax liability, if not offset by gains from short-term trading, would reduce a Fund’s returns	• The Funds could realize gains in a short period of time • The Funds could protect against losses if a stock is overvalued and its value later falls	• The Funds generally avoid short-term trading, except to take advantage of attractive or unexpected opportunities or to meet demands generated by shareholder activity

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 or earmark liquid assets	• The Funds can take advantage of attractive transaction opportunities	• The Funds segregate or earmark liquid assets to offset leverage risks

The Value Advantage and Value Opportunities Funds do not engage in securities lending.

60 JPMORGAN U.S. EQUITY FUNDS

This Page Intentionally Left Blank.

NOVEMBER 1, 2007 61

Financial Highlights

The financial highlights tables are intended to help you understand each Fund’s financial performance for each of 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 for each period presented has been audited by PricewaterhouseCoopers LLP, 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			Return of Capital			Total distributions
Disciplined Equity Fund
Year Ended June 30, 2007	$	15.33	$	0.25	(e)	$	3.16		$	3.41		$	(0.27	)	$	—		$	—		$	(0.27	)
January 1, 2006 through June 30, 2006 (d)		15.15		0.12	( e )		0.17			0.29			(0.11	)		—			—			(0.11	)
Year Ended December 31, 2005		14.78		0.19	( e )		0.37			0.56			(0.19	)		—			—			(0.19	)
Year Ended December 31, 2004		13.49		0.22			1.28			1.50			(0.21	)		—			—			(0.21	)
Year Ended December 31, 2003		10.55		0.18			2.92			3.10			(0.16	)		—			—	( f )		(0.16	)
Year Ended December 31, 2002		14.19		0.13	( e )		(3.63	)		(3.50	)		(0.14	)		—			—			(0.14	)

Diversified Fund
Year Ended June 30, 2007		14.25		0.40			1.89			2.29			(0.38	)		(0.46	)		—			(0.84	)
January 1, 2006 through June 30, 2006 (d)		14.05		0.18	( e)		0.21			0.39			(0.19	)		—			—			(0.19	)
Year Ended December 31, 2005		13.74		0.29	( e)		0.33			0.62			(0.31	)		—			—			(0.31	)
Year Ended December 31, 2004		12.80		0.25	( e)		0.96			1.21			(0.27	)		—			—			(0.27	)
Year Ended December 31, 2003		10.76		0.19	( e)		2.07			2.26			(0.22	)		—			—			(0.22	)
Year Ended December 31, 2002		12.65		0.25	( e)		(1.89	)		(1.64	)		(0.25	)		—			—			(0.25	)

Mid Cap Value Fund
Year Ended June 30, 2007		25.10		0.3 0			4.29			4.59			(0. 37	)		( 1.15	)		—			( 1.52	)
January 1, 2006 through June 30, 2006 (d)		23.58		0.20			1.32			1.52			—			—			—			—
Year Ended December 31, 2005		22.30		0.24	( e )		1.86			2.10			(0.21	)		(0.61	)		—			(0.82	)
Year Ended December 31, 2004		18.77		0.17	( e )		3.77			3.94			(0.10	)		(0.31	)		—			(0.41	)
Year Ended December 31, 2003		14.52		0.17	( e )		4.27			4.44			(0.08	)		(0.11	)		—			(0.19	)
Year Ended December 31, 2002		14.14		0.15	( e )		0.30			0.45			(0.06	)		(0.01	)		—			(0.07	)

(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)

The Fund changed its fiscal year end from December 31 to June 30.

(e)

Calculated based upon average shares outstanding.

( f )

Amount rounds to less than $0.01.

62 JPMORGAN U.S. EQUITY FUNDS

				Ratios/Supplemental data
								Ratios to average net assets (a)
Redemption fees	Net asset value, end of period		Total return (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)
$—	$	18.47		22.40	%	$	115,178		0.45	%		1.47	%		0.51	%		59	%
—( f )		15.33		1.89			219,916		0.45			1.54			0.54			34
—		15.15		3.84			310,294		0.45			1.31			0.52			44
—		14.78		11.23			341,641		0.45			1.52			0.60			49
—		13.49		29.60			418,000		0.45			1.24			0.60			77
—		10.55		(24.76	)		924,000		0.45			1.09			0.65			74


—		15.70		16.39			227,438		0.65			2.60			0.94			218
—		14.25		2.76			208,490		0.65			2.50			1.02			127
—		14.05		4.54			309,942		0.65			2.09			0.88			214
—		13.74		9.55			258,665		0.65			1.90			0.94			242
—		12.80		21.20			281,000		0.65			1.68			0.93			210
—		10.76		(13.00	)		255,000		0.65			1.98			0.91			232


—		28.17		18.82			2,566,230		0.75			1.21			0.95			45
—		25.10		6.45			2,009,351		0.75			1.65			0.99			20
—		23.58		9.42			1,915,393		0.75			1.02			0.98			45
—		22.30		20.99			1,215,000		0.75			0.83			1.05			41
—		18.77		30.62			334,000		0.75			1.00			1.07			32
—		14.52		3.23			59,000		0.75			1.01			1.22			51

NOVEMBER 1, 2007 63

Financial Highlights (continued)

Institutional Class (continued)

												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
Small Cap Growth Fund
Year Ended June 30, 2007	$	12.23	$	(0.03	) (f)	$	2.00		$	1.97		$	—		$	(1.79	)	$	(1.79	)
Year Ended June 30, 2006		12.77		(0.03	)		2.07			2.04			—			(2.58	)		(2.58	)
February 19, 2005 (d) to June 30, 2005		12.57		(0.01	)		0.21			0.20			—			—			—

U.S. Equity Fund
Year Ended June 30, 2007		11.27		0.15	(f)		2.47			2.62			(0.15	)		(1.39	)		(1.54	)
January 1, 2006 through June 30, 2006 ( e)		10.98		0.07	(f)		0.29			0.36			(0.07	)		—			(0.07	)
Year Ended December 31, 2005		10.97		0.12	(f)		0.17			0.29			(0.12	)		(0.16	)		(0.28	)
Year Ended December 31, 2004		9.99		0.12	(f)		0.97			1.09			(0.11	)		—			(0.11	)
Year Ended December 31, 2003		7.61		0.09	(f)		2.38			2.47			(0.09	)		—			(0.09	)
Year Ended December 31, 2002		10.44		0.06			(2.82	)		(2.76	)		(0.07	)		—			(0.07	)

U.S. Small Company Fund
Year Ended June 30, 2007		13.90		0.07	(f)		2.01			2.08			(0.09	)		(1.87	)		(1.96	)
January 1, 2006 through June 30, 2006 ( e )		12.93		0.01			0.96			0.97			—			—			—
Year Ended December 31, 2005		13.77		0.05	(f)		0.56			0.61			(0.03	)		(1.42	)		(1.45	)
Year Ended December 31, 2004		13.88		—	(f)		1.89			1.89			—			(2.00	)		(2.00	)
Year Ended December 31, 2003		9.95		0.04	(f)		3.94			3.98			(0.05	)		—			(0.05	)
Year Ended December 31, 2002		12.57		0.05			(2.61	)		(2.56	)		(0.06	)		—			(0.06	)

Value Advantage Fund
Year Ended June 30, 2007		17.16		0.39	(f)		3.38			3.77			(0.18	)		(0.28	)		(0.46	)
January 1, 2006 through June 30, 2006 ( e )		15.83		0.25	(f)		1.08			1.33			—			—			—
February 28 , 2005 (d) to December 31, 2005		15.00		0.11			0.99			1.10			(0.09	)		(0.18	)		(0.27	)

Value Opportunities Fund
Year Ended June 30, 2007		17.98		0.32			3.87			4.19			(0.33	)		(0.48	)		(0.81	)
January 1, 2006 to June 30, 2006 ( e )		17.14		0.17			0.67			0.84			—			—			—
Year Ended December 31, 2005		17.00		0.28			0.42			0.70			(0.25	)		(0.31	)		(0.56	)

(a)

Annualized for periods less than one year.

(b)

Not annualized for periods less than one year.

(c)

(d)

Commencement of offering of class of shares.

( e )

The Fund changed its fiscal year end from December 31 to June 30.

( f )

Calculated based upon average shares outstanding.

64 JPMORGAN U.S. EQUITY FUNDS

					Ratios/Supplemental data
						Ratios to average net assets (a)
Net asset value, end of period	Total return (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)
$12.41		17.39	%	$	66,811		0.85	%		(0.25	)%		0.96	%		86	%
12.23		17.42			62,362		0.85			(0.42	)		0.99			97
12.77		1.59			56,395		0.85			(0.37	)		1.07			57


12.35		24.60			223,850		0.64			1.27			0.70			112
11.27		3.31			221,627		0.64			1.22			0.72			85
10.98		2.62			208,614		0.64			1.12			0.67			83
10.97		10.96			63,670		0.64			1.20			0.74			82
9.99		32.63			76,000		0.64			0.91			0.76			101
7.61		(26.50	)		79,000		0.64			0.74			0.77			83


14.02		16.06			40,769		0.83			0.49			0.99			46
13.90		7.50			54,551		0.83			0.37			1.02			22
12.93		4.34			46,690		0.83			0.39			0.98			32
13.77		13.82			92,000		0.83			—			0.97			129
13.88		40.03			183,000		0.83			0.33			0.95			78
9.95		(20.36	)		214,000		0.83			0.41			0.93			90


20.47		22.16			24,710		0.75			1.97			1.00			77
17.16		8.40			773		0.75			3.03			1.25			55
15.83		7.32			20		0.75			0.87			3.01			90


21.36		23.75			926,124		0.65			1.70			0.81			80
17.98		4.90			704,001		0.64			1.93			0.84			42
17.14		4.11			568,515		0.65			1.64			0.84			70

NOVEMBER 1, 2007 65

Legal Proceedings and Additional Fee and Expense Information

LEGAL PROCEEDINGS AND ADDITIONAL FEE AND EXPENSE INFORMATION
AFFECTING THE JPMT II FUND AND FORMER ONE GROUP MUTUAL FUNDS

On February 18, 2005, Diversified Fund and U.S. Equity Fund each acquired the assets and liabilities of a series of One Group Mutual Funds (now known as JPM T II). T he following disclosure is applicable to any JPMT II Fund or those Funds that acquired the assets and liabilities of a series of One Group Mutual Funds.

Prior to becoming an affiliate of JPMorgan Chase, on June 29, 2004, Banc One Investment Advisors Corporation (“BOIA”), now known as JPMorgan Investment Advisors Inc., entered into agreements with the Securities and Exchange Commission (the “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 which were series of One Group Mutual Funds, possible late trading of certain of these funds and related matters. In its settlement with the SEC, BOIA 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, BOIA agreed to pay disgorgement of $10 million and a civil money penalty of $40 million for a total payment of $50 million, which is being distributed to certain current and former shareholders of certain funds. Pursuant to the settlement agreement with the NYAG, BOIA reduced its management fee for certain funds which were series of One Group Mutual Funds (now known as JPMorgan Trust II) in the aggregate amount of approximately $8 million annually over a five-year period commencing September, 2004.

In addition to the matters involving the SEC and NYAG, various lawsuits were filed by private plaintiffs in connection with these circumstances in various state and federal courts. These actions were 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. The plaintiffs filed consolidated amended complaints, naming as defendants, among others, BOIA, Bank One Corporation and JPMorgan Chase (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, and certain current and former Trustees of One Group Mutual Funds. These complaints alleged, 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.

As of June 14, 2006, all claims against One Group Mutual Funds and current and former Trustees were dismissed by the United States District Court in Maryland. Certain claims against BOIA and its affiliates have also been dismissed, and a settlement in principle has been reached for the purpose of resolving all remaining claims in the litigation in Maryland. The settlement is subject to court approval.

The foregoing speaks only as of the date of this prospectus. Additional lawsuits presenting allegations and requests for relief arising out of or in connection with any of the foregoing matters may be filed against these and related parties in the future.

Annual and Cumulative Expense Examples

The following information is provided with respect to the Funds which are series of JPMorgan Trust II and which were former series of One Group Mutual Funds. 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.

66 JPMORGAN U.S. EQUITY FUNDS

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 JPMT II) and JPMorgan U.S. Equity Fund (the successor by merger to the One Group Diversified Equity Fund and a series of JPMT I) are subject to a Reduced Rate. The Reduced Rate on various classes of those Funds were implemented on September 27, 2004 and will remain in place at least through June 30, 2009.

The required reductions may be made in the form of fee waivers or expense reimbursements in connection with the advisory agreement, administration agreement or distribution agreement. Beginning February 19, 2005, such reductions may also or instead be made in connection with the shareholder servicing agreement or other service agreements with affiliates. To the extent that such reductions are made in connection with class specific expenses in a manner consistent with applicable law, the Reduced Rates may affect different share classes of the same Affected Fund to differing degrees.

The “Gross Expense Ratio” includes the contractual expenses that make up the Net Management Fee Rates, Rule 12b-1 distribution fees, fees paid to vendors not affiliated with JPMIM that provide services to the Funds and other fees and expenses of the Funds. The “Net Expense Ratio” is Gross Expenses less any fee waivers or expense reimbursements to achieve the Reduced Rates or other fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIM and/or its affiliates, as applicable.

REDUCED RATE FUNDS

				Class				Net Expense Ratio %				Gross Expense Ratio %
U.S. Equity Fund				Institutional					0.64				0.7 0

NON-REDUCED RATE FUNDS

				Class				Net Expense Ratio %				Gross Expense Ratio %
Diversified Fund				Institutional					0.65				0.94
Small Cap Growth Fund				Institutional					0.85				0.9 6

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 11/1/0 7 , you invest $10,000 in the Fund and you will hold the shares for the entire 10 year period;

•

Your investment has a 5% return each year;

•

The Fund’s operating expenses remain at the levels discussed below and are not affected by increases or decreases in Fund assets over time;

•

At the time of purchase, any applicable initial sales charges (loads) are deducted; and

•

There is no sales charge (load) on reinvested dividends.

•

The annual costs are calculated using the Net Expense Ratios for the period through the expiration of any fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIM and/or its affiliates; and the Gross Expense Ratios thereafter.

“Annual Net Return” shows what effect the “Annual Costs” will have on the assumed 5% annual return for each year. “Gross Cumulative Return” shows what the cumulative return on your investment at the end of each fiscal year would be if Fund expenses are not deducted. “Net Cumulative Return” shows what the cumulative return on your investment at the end of each fiscal year would be assuming Fund expenses are deducted each year in the amount shown under “Annual Costs.”

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

NOVEMBER 1, 2007 67

Legal Proceedings and Additional Fee and Expense Information (continued)

Reduced Rate Fund

JPMorgan U.S. Equity Fund

	Institutional Class
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
October 31, 2008	$	65		5.00	%		4.36	%		4.36	%
October 31, 2009		75		10.25			8.85			4.30
October 31, 2010		78		15.76			13.53			4.30
October 31, 2011		81		21.55			18.41			4.30
October 31, 2012		85		27.63			23.50			4.30
October 31, 2013		88		34.01			28.81			4.30
October 31, 2014		92		40.71			34.35			4.30
October 31, 2015		96		47.75			40.13			4.30
October 31, 2016		100		55.13			46.15			4.30
October 31, 2017		105		62.89			52.44			4.30

Non-Reduced Rate Funds

JPMorgan Diversified Fund

	Institutional Class
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
October 31, 2008	$	66		5.00	%		4.35	%		4.35	%
October 31, 2009		100		10.25			8.59			4.06
October 31, 2010		104		15.76			13.00			4.06
October 31, 2011		108		21.55			17.58			4.06
October 31, 2012		113		27.63			22.36			4.06
October 31, 2013		117		34.01			27.32			4.06
October 31, 2014		122		40.71			32.49			4.06
October 31, 2015		127		47.75			37.87			4.06
October 31, 2016		132		55.13			43.47			4.06
October 31, 2017		138		62.89			49.30			4.06

68 JPMORGAN U.S. EQUITY FUNDS

JPMorgan Small Cap Growth Fund

	Institutional Class
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
October 31, 2008	$	87		5.00	%		4.15	%		4.15	%
October 31, 2009		102		10.25			8.36			4.04
October 31, 2010		106		15.76			12.74			4.04
October 31, 2011		110		21.55			17.29			4.04
October 31, 2012		115		27.63			22.03			4.04
October 31, 2013		120		34.01			26.96			4.04
October 31, 2014		124		40.71			32.09			4.04
October 31, 2015		129		47.75			37.42			4.04
October 31, 2016		135		55.13			42.98			4.04
October 31, 2017		140		62.89			48.75			4.04

NOVEMBER 1, 2007 69

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 SAIs contain more detailed information about the Funds and their policies. They are incorporated by reference into this prospectus. This means, by law, they are 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 this 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 SAIs. 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
Email: publicinfo@sec.gov

Reports, a copy of the SAIs and other information about the Funds are also available on the SEC’s website at http://www.sec.gov.

Investment Company Act File No. for each of the Funds, except for the Mid Cap Value Fund, Small Cap Growth Fund and Value Opportunities Fund is 811-21295.
Investment Company Act File No. for the Mid Cap Value Fund is 811-08189.
Investment Company Act File No. for the Small Cap Growth Fund is 811-4236.
Investment Company Act File No. for the Value Opportunities Fund is 811-4321.

PR-EQI-1107

PROSPECTUS NOVEMBER 1, 200 7

JPMorgan

U.S. Equity

Funds

Ultra Shares

JPMorgan Disciplined Equity Fund*
JPMorgan Diversified Mid Cap Growth Fund
JPMorgan Diversified Mid Cap Value Fund*
JPMorgan Intrepid Mid Cap Fund
JPMorgan Large Cap Growth Fund
JPMorgan Large Cap Value Fund
JPMorgan Small Cap Value Fund
* Ultra Shares are closed to new investors. Additional and new investments are permitted only as described in the section entitled
“How to Do Business with the Funds — Purchasing Fund Shares.”

CONTENTS

JPMorgan Disciplined Equity Fund					1
JPMorgan Diversified Mid Cap Growth Fund					6
JPMorgan Diversified Mid Cap Value Fund					11
JPMorgan Intrepid Mid Cap Fund					16
JPMorgan Large Cap Growth Fund					21
JPMorgan Large Cap Value Fund					26
JPMorgan Small Cap Value Fund					31
The Funds’ Management and Administration					36
How to Do Business with the Funds					39
Purchasing Fund Shares					39
Networking and Sub-Transfer Agency Fees					43
Exchanging Fund Shares					43
Redeeming Fund Shares					44
Shareholder Information					46
Distributions and Taxes					46
Shareholder Statements and Reports					47
Availability of Proxy Voting Record					47
Portfolio Holdings Disclosure					47
Risk and Reward Elements for the Funds					48
Financial Highlights					54
Legal Proceedings and Additional Fee and Expense Information					56
How to Reach Us					B ack cover

JPMorgan Disciplined Equity Fund

Currently, the Ultra Shares of the Fund are publicly offered on a limited basis. (See “Purchasing Fund Shares — What does it mean that the Ultra Shares of the Disciplined Equity Fund are publicly offered on a limited basis?” for more information.)

What is the goal of the Fund?

What are the Fund’s main investment strategies?

The Fund’s Board of Trustees may change any of these 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.

Investment Process

In managing the Fund, the adviser , J.P. Morgan Investment Management Inc. (JPMIM), employs a three-step process that combines research, valuation and stock selection.

•

catalysts that could trigger a rise in a stock’s price

•

high perceived potential reward compared to perceived potential risk

•

possible temporary mispricings caused by apparent market overreactions

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

NOVEMBER 1, 2007 1

JPMorgan Disciplined Equity Fund (continued)

The Fund’s Main Investment Risks

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 48–53.

2 JPMORGAN U.S. EQUITY FUNDS

The Fund’s Past Performance

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS^*,1

Best Quarter

4th quarter, 1998

22.86

Worst Quarter

3rd quarter, 2002

–17.74

Ultra Shares were launched on 3/24/03. Historical performance shown for Ultra Shares prior to 1/1/04 is based on the performance of the Fund’s Institutional Class Shares, which invest in the same portfolio of securities, but which are not being offered in this prospectus. The actual returns of Ultra Shares would have been different than those shown because Ultra Shares have different expenses than Institutional Class Shares. Prior to a merger effective 9/7/01, the Fund operated in a master-feeder structure. The Fund’s performance for the period from 1/1/98 to 9/10/01 (date Institutional Class Shares were launched) is based on the performance of the institutional feeder (whose investment program was identical to the investment program of, and whose expenses were similar to the expenses of, the Ultra Shares).

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/0 7 was 9.83 %.

NOVEMBER 1, 2007 3

JPMorgan Disciplined Equity Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time for periods ended December 31, 200 6 ^*,1


ULTRA SHARES
Return Before Taxes	15.71	5.50	7.85
Return After Taxes on Distributions	15.43	5.21	7.18
Return After Taxes on Distributions and Sale of Fund Shares	10.55	4.64	6.55

S&P 500 INDEX^ˆ,2
(Reflects No Deduction for Fees, Expenses or Taxes)	15.80	6.19	7.83

LIPPER LARGE-CAP CORE FUNDS INDEX^ˆ,3
(Reflects No Deduction for Taxes)	13.39	5.00	6.76

Historical performance shown for the Ultra Shares prior to their inception on 3/24/03 is based on the performance of the Fund’s Institutional Class Shares, which invest in the same portfolio of securities, but which are not being offered in this prospectus. The actual returns of Ultra Shares would have been different than those shown because Ultra Shares have different expenses than Institutional Class Shares. Prior to a merger effective 9/7/01, the Fund operated in a master-feeder structure. The Fund’s performance for the period from 1/3/97 (commencement of operations) to 9/10/01 (date Institutional Class Shares were launched) is based on the performance of the institutional feeder (whose investment program was identical to the investment program of, and whose expenses were similar to the expenses of, the Ultra Shares).

The Fund commenced operations on 1/3/97. Performance for the indexes is from 1/31/97.

Investors cannot invest directly in an index.

4 JPMORGAN U.S. EQUITY FUNDS

Investor Expenses for Ultra Shares

The expenses of Ultra Shares (including acquired fund fees and expenses) before and after reimbursements 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 Ultra assets)

Management Fees					0.25
Distribution (Rule 12b-1) Fees					NONE
Shareholder Service Fees					NONE
Other Expenses¹					0. 17
Total Annual Operating Expenses					0.4 2
Fee Waivers and Expense Reimbursements²					(0. 07 )
Net Expenses²					0.35

“Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year.

JPMIM, the Fund’s Administrator and Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of Ultra Shares (excluding a cquired f und f ees and e xpenses, dividend expenses relating to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.35% of their average daily net assets through 10/31/08. 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 Ultra Shares with the cost of investing in other mutual funds. The example assumes:

•

$10,000 initial investment,

•

5% return each year, and

•

net expenses through 10/31/08, and total annual operating expenses thereafter.

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

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
36					128				228				523

NOVEMBER 1, 2007 5

JPMorgan Diversified Mid Cap Growth Fund

What is the goal of the Fund?

The Fund seeks growth of capital and secondarily, current income by investing primarily in equity securities.

What are the Fund’s main investment strategies?

The Fund invests primarily in common stocks of mid cap companies which the Fund’s adviser, JPMorgan Investment Advisors Inc. (JPMIA), believes are capable of achieving sustained growth. Under normal circumstances, at least 80% of the Fund’s Assets will be invested in equity securities of mid cap companies, including common stocks and debt securities and preferred stocks that are convertible to common stocks. “Assets” means net assets, plus the amount of borrowings for investment purposes. Mid cap companies are companies with market capitalizations similar to those within the universe of the Russell Midcap^® Growth Index at the time of purchase. Market capitalization is the total market value of a company’s shares.

The Fund’s Board of Trustees may change any of these investment policies (except 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.

Investment Process

In managing the Fund, the adviser employs a process that combines research, valuation and stock selection to identify companies that have a history of above-average growth or which the adviser believes will achieve above-average growth in the future. Growth companies purchased for the Fund include those with leading competitive positions, predictable and durable business models and management that can achieve sustained growth. The adviser makes specific purchase decisions based on a number of quantitative factors, including valuation and improving fundamentals, as well as the stock and industry insights of the adviser’s research and portfolio management teams. Finally, a disciplined, systematic portfolio construction process is employed to minimize uncompensated risks relative to the benchmark.

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions .

6 JPMORGAN U.S. EQUITY FUNDS

The Fund’s Main Investment Risks

High Portfolio Turnover Risk. The Fund may engage in active and frequent trading leading to increased portfolio turnover, higher transaction costs, and the possibility of increased capital gains.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 48–53.

NOVEMBER 1, 2007 7

JPMorgan Diversified Mid Cap Growth 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 for 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 over the past one year, five years and ten years. It compares that performance to the Russell Midcap^® Growth Index, a broad-based securities market index, and the Lipper Mid-Cap Growth Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS^*,1

Best Quarter

4th quarter, 1998

39.91

Worst Quarter

3rd quarter, 2001

–21.01

The Ultra Shares commenced operations on 2/22/05. Historical performance shown for Ultra Shares prior to 1/1/06 is based on the performance of the Fund’s Select Class Shares, which invest in the same portfolio of securities, but which are not offered in this prospectus. The actual returns of the Ultra Shares would have been different than those shown because Ultra Shares have different expenses than Select Class Shares.

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/0 7 was 18.18 %.

8 JPMORGAN U.S. EQUITY FUNDS

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time for periods ended December 31, 200 6 ^*


ULTRA SHARES
Return Before Taxes	11.45	7.17	11.92
Return After Taxes on Distributions	8.59	6.37	9.80
Return After Taxes on Distributions and Sale of Fund Shares	10.50	6.13	9.56

RUSSELL MIDCAP^® GROWTH INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	10.66	8.22	8.62

LIPPER MID-CAP GROWTH FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	11.01	6.10	6.85

Historical performance shown for Ultra Shares prior to their inception on 2/22/05 is based on the performance of the Fund’s Select Class Shares, which invest in the same portfolio of securities, but which are not being offered in this prospectus. The actual returns of Ultra Shares would have been different than those shown because Ultra Shares have different expenses than Select Class Shares.

The Russell Midcap^® Growth Index is an unmanaged index which measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of the mutual fund expenses, including sales charges if applicable.

The performance of the Lipper Mid-Cap Growth Funds Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund.

Investors cannot invest directly in an index.

Investor Expenses for Ultra Shares

The expenses for Ultra Shares (including acquired fund fees and expenses) 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 Ultra assets)

“Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year.

JPMIA, the Fund’s Administrator and Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of Ultra Shares (excluding a cquired f und f ees and e xpenses, dividend expenses relating to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.89% of their average daily net assets through 10/31/08. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

NOVEMBER 1, 2007 9

JPMorgan Diversified Mid Cap Growth Fund (continued)

Example

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

•

$10,000 initial investment,

•

5% return each year, and

•

total annual operating expenses .

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

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
88					274				477				1,061

10 JPMORGAN U.S. EQUITY FUNDS

JPMorgan Diversified Mid Cap Value Fund

Currently, the Fund is publicly offered on a limited basis. (See “Purchasing Fund Shares — What does it mean that the Diversified Mid Cap Value Fund is publicly offered on a limited basis?” for more information.)

What is the goal of the Fund?

The Fund seeks capital appreciation with the secondary goal of achieving current income by investing primarily in equity securities.

What are the Fund’s main investment strategies?

Under normal circumstances, at least 80% of the Fund’s Assets will be invested in equity securities of mid cap companies, including common stock and debt securities and preferred stocks both of which are convertible into common stocks. “Assets” means net assets, plus the amount of borrowings for investment purposes. Mid cap companies are companies with market capitalizations similar to those within the universe of the Russell Midcap^® Value Index at the time of purchase. Market capitalization is the total market value of a company’s shares.

The Fund’s Board of Trustees may change any of these investment policies (except 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.

Investment Process

In managing the Fund, the adviser , JPMIA, employs a bottom-up approach to stock selection, constructing portfolios based on company fundamentals, quantitative screening and proprietary fundamental analysis. The adviser looks for quality companies, which appear to be undervalued and to have the potential to grow intrinsic value per share. Quality companies generally have a sustainable competitive position, low business cyclicality, high returns on invested capital and strong experienced management. Potential investments are subjected to rigorous financial analysis and a disciplined approach to valuation.

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

The Fund’s Main Investment Risks

NOVEMBER 1, 2007 11

JPMorgan Diversified Mid Cap Value Fund (continued)

objective if the adviser’s expectations regarding particular securities or markets are not met.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 48–53.

12 JPMORGAN U.S. EQUITY FUNDS

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 for 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 Russell Midcap^® Value Index, a broad-based securities market index, and the Lipper Mid-Cap Value Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS^*,1

Best Quarter

2nd quarter, 2003

16.28

Worst Quarter

3rd quarter, 2002

–17.70

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/0 7 was 6.10 %.

NOVEMBER 1, 2007 13

JPMorgan Diversified Mid Cap Value Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time for periods ended December 31, 200 6 ^*


ULTRA SHARES
Return Before Taxes	17.40	11.56	12.75
Return After Taxes on Distributions	14.19	9.63	10.06
Return After Taxes on Distributions and Sale of Fund Shares	15.26	9.73	10.05

RUSSELL MIDCAP^® VALUE INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	20.22	15.88	13.65

LIPPER MID-CAP VALUE FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	14.40	12.04	10.89

Investors cannot invest directly in an index.

Investor Expenses for Ultra Shares

The expenses of Ultra Shares (including acquired fund fees and expenses) 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 Ultra assets)

“Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year.

JPMIA, the Fund’s Administrator and Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of Ultra Shares (excluding acquired fund fees and expenses, dividend expenses relating to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.84% of their average daily net assets through 10/31/0 8 . In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

14 JPMORGAN U.S. EQUITY FUNDS

Example

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

•

$10,000 initial investment,

•

5% return each year, and

•

total annual operating expenses .

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

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
85					265				460				1,025

NOVEMBER 1, 2007 15

JPMorgan Intrepid Mid Cap Fund

What is the goal of the Fund?

The Fund seeks long-term capital growth by investing primarily in equity securities of companies with intermediate capitalizations.

What are the Fund’s main investment strategies?

The Fund invests primarily in common stocks of mid cap companies. Under normal circumstances, at least 80% of the Fund’s A ssets will be invested in common and preferred stocks, rights, warrants, convertible securities and other equity securities of mid cap companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. Mid cap companies are companies with market capitalizations similar to those within the universe of the Russell Midcap^® Index at the time of purchase. Market capitalization is the total market value of a company’s shares.

The Fund invests in a broad portfolio of common stocks that the adviser believes are undervalued and/or have strong growth potential. It combines a “value” style strategy, which focuses on identifying securities that have a market price below what the Fund’s adviser, JPMIA, believes they are worth, with a “growth” style strategy, which focuses on identifying securities that the adviser believes have above-average growth potential over a long-term horizon.

The adviser applies an active equity management style to identify value- and growth-oriented securities with momentum. Sector by sector, the Fund may overweight its holdings of equity securities relative to those of the Russell Midcap^® Index. The Fund will sell a stock if the adviser determines that the issuer no longer meets the Fund’s investment criteria listed above or if the adviser believes that more attractive opportunities are available.

Derivatives, which are instruments that have a value based on another instrument, exchange rate or index, may be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives as tools in the management of the portfolio assets. The Fund may use derivatives to hedge various investments, for risk management and to increase the Fund’s income or gain.

The Fund’s Board of Trustees may change any of these investment policies (except 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.

Investment Process

The Fund has an actively managed strategy that employs an investment process based on behavioral finance principles. Behavioral finance theorizes that investors behave irrationally in systematic and predictable ways because human psychology affects investment decision-making. This investor behavior results in market inefficiencies that persist over time. The Fund seeks to capitalize on these market anomalies through a disciplined and dispassionate investment process.

The investment process identifies securities that have been mispriced by behavioral biases. Stocks are ranked based on expected return, which is determined by the degree of mispricing or exposure to market anomalies. In general, the Fund purchases top ranked stocks that also contribute favorably to the overall portfolio exposures. Risk or factor exposures are actively managed through portfolio construction. Portfolio constraints control for sector weights, position sizes and style and size characteristics of the Fund.

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

The Fund’s Main Investment Risks

16 JPMORGAN U.S. EQUITY FUNDS

objective if the adviser’s expectations regarding particular securities or markets are not met.

Market Risk . The price of equity securities may rise or fall because of changes in the broad market or changes in a company’s financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for the Fund’s portfolio or the securities market as a whole, such as changes in economic or political conditions. Equity securities are subject to “stock market risk” meaning that stock prices in general (or in particular, the types of securities in which the Fund invests) may decline over short or extended periods of time. When the value of the Fund’s securities goes down, your investment in the Fund decreases in value.

Mid Cap Company Risk . Investments in mid cap companies may be riskier than investments in larger, more established companies. The securities of mid cap companies may trade less frequently and in smaller volumes than securities of larger companies. In addition, mid cap companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Because mid cap companies may have limited product lines, markets or financial resources or may depend on a few key employees, they may be more susceptible to particular economic events or competitive factors than large capitalization companies.

Derivatives Risk . 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 investment s and could result in losses that significantly exceed the Fund’s original investment. Derivatives are also subject to the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index. 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.

High Portfolio Turnover Risk. The Fund may engage in active and frequent trading leading to increased portfolio turnover, higher transaction costs, and the possibility of increased capital gains.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 48–53.

NOVEMBER 1, 2007 17

JPMorgan Intrepid Mid Cap 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 for 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 of the Fund. It compares that performance to the Russell Midcap^® Index, a broad-based securities market index, and the Lipper Mid-Cap Core Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS^*,1

Best Quarter

4th quarter, 1998

22.78

Worst Quarter

3rd quarter, 1998

–20.69

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/0 7 was 7.71 %.

18 JPMORGAN U.S. EQUITY FUNDS

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time for periods ended December 31, 200 6 ^*


ULTRA SHARES
Return Before Taxes	14.11	10.46	10.84
Return After Taxes on Distributions	12.10	8.71	8.49
Return After Taxes on Distributions and Sale of Fund Shares	10.98	8.67	8.54

RUSSELL MIDCAP^® INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	15.26	12.88	12.14

LIPPER MID-CAP CORE FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	13.44	10.10	10.69

The Russell Midcap^® Index is an unmanaged index which measures the performance of the 800 smallest companies in the Russell 1000^® Index. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of the mutual fund expenses, including sales charges if applicable.

The performance of the Lipper Mid-Cap Core Funds Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund.

Investors cannot invest directly in an index.

Investor Expenses for Ultra Shares

ANNUAL OPERATING EXPENSES (%)

(Expenses that are deducted from Ultra assets)

Management Fees					0.65
Distribution (Rule 12b-1) Fees					NONE
Shareholder Service Fees					NONE
Other Expenses¹					0. 20
Total Annual Operating Expenses					0.8 5
Fee Waivers and Expense Reimbursements²					(0.0 2 )
Net Expenses²					0.83

“Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year.

JPMIA, the Fund’s Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of Ultra Shares (excluding acquired fund fees and expenses, dividend expenses relating to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.83% of their average daily net assets through 10/31/0 8 . In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

NOVEMBER 1, 2007 19

JPMorgan Intrepid Mid Cap Fund (continued)

Example

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

•

$10,000 initial investment

•

5% return each year, and

•

net expenses through 10/31/0 8 , and total annual operating expenses thereafter.

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

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
85					269				469				1,047

20 JPMORGAN U.S. EQUITY FUNDS

JPMorgan Large Cap Growth Fund

What is the goal of the Fund?

The Fund seeks long-term capital appreciation and growth of income by investing primarily in equity securities.

What are the Fund’s main investment strategies?

Under normal circumstances, at least 80% of the Fund’s Assets will be invested in the equity securities of large, well-established companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. Large, well-established companies are companies with market capitalizations equal to those within the universe of the Russell 1000^® Growth Index at the time of purchase. Market capitalization is the total market value of a company’s shares. Typically, the Fund invests in common stocks of companies with a history of above-average growth or companies expected to enter periods of above-average growth.

The Fund’s Board of Trustees may change any of these investment policies (except 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.

Investment Process

In managing the Fund, the adviser , JPMIA, employs a process that combines research, valuation and stock selection to identify companies that have a history of above-average growth or which the adviser believes will achieve above-average growth in the future. Growth companies purchased for the Fund include those with leading competitive positions, predictable and durable business models and management that can achieve sustained growth. The adviser makes specific purchase decisions based on a number of quantitative factors, including valuation and improving fundamentals, as well as the stock and industry insights of the adviser’s research and portfolio management teams. Finally, a disciplined, systematic portfolio construction process is employed to minimize uncompensated risks relative to the benchmark.

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions .

NOVEMBER 1, 2007 21

JPMorgan Large Cap Growth Fund (continued)

The Fund’s Main Investment Risks

Market Risk. The price of equity securities may rise or fall because of changes in the broad market or changes in a company’s financial condition, sometimes rapidly orunpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for the Fund’s portfolio or the securities market as a whole, such as changes in economic or political conditions. Equity securities are subject to “stock market risk” meaning that stock prices in general (or in particular, the types of securities in which the Fund invests) may decline over short or extended periods of time. When the value of the Fund’s securities goes down, your investment in the Fund decreases in value.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 48–53.

22 JPMORGAN U.S. EQUITY FUNDS

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 for 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 over the past one year, five years and ten years. It compares that performance to the Russell 1000^® Growth Index, a broad-based securities market index, and the Lipper Large-Cap Growth Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS^*,1

Best Quarter

4th quarter, 1998

24.51

Worst Quarter

4th quarter, 2000

–19.74

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/0 7 was 18.27 %.

NOVEMBER 1, 2007 23

JPMorgan Large Cap Growth Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time for periods ended December 31, 200 6 ^*


ULTRA SHARES
Return Before Taxes	6.39	1.76	4.96
Return After Taxes on Distributions	6.39	1.75	4.02
Return After Taxes on Distributions and Sale of Fund Shares	4.16	1.50	4.08

RUSSELL 1000^® GROWTH INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	9.07	2.69	5.44

LIPPER LARGE-CAP GROWTH FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	4.71	2.01	4.72

Historical performance shown for Ultra Shares prior to their inception on 2/22/05 is based on the performance of the Fund’s Select Class Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. The actual returns of Ultra Shares would have been different than those shown because Ultra Shares have different expenses than Select Class Shares.

The Russell 1000^® Growth Index is an unmanaged index which measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of mutual fund expenses, including sales charges if applicable.

The performance of the Lipper Large-Cap Growth Funds Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund.

^ˆ

Investors cannot invest directly in an index.

Investor Expenses for Ultra Shares

ANNUAL OPERATING EXPENSES (%)

(Expenses that are deducted from Ultra assets)

“Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year.

JPMIA, the Fund’s Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of Ultra Shares (excluding acquired fund fees and expenses, dividend expenses relating to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.80% of their average daily net assets through 10/31/0 8 . In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

24 JPMORGAN U.S. EQUITY FUNDS

Example

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

•

$10,000 initial investment,

•

5% return each year, and

•

total annual operating expenses .

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

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
78					243				422				942

NOVEMBER 1, 2007 25

JPMorgan Large Cap Value Fund

What is the goal of the Fund?

The Fund seeks capital appreciation with the incidental goal of achieving current income by investing primarily in equity securities.

What are the Fund’s main investment strategies?

Under normal circumstances, at least 80% of the Fund’s Assets will be invested in equity securities of large companies, including common stocks, and debt and preferred stocks which are convertible to common stock. “Assets” means net assets, plus the amount of borrowings for investment purposes. Large companies are companies with market capitalizations equal to those within the universe of the Russell 1000^® Value Index at the time of purchase. Market capitalization is the total market value of a company’s shares. The Fund’s adviser, JPMIA, invests in companies whose securities are, in the adviser’s opinion, undervalued when purchased but which have the potential to increase their intrinsic value per share. The Fund invests primarily in common stocks.

The Fund’s Board of Trustees may change any of these investment policies (except 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.

Investment Process

In managing the Fund, the adviser employs a three-step process that combines research, valuation and stock selection.

•

catalysts that could trigger a rise in a stock’s price

•

high potential reward compared to potential risk

•

temporary mispricings caused by market overreactions

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

26 JPMORGAN U.S. EQUITY FUNDS

The Fund’s Main Investment Risks

Market Risk. The price of equity securities may rise or fall because of changes in the broad market or changes in a company’s financial condition, sometimes rapidly orunpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for the Fund’s portfolio or the securities market as a whole, such as changes in economic or political conditions. Equity securities are subject to “stock market risk” meaning that stock prices in general (or in particular, the types of securities in which the Fund invests) may decline over short or extended periods of time. When the value of the Fund’s securities goes down, your investment in the Fund decreases in value.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 48–53.

NOVEMBER 1, 2007 27

JPMorgan Large Cap Value 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 for 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 over the past one year, five years and ten years. It compares that performance to the Russell 1000^® Value Index, a broad-based securities market index, and the Lipper Large- Cap Value Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS^*,1

Best Quarter

2nd quarter, 2003

17.37

Worst Quarter

3rd quarter, 2002

–20.73

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/0 7 was 6.82 %.

28 JPMORGAN U.S. EQUITY FUNDS

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time for periods ended December 31, 200 6 ^*


ULTRA SHARES
Return Before Taxes	20.71	7.76	7.99
Return After Taxes on Distributions	18.41	7.01	6.73
Return After Taxes on Distributions and Sale of Fund Shares	15.33	6.51	6.41

RUSSELL 1000^® VALUE INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	22.24	10.86	11.00

LIPPER LARGE-CAP VALUE FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	18.30	7.67	8.54

^ˆ

Investors cannot invest directly in an index.

Investor Expenses for Ultra Shares

ANNUAL OPERATING EXPENSES (%)

(Expenses that are deducted from Ultra assets)

“Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year.

JPMIA, the Fund’s Administrator and Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of Ultra Shares (excluding acquired fund fees and expenses, dividend expenses relating to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.59% of their average daily net assets through 10/31/0 8 . In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

NOVEMBER 1, 2007 29

JPMorgan Large Cap Value Fund (continued)

Example

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

•

$10,000 initial investment,

•

5% return each year, and

•

total annual operating expenses .

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

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
58					183				318				714

30 JPMORGAN U.S. EQUITY FUNDS

JPMorgan Small Cap Value Fund

What is the goal of the Fund?

The Fund seeks long-term capital growth primarily by investing in equity securities of small-capitalization companies.

What are the Fund’s main investment strategies?

Under normal circumstances, the Fund invests at least 80% of its Assets in equity securities of small cap companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. Small cap companies are companies with market capitalizations equal to those within the universe of the Russell 2000^® Value Index stocks at the time of purchase. Market capitalization is the total market value of a company’s shares. In reviewing investment opportunities for the Fund, its adviser, JPMIA , uses a value-oriented approach.

The Fund’s Board of Trustees may change any of these investment policies (except 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.

Investment Process

In managing the Fund, the adviser leverages a proprietary stock ranking system that is enhanced by a fundamental overlay (bottom up research conducted by small cap analysts and the portfolio management team) to determine the attractiveness of stocks within the investment universe. Stocks are ranked and are then placed into portfolios. In general, stocks are purchased when they are among the top ranked within their sector and are sold when their ranking falls. Risk or factor exposures are managed through portfolio construction. Portfolio constraints control for sector weights, position sizes and/or style characteristics of the Fund.

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market condition s.

NOVEMBER 1, 2007 31

JPMorgan Small Cap Value Fund (continued)

The Fund’s Main Investment Risks

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 48–53.

32 JPMORGAN U.S. EQUITY FUNDS

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 for 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 over the past one year, five years and ten years. It compares that performance to the Russell 2000^® Value Index, a broad-based securities market index, and Lipper Small-Cap Value Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS^*,1

Best Quarter

4th quarter, 2001

21.34

Worst Quarter

3rd quarter, 1998

–24.07

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/0 7 was 0.33 %.

NOVEMBER 1, 2007 33

JPMorgan Small Cap Value Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time for periods ended December 31, 200 6 ^*


ULTRA SHARES
Return Before Taxes	19.33	13.63	13.14
Return After Taxes on Distributions	16.89	11.95	11.57
Return After Taxes on Distributions and Sale of Fund Shares	15.11	11.53	11.09

RUSSELL 2000^® VALUE INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	23.48	15.37	13.27

LIPPER SMALL-CAP VALUE FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	17.13	14.75	12.73

Historical performance shown for Ultra Shares prior to their inception on 2/22/05 is based on the performance of the Fund’s Select Class Shares, which invest in the same portfolio of securities, but whose shares are not being offered in this prospectus. The actual returns of Ultra Shares would have been different than those shown because Ultra Shares have different expenses than Select Class Shares. The performance for periods prior to 3/22/99 reflect s the performance of the Pegasus Small Cap Opportunity Fund and its predecessor fund .

The Russell 2000^® Value Index is an unmanaged index which measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of the mutual fund expenses, including sales charges if applicable.

The performance of the Lipper Small-Cap Value Funds Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund.

Investors cannot invest directly in an index.

34 JPMORGAN U.S. EQUITY FUNDS

Investor Expenses for Ultra Shares

ANNUAL OPERATING EXPENSES (%)

(Expenses that are deducted from Ultra Class assets)

“Other Expenses” have been calculated based on the actual amounts incurred in the most recent fiscal year.

JPMI A, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of Ultra Class Shares (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.86% of the average daily net assets through 10/31/08. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses would have been 0.85% of the average daily net assets for Ultra Class Shares. 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 Ultra Shares with the cost of investing in other mutual funds. The example assumes:

•

$10,000 initial investment,

•

5% return each year, and

•

total annual operating expenses.

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

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
88					274				477				1,061

NOVEMBER 1, 2007 35

The Funds’ Management and Administration

The JPMorgan Disciplined Equity Fund is a series of JPMorgan Trust I (JPMT I), a Delaware statutory trust.

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

JPMorgan Diversified Mid Cap Growth Fund
JPMorgan Diversified Mid Cap Value Fund
JPMorgan Intrepid Mid Cap Fund
JPMorgan Large Cap Growth Fund
JPMorgan Large Cap Value Fund
JPMorgan Small Cap Value Fund

Collectively, these are the JPMT II Funds.

The trustees of JPMT I and JPMT II are responsible for overseeing all business activities of their respective Funds.

Each Fund may issue other classes of shares that have different sales charges, 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 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

J.P. Morgan Investment Management Inc. (JPMIM) and JPMorgan Investment Advisors Inc. (JPMIA) each acts as investment adviser to one or more of the Funds and each makes day-to-day investment decisions for the Funds which it advises. JPMIM is the investment adviser to the JPMorgan Disciplined Equity Fund, and JPMIA is the investment adviser to the JPMT II Funds.

During the most recent fiscal year ended 6/30/0 7 , JPMIM or JPMIA were paid management fees (net of waivers), as shown below, as a percentage of average daily net assets:

JPMorgan Disciplined Equity Fund				0.2 4 %
JPMorgan Diversified Mid Cap Growth Fund				0.65
JPMorgan Diversified Mid Cap Value Fund				0.65
JPMorgan Intrepid Mid Cap Fund				0.65
JPMorgan Large Cap Growth Fund				0.50
JPMorgan Large Cap Value Fund				0. 40
JPMorgan Small Cap Value Fund				0.65

A discussion of the basis the Boards of Trustees of JPMT I and JPMT II used in reapproving the investment advisory agreements for the Funds is available in the semi-annual report for the most recent fiscal period ended December 31.

The Portfolio Managers

Disciplined Equity Fund

Diversified Mid Cap Growth Fund

The portfolio management team is led by Christopher Mark Vyvyan Jones, Managing Director of JPMIM and a CFA charterholder, and Timothy Parton, Managing Director of JPMIM and a CFA charterholder. Mr. Jones is the chief investment officer of the U.S. Equity Growth and Small Cap team and has worked as a portfolio manager with JPMIM and its various affiliates (or their predecessors) since 1982. Mr. Parton has worked as a portfolio manager for JPMIM or its affiliates (or their predecessors) since 1988 and has been employed with the firm since 1986.

Diversified Mid Cap Value Fund

36 JPMORGAN U.S. EQUITY FUNDS

by the firm since 1980. An employee of JPMIM or its affiliates since 1993, Mr. Playford, a CFA charterholder and CPA, has worked as a portfolio manager since 2004 and as a research analyst since 2003. From 2001 to 2003, he served as a client portfolio manager working with the U.S. Equity Group. Ms. Fu, a CFA charterholder, has been employed by JPMIM and its affiliates since 2002. Prior to becoming a portfolio manager in 2006, s he was a sell-side analyst at JPMorgan Securities, Inc.

Intrepid Mid Cap Fund

The portfolio management team for the Fund is led by Silvio Tarca, Managing Director of JPMIM and a CFA charterholder. Mr. Tarca has been with JPMIM or its affiliates (or one of their predecessors) since 2000. He has headed the behavioral finance portfolio management team and has been managing certain funds since 2003. Prior to that time, he served as a quantitative research analyst in the Emerging Markets Equity Group. Other members of the portfolio management team include Robert Weller, Vice President of JPMIM and a CFA charterholder, and Jason Alonzo, Vice President of JPMIM. Mr. Weller has been with JPMIM or its affiliates (or one of their predecessors) since 1997. Prior to 2003 when Mr. Weller joined the portfolio management team, he worked in the JPMorgan Private Bank Target Portfolio Manager group. Mr. Alonzo has been with JPMIM or its affiliates (or one of their predecessors) since 2000. Prior to joining the portfolio management team in 2003, he served as an investment assistant in the U.S. Equity Group. Mr. Weller and Mr. Alonzo have had day-to-day portfolio management responsibilities for the Funds since 2004 and 2005, respectively.

Large Cap Growth Fund

Christopher Mark Vyvyan Jones, Managing Director of JPMIM, and Giri Devulapally, Vice President of JPMIM and a CFA charterholder, are the portfolio managers for the Fund. Information on Mr. Jones is discussed earlier in this section. Mr. Devulapally has been a portfolio manager in the JPMorgan U.S. Equity Group since 2003 when he joined JPMIM. Prior to JPMIM, he worked for T. Rowe Price for six years, where he was an analyst specializing i n technology and telecommunications.

Large Cap Value Fund

Small Cap Value Fund

The Statement of Additional Information provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the 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: 0.15% of the first $25 billion of average daily net assets of all Funds (excluding funds of funds and money market funds) and non-funds of funds in the JPMorgan Funds Complex and 0.075% of average daily net assets over $25 billion.

The Funds’ Distributor

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

Additional Compensation to Financial Intermediaries

NOVEMBER 1, 2007 37

The Funds’ Management and Administration (continued)

s ervicing, sub-transfer agency and/or networking fees that are paid to such Financial Intermediaries, as described elsewhere in this prospectus. These additional cash payments are generally made to Financial Intermediaries that provide shareholder, sub-transfer agency 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 and/or for training and educating a Financial Intermediary’s employees. 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. Such additional compensation may provide such Financial Intermediaries with an incentive to favor sales of shares of the JPMorgan Funds over other investment options they make available to their customers. See the Statement of Additional Information for more information.

38 JPMORGAN U.S. EQUITY FUNDS

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. 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?

Ultra Shares may be purchased by investors:

•

whose investments in the Fund are made and directed on their behalf by investment representatives at JPMIA, JPMIM, or JPMorgan Chase or their affiliates (the Investment Manager) pursuant to a discretionary investment management agreement or trust agreement that provides for discretionary investment management services between the Investment Manager and the investor (a Discretionary Account); and

•

whose Discretionary Account’s initial investment in the Fund is at least $5,000,000 ( $20,000,000 for the Disciplined Equity Fund) .

Ultra Shares also may be purchased by 401(k) and other retirement plans administered by the Retirement Plan Services affiliate of JPMorgan Chase Bank, N.A.

Accounts may be opened with the Fund’s transfer agent either directly or through a Financial Intermediary. If you have questions about eligibility, please call 1-800-480-4111.

Ultra Shares are not subject to a sales charge or Rule 12b-1 fees.

Ultra Shares have lower annual expense ratios than Institutional Class and Select Class Shares as the Ultra Shares have no ongoing shareholder service fees.

What does it mean that the Ultra Shares of the Disciplined Equity Fund are publicly offered on a limited basis?

The Ultra Shares of the Disciplined Equity Fund are publicly offered on a limited basis. Investors are not eligible to purchase Ultra Shares of the Fund except as described below:

•

Current shareholders may continue to purchase additional shares of the Fund either through JPMorgan Funds Services or a Financial Intermediary and may continue to reinvest dividends or capital gains distributions from shares owned in the Fund;

•

Shareholders of record may add to their accounts through exchanges from other JPMorgan Funds for shares of the Fund;

•

Group employer retirement plans including 401(k), 403(b) and 457 plans (and their successor plans) currently offering the Fund may open new participant accounts in the Fund and purchase additional shares in existing participant accounts.

If all Ultra Shares of the Fund in an existing shareholder’s account are voluntarily redeemed or involuntarily redeemed (due to instances when a shareholder does not meet aggregate account balance minimums or when participants in Systematic Investment Plans do not meet minimum investment requirements, as described in the prospectus), then the shareholder’s account will be closed. Such former Ultra shareholders will not be able to buy additional Ultra Shares nor reopen their Ultra Shares accounts in the Fund. The foregoing restrictions, however, do not apply to participants in eligible employer retirement plans.

If the Fund receives a purchase order directly from an investor who is not eligible to purchase Ultra Shares of the Fund, JPMorgan Funds Services will attempt to contact the investor to determine whether he or she would like to purchase shares of another Fund or would prefer that the investment be refunded. If JPMorgan Funds Services cannot contact the investor within 30 days, the entire investment will be refunded.

The Fund reserves the right to change these policies any time.

What does it mean that the Diversified Mid Cap Value Fund is publicly offered on a limited basis?

Effective since the close of business on August 15, 2005, the Diversified Mid Cap Value Fund has been publicly offered only on a limited basis. Investors are not eligible to purchase shares of the Fund except as described below:

•

Shareholders of record as of August 15, 2005, will be able to continue to purchase additional shares of the Diversified Mid Cap Value Fund either through JPMorgan Funds Services or a Financial Intermediary (as defined in the prospectus) and may continue to reinvest dividends or capital gains distributions from shares owned in the Fund;

•

Shareholders of record as of August 15, 2005 will be able to add to their accounts through exchanges from

NOVEMBER 1, 2007 39

How to Do Business with the Funds (continued)

other JPMorgan Funds for shares of the Diversified Mid Cap Value Fund;

•

Group employer retirement plans including 401(k), 403(b) and 457 plans (and their successor plans) offering the Diversified Mid Cap Value Fund as of August 15, 2005 may open new participant accounts in the Fund and purchase additional shares in existing participant accounts. Group employer retirement plans including 401(k), 403(b) and 457 plans (and their successor plans) offering the Fund that are not funded as of August 15, 2005 may also open new participant accounts in the Fund if the Fund received notice of the group employer retirement plan’s intention to offer the Fund to its participants prior to August 15, 2005; or

•

Wrap program sponsors may open new participant accounts in the Diversified Mid Cap Value Fund and purchase additional shares in existing participant accounts, provided the wrap program sponsor established account(s) with the Fund that are part of a wrap program prior to August 15, 2005. Other Financial Intermediaries which have selected and offered the Fund as part of an asset allocation model used for client accounts for which such Financial Intermediary has investment discretion may also open new client accounts in the Fund and purchase additional shares in existing client accounts, provided such Financial Intermediary established account(s) with the Fund as part of such Financial Intermediary’s asset allocation model prior to August 15, 2005.

If all shares of the Diversified Mid Cap Value Fund in an existing shareholder’s account are voluntarily redeemed or involuntarily redeemed (due to instances when a shareholder does not meet aggregate account balance minimums or when participants in Systematic Investment Plans do not meet minimum investment requirements, as described in the prospectus), then the shareholder’s account will be closed. Such former Fund shareholders will not be able to buy additional Fund shares nor reopen their accounts in the Fund. The foregoing restrictions, however, do not apply to participants in eligible employer retirement plans.

If the Diversified Mid Cap Value Fund receives a purchase order directly from an investor who is not eligible to purchase shares of the Fund, JPMorgan Funds Services will attempt to contact the investor to determine whether he or she would like to purchase shares of another Fund or would prefer that the investment be refunded. If JPMorgan Funds Services cannot contact the investor within 30 days, the entire investment will be refunded.

The Diversified Mid Cap Value Fund reserves the right to change these policies at any time.

When can I buy shares?

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

40 JPMORGAN U.S. EQUITY FUNDS

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 one of the JPMorgan Funds, or exchanges between or among the JPMorgan Funds, that indicates market timing or trading that they determine is abusive.

The JPMorgan Funds’ Board 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 or preceded by a redemption or exchange out of the same Fund. If the Distributor detects that you have completed two round trips within 60 days in the same Fund, the Distributor will reject your purchase and exchange orders for a period of at least 90 days. For subsequent violations, the Distributor may, in its sole discretion, reject your purchase and exchange orders temporarily or permanently. In identifying market timers, the Distributor may also consider activity of accounts that it believes to be under common ownership or control.

The JPMorgan Funds will seek to apply the Funds’ market timing policies and restrictions as uniformly as practicable to accounts with the Funds, except with respect to the following:

Trades that occur through omnibus accounts at Financial Intermediaries as described above,

Purchases, redemptions and exchanges made on a systematic basis,

Automatic reinvestments of dividends and distributions,

Purchases, redemptions or exchanges that are part of a rebalancing program, such as a wrap program, or

Bona fide asset allocation programs.

Please see the Statement of Additional Information for a further description of these arrangements.

How much do shares cost?

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

NOVEMBER 1, 2007 41

How to Do Business with the Funds (continued)

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 equity securities, except for North American, Central American, South American and Caribbean 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 , 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.

How do I open an account?

Ultra Shares of the Fund are subject to a $ 5,000,000 minimum investment requirement ($20,000,000 for Disciplined Equity Fund) for all investors except 401(k) and other retirement plans administered by the Retirement Plan Services affiliate of JPMorgan Chase Bank, N.A. You are required to maintain a minimum account balance equal to the minimum initial investment in the Fund. There are no minimum levels for subsequent purchases.

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

Send the completed Account Application and a check to:

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

42 JPMORGAN U.S. EQUITY FUNDS

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 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-ULTRA)
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 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:

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, JPMIA or their 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?

Ultra Shares of a Fund may be exchanged for Ultra Shares of another JPMorgan Fund or for another class of the same Fund , subject to 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.

NOVEMBER 1, 2007 43

How to Do Business with the Funds (continued)

When are exchanges processed?

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

•

The Fund receives the request by 4:00 p.m. ET (or before the NYSE closes, if the NYSE closes before 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?

REDEEMING FUND SHARES

When can I redeem shares?

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:

A financial institution; or

Your Financial Intermediary.

44 JPMORGAN U.S. EQUITY 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.

What will my shares be worth?

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.

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

Additional Information Regarding Redemptions

The Funds may suspend your ability to redeem when:

Trading on the NYSE is restricted;

The NYSE is closed (other than weekend and holiday closings);

Federal securities laws permit;

The SEC has permitted a suspension; or

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.

NOVEMBER 1, 2007 45

Shareholder Information

DISTRIBUTIONS AND TAXES

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

The Funds generally distribute net investment income , if any, at least quarterly. The Funds will distribute net capital gain (that is, the excess of net long-term capital gain over net short-term capital loss), if any, at least annually. For each taxable year, the Fund will distribute substantially all of its net investment income and net capital gain.

You have three options for your distributions. You may:

•

reinvest all of them 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.

For federal income tax purposes, distributions of net investment income and any net short-term capital gain are taxable generally as ordinary income. Dividends of net investment income paid to a non-corporate U.S. shareholder during a tax able year beginning before January 1, 2011 that are properly designated as qualified dividend income will generally be taxable to such shareholder at a maximum rate of 15%. 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 each Fund. In addition, each Fund must meet certain holding period and other 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 and other requirements with respect to the Fund share s. Dividends of net investment income that are not designated as qualified dividend income will be taxable as ordinary income .

If you receive distributions that are properly designated as capital gain dividends , the tax rate will be based on how long a Fund held a particular asset, not on how long you have owned your shares. Distributions of net capital gain from the sale of investments that a Fund owned for more than one year and that are properly designated by a Fund as capital gain dividends will be taxable as long- term capital gains. Capital gain dividends of a non-corporate U.S. shareholder recognized during a taxable year beginning before January 1, 2011 generally will be taxed at a maximum rate of 15%. Distributions of net short-term capital gain in excess of net long-term capital loss, if any, will be taxable to shareholders as ordinary income. 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 . Distributions are taxable to you even if they are paid from income or gains earned by a Fund before your investment (and thus were included in the price you paid). Any gain resulting from the sale or exchange of Fund shares will be taxable as long-term or short-term gain, depending upon how long you have held your shares.

A Fund’s investments in certain REIT securities, debt securities and derivative instruments may cause the 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 liquidate other investments in its portfolio that it otherwise would have continued to hold (including when it is not advantageous to do so). A Fund’s investment in REIT securities also may result in the Fund’s receipt of cash in excess of the REIT’s earnings; if the Fund distributes such amounts, such distributions could constitute a return of capital to Fund shareholders for federal income tax purposes. Please see the Statement of Additional Information for further discussion of the tax consequences of these investments to the Fund.

The extent to which a Fund can invest in MLPs is limited by the Fund’s intention to qualify as a regulated investment company under the Internal Revenue Code.

A Fund’s investments in other investment companies could affect the amount, timing, and character of distributions from the Fund, and, therefore, may increase the amount of taxes payable by shareholders.

The dates on which dividends and capital gain will be distributed are available online at www.jpmorganfunds.com.

Early in each calendar year, each 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 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.

46 JPMORGAN U.S. EQUITY FUNDS

SHAREHOLDER STATEMENTS AND REPORTS

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 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 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 JPMorgan 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

In addition to providing hard copies upon request, the Funds will post these quarterly schedules on the JPMorgan Funds’ website at www.jpmorganfunds.com and on the SEC’s website at www.sec.gov.

NOVEMBER 1, 2007 47

Risk and Reward Elements for the Funds

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

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Market conditions

• Each Fund’s share price and performance will fluctuate in response to stock and/or bond market movements • The market value of convertible securities and other debt securities tends to fall when prevailing interest rates rise. The value of convertible securities also tends to change whenever the market value of the underlying common or preferred stock fluctuates • 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 the Fund from achieving its investment objective	• Stocks have generally outperformed more stable investments (such as bonds and cash equivalents) over the long term	• Under normal circumstances each Fund plans to remain fully invested in accordance with its policies and each Fund may invest uninvested cash in affiliated money market funds; in addition to the securities described in the “What are the Fund’s main investment strateg ies?” section, equity securities may include convertible securities¹, preferred stocks², depositary receipts, (such as American Depositary Receipts and European Depositary Receipts), trust or partnership interests, warrants and rights³ and investment company securities • Each Fund seeks to limit risk and enhance performance through active management and/or diversification • During severe market downturns, each Fund has the option of investing up to 100% of its assets in high quality short-term instruments

Management choices
• A Fund could underperform its benchmark due to its securities and asset allocation choices	• A Fund could outperform its benchmark due to these same choices	• The adviser focuses its active management on securities selection, the area where it believes its commitment to research can most enhance returns and manage risks in a consistent way

Convertible securities are bonds or preferred stock that can convert to common stock.

Preferred stock is a class of stock that generally pays a dividend at a specified rate and has preference over common stock in the payment of dividends and in liquidation.

Warrants and rights are securities, typically issued with preferred stock or bonds, that give the holder the right to buy a proportionate amount of common stock at a specified price.

48 JPMORGAN U.S. EQUITY 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 a Fund that would not have otherwise occurred • A Fund may have difficulty exiting a derivatives position • Derivatives used for risk management or, for certain Funds, to increase the Fund’s income or gain may not have the intended effects and may result in losses or missed opportunities • The counterparty to a derivatives contract could default • Derivatives that involve leverage could magnify losses • Certain types of derivatives involve costs to the Funds which can reduce returns • Segregated or earmarked assets and collateral accounts established in connection with derivatives may limit the Funds’ investment flexibility • 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 a Fund, accelerate recognition of income to a Fund, affect the holding period of a Fund’s assets and defer recognition of certain of a 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 investment 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; all Funds, except the Disciplined Equity Fund and Large Cap Value Fund, may use derivatives in an effort to produce increased income or gain • A Fund only establishes hedges that it expects will be highly correlated with underlying positions • While the Funds may use derivatives that incidentally involve leverage, they do not use them for the specific purpose of leveraging their portfolio • A Fund segregates or earmarks liquid assets to cover its derivatives and offset a portion of the leverage risk

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.

NOVEMBER 1, 2007 49

Risk and Reward Elements for the Funds (continued)

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Exchange Traded Funds (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	• Generally, 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)¹ • Exemptive orders granted to various iShares funds (which are ETFs), other ETFs, and their investment advisers by the Securities and Exchange Commission (SEC) permit a Fund to invest beyond the 1940 Act limits, subject to certain terms and conditions, including a finding of the Board 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 • Under SEC Rule 12d1-1, a Fund may invest in both affiliated and unaffiliated money market funds without limit subject to a Fund’s investment policies and restrictions and the conditions of the rule

Foreign investments
• Currency exchange rate movements could reduce gains or create losses • A Fund could lose money because of foreign government actions, political instability or lack of adequate and accurate information • Currency and investment risks tend to be higher in emerging markets; these markets also present higher liquidity and valuation risks	• Favorable exchange rate movements could generate gains or reduce losses • Foreign investments, which represent a major portion of the world’s securities, offer attractive potential performance and opportunities for diversification • Emerging markets can offer higher returns	• The Funds anticipate that total foreign investments will not exceed 20% of total assets • The Funds actively manage the currency exposure of their foreign investments relative to their benchmarks, and may hedge back into the U.S. dollar from time to time (see also “Derivatives”); these currency management techniques may not be available for certain emerging markets investments

50 JPMORGAN U.S. EQUITY FUNDS

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Master Limited Partnerships (MLPs)

• Holders of MLP units have limited control and voting rights, similar to those of a limited partner • An MLP could be taxed, contrary to its intention, as a corporation, resulting in decreased returns • MLPs may, for tax purposes, affect the character of the gain and loss realized by a Fund and affect the holding period of a Fund’s assets	• MLPs can offer attractive returns • MLPs may offer more attractive yields or potential growth than comparable equity securities • MLPs offer attractive potential performance and opportunities for diversification	• A Fund will limit its direct and indirect investments in MLPs to maintain its status as a registered investment company • Each Fund anticipates that its total investments in MLPs will not exceed 10% of total assets

Real Estate Investment Trusts (REITs)¹

• The value of real estate securities in general, and REITs in particular, are subject to the same risks as direct investments in real estate and will depend on the value of the underlying properties or the underlying loans or interests • The value of these securities will rise and fall in response to many factors, including economic conditions, the demand for rental property and interest rates. In particular, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management of the underlying properties • REITs may be more volatile and/or more illiquid than other types of equity securities • If a REIT fails to distribute its required taxable income or to satisfy the other requirements of REIT status, it would be taxed as a corporation, and amounts available for distribution to shareholders (including a Fund) would be reduced by any corporate taxes payable by the REIT	• A Fund can gain exposure to an additional asset class in order to further diversify its assets • A Fund may receive current income from its REIT investments • If a REIT meets the requirements of the Internal Revenue Code, as amended, it will not be taxed on income it distributes to its shareholders; as a result, more income can be distributed by the REIT	• A Fund’s adviser will carefully evaluate particular REITs before and after investment based on its investment process and will also monitor economic and real estate trends affecting the value of REITs • Unless investing in REITs is described in the “What are the Fund’s main investment strategies?” section, a Fund’s investments in REITs will generally be limited to less than 10% of the Fund’s assets

REITs are pooled investment vehicles which invest primarily in income-producing real estate or loans related to real estate.

NOVEMBER 1, 2007 51

Risk and Reward Elements for the Funds (continued)

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Securities lending
• When a Fund lends a security, there is a risk that the loaned securities may not be returned if the borrower or the lending agent defaults • The collateral will be subject to the risks of the securities in which it is invested	• The Funds 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 the securities loaned plus accrued interest • The lending agents indemnify the Funds 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
• Each Fund could have difficulty valuing these holdings precisely • Each Fund could be unable to sell these holdings at the time or price it desires	• 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 high quality short-term securities (including repurchase agreements) and, for temporary or extraordinary purposes, may borrow from banks up to 33-1/3% of the value of its total assets including drawing on a line of credit

Short-term trading
• Increased trading could raise a Fund’s brokerage and related costs • Increased short-term capital gains distributions could raise shareholders’ income tax liability. Such an increase in transaction costs and/or tax liability, if not offset by gains from short-term trading, would reduce a Fund’s returns	• The Funds could realize gains in a short period of time • The Funds could protect against losses if a stock is overvalued and its value later falls	• The Funds generally avoid short-term trading, except to take advantage of attractive or unexpected opportunities or to meet demands generated by shareholder activity

52 JPMORGAN U.S. EQUITY FUNDS

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

U.S. government and agency securities
• The value of most debt securities, including government and agency securities, will fall when interest rates rise; the longer a security’s maturity and the lower its credit quality, the more its value typically falls • Indebtedness of certain government issuers 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 • Government agency issued mortgage-backed securities (securities representing an interest in, or secured by, a pool of mortgages) involve risk of loss due to payments that occur earlier or later than expected	• Most bonds will rise in value when interest rates fall • Government and agency securities have generally outperformed money market instruments over the long-term with less risk than stocks or debt securities of lower quality issuers • Mortgage-backed securities can offer attractive returns	• The Funds seek to limit risk and enhance performance through active management • The adviser monitors interest rate trends, as well as geographic and demographic information related to mortgage-backed 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 or earmark liquid assets	• The Funds can take advantage of attractive transaction opportunities	• The Funds segregate or earmark liquid assets to offset leverage risks

NOVEMBER 1, 2007 53

Financial Highlights

Ultra

										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			Return of Capital			Total distributions
Disciplined Equity Fund
Year Ended June 30, 2007		$ 15.33		$ 0.26	(g)		$ 3.17		$ 3.43		$ (0.29	)	$	—		$	—			$ (0.29	)
January 1, 2006 through June 30, 2006 (d)		15.15		0.12	(g)		0.18		0.30		(0.12	)		—			—			(0.12	)
Year Ended December 31, 2005		14.79		0.21	(g)		0.36		0.57		(0.21	)		—			—			(0.21	)
Year Ended December 31, 2004		13.50		0.22			1.30		1.52		(0.23	)		—			—			(0.23	)
March 24, 2003 (e) through December 31, 2003		10.77		0.12			2.75		2.87		(0.14	)		—			—	(h)		(0.14	)

Diversified Mid Cap Growth Fund
Year Ended June 30, 2007		25.85		(0.09	)(g)		4.62		4.53		—			(4.19	)		—			(4.19	)
Year Ended June 30, 2006		24.79		(0.07	)		3.14		3.07		—			(2.01	)		—			(2.01	)
February 22, 2005 (e) to June 30, 2005		23.72		(0.04	)		1.11		1.07		—			—			—			—

Diversified Mid Cap Value Fund
Year Ended June 30, 2007		15.85		0.17	(g)		2.80		2.97		(0.20	)		(2.85	)		—			(3.05	)
Year Ended June 30, 2006		19.08		0.18			1.49		1.67		(0.19	)		(4.71	)		—			(4.90	)
February 22, 2005 (e) to June 30, 2005		18.06		0.11			1.02		1.13		(0.11	)		—			—			(0.11	)

Intrepid Mid Cap Fund (f)
Year Ended June 30, 2007		17.76		0.13	(g)		3.02		3.15		(0.13	)		(1.69	)		—			(1.82	)
Year Ended June 30, 2006		20.97		0.13	(g)		3.03		3.16		(0.12	)		(6.25	)		—			(6.37	)
February 22, 2005 (e) to June 30, 2005		19.68		0.05			1.29		1.34		(0.05	)		—			—			(0.05	)

Large Cap Growth Fund
Year Ended June 30, 2007		15.84		0.03	(g)		2.67		2.70		—			—			—			—
Year Ended June 30, 2006		14.71		0.01	(g)		1.12		1.13		—			—			—			—
February 22, 2005 (e) through June 30, 2005		14.42		0.01			0.30		0.31		(0.02	)		—			—			(0.02	)

Large Cap Value Fund
Year Ended June 30, 2007		16.42		0.31	(g)		3.51		3.82		(0.32	)		(1.53	)		—			(1.85	)
Year Ended June 30, 2006		15.73		0.29	(g)		1.17		1.46		(0.31	)		(0.46	)		—			(0.77	)
February 22, 2005 (e) through June 30, 2005		15.59		0.10			0.16		0.26		(0.12	)		—			—			(0.12	)

Small Cap Value Fund
Year Ended June 30, 2007		24.55		0.21	(g)		3.81		4.02		(0.23	)		(3.00	)		—			(3.23	)
Year Ended June 30, 2006		25.57		0.21	(g)		3.19		3.40		(0.22	)		(4.20	)		—			(4.42	)
February 22, 2005 (e) to June 30, 2005		24.63		0.12			0.92		1.04		(0.10	)		—			—			(0.10	)

(a)

Annualized for periods less than one year.

(b)

Not annualized for periods less than one year.

(c)

(d)

The Fund changed its fiscal year end from December 31 to June 30.

(e)

Commencement of offering of class of shares.

(f)

Prior to July 29, 2005, the Fund was named Diversified Mid Cap Fund.

(g)

Calculated based upon average shares outstanding.

(h)

Amount rounds to less than $0.01.

54 JPMORGAN U.S. EQUITY FUNDS

	Ratios/Supplemental data
						Ratios to average net assets (a)
Net asset value, end of period	Total return (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)
$18.47		22.53	%		$ 135,785		0.35	%		1.55	%		0.42	%		59	%
15.33		1.95			153,648		0.35			1.62			0.45			34
15.15		3.87			125,344		0.35			1.41			0.43			44
14.79		11.33			102,817		0.35			1.59			0.55			49
13.50		26.75			108,000		0.35			1.28			0.54			77


26.19		19.13			2,749		0.86			(0.34	)		0.86			119
25.85		12.63			15,333		0.88			(0.06	)		0.91			112
24.79		4.51			11,641		0.88			(0.44	)		0.90			119


15.77		20.13			2,672		0.83			1.05			0.83			47
15.85		9.89			7,787		0.84			1.09			0.86			52
19.08		6.25			12,499		0.81			1.67			0.87			67


19.09		18.63			45,277		0.83			0.71			0.85			117
17.76		16.77			34,253		0.83			0.68			0.84			136
20.97		6.79			27,247		0.79			0.76			0.85			131


18.54		17.05			3,261		0.76			0.20			0.76			35
15.84		7.68			14,986		0.79			0.09			0.81			49
14.71		2.12			22,428		0.75			0.21			0.75			112


18.39		24.14			7,810		0.57			1.80			0.57			77
16.42		9.43			13,673		0.58			1.79			0.60			72
15.73		1.68			24,492		0.53			1.89			0.53			112


25.34		17.19			59,684		0.84			0.86			0.85			38
24.55		14.52			58,933		0.85			0.83			0.85			45
25.57		4.21			33,520		0.82			1.30			0.86			57

NOVEMBER 1, 2007 55

Legal Proceedings and Additional Fee and Expense Information

LEGAL PROCEEDINGS AND ADDITIONAL FEE AND EXPENSE
INFORMATION AFFECTING THE JPMT II FUNDS

Prior to becoming an affiliate of JPMorgan Chase, on June 29, 2004, Banc One Investment Advisors Corporation (“BOIA”), now known as JPMorgan Investment Advisors Inc., entered into agreements with the Securities and Exchange Commission (the “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 which were series of One Group Mutual Funds, possible late trading of certain of these funds and related matters. In its settlement with the SEC, BOIA 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, BOIA agreed to pay disgorgement of $10 million and a civil money penalty of $40 million for a total payment of $50 million, which is being distributed to certain current and former shareholders of certain funds. Pursuant to the settlement agreement with the NYAG, BOIA reduced its management fee for certain funds which were series of One Group Mutual Funds (now known as JPMorgan Trust II) in the aggregate amount of approximately $8 million annually over a five-year period commencing September, 2004.

Annual and Cumulative Expense Examples

56 JPMORGAN U.S. EQUITY FUNDS

The Reduced Rate Funds are the Large Cap Value Fund, the Equity Index Fund, the Equity Income Fund, the Government Bond Fund (each of which is currently a series of JPMT II) and the U.S. Equity Fund (successor by merger to the One Group Diversified Equity Fund) are subject to a Reduced Rate. 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 JPMIA 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 or expense reimbursements memorialized in a written contract between the Funds and JPMIA and its affiliates, as applicable. None of the Ultra Shares of the Funds offered in this Prospectus (including Ultra Shares of JPMorgan Large Cap Value Fund) are subject to a Reduced Rate.

Fund	Class
JPMorgan Diversified Mid Cap Growth Fund	Ultra	0.86	0.86
JPMorgan Diversified Mid Cap Value Fund	Ultra	0.83	0.83
JPMorgan Intrepid Mid Cap Fund	Ultra	0.83	0.85
JPMorgan Large Cap Growth Fund	Ultra	0.76	0.76
JPMorgan Large Cap Value Fund	Ultra	0.57	0.57
JPMorgan Small Cap Value Fund	Ultra	0.86	0.86

•

On 11/1/0 7 , 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 JPMIA and its affiliates; and the Gross Expense Ratio thereafter.

“Net Annual 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.

NOVEMBER 1, 2007 57

Legal Proceedings and Additional Fee and Expense Information (continued)

JPMorgan Diversified Mid Cap Growth Fund

	Ultra
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
October 31, 2008	$	88		5.00	%		4.14	%		4.14	%
October 31, 2009		91		10.25			8.45			4.14
October 31, 2010		95		15.76			12.94			4.14
October 31, 2011		99		21.55			17.62			4.14
October 31, 2012		103		27.63			22.49			4.14
October 31, 2013		108		34.01			27.56			4.14
October 31, 2014		112		40.71			32.84			4.14
October 31, 2015		117		47.75			38.34			4.14
October 31, 2016		121		55.13			44.06			4.14
October 31, 2017		126		62.89			50.03			4.14

JPMorgan Diversified Mid Cap Value Fund

	Ultra
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
October 31, 2008	$	85		5.00	%		4.17	%		4.17	%
October 31, 2009		88		10.25			8.51			4.17
October 31, 2010		92		15.76			13.04			4.17
October 31, 2011		96		21.55			17.75			4.17
October 31, 2012		100		27.63			22.66			4.17
October 31, 2013		104		34.01			27.78			4.17
October 31, 2014		108		40.71			33.11			4.17
October 31, 2015		113		47.75			38.66			4.17
October 31, 2016		117		55.13			44.44			4.17
October 31, 2017		122		62.89			50.46			4.17

58 JPMORGAN U.S. EQUITY FUNDS

JPMorgan Intrepid Mid Cap Fund

	Ultra
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
October 31, 2008	$	85		5.00	%		4.17	%		4.17	%
October 31, 2009		90		10.25			8.49			4.15
October 31, 2010		94		15.76			13.00			4.15
October 31, 2011		98		21.55			17.68			4.15
October 31, 2012		102		27.63			22.57			4.15
October 31, 2013		106		34.01			27.66			4.15
October 31, 2014		111		40.71			32.95			4.15
October 31, 2015		115		47.75			38.47			4.15
October 31, 2016		120		55.13			44.22			4.15
October 31, 2017		125		62.89			50.20			4.15

JPMorgan Large Cap Growth Fund

	Ultra
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
October 31, 2008	$	78		5.00	%		4.24	%		4.24	%
October 31, 2009		81		10.25			8.66			4.24
October 31, 2010		84		15.76			13.27			4.24
October 31, 2011		88		21.55			18.07			4.24
October 31, 2012		92		27.63			23.08			4.24
October 31, 2013		96		34.01			28.29			4.24
October 31, 2014		100		40.71			33.73			4.24
October 31, 2015		104		47.75			39.40			4.24
October 31, 2016		108		55.13			45.31			4.24
October 31, 2017		113		62.89			51.48			4.24

JPMorgan Large Cap Value Fund

	Ultra
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
October 31, 2008	$	58		5.00	%		4.43	%		4.43	%
October 31, 2009		61		10.25			9.06			4.43
October 31, 2010		64		15.76			13.89			4.43
October 31, 2011		66		21.55			18.93			4.43
October 31, 2012		69		27.63			24.20			4.43
October 31, 2013		72		34.01			29.70			4.43
October 31, 2014		76		40.71			35.45			4.43
October 31, 2015		79		47.75			41.45			4.43
October 31, 2016		82		55.13			47.72			4.43
October 31, 2017		86		62.89			54.26			4.43

NOVEMBER 1, 2007 59

Legal Proceedings and Additional Fee and Expense Information (continued)

JPMorgan Small Cap Value Fund

	Ultra
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
October 31, 2008	$	88		5.00	%		4.14	%		4.14	%
October 31, 2009		91		10.25			8.45			4.14
October 31, 2010		95		15.76			12.94			4.14
October 31, 2011		99		21.55			17.62			4.14
October 31, 2012		103		27.63			22.49			4.14
October 31, 2013		108		34.01			27.56			4.14
October 31, 2014		112		40.71			32.84			4.14
October 31, 2015		117		47.75			38.34			4.14
October 31, 2016		121		55.13			44.06			4.14
October 31, 2017		126		62.89			50.03			4.14

60 JPMORGAN U.S. EQUITY FUNDS

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

STATEMENT OF ADDITIONAL INFORMATION (SAI)

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 this information. You can also find information online at www.jpmorganfunds.com.

Public Reference Room of the SEC
Washington, DC 20549-0102
1-202-551-8090
Email: publicinfo@sec.gov

Reports, a copy of the SAIs and other information about the Funds are also available on the SEC’s website at http://www.sec.gov.

Investment Company Act File No. for the Funds, except the Disciplined Equity Fund, is 811-4236.

Investment Company Act File No. for the Disciplined Equity Fund is 811-21295.

PR-EQU-1107

PROSPECTUS NOVEMBER 1, 200 7

JPMorgan

U.S. Equity

Funds

R Class Shares

JPMorgan Intrepid America Fund
JPMorgan Intrepid Growth Fund
JPMorgan Intrepid Value Fund
JPMorgan Large Cap Value Fund
JPMorgan Small Cap Equity Fund *
JPMorgan Small Cap Value Fund
JPMorgan Strategic Small Cap Value Fund
JPMorgan U.S. Equity Fund
JPMorgan U.S. Large Cap Core Plus Fund

Closed to new investors. Additional and new investments are permitted as described in the section entitled “How to Do Business with the Funds — Purchasing Fund Shares.”

CONTENTS

JPMorgan Intrepid America Fund					1
JPMorgan Intrepid Growth Fund					6
JPMorgan Intrepid Value Fund					11
JPMorgan Large Cap Value Fund					16
JPMorgan Small Cap Equity Fund					21
JPMorgan Small Cap Value Fund					26
JPMorgan Strategic Small Cap Value Fund					31
JPMorgan U.S. Equity Fund					3 5
JPMorgan U.S. Large Cap Core Plus Fund					40
The Funds’ Management and Administration					46
How to Do Business with the Funds					4 9
Purchasing Fund Shares					4 9
Networking and Sub-Transfer Agency Fees					52
Exchanging Fund Shares					53
Redeeming Fund Shares					53
Shareholder Information					5 5
Distributions and Taxes					5 5
Shareholder Statements and Reports					5 6
Availability of Proxy Voting Record					5 6
Portfolio Holdings Disclosure					5 6
Risk and Reward Elements for the Funds					5 7
Financial Highlights					64
Legal Proceedings and Additional Fee and Expense Information					6 8
How to Reach Us					B ack cover

JPMorgan Intrepid America Fund

What is the goal of the Fund?

The Fund seeks to provide long-term capital growth.

What are the Fund’s main investment strategies?

Under normal circumstances, the Fund invests at least 80% of its Assets in equity investments of large and mid capitalization U.S. companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. The Fund generally defines large capitalization companies as those with a market capitalization over $10 billion at the time of purchase, and mid capitalization companies as those with market capitalization between $1 billion and $10 billion at the time of purchase. Market capitalization is the total market value of a company’s shares.

Although the Fund may invest in securities of both large and mid capitalization companies, it may at any given time invest a significant portion of its assets in either large or mid capitalization companies, when the Fund’s adviser, J.P. Morgan Investment Management Inc. (JPMIM), believes such companies offer attractive opportunities.

The Fund invests primarily in a broad portfolio of common stocks that the adviser believes are undervalued and/or have strong growth potential. It combines a “value” style strategy, which focuses on identifying securities that have a market price below what the adviser believes they are worth, with a “growth” style strategy, which focuses on identifying securities that the adviser believes have above-average growth potential over a long-term horizon.

The adviser applies an active equity management style to identify value- and growth-oriented securities with momentum. Sector by sector, the Fund may overweight its holdings of equity securities relative to those of the Russell 1000^® Index. The Fund will sell a stock if the adviser determines that the issuer no longer meets the Fund’s investment criteria or if the adviser believes that more attractive opportunities are available.

Derivatives, which are instruments that have a value based on another instrument, exchange rate or index, may be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives as tools in the management of the portfolio assets. The Fund may use derivatives to hedge various investments, for risk management and to increase the Fund’s income or gain.

The Fund’s Board of Trustees may change any of these 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.

Investment Process

The Fund ha s an actively managed strategy that employs an investment process based on behavioral finance principles. Behavioral finance theorizes that investors behave irrationally in systematic and predictable ways because human psychology affects investment decision-making. This investor behavior results in market inefficiencies that persist over time. The Fund seeks to capitalize on these market anomalies through a disciplined and dispassionate investment process.

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

NOVEMBER 1, 2007 1

JPMorgan Intrepid America Fund (continued)

The Fund’s Main Investment Risks

Market Risk. The price of equity securities may rise or fall because of changes in the broad market or changes in a company’s financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for the Fund’s portfolio or the securities market as a whole, such as changes in economic or political conditions. Equity securities are subject to “stock market risk” meaning that stock prices in general (or in particular, the types of securities in which the Fund invests) may decline over short or extended periods of time. When the value of the Fund’s securities goes down, your investment in the Fund decreases in value.

Mid Cap Company Risk. Although the Fund may invest in large and mid capitalization companies, the Fund’s risks increase as it invests more heavily in mid capitalization companies. Investments in mid cap companies may be riskier than investments in larger, more established companies. The securities of mid cap companies may trade less frequently and in smaller volumes than securities of larger companies. In addition, mid cap companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Because mid cap companies may have limited product lines, markets or financial resources or may depend on a few key employees, they may be more susceptible to particular economic events or competitive factors than large capitalization companies.

Derivatives Risk. 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 investment s and could result in losses that significantly exceed the Fund’s original investment. Derivatives are also subject to the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index. 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.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 57–62.

2 JPMORGAN U.S. EQUITY FUNDS

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares.* Since R Class Shares commenced operations on 5/15/06 and have not yet had a full calendar year of performance, the bar chart shows how the performance of the Fund’s Select Class Shares has varied from year to year for the past t hree 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 and life of the Fund. It compares that performance to the Russell 1000^® Index, a broad-based securities market index, and the Lipper Large-Cap Core Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS*^,1

Best Quarter

4th quarter, 2004

11.38

Worst Quarter

2nd quarter, 2004

–0.88

Since R Class Shares commenced operations on 5/15/06 and have not yet had a full calendar year of performance, the performance shown is that of the Fund’s Select Class Shares , which invest in the same portfolio of securities, but which are not offered in this prospectus. The actual returns of R Class Shares would have been different than those shown because R Class Shares have different expenses than Select Class Shares.

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/0 7 was 6.81 %.

NOVEMBER 1, 2007 3

JPMorgan Intrepid America Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time for the period ended December 31, 200 6 *


R CLASS SHARES
Return Before Taxes	16.19	20.01
Return After Taxes on Distributions	15.97	19.32
Return After Taxes on Distributions and Sale of Fund Shares	10.82	17.17

RUSSELL 1000^® INDEX^ˆ,3 (Reflects No Deduction for Fees, Expenses or Taxes)	15.46	17.38

LIPPER LARGE-CAP CORE FUNDS INDEX^ˆ,4 (Reflects No Deduction for Taxes)	13.3 9	14.60

The Fund commenced operations on 2/28/03.

Subsequent to the inception of the Fund, through 10/01/03, the Fund did not experience any shareholder purchase and sale activity. If such shareholder activity had occurred, the Fund’s performance may have been impacted.

The Russell 1000^® Index is an unmanaged index, which measures the performance of the 1000 largest companies (on the basis of capitalization) in the Russell 3000^® Index. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of the mutual fund expenses, including sales charges if applicable.

Investors cannot invest directly in an index.

4 JPMORGAN U.S. EQUITY FUNDS

Investor Expenses for R Class Shares

The expenses of R Class Shares (including acquired fund fees and expenses) before and after reimbursements 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 R Class assets)

Management Fees					0.65
Distribution (Rule 12b-1) Fees					NONE
Shareholder Service Fees					0.05
Other Expenses¹					0.1 3
Total Annual Operating Expenses					0.8 3
Fee Waivers and Expense Reimbursements²					(0.0 3 )
Net Expenses²					0.80

“Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year.

JPMIM, the Fund’s Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of R Class Shares (excluding acquired fund fees and expenses, dividend expenses relating to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.80% of their average daily net assets through 10/31/08. 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 R 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 10/31/0 8 , and total annual operating expenses thereafter.

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

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
82					262				458				1,023

NOVEMBER 1, 2007 5

JPMorgan Intrepid Growth Fund

What is the goal of the Fund?

The Fund seeks to provide long-term capital growth.

What are the Fund’s main investment strategies?

Under normal circumstances, the Fund invests at least 80% of its Assets in equity investments of large and mid capitalization companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. The Fund generally defines large capitalization companies as those with a market capitalization over $10 billion at the time of purchase, and mid capitalization companies as those with market capitalization between $1 billion and $10 billion, at the time of purchase. Market capitalization is the total market value of a company’s shares.

Although the Fund may invest in securities of both large and mid capitalization companies, it may at any given time invest a significant portion of its assets in either large or mid capitalization companies, when the Fund’s adviser, JPMIM, believes such companies offer attractive opportunities.

The Fund invests primarily in a broad portfolio of common stocks that the adviser believes have strong growth potential. A “growth” style strategy focuses on identifying securities that the adviser believes have above-average growth potential over a long-term investment horizon with the potential for capital appreciation.

The adviser applies an active equity management style to identify growth-oriented companies with momentum. Sector by sector, the Fund may overweight its holdings of securities relative to those of the Russell 1000^® Growth Index. The Fund will sell a stock if the adviser determines that the issuer no longer meets the Fund’s investment criteria or if the adviser believes that more attractive opportunities are available.

Derivatives, which are instruments that have a value based on another instrument, exchange rate or index, may be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives as tools in the management of the portfolio assets. The Fund may use derivatives to hedge various investments, for risk management and to increase the Fund’s income or gain.

The Fund’s Board of Trustees may change any of these 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.

Investment Process

The Fund ha s an actively managed strategy that employs an investment process based on behavioral finance principles. Behavioral finance theorizes that investors behave irrationally in systematic and predictable ways because human psychology affects investment decision-making. This investor behavior results in market inefficiencies that persist over time. The Fund seeks to capitalize on these market anomalies through a disciplined and dispassionate investment process.

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

6 JPMORGAN U.S. EQUITY FUNDS

The Fund’s Main Investment Risks

Growth Investing Risk. Growth investing attempts to identify companies that the adviser believes will experience rapid earnings growth relative to value or other types of stocks. The value of these stocks generally is much more sensitive to current or expected earnings than stocks of other types of companies. Short-term events, such as a failure to meet industry earnings expectations, can cause dramatic decreases in the growth stock price compared to other types of stock. Growth stocks may also trade at higher multiples of current earnings compared to value or other stocks, leading to inflated prices and thus greater declines if earnings expectations are not met. The Fund’s performance may be better or worse than the performance of equity funds that focus on value stocks or that have a broader investment style.

Mid Cap Company Risk. Although the Fund may invest in large and mid capitalization companies, the Fund’s risks increase as it invests more heavily in mid capitalization companies. Investments in mid cap companies may be riskier than investments in larger, more established companies. The securities of mid cap companies may trade less frequently and in smaller volumes than securities of larger companies. In addition, mid cap companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Because mid cap companies may have limited product lines, markets or financial resources or may depend on a few key employees, they may be more susceptible to particular economic events or competitive factors than large capitalization companies.

High Portfolio Turnover Risk. The Fund may engage in active and frequent trading leading to increased portfolio turnover, higher transaction costs, and the possibility of increased capital gains.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 57–62.

NOVEMBER 1, 2007 7

JPMorgan Intrepid Growth Fund (continued)

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares.* Since R Class Shares commenced operations on 5/15/06 and have not yet had a full calendar year of performance, the bar chart shows how the performance of the Fund’s Select Class Shares has varied form year to year for the past t hree 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 and life of the Fund. It compares that performance to the Russell 1000^® Growth Index, a broad-based securities market index, and the Lipper Large-Cap Growth Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS*^,1

Best Quarter

4th quarter, 2004

10.57

Worst Quarter

3rd quarter, 2004

–3.32

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/0 7 was 12.67 %.

8 JPMORGAN U.S. EQUITY FUNDS

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time for the period ended December 31, 200 6 *


R CLASS SHARES
Return Before Taxes	9.45	16.38
Return After Taxes on Distributions	9.37	14.95
Return After Taxes on Distributions and Sale of Fund Shares	6.24	13.51

RUSSELL 1000^® GROWTH INDEX^ˆ,3 (Reflects No Deduction for Fees, Expenses or Taxes)	9.07	13.60

LIPPER LARGE-CAP GROWTH FUNDS INDEX^ˆ,4 (Reflects No Deduction for Taxes)	4.71	12.86

The Fund commenced operations on 2/28/03.

The Russell 1000^® Growth Index is an unmanaged index, which measures the performance of those Russell 1000^® companies with higher price-to-book ratios and higher forecasted growth values. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of the mutual fund expenses, including sales charges if applicable.

Investors cannot invest directly in an index.

NOVEMBER 1, 2007 9

JPMorgan Intrepid Growth Fund (continued)

I nvestor Expenses for R Class Shares

ANNUAL OPERATING EXPENSES (%)

(Expenses that are deducted from R Class assets)

Management Fees	0.65
Distribution (Rule 12b-1) Fees	NONE
Shareholder Service Fees	0.05
Other Expenses¹	0.15
Total Annual Operating Expenses	0.85
Fee Waivers and Expense Reimbursements²	(0.05	)
Net Expenses²	0.80

“Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year .

JPMIM, the Fund’s Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of R Class Shares (excluding acquired fund fees and expenses, dividend expenses relating to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.80% of their average daily net assets through 10/31/0 8 . 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 R 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 10/31/0 8 , and total annual operating expenses thereafter.

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

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
82					266				466				1,044

10 JPMORGAN U.S. EQUITY FUNDS

JPMorgan Intrepid Value Fund

What is the goal of the Fund?

The Fund seeks to provide long-term capital appreciation.

What are the Fund’s main investment strategies?

Although the Fund may invest in securities of both large and mid capitalization companies, it may at any given time invest a significant portion of its assets in either large or mid capitalization companies, when the Fund’s adviser, JPMIM, believes such companies offer attractive opportunities.

The Fund invests primarily in a broad portfolio of common stocks that the adviser believes are undervalued. A “value” style strategy focuses on identifying securities that have a market price below what the adviser believes they are worth which have the potential to realize their value.

The adviser applies an active equity management style to identify value-oriented companies . Sector by sector, the Fund may overweight its holdings of equity securities relative to those of the Russell 1000^® Value Index. The Fund will sell a stock if the adviser determines that the issuer no longer meets the Fund’s investment criteria or if the adviser believes that more attractive opportunities are available.

The Fund’s Board of Trustees may change any of these 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.

Investment Process

The Fund ha s an actively managed strategy that employs an investment process based on behavioral finance principles. Behavioral finance theorizes that investors behave irrationally in systematic and predictable ways because human psychology affects investment decision-making. This investor behavior results in market inefficiencies that persist over time. The Fund seeks to capitalize on these market anomalies through a disciplined and dispassionate investment process.

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

The Fund’s Main Investment Risks

NOVEMBER 1, 2007 11

JPMorgan Intrepid Value Fund (continued)

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

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 57–62.

12 JPMORGAN U.S. EQUITY FUNDS

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares.* Since R Class Shares commenced operations on 5/15/06 and have not yet had a full calendar year of performance, the bar chart shows how the performance of the Fund’s Select Class Shares has varied from year to year for the past t hree 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 and life of the Fund. It compares that performance to the Russell 1000^® Value Index, a broad-based securities market index, and the Lipper Large-Cap Value Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS*^,1

Best Quarter

4th quarter, 2004

10.25

Worst Quarter

2nd quarter, 2004

–0.68

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/0 7 was 5.90 %.

NOVEMBER 1, 2007 13

JPMorgan Intrepid Value Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time for the period ended December 31, 200 6 *


R CLASS SHARES
Return Before Taxes	23.07	23.18
Return After Taxes on Distributions	22.58	21.79
Return After Taxes on Distributions and Sale of Fund Shares	15.50	19.72

RUSSELL 1000^® VALUE INDEX^ˆ,3 (Reflects No Deduction for Fees, Expenses or Taxes)	22.24	21.16

LIPPER LARGE-CAP VALUE FUNDS INDEX^ˆ,4 (Reflects No Deduction for Taxes)	18.30	18.11

The Fund commenced operations on 2/28/03.

The Russell 1000^® Value Index is an unmanaged index, which measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of the mutual fund expenses, including sales charges if applicable.

Investors cannot invest directly in an index.

14 JPMORGAN U.S. EQUITY FUNDS

Investor Expenses for R Class Shares

ANNUAL FUND OPERATING EXPENSES (%)

(Expenses that are deducted from R Class assets)

Management Fees	0.65
Distribution (Rule12b-1) Fees	NONE
Shareholder Service Fees	0.05
Other Expenses¹	0.26
Acquired Fund Fees and Expenses²	0.01

Total Annual Operating Expenses^3,4	0.97
Fee Waivers and Expense Reimbursements⁴	(0.16	)

Net Expenses⁴	0.81

“Other Expenses” have been calculated based on the actual amounts incurred in the most recent fiscal year.

“Acquired Fund Fees and Expenses” are based on the allocation of the Fund’s assets among the acquired funds calculated on a daily basis through the Fund’s last fiscal year end. This amount reflects the allocation only through the fiscal year ending 6/30/07. “Acquired Fund Fees and Expenses” will vary with changes in the expenses of the acquired funds as well as allocation of the Fund’s assets, and may be higher or lower than those shown above.

JPMIM, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of R Class Shares (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest , taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.80% of the average daily net assets through 10/31/08. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses would have been 0.96% of the average daily net assets for R Class Shares. 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 R 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 10/31/0 8 , and total annual operating expenses thereafter.

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

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
83					293				521				1,175

NOVEMBER 1, 2007 15

JPMorgan Large Cap Value Fund

What is the goal of the Fund?

The Fund seeks capital appreciation with the incidental goal of achieving current income by investing primarily in equity securities.

What are the Fund’s main investment strategies?

Under normal circumstances, at least 80% of the Fund’s Assets will be invested in equity securities of large companies, including common stocks, and debt and preferred stocks which are convertible to common stock. “Assets” means net assets, plus the amount of borrowings for investment purposes. Large companies are companies with market capitalizations equal to those within the universe of the Russell 1000 ® Value Index at the time of purchase. Market capitalization is the total market value of a company’s shares. The Fund’s adviser, JPMorgan Investment Advisors Inc. (JPMIA), invests in companies whose securities are, in the adviser’s opinion, undervalued when purchased but which have the potential to increase their intrinsic value per share. The Fund invests primarily in common stocks.

The Fund’s Board of Trustees may change any of these investment policies (except 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.

Investment Process

In managing the Fund, the adviser employs a three-step process that combines research, valuation and stock selection.

•

catalysts that could trigger a rise in a stock’s price

•

high potential reward compared to potential risk

•

temporary mispricings caused by market overreactions

16 JPMORGAN U.S. EQUITY FUNDS

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

The Fund’s Main Investment Risks

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, please see pages 57–62 .

NOVEMBER 1, 2007 17

JPMorgan Large Cap Value Fund (continued)

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares.* Since R Class Shares commenced operations on 5/15/06 and have not yet had a full calendar year of performance, the bar chart shows how the performance of the Fund’s Select Class Shares has varied from year to year for 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 over the past one year, five years and ten years. It compares that performance to the Russell 1000^® Value Index, a broad-based securities market index, and the Lipper Large-Cap Value Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS*^,1

Best Quarter

2nd quarter, 2003

17.37

Worst Quarter

3rd quarter, 2002

–20.73

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/0 7 was 6.62 %.

18 JPMORGAN U.S. EQUITY FUNDS

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time, for the periods ended December 31, 200 6 *


R CLASS SHARES
Return Before Taxes	20.56	7.69	7.96
Return After Taxes on Distributions	18.27	6.95	6.70
Return After Taxes on Distributions and Sale of Fund Shares	15.22	6.45	6.38

RUSSELL 1000^® VALUE INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	22.24	10.86	11.00

LIPPER LARGE-CAP VALUE FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	18.30	7.67	8.54

^ˆ

Investors cannot invest directly in an index.

NOVEMBER 1, 2007 19

JPMorgan Large Cap Value Fund (continued)

Investor Expenses for R Class Shares

The expenses of R Class Shares (including acquired fund fees and expenses) 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 R Class assets)

“Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year .

JPMIA, the Fund’s Administrator and Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of R Class Shares (excluding acquired fund fees and expenses, dividend expenses relating to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.79% of their average daily net assets through 10/31/0 8 . 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 R Class Shares with the cost of investing in other mutual funds. The example assumes:

•

$10,000 initial investment,

•

5% return each year, and

•

total annual operating expenses.

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

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
63					199				346				774

20 JPMORGAN U.S. EQUITY FUNDS

JPMorgan Small Cap Equity Fund

Currently, the Fund is publicly offered on a limited basis. (See “Purchasing Fund Shares — What does it mean that the Small Cap Equity Fund is publicly offered on a limited basis?” for more information.)

What is the goal of the Fund?

The Fund seeks capital growth over the long term.

What are the Fund’s main investment strategies?

Under normal circumstances, the Fund invests at least 80% of its Assets in equity securities of small cap companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. Small cap companies are companies with market capitalizations equal to those within the universe of the Russell 2000^® Index stocks at the time of purchase. Market capitalization is the total market value of a company’s shares. The Fund invests primarily in common stocks.

The Fund’s Board of Trustees may change any of these 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.

Investment Process

In managing the Fund, the adviser , JPMIM, employs a process that combines research, valuation and stock selection to identify quality small cap companies. The adviser look s for both undervalued companies with leading competitive positions, predictable and durable business models and management that can achieve sustained growth. The adviser makes specific purchase decisions based on a number of quantitative factors, including valuation and improving fundamentals, as well as the stock and industry insights of the adviser’s research and portfolio management teams. Finally, a disciplined, systematic portfolio construction process is employed to minimize uncompensated risks relative to the benchmark.

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

NOVEMBER 1, 2007 21

JPMorgan Small Cap Equity Fund (continued)

The Fund’s Main Investment Risks

Non-Diversified Fund Risk. 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 economic results among those issuing the securities.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 57–62.

22 JPMORGAN U.S. EQUITY FUNDS

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares.* Since R Class Shares commenced operations on 5/15/06 and have not yet had a full calendar year of performance, the bar chart shows how the performance of the Fund’s Select Class Shares has varied from year to year for 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 over the past one year, five years and ten years. It compares that performance to the Russell 2000^® Index, a broad-based securities market index, and the Lipper Small-Cap Core Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS*^,1

Best Quarter

4th quarter, 1998

19.51

Worst Quarter

3rd quarter, 1998

–21.04

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/0 7 was 9.98 %.

NOVEMBER 1, 2007 23

JPMorgan Small Cap Equity Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time, for periods ended December 31, 200 6 *


R CLASS SHARES
Return Before Taxes	18.88	14.18	11.41
Return After Taxes on Distributions	17.86	13.08	10.16
Return After Taxes on Distributions and Sale of Fund Shares	13.01	12.18	9.64

RUSSELL 2000^® INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	18.37	11.39	9.44

LIPPER SMALL-CAP CORE FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	13.70	10.50	10.32

The Russell 2000^® Index is an unmanaged index, which measures the performance of the 2000 smallest stocks (on the basis of capitalization) in the Russell 3000 Index. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of the mutual fund expenses, including sales charges if applicable.

Investors cannot invest directly in an index.

24 JPMORGAN U.S. EQUITY FUNDS

Investor Expenses for R Class Shares

ANNUAL FUND OPERATING EXPENSES (%)

(Expenses that are deducted from R Class assets)

Management Fees	0.65
Distribution (Rule12b-1) Fees	NONE
Shareholder Service Fees	0.05
Other Expenses¹	0.24
Acquired Fund Fees and Expenses²	0.01

Total Annual Operating Expenses^3,4	0.95
Fee Waivers and Expense Reimbursements⁴	(0.14	)
Net Expenses⁴	0.81

“Other Expenses” have been calculated based on the actual amounts incurred in the most recent fiscal year.

“Acquired Fund Fees and Expenses” are based on the allocation of the Fund’s assets among the acquired funds calculated on a daily basis through the Fund’s last fiscal year end. This amount reflects the allocation only through the fiscal year ending 6/30/07. “Acquired Fund Fees and Expenses” will vary with changes in the expenses of the acquired funds as well as allocation of the Fund’s assets, and may be higher or lower than those shown above.

JPMIM, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of R Class Shares (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest , taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.80% of the average daily net assets through 10/31/08. Without the Acquired Fund Fees and E xpenses, the Total Annual Operating Expenses would have been 0.94% of the average daily net assets for R Class Shares. 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 R 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 10/31/0 8 , and total annual operating expenses thereafter.

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

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
83					289				512				1,154

NOVEMBER 1, 2007 25

JPMorgan Small Cap Value Fund

What is the goal of the Fund?

The Fund seeks long-term capital growth primarily by investing in equity securities of small-capitalization companies.

What are the Fund’s main investment strategies?

Under normal circumstances, the Fund invests at least 80% of its Assets in equity securities of small cap companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. Small cap companies are companies with market capitalizations equal to those within the universe of the Russell 2000 ® Value Index stocks at the time of purchase. Market capitalization is the total market value of a company’s shares. In reviewing investment opportunities for the Fund, its adviser, JPMIA, uses a value-oriented approach.

The Fund’s Board of Trustees may change any of these investment policies (except 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.

Investment Process

In managing the Fund, the adviser leverages a proprietary stock ranking system that is enhanced by a fundamental overlay (bottom up research conducted by small-cap analysts and the portfolio management team) to determine the attractiveness of stocks within the investment universe. Stocks are ranked and are then placed into portfolios. In general, stocks are purchased when they are among the top ranked within their sector and are sold when their ranking falls. Risk or factor exposures are managed through portfolio construction. Portfolio constraints control for sector weights, position sizes and/or style characteristics of the Fund.

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

26 JPMORGAN U.S. EQUITY FUNDS

The Fund’s Main Investment Risks

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 57–62.

NOVEMBER 1, 2007 27

JPMorgan Small Cap Value Fund (continued)

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares.* Since R Class Shares commenced operations on 5/15/06 and have not yet had a full calendar year of performance, the bar chart shows how the performance of the Fund’s Select Class Shares has varied from year to year for 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 over the past one year, five years and ten years. It compares that performance to the Russell 2000^® Value Index, a broad-based securities market index, and Lipper Small-Cap Value Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS*^,1

Best Quarter

4th quarter, 2001

21.34

Worst Quarter

3rd quarter, 1998

–24.07

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/0 7 was 0.27 %.

28 JPMORGAN U.S. EQUITY FUNDS

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time, for periods ended December 31, 200 6 *


R CLASS SHARES
Return Before Taxes	19.17	13.58	13.11
Return After Taxes on Distributions	14.30	11.42	11.31
Return After Taxes on Distributions and Sale of Fund Shares	12.54	11.00	10.82

RUSSELL 2000^® VALUE INDEX^ˆ,1 (Reflects No Deduction for Fees, Expenses or Taxes)	23.48	15.37	13.27

LIPPER SMALL-CAP VALUE FUNDS INDEX^ˆ,2 (Reflects No Deduction for Taxes)	17.13	14.75	12.73

Historical performance shown for R Class Shares prior to their inception on 5/15/06 is based on the Fund’s Select Class Shares, which invest in the same portfolio of securities, but which are not offered in this prospectus. The actual returns of R Class Shares would have been different that those shown because R Class Shares have different expenses than Select Class Shares. The performance includes the performance of the Pegasus Small Cap Opportunity Fund and its predecessor fund for the period before the consolidation with the Fund on 3/22/99.

The Russell 2000® Value Index is an unmanaged index which measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of the mutual fund expenses, including sales charges if applicable.

Investors cannot invest directly in an index.

NOVEMBER 1, 2007 29

JPMorgan Small Cap Value Fund (continued)

Investor Expenses for R Class Shares

The expenses for R Class Shares (including acquired fund fees and expenses) are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.

ANNUAL FUND OPERATING EXPENSES (%)

(Expenses that are deducted from R Class assets)

Management Fees					0.65
Distribution (Rule12b-1) Fees					NONE
Shareholder Service Fees					0.05
Other Expenses¹					0.21
Acquired Fund Fees and Expenses²					0.01

Total Annual Operating Expenses^3,4					0.92

“Other Expenses” have been calculated based on the actual amounts incurred in the most recent fiscal year.

“Acquired Fund Fees and Expenses” are based on the allocation of the Fund’s assets among the acquired funds calculated on a daily basis through the Fund’s last fiscal year end. This amount reflects the allocation only through the fiscal year ending 6/30/07. “Acquired Fund Fees and Expenses” will vary with changes in the expenses of the acquired funds as well as allocation of the Fund’s assets, and may be higher or lower than those shown above.

JPMI A, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of R Class Shares (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest , taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.91% of the average daily net assets through 10/31/08. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses would have been 0.91% of the average daily net assets for R Class Shares. 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 R Class Shares with the cost of investing in other mutual funds. The example assumes:

•

$10,000 initial investment,

•

5% return each year, and

•

total annual operating expenses.

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

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
94					293				509				1,131

30 JPMORGAN U.S. EQUITY FUNDS

JPMorgan Strategic Small Cap Value Fund

What is the goal of the Fund?

The Fund seeks capital growth over the long term.

What are the Fund’s main investment strategies?

Under normal circumstances, the Fund invests at least 80% of its Assets in equity securities of small cap companies . “Assets” means net assets, plus the amount of borrowings for investment purposes. Small cap companies are companies with market capitalizations equal to those within the universe of the Russell 2000^® Value Index stocks at the time of purchase. Market capitalization is the total market value of a company’s shares. In reviewing investments for the Fund, JPMIM , the Fund’s adviser, uses a value-oriented approach.

The Fund’s Board of Trustees may change any of these 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.

Investment Process

In managing the Fund, the adviser employs a process that combines research, valuation and stock selection to identify quality companies whose stock prices appear to be undervalued. In particular, we look for undervalued companies with leading competitive positions and strong management. The adviser makes specific purchase decisions based on a number of quantitative factors, including valuation and improving fundamentals, as well as the stock and industry insights of the adviser’s research and portfolio management teams. Finally, a disciplined, systematic portfolio construction process is employed to minimize uncompensated risks relative to the benchmark.

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

The Fund’s Main Investment Risks

NOVEMBER 1, 2007 31

JPMorgan Strategic Small Cap Value Fund

Derivatives Risk. 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. Derivatives are also subject to the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index. 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.

High Portfolio Turnover Risk. The Fund may engage in active and frequent trading leading to increased portfolio turnover, higher transaction costs, and the possibility of increased capital gains.

Temporary Defensive Position Risk. To respond to unusual circumstances, the Fund may invest up to 100% of its assets in cash and cash equivalents for temporary defensive purposes. These investments may prevent the Fund from meeting its investment objective.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 57–62.

32 JPMORGAN U.S. EQUITY FUNDS

The Fund’s Performance

The R Class Shares of the Fund commenced operations on 7/31/07 while the other share classes of the Fund commenced operations as of 2/28/06. Once the Fund has operated for at least one calendar year, a bar chart and a performance table will be included in the prospectus to show the performance of the Fund.¹ An appropriate broad-based securities market index, such as the Russell 2000^® Value Index, will also be included in the performance table. Although past performance of a Fund is no guarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing in the Fund.

The Fund’s fiscal year end is 6/30.

NOVEMBER 1, 2007 33

JPMorgan Strategic Small Cap Value Fund

Investor Expenses for R Class Shares

The expenses for R Class Shares (including acquired fund fees and expenses) before and after reimbursements are shown below. The table below does not reflect charges or credits which you might incur if you invest through a Financial Intermediary.

ANNUAL FUND OPERATING EXPENSES (%)

(Expenses that are deducted from R Class assets)

Management Fees	1.00
Distribution (Rule12b-1) Fees	NONE
Shareholder Service Fees	0.05
Other Expenses¹	3.38
Acquired Fund Fees and Expenses²	0.01
Total Annual Operating Expenses^3,4	4.44
Fee Waivers and Expense Reimbursements⁴	(3.28	)
Net Expenses⁴	1.16

“Other Expenses” are based on estimated expenses.

“Acquired Fund Fees and Expenses” are based on the allocation of the Fund’s assets among the acquired funds calculated on a daily basis through the Fund’s last fiscal year end. This amount reflects the allocation only through the fiscal year ending 6/30/07. “Acquired Fund Fees and Expenses” will vary with changes in the expenses of the acquired funds as well as allocation of the Fund’s assets, and may be higher or lower than those shown above.

JPMIM, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of R Class Shares (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest , taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 1.15% of the average daily net assets through 10/31/08. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses would have been 4.43% of the average daily net assets for R Class Shares. 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 R 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 10/31/08 and total annual operating expenses thereafter.

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

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
11 8					1, 045				1,983				4,374

34 JPMORGAN U.S. EQUITY FUNDS

JPMorgan U.S. Equity Fund

What is the goal of the Fund?

The Fund seeks to provide high total return from a portfolio of selected equity securities.

What are the Fund’s main investment strategies?

Under normal circumstances, the Fund invests at least 80% of its Assets in equity securities of U.S. companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. The Fund primarily invests in large and medium capitalization U.S. companies. Market capitalization is the total market value of a company’s shares. Sector by sector, the Fund’s weightings are similar to those of the Standard & Poor’s 500 Composite Index ( S&P 500 Index). The Fund can moderately underweight or overweight sectors when it believes it will benefit performance.

Within each sector, the Fund focuses on those equity securities that it considers most undervalued and seeks to outperform the S&P 500 Index through superior stock selection. By emphasizing undervalued equity securities, the Fund seeks to produce returns that exceed those of the S&P 500 Index. At the same time, by controlling the sector weightings of the Fund so they can differ only moderately from the sector weightings of the S&P 500 Index, the Fund seeks to limit its volatility to that of the overall market, as represented by this index.

The Fund’s Board of Trustees may change any of these 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.

Investment Process

In managing the Fund, the adviser , JPMIM, employs a three-step process that combines research, valuation and stock selection.

On behalf of the Fund, the adviser then buys and sells equity securities according to its own policies, using the research and valuation rankings as a basis. In general, the adviser buys equity securities that are identified as undervalued and considers selling them when they appear to be overvalued. Along with attractive valuation, the adviser often considers a number of other criteria:

•

catalysts that could trigger a rise in a stock’s price

•

high potential reward compared to potential risk

•

temporary mispricings caused by apparent market overreactions

NOVEMBER 1, 2007 35

JPMorgan U.S. Equity Fund (continued)

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

The Fund’s Main Investment Risks

High Portfolio Turnover Risk. The Fund may engage in active and frequent trading leading to increased portfolio turnover, higher transaction costs, and the possibility of increased capital gains.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 57–62.

36 JPMORGAN U.S. EQUITY FUNDS

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares.* Since R Class Shares commenced operations on 5/15/06 and have not yet had a full calendar year of performance, the bar chart shows how the performance of the Fund’s Institutional Class Shares has varied from year to year for the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns over the past one year, five years and ten years. It compares that performance to the S&P 500 Index, a broad-based securities market index, and the Lipper Large-Cap Core Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS*^,1

Best Quarter

4th quarter, 1998

21.46

Worst Quarter

3rd quarter, 2002

–18.07

Since R Class Shares commenced operations on 5/15/06 and have not yet had a full calendar year of performance, the performance shown is that of the Fund’s Institutional Class Shares , which invest in the same portfolio of securities, but which are not offered in this prospectus. The actual returns of R Class Shares would have been different than those shown because R Class Shares have different expenses than Institutional Class Shares. Prior to a merger effective 9/7/01, the Fund operated in a master-feeder structure. The Fund’s performance for the period from 1/1/9 7 to 9/10/01 (the date Institutional Class Shares were launched) is based on the performance of the institutional feeder (whose investment program was identical to the investment program of, and whose expenses were substantially the same as the current expenses of, the Institutional Class Shares).

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/0 7 was 13.76 %.

NOVEMBER 1, 2007 37

JPMorgan U.S. Equity Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time, for periods ended December 31, 200 6 *


R CLASS SHARES
Return Before Taxes	17.46	5.45	7.39
Return After Taxes on Distributions	14.65	4.73	5.15
Return After Taxes on Distributions and Sale of Fund Shares	13.57	4.51	5.40

S&P 500 INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	15.80	6.19	8.42

LIPPER LARGE-CAP CORE FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	13.39	5.00	7.27

Historical performance shown for R Class Shares prior to their inception on 5/15/06 is based on the Fund’s Institutional Class Shares, which invest in the same portfolio of securities, but which are not offered in this prospectus. The actual returns of R Class Shares would have been different tha n those shown because R Class Shares have different expenses than Institutional Class Shares. Prior to a merger effective 9/7/01, the Fund operated in a master-feeder structure. The Fund’s performance for the period from 1/1/9 7 to 9/10/01 (the date Institutional Class Shares were launched) is based on the performance of the institutional feeder (whose investment program was identical to the investment program of, and whose expenses were substantially the same as the current expenses of, the Institutional Class Shares).

^ˆInvestors cannot invest directly in an index.

38 JPMORGAN U.S. EQUITY FUNDS

Investor Expenses for R Class Shares

ANNUAL OPERATING EXPENSES (%)

(Expenses that are deducted from R Class assets)

Management Fees					0.40
Distribution (Rule 12b-1) Fees					NONE
Shareholder Service Fees					0.05
Other Expenses¹					0.2 0

Total Annual Operating Expenses					0.6 5
Fee Waivers and Expense Reimbursements²					(0.0 6 )

Net Expenses²					0.59

“Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year.

JPMIM, the Fund’s Administrator and Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of R Class Shares (excluding Acquired Fund Fees and Expenses, dividend expenses relating to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.59% of their average daily net assets through 10/31/0 8 . 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 R 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 10/31/0 8 and total annual operating expenses thereafter.

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

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
60					202				356				805

NOVEMBER 1, 2007 39

JPMorgan U.S. Large Cap Core Plus Fund

What is the goal of the Fund?

The Fund seeks to provide a high total return from a portfolio of selected equity securities.

What are the Fund’s main investment strategies?

Under normal circumstances, at least 80% of the value of the Fund’s Assets, which are expected to include both long and short positions, will consist of different U.S. securities, selected from a universe of publicly traded large capitalization securities with characteristics similar to those comprising the Russell 1000 and the S&P 500 Indices. The Fund takes long and short positions mainly in equity securities and derivatives on those securities of companies that each have a market capitalization of at least $4 billion at the time of purchase. “Assets” means net assets, plus the amount of borrowings, if any, for investment purposes.

“Plus” in the Fund’s name refers to the additional return the Fund endeavors to add both relative to the S&P 500 Index as well as relative to traditional strategies which do not have the ability to sell stock short. Selling stock short allows the Fund to more fully exploit insights in stocks that the Fund’s adviser, JPMIM, expects to underperform, as well as enabling the Fund to establish additional long positions while keeping the Fund’s net exposure to the market at a level similar to a traditional “long-only” strategy.

Viewed sector by sector, the Fund’s net weightings of equity securities are similar to those of the S&P 500 Index. The Fund can moderately underweight or overweight industry sectors when it believes such underweighting or overweighting will benefit performance. Within each industry sector, the Fund purchases equity securities that it believes are undervalued and underweights, or sells short, equity securities that it believes are overvalued.

By following this process, the Fund seeks to produce returns that exceed those of the S&P 500 Index. At the same time, by controlling the industry sector weightings of the Fund and allowing them to differ only moderately from the industry sector weightings of the S&P 500 Index, the Fund seeks to limit its volatility to that of the overall market, as represented by the S&P 500 Index.

The Fund intends to invest in a variety of equity securities and, ordinarily, no single equity exposure is expected to make up more than 5% of the gross long exposure except that companies with large weights in the S&P 500 Index may be held as overweights in the Fund, resulting in positions of greater than 5% in those securities.

The Fund intends to maintain an approximate net 100% long exposure to the equity market (long market value minus short market value). However the long and short positions held by the Fund will vary in size as market opportunities change. The Fund’s long positions and their equivalents will range between 90% and 150% of the value of the Fund’s net assets. The Fund’s short positions will range between 0% and 50% of the value of the Fund’s net assets. In rising markets, the Fund expects that the long positions will appreciate more rapidly than the short positions, and in declining markets, that the short positions will decline faster than the long positions.

When the Fund makes a short sale, the broker effecting the short sale typically holds the proceeds as part of the collateral securing the Fund’s obligation to cover the short position. However, the Fund may use all or a portion of the cash proceeds of short sales to purchase additional securities or for any other Fund purpose. When the Fund does this it is required to pledge replacement collateral as security to the broker. The Fund also may use securities it owns to meet any such collateral obligations.

Equity securities in which the Fund primarily invests include common stocks, depositary receipts, exchange-traded funds (ETFs) and real estate investment trusts (REITs). REITs are pooled investment vehicles which invest primarily in income-producing real estate or loans related to real estate. 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 and industries.

Derivatives, which are instruments that have a value based on another instrument, exchange rate or index, may be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps, contracts for differences (CFDs) and other derivatives as tools in the management of portfolio assets. The Fund may use derivatives to hedge various investments , for risk management, including to obtain significant amounts of long or short exposure and to increase the Fund’s income or gain .

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

40 JPMORGAN U.S. EQUITY FUNDS

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.

Investment Process

In managing the Fund, the adviser employs a three-step process that combines research, valuation and stock selection.

The research findings allow the adviser to rank the companies in each sector group according to their relative value. The greater a company’s estimated worth compared to the current market price of its stock, the more undervalued the company. The valuation rankings are produced with the help of a variety of models that quantify the research team’s findings.

On behalf of the Fund, the adviser buys and sells, as well as shorts and covers shorts in, equity securities and derivatives on those securities according to its own policies, using the research and valuation rankings as a basis. In general, the adviser buys and covers shorts in equity securities that are identified as undervalued and considers selling or shorting them when they appear overvalued. Along with attractive valuation, the adviser often considers a number of other criteria such as:

•

catalysts that could trigger a rise in a stock’s price

•

high potential reward compared to potential risk

•

temporary mispricings caused by apparent market overreactions

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

The Fund’s Main Investment Risks

Short Selling Risk. The Fund’s investment strategy may involve more risk than other funds that do not engage in short selling. The Fund’s use of short sales in combination with long positions in the Fund’s portfolio in an attempt to improve performance or to reduce overall portfolio risk may not be successful and may result in greater losses or lower positive returns than if the Fund held only long positions. It is possible that the Fund’s long equity positions will decline in value at the same time that the value of its short equity positions increase, thereby increasing potential losses to the Fund.

The Fund will have substantial short positions and must borrow those securities to make delivery to the buyer. The Fund may not always be able to borrow a security it wants to sell short. The Fund also may be unable to close out an established short position at an acceptable price, and may have to sell related long positions at disadvantageous times. The Fund’s loss on a short sale is potentially unlimited because there is no upward limit on the price a borrowed security could attain.

Taking short positions in securities and investing in derivatives each result in a form of leverage. Leverage involves special risks. There is no assurance that the Fund will leverage its portfolio or, if it does, that the Fund’s leveraging strategy will be successful. The Fund

NOVEMBER 1, 2007 41

JPMorgan U.S. Large Cap Core Plus Fund (continued)

cannot assure you that the use of leverage will result in a higher return on your investment.

High Portfolio Turnover Risk. The Fund may engage in active and frequent trading leading to increased portfolio turnover, higher transaction costs, and the possibility of increased capital gains.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 5 7– 62.

42 JPMORGAN U.S. EQUITY FUNDS

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares.* Since R Class Shares commenced operations on 5/15/06 and have not yet had a full calendar year of performance, the bar chart shows the performance of the Fund’s Select Class Shares over the past calendar year. 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 and the life of the Fund. It compares that performance to the S&P 500 Index, a broad-based securities market index, and the Lipper Long/Short Equity Funds Average, an index based on the total return of certain mutual funds within the Fund’s designated category as determined by Lipper.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS*,¹

Best Quarter

4th quarter, 2006

8.27

Worst Quarter

2nd quarter, 2006

–0.48

Since R Class Shares commenced operations on 5/15/06 and have not yet had a full calendar year of performance, the performance shown is that of the Fund’s Select Class Shares, which invest in the same portfolio of securities, but which are not being offered in this prospectus. The actual returns of R Class Shares would have been different than those shown because R Class Shares have different expenses than Select Class Shares.

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/07 was 16.57%.

NOVEMBER 1, 2007 43

JPMorgan U.S. Large Cap Core Plus Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time, for periods ended December 31, 2006*


R CLASS SHARES
Return Before Taxes	21.77	23.52
Return After Taxes on Distributions	21.42	23.12
Return After Taxes on Distributions and Sale of Fund Shares	14.30	19.86

S&P 500 INDEX^2,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	15.80	17.10

LIPPER LONG/SHORT EQUITY FUNDS AVERAGE^3,ˆ
(Reflects No Deduction for Taxes)	11.03	11.47

The Fund commenced operations on 11/1/05.

The S&P 500 Index is generally representative of the performance of large companies in the U.S. stock market. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of mutual fund expenses, including sales charges, if applicable.

The performance of the Lipper Long/Short Equity Funds Average Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund.

Investors cannot invest directly in an index.

44 JPMORGAN U.S. EQUITY FUNDS

Investor Expenses for R Class Shares

ANNUAL FUND OPERATING EXPENSES (%)

(Expenses that are deducted from R Class assets)

Management Fees		1.00
Distribution (Rule12b-1) Fees		NONE
Shareholder Service Fees		0.05
Other Expenses¹
Dividend Expenses on Short Sales	0.41
Remainder of Other Expenses	0.24
Total Other Expenses		0.65
Acquired Fund Fees and Expenses²		0.01

Total Annual Operating Expenses^3,4		1.71
Fee Waivers and Expense Reimbursements⁴		(0.49	)

Net Expenses⁴		1.22

“Other Expenses” have been calculated based on the actual amounts incurred in the most recent fiscal year.

“Acquired Fund Fees and Expenses” are based on the allocation of the Fund’s assets among the acquired funds calculated on a daily basis through the Fund’s last fiscal year end. This amount reflects the allocation only through the fiscal year ending 6/30/07. “Acquired Fund Fees and Expenses” will vary with changes in the expenses of the acquired funds as well as allocation of the Fund’s assets, and may be higher or lower than those shown above.

JPMIM, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of R Class Shares (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceeds 0.80% of the average daily net assets of the R Class Shares through 6/30/08. Without the dividend expenses relating to short sales and the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses and the Net Expenses would have been 1.29% and 0.80%, respectively. 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 R 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 10/31/0 8 , and total annual operating expenses thereafter.

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

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
124					491				882				1,979

NOVEMBER 1, 2007 45

The Funds’ Management and Administration

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

JPMorgan Intrepid America Fund
JPMorgan Intrepid Growth Fund
JPMorgan Intrepid Value Fund
JPMorgan Small Cap Equity Fund
JPMorgan Strategic Small Cap Value Fund
JPMorgan U.S. Equity Fund
JPMorgan U.S. Large Cap Core Plus Fund

Collectively, these are the JPMT I Funds.

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

JPMorgan Large Cap Value Fund
JPMorgan Small Cap Value Fund

These Funds are the JPMT II Funds.

The trustees of JPMT I and JPMT II are responsible for overseeing all business activities of their respective Funds.

The Funds’ Investment Advisers

J.P. Morgan Investment Management Inc. (JPMIM) and JPMorgan Investment Advisors Inc. (JPMIA) , each acts as investment adviser to one or more of the Funds and each makes day-to-day investment decisions for the Funds which it advises. JPMIM is the investment adviser to the JPMT I Funds, and JPMIA is the investment adviser to the JPMT II Funds.

During the most recent fiscal year ended 6/30/0 7 , JPMIM or JPMIA were paid management fees (net of waivers), as shown below, as a percentage of average daily net assets:

Intrepid America Fund				0.65%
Intrepid Growth Fund				0.6 5
Intrepid Value Fund				0. 54
JPMorgan Large Cap Value Fund				0. 40
JPMorgan Small Cap Equity Fund				0. 47
JPMorgan Small Cap Value Fund				0.65
JPMorgan Strategic Small Cap Value Fund				0.00
JPMorgan U.S. Equity Fund				0.39
JPMorgan U.S. Large Cap Core Plus Fund				0. 61

A discussion of the basis the trustees of each trust used in reapproving the investment advisory agreements for the Funds is available in the semi-annual report for the most recent fiscal period ended December 31.

The Portfolio Managers

Intrepid America Fund
Intrepid Growth Fund
Intrepid Value Fund

The portfolio management team for the Funds is led by Silvio Tarca, Managing Director of JPMIM and a CFA charterholder. Mr. Tarca has been with JPMIM or its affiliates (or one of their predecessors) since 2000. He has headed the behavioral finance portfolio management team and has been managing certain of the Funds since 2003. Prior to that time, he served as a quantitative research analyst in the Emerging Markets Equity Group. Other members of the portfolio management team include Robert Weller, Vice President of JPMIM and a CFA charterholder, and Jason Alonzo, Vice President of JPMIM. Mr. Weller has been with JPMIM or its affiliates (or one of their predecessors) since 1997. Prior to 2003 when Mr. Weller joined the portfolio management team, he worked in the JPMorgan Private Bank Target Portfolio Manager group. Mr. Alonzo has been with JPMIM or its affiliates (or one of their predecessors) since 2000. Prior to joining the

46 JPMORGAN U.S. EQUITY FUNDS

portfolio management team in 2003, he served as an investment assistant in the U.S. Equity Group. Mr. Weller and Mr. Alonzo have had day-to-day portfolio management responsibilities for the Funds since 2004 and 2005, respectively.

Large Cap Value Fund

Small Cap Equity Fund

The portfolio management team is led by Glenn Gawronski, Vice President of JPMIM, Christopher Mark Vyvyan Jones, Managing Director of JPMIM, and Don San Jose, Vice President of JPMIM. Mr. Gawronski has worked as portfolio manager for JPMIM or its affiliates since 200 4 and has been employed with the firm since 1999. Prior to becoming a portfolio manager, he was an analyst for a micro cap portfolio. Mr. Jones is the chief investment officer of the U.S. Equity Growth and Small Cap team and has worked as a portfolio manager with JPMIM and its various affiliates (or their predecessors) since 1982. Mr. San Jose, has been an analyst with the U.S. Small Cap Equity Group since 2004 and a portfolio ma nager si nce 2007 . An employee since 2000, Mr. San Jose was an analyst in JPMorgan Securities’ equity research department before joining the small cap group.

Small Cap Value Fund

The portfolio management team is led by Christopher T. Blum, Managing Director of JPMIM and a CFA charterholder, and Dennis S. Ruhl, Vice President of JPMIM and a CFA charterholder. Mr. Blum has worked as a portfolio manager for JPMIM or its affiliates since 2001 when he joined the firm . Mr. Ruhl has worked as a portfolio manager for JPMIM or its affiliates since 2001 and has been employed with the firm since 1999.

Strategic Small Cap Value Fund

The portfolio management team is led by Christopher Mark Vyvyan Jones, Managing Director of JPMIM, and James Adler, Vice President of JPMIM. Information about Mr. Jones is discussed earlier in this section. Mr. Adler has been with the firm since 2000 and has been a portfolio manager since 2004. Prior to that time, he was an analyst for small and mid cap portfolios.

U.S. Equity Fund

The portfolio management team is led by Thomas Luddy, Managing Director of JPMIM and a CFA charterholder. Susan Bao, Vice President of JPMIM and a CFA charterholder, and Jacqueline Flake, Managing Director of JPMIM and a CFA charterholder. An employee since 1976, Mr. Luddy has held numerous key positions in the firm, including Global Head of Equity, Head of Equity Research and Chief Investment Officer. He began as an equity research analyst, becoming a portfolio manager in 1982. Ms. Bao has been a portfolio manager in the U.S. Equity Group since 200 2 and has been employed by the firm since 1997. An employee of the firm since 1997, Ms. Flake has been a portfolio manager since 2006. Prior to her current position, she was an analyst covering the finance and capital market sectors.

U.S. Large Cap Core Plus Fund

The Fund is managed by Thomas Luddy, Managing Director of JPMIM and Susan Bao, Vice President of JPMIM. Information about Mr. Luddy and Ms. Bao is discussed earlier in this section.

The Funds’ Administrator

JPMorgan Fund 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: 0.15% of the first $25 billion of average daily net assets of all Funds (excluding funds of funds and money market funds) in the JPMorgan Funds Complex and 0.075% of average daily net assets over $25 billion.

The Funds’ Shareholder Servicing Agent

JPMT I and JPMT II, on behalf of the Funds, have entered into shareholder servicing agreements 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

NOVEMBER 1, 2007 47

The Funds’ Management and Administration (continued)

assets of the R 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 0.05% 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, JPMIA and the Administrator.

Additional Compensation to Financial Intermediaries

48 JPMORGAN U.S. EQUITY FUNDS

How to Do Business with the Funds

PURCHASING FUND SHARES

Who can buy shares?

Shares may be purchased by the JPMorgan SmartRetirement Funds.

Shares may also be purchased by 401(k) and other retirement plans administered by the Retirement Plan Services affiliate of JPMorgan Chase Bank, N.A.

What does it mean that the Small Cap Equity Fund is publicly offered on a limited basis?

As of June 8, 2007 ( Limited Offering Date ), the Small Cap Equity Fund is publicly offered on a limited basis. Investors will not be eligible to purchase shares of the Small Cap Equity Fund, except as described below:

•

Shareholders of record as of the Limited Offering Date will be able to continue to purchase additional shares in their existing Fund accounts either through JPMorgan Funds Services or a Financial Intermediary and may continue to reinvest dividends or capital gains distributions from shares owned in the Fund;

•

Shareholders of record of the Fund as of the Limited Offering Date will be able to add to their accounts through exchanges from other JPMorgan Funds;

•

Group employer retirement plans including 401(k), 403(b) and 457 plans (and their successor plans) may continue to open new participant accounts in the Small Cap Equity Fund and purchase additional shares in existing participant accounts established prior to May 16, 2007. Group employer retirement plans including 401(k), 403(b) and 457 plans (and their successor plans) may also establish new accounts with the Fund, provided the group employer retirement plan has been accepted for investment by the Fund and its distributor by the Limited Offering Date;

•

Sponsors of wrap programs that provide managed customized portfolios of mutual funds may continue to open accounts with respect to the Fund for new participants in such wrap programs and purchase additional shares in their existing participant accounts, provided that such wrap programs have established accounts in Class A shares with such Fund and its distributor prior to May 16, 2007;

•

Health savings account programs offered through JPMorgan Chase & Co. or its affiliates may open accounts with respect to the Fund for new participants and purchase additional shares in their existing participant accounts;

•

Current and future JPMorgan SmartRetirement Funds will be able to purchase shares of the Fund; or

•

Current and future Model Portfolios of the College- Choice 529 Investment Plan offered by the Indiana Education Savings Authority may purchase shares of the Fund.

After the Fund’s Limited Offering Date, if all shares of the Fund in an existing shareholder’s account are voluntarily redeemed or involuntarily redeemed (due to instances when a shareholder does not meet aggregate account balance minimums or when participants in Systematic Investment Plans do not meet minimum investment requirements ), then the shareholder’s account will be closed. Such former Fund shareholders will not be able to buy additional Fund shares nor reopen their accounts in the Fund. The foregoing restrictions, however, do not apply to participants in eligible employer retirement plans.

If the Fund receives a purchase order directly from an investor who is not eligible to purchase shares of the Fund, after the Fund’s Limited Offering Date, JPMorgan Funds Services will attempt to contact the investor to determine whether he or she would like to purchase shares of another Fund or would prefer that the investment be refunded. If JPMorgan Funds Services cannot contact the investor within 30 days, the entire investment will be refunded.

The Fund reserves the right to change any of the limited offering policies at any time.

When can I buy shares?

Only purchase orders accepted by a Fund or a Financial Intermediary before 4:00 p.m. Eastern Time (ET) will be effective 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 completed 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. See “How do I open an account?” for more details.

NOVEMBER 1, 2007 49

How to Do Business with the Funds (continued)

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

The JPMorgan 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 or preceded by a redemption or exchange out of the same Fund. If the Distributor detects that you have completed two round trips within 60 days in the same Fund, the Distributor will reject your purchase and exchange orders for a period of at least 90 days. For subsequent violations, the Distributor may , in its sole discretion, reject your purchase and exchange orders temporarily or permanently. In identifying market timers, the Distributor may also consider activity of accounts that it believes to be under common ownership or control.

The JPMorgan Funds will seek to apply the Funds’ market timing policies and restrictions as uniformly a s practicable to account s with the Funds, except with respect to the following:

Trades that occur through omnibus accounts at financial intermediaries as described above,

Purchases, redemptions and exchanges made on a systematic basis,

Automatic reinvestments of dividends and distributions,

Purchases, redemptions or exchanges that are part of a rebalancing program, such as a wrap program, or

Bona fide asset allocation programs.

50 JPMORGAN U.S. EQUITY FUNDS

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.

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 equity securities, except for North American, Central American, South American and Caribbean 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 , determines that the market quotations do not accurately reflect the value of a security and determines that use of another fair valuation methodology is appropriate.

How do I open an account?

NOVEMBER 1, 2007 51

How to Do Business with the Funds (continued)

Send the completed Account Application and a check to:

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

All checks must be 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-R)
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 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:

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

52 JPMORGAN U.S. EQUITY FUNDS

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?

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

When are exchanges processed?

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

•

The Fund receives the request by 4:00 p.m. ET (or before the NYSE closes, if the NYSE closes before 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?

REDEEMING FUND SHARES

When can I redeem shares?

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:

NOVEMBER 1, 2007 53

How to Do Business with the Funds (continued)

•

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:

A financial institution; or

Your Financial Intermediary.

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.

What will my shares be worth?

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.

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

Additional Information Regarding Redemptions

The Funds may suspend your ability to redeem when:

Trading on the NYSE is restricted;

The NYSE is closed (other than weekend and holiday closings);

Federal securities laws permit;

The SEC has permitted a suspension; or

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.

54 JPMORGAN U.S. EQUITY FUNDS

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 Intrepid Value Fund, Large Cap Value Fund, Small Cap Value Fund, and U.S. Equity Fund generally distribute net investment income , if any, at least quarterly. The Intrepid America Fund, Intrepid Growth Fund, Small Cap Equity Fund , Strategic Small Cap Value and U.S. Large Cap Core Plus Fund generally distribute net investment income , if any, at least annually. The Funds will distribute net capital gain (that is, the excess of net long-term capital gain over net short-term capital loss), if any, at least annually. For each taxable year, the Fund will distribute substantially all of its net investment income and net capital gain.

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.

For federal income tax purposes, distributions of net investment income and any net short-term capital gain are taxable generally as ordinary income. Dividends of net investment income paid to a non-corporate U.S. shareholder during a tax able year beginning before January 1, 2011, that are properly designated as qualified dividend income will be taxable generally to such shareholder at a maximum rate of 15%. The amount of dividend income that may be so designated by a Fund will be limited generally to the aggregate of the eligible dividends received by each Fund. In addition, each Fund must meet certain holding period and other 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 and other requirements with respect to the Fund shares . Dividends of net investment income that are not designated as qualified dividend income and dividends of net short-term capital gains will be taxable a s ordinary income .

If you receive distributions that are properly designated as capital gain dividends , the tax rate will be based on how long a Fund held a particular asset, not on how long you have owned your shares. Distributions of net capital gain from the sale of investments that a Fund owned for more than one year and that are properly designated by a Fund as capital gain dividends will be taxable as long-term capital gain . Capital gain dividends of a non-corporate U.S. shareholder recognized during a tax able year beginning before January 1, 2011, generally will be taxed at a maximum rate of 15%. Distributions of net short-term capital gain in excess of net long-term capital loss, if any, will be taxable to shareholders as ordinary income. 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. Distributions are taxable to you even if they are paid from income or gain earned by a Fund before your investment (and thus were included in the price you paid). Any gain resulting from the sale or exchange of Fund shares will be taxable as long-term or short-term gain, depending upon how long you have held your shares.

Distributions by a Fund to retirement plans that qualify for tax-exempt treatment under federal income tax laws will not be taxable. Special tax rules apply to investments through such plans. You should consult your tax advisor to determine the suitability of the Funds as an investment through such a plan and the tax treatment of distributions (including distributions of amounts attributable to an investment in the Fund) to such a plan.

A Fund’s investments in certain debt obligations and derivative instruments may cause the Fund to recognize taxable income in excess of the cash generated by such obligations. In order to generate sufficient cash to make the requisite distributions, a Fund may be required to liquidate other investments in its portfolio that it otherwise would have continued to hold (including when it is not advantageous to do so). Please see the Statement of Additional Information for additional discussion of the tax consequences of these investments to the Fund.

The extent to which a Fund can invest in MLPs is limited by the Fund’s intention to qualify as a regulated investment company under the Internal Revenue Code.

The dates on which dividends and capital gain will be distributed are available online at www.jpmorganfunds.com.

Early in each calendar year, each Fund will send you a notice showing the amount of distributions you received in the preceding year and the tax status of those distributions.

NOVEMBER 1, 2007 55

Shareholder Information (continued)

Any investor for whom a Fund does not have a valid Taxpayer Identification Number may be subject to backup withholding.

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 Intermediary may have a different cut-off time. JPMorgan Funds will charge a fee for requests for statement s that are older than two years. Please retain all of your statements, as they could be needed for tax purposes.

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 periodically send you proxy statements and other reports.

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 Funds to each Fund’s adviser. 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 JPMorgan 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

In addition to providing hard copies upon request, the Funds will post these quarterly schedules on the JPMorgan Funds’ website at www.jpmorganfunds.com and on the SEC’s website at www.sec.gov.

56 JPMORGAN U.S. EQUITY FUNDS

Risk and Reward Elements for the Funds

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Market conditions

• Each Fund’s share price and performance will fluctuate in response to stock and/or bond market movements • The market value of convertible securities and other debt securities tends to fall when prevailing interest rates rise. The value of convertible securities also tends to change whenever the market value of the underlying common or preferred stock fluctuates. • 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 the Fund from achieving its investment objective • The Small Cap Equity Fund and the Strategic Small Cap Value Fund are non-diversified, which means that a relatively high percentage of each Fund’s assets may be invested in a limited number of issuers. Therefore, their performance may be more vulnerable to changes in the market value of a single issuer or a group of issuers	• Stocks have generally outperformed more stable investments (such as bonds and cash equivalents) over the long term	• Under normal circumstances each Fund plans to remain fully invested in accordance with its policies and each Fund may invest uninvested cash in affiliated money market funds; in addition to the securities described in the “What are the Fund’s main investment strategies?” section, equity securities may include convertible securities¹, preferred stocks², depositary receipts, (such as American Depositary Receipts and European Depositary Receipts), trust or partnership interests, warrants and rights³ and investment company securities • Each Fund seeks to limit risk and enhance performance through active management and/or diversification • During severe market downturns, each Fund has the option of investing up to 100% of its assets in high quality short-term instruments

Management choices
• A Fund could underperform its benchmark due to its securities and asset allocation choices	• A Fund could outperform its benchmark due to these same choices	• The adviser focuses its active management on securities selection, the area where it believes its commitment to research can most enhance returns and manage risks in a consistent way

Convertible securities are bonds or preferred stock that can convert to common stock.

Preferred stock is a class of stock that generally pays a dividend at a specified rate and has preference over common stock in the payment of dividends and in liquidation.

Warrants and rights are securities, typically issued with preferred stock or bonds, that give the holder the right to buy a proportionate amount of common stock at a specified price.

NOVEMBER 1, 2007 57

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 a Fund that would not have otherwise occurred • A Fund may have difficulty exiting a derivatives position. • Derivatives used for risk management or, for certain Funds, to increase the Fund’s income or gain may not have the intended effects and may result in losses or missed opportunities • The counterparty to a derivatives contract could default • Derivatives that involve leverage could magnify losses • Certain types of derivatives involve costs to the Funds which can reduce returns • Segregated or earmarked assets and collateral accounts established in connection with derivatives may limit the Funds’ investment flexibility • 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 a Fund, accelerate recognition of income to a Fund, affect the holding period of a Fund’s assets and defer recognition of certain of a Fund’s losses	• Hedges that correlate well with underlying positions can reduce or eliminate losses at low cost • The Funds could make money and protect against losses if investment 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. All Funds except for U.S. Equity Fund and Large Cap Value Fund may use derivatives in an effort to produce increased income or gain • A Fund only establishes hedges that it expects will be highly correlated with underlying positions • While the U.S. Large Cap Core Plus Fund may use derivatives to leverage its portfolio, the shorts are intended to offset the additional market exposure caused by that leverage • While the Funds may use derivatives that incidentally involve leverage, except for U.S. Large Cap Core Plus Fund, they do not use them for the specific purpose of leveraging their portfolio • A Fund segregates or earmarks liquid assets to cover its derivatives and offset a portion of the leverage risk

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.

58 JPMORGAN U.S. EQUITY FUNDS

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Exchange Traded Funds (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	• Generally, 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)¹ • Exemptive orders granted to various iShares funds (which are ETFs), other ETFs, and their investment advisers by the Securities and Exchange Commission (SEC) permit a Fund to invest beyond the 1940 Act limits, subject to certain terms and conditions, including a finding of the Board 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 • Under SEC Rule 12d1-1, a Fund may invest in both affiliated and unaffiliated money market funds without limit subject to a Fund’s investment policies and restrictions and the conditions of the rule

Foreign investments
• Currency exchange rate movements could reduce gains or create losses • A Fund could lose money because of foreign government actions, political instability or lack of adequate and accurate information • Currency and investment risks tend to be higher in emerging markets; these markets also present higher liquidity and valuation risks	• Favorable exchange rate movements could generate gains or reduce losses • Foreign investments, which represent a major portion of the world’s securities, offer attractive potential performance and opportunities for diversification • Emerging markets can offer higher returns	• The Funds anticipate that total foreign investments will not exceed 20% of total assets • The Funds actively manage the currency exposure of their foreign investments relative to their benchmarks, and may hedge back into the U.S. dollar from time to time (see also “Derivatives”); these currency management techniques may not be available for certain emerging markets investments

NOVEMBER 1, 2007 59

Risk and Reward Elements for the Funds (continued)

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Master Limited Partnerships (MLPs)

• Holders of MLP units have limited control and voting rights, similar to those of a limited partner • An MLP could be taxed, contrary to its intention, as a corporation, resulting in decreased returns • MLPs may, for tax purposes, affect the character of the gain and loss realized by a Fund and affect the holding period of a Fund’s assets	• MLPs can offer attractive returns • MLPs may offer more attractive yields or potential growth than comparable equity securities • MLPs offer attractive potential performance and opportunities for diversification	• The Fund will limit its direct and indirect investments in MLPs to maintain its status as a registered investment company • The Fund anticipates that its total investments in MLPs will not exceed 10% of total assets

Real Estate Investment Trusts (REITs)¹

• The value of real estate securities in general, and REITs in particular, are subject to the same risks as direct investments in real estate and will depend on the value of the underlying properties or the underlying loans or interests • The value of these securities will rise and fall in response to many factors, including economic conditions, the demand for rental property and interest rates. In particular, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management of the underlying properties • REITs may be more volatile and/or more illiquid than other types of equity securities • If a REIT fails to distribute its required taxable income or to satisfy the other requirements of REIT status, it would be taxed as a corporation, and amounts available for distribution to shareholders (including a Fund) would be reduced by any corporate taxes payable by the REIT	• A Fund can gain exposure to an additional asset class in order to further diversify its assets • A Fund may receive current income from its REIT investments • If a REIT meets the requirements of the Internal Revenue Code, as amended, it will not be taxed on income it distributes to its shareholders; as a result, more income can be distributed by the REIT.	• A Fund’s adviser will carefully evaluate particular REITs before and after investment based on its investment process and will also monitor economic and real estate trends affecting the value of REITs. • Unless investing in REITs is described in the “What are the Fund’s main investment strategies?” section, a Fund’s investments in REITs will generally be limited to less than 10% of the Fund’s assets.

REITs are pooled investment vehicles which invest primarily in income-producing real estate or loans related to real estate.

60 JPMORGAN U.S. EQUITY FUNDS

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Securities lending
• When a Fund¹ lends a security, there is a risk that the loaned securities may not be returned if the borrower or the lending agent defaults • The collateral will be subject to the risks of the securities in which it is invested	• The Funds 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 the securities loaned plus accrued interest • The lending agents indemnify the Funds 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
• Each Fund could have difficulty valuing these holdings precisely • Each Fund could be unable to sell these holdings at the time or price it desires	• 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 high quality short-term securities (including repurchase agreements) and, for temporary or extraordinary purposes, may borrow from banks up to 33-1/3% of the value of its total assets including drawing on a line of credit

Short-term trading
• Increased trading could raise a Fund’s brokerage and related costs • Increased short-term capital gains distributions could raise shareholders’ income tax liability. Such an increase in transaction costs and/or tax liability, if not offset by gains from short-term trading, would reduce a Fund’s returns.	• The Funds could realize gains in a short period of time • The Funds could protect against losses if a stock is overvalued and its value later falls	• The Funds generally avoid short-term trading, except to take advantage of attractive or unexpected opportunities or to meet demands generated by shareholder activity

The Intrepid America, Intrepid Growth, Intrepid Value, Strategic Small Cap Value and U.S. Large Cap Core Plus Funds do not engage in securities lending.

NOVEMBER 1, 2007 61

Risk and Reward Elements for the Funds (continued)

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

U.S. government and agency securities
• The value of most debt securities, including government and agency securities, will fall when interest rates rise; the longer a security’s maturity and the lower its credit quality, the more its value typically falls • Indebtedness of certain government issuers 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 • Government agency issued mortgage-backed securities (securities representing an interest in, or secured by, a pool of mortgages) involve risk of loss due to payments that occur earlier or later than expected	• Most bonds will rise in value when interest rates fall • Government and agency securities have generally outperformed money market instruments over the long-term with less risk than stocks or debt securities of lower quality issuers • Mortgage-backed securities can offer attractive returns	• The Funds seek to limit risk and enhance performance through active management • The adviser monitors interest rate trends, as well as geographic and demographic information related to mortgage-backed 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 or earmark liquid assets	• The Funds can take advantage of attractive transaction opportunities	• The Funds segregate or earmark liquid assets to offset leverage risks

Short selling by the U.S. Large Cap Core Plus Fund
• Short sales may not have the intended effects and may result in losses • The Fund may not be able to close out a short position at a particular time or at an acceptable price • The Fund may not be able to borrow certain securities to sell short, resulting in missed opportunities. • Segregated or earmarked assets and posting collateral with respect to short sales may limit the Fund’s investment flexibility • Short sales involve leverage risk, credit exposure to the brokers that execute the short sale and retain the proceeds, have no cap on maximum losses and gains are limited to the price of the stock at the time of the short sale	• The Fund could make money and protect against losses if investment analysis proves correct • Short selling may allow the Fund to implement insights into securities it expects to underperform • Short selling may allow the Fund to diversify its holdings across a larger number of securities	• The U.S. Large Cap Core Plus Fund will not engage in short selling if the total market value of all securities sold short would exceed 50% of the Fund’s net assets • The Fund segregates or earmarks liquid assets to cover short positions and offset a portion of the leverage risk • The Fund makes short sales through brokers that the adviser has determined to be highly creditworthy

62 JPMORGAN U.S. EQUITY FUNDS

This Page Intentionally Left Blank.

NOVEMBER 1, 2007 63

Financial Highlights

The financial highlights tables are intended to help you understand each Fund’s financial performance for the life of the class. 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 for each period presented has been audited by PricewaterhouseCoopers LLP, whose reports, along with each Fund’s financial statements, are included in the representative Fund’s annual report, which is available upon request. Because the R Class of the Strategic Small Cap Value Fund had not commenced operations as of 6/30/2007, there are no financial highlights provided for that Fund.

R 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
Intrepid America Fund
Year Ended June 30, 2007	$	25.34	$	0.30	( f)	$	4.53		$	4.83		$	(0.30	)	$	(0.06	)	$	(0.36	)
May 15, 2006 (d) to June 30, 2006 (e)		25.58		0.05	( f )		(0.29	)		(0.24	)		—			—			—

Intrepid Growth Fund
Year Ended June 30, 2007		20.89		0.16	( f)		3.69			3.85			(0.11	)		—			(0.11	)
May 15, 2006 (d) to June 30, 2006 (e)		21.23		0.02	( f )		(0.36	)		(0.34	)		—			—			—

Intrepid Value Fund
Year Ended June 30, 2007		24.82		0.48	( f)		4.64			5.12			(0.39	)		(0.29	)		(0.68	)
May 15, 2006 (d) to June 30, 2006 (e)		24.84		0.05	( f )		0.01			0.06			(0.08	)		—			(0.08	)

(a)

Annualized for periods less than one year.

(b)

Not annualized for periods less than one year.

(c)

(d)

Commencement of offering of class of shares.

(e)

The Fund changed its fiscal year end from December 31 to June 30.

(f)

Calculated based upon average shares outstanding.

64 JPMORGAN U.S. EQUITY FUNDS

	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)
$29.81		19.15%	$	89,464		0.80	%		1.06	%		0.83	%		81	%
25.34		(0.94)		13,414		0.80			1.36			0.84			47


24.63		18.46		132,234		0.80			0.68			0.85			130
20.89		(1.60)		9,752		0.80			0.94			0.88			73


29.26		20.81		41,768		0.80			1.67			0.96			59
24.82		0.23		15		0.80			1.73			1.22			53

NOVEMBER 1, 2007 65

Financial Highlights (continued)

R Class (continued)

												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
JPMorgan Large Cap Value Fund
Year Ended June 30, 2007	$	16.41	$	0.30	(g)	$	3.50		$	3.80		$	(0.31	)	$	(1.53	)	$	(1.84	)
May 15, 2006 (d) to June 30, 2006		16.65		0.04	(g)		(0.19	)		(0.15	)		(0.09	)		—			(0.09	)

JPMorgan Small Cap Equity Fund
Year Ended June 30, 2007		30.38		0.32	( g)		6.45			6.77			(0.12	)		(1.28	)		(1.40	)
May 15, 2006 (d) to June 30, 2006 (e)		31.21		0.05	(g)		(0.88	)		(0.83	)		—			—			—

JPMorgan Small Cap Value Fund
Year Ended June 30, 2007		24.54		0.20	( g)		3.80			4.00			(0.22	)		(3.00	)		(3.22	)
May 15, 2006 (d) to June 30, 2006		24.98		0.08	(g)		(0.46	)		(0.38	)		(0.06	)		—			(0.06	)

JPMorgan U.S. Equity Fund
Year Ended June 30, 2007		11.27		0.16	(g)		2.46			2.62			(0.15	)		(1.39	)		(1.54	)
May 15, 2006 (d) to June 30, 2006 (e)		11.48		0.02	(g)		(0.19	)		(0.17	)		(0.04	)		—			(0.04	)

JPMorgan U.S. Large Cap Core Plus Fund
Year Ended June 30, 2007		16.50		0.21	(g)		4.54			4.75			(0.08	)		(0.14	)		(0.22	)
May 15, 2006 (d) to June 30, 2006 (f)		16.68		0.02	(g)		(0.20	)		(0.18	)		—			—			—

(a)

Annualized for periods less than one year.

(b)

Not annualized for periods less than one year.

(c)

(d)

Commencement of offering of class of shares.

(e)

The Fund changed its fiscal year end from December 31 to June 30.

(f)

The Fund changed its fiscal year end from October 31 to June 30.

(g)

Calculated based upon average shares outstanding.

66 JPMORGAN U.S. EQUITY FUNDS

	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 (including dividend expenses for securities sold short)			Net expenses (excluding dividend expenses for securities sold short)			Net investment income (loss)			Expenses without waivers, reimbursements and earnings credits (including dividend expenses for securities sold short)			Expenses without waivers, reimbursements and earnings credits (excluding dividends expenses for securities sold short)			Portfolio turnover rate (b)
$18.37		24.04	%	$	37,350		0.62	%		0.62	%		1.70	%		0.62	%		0.62	%		77	%
16.41		(0.92	)		9,729		0.64			0.64			2.12			0.74			0.74			72


35.75		22.84			16,692		0.65			0.65			0.95			0.94			0.94			26
30.38		(2.66	)		4,297		0.65			0.65			1.21			0.90			0.90			21


25.32		17.10			11,270		0.89			0.89			0.81			0.91			0.91			38
24.54		(1.51	)		3,087		0.91			0.91			2.71			0.91			0.91			45


12.35		24.66			43,851		0.59			0.59			1.31			0.65			0.65			112
11.27		(1.47	)		4,585		0.59			0.59			1.25			0.73			0.73			85


21.03		28.94			44,397		1.21			0.80			1.07			1.70			1.29			138
16.50		(1.08	)		8,661		1.30			0.80			1.18			2.44			1.94			92

NOVEMBER 1, 2007 67

Legal Proceedings and Additional Fee and Expense Information

LEGAL PROCEEDINGS AND ADDITIONAL FEE AND EXPENSE INFORMATION
AFFECTING THE JPMT II FUNDS AND FORMER ONE GROUP MUTUAL FUNDS

Prior to becoming an affiliate of JPMorgan Chase, on June 29, 2004, Banc One Investment Advisors Corporation (“BOIA”), now known as JPMorgan Investment Advisors Inc., entered into agreements with the Securities and Exchange Commission (the “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 which were series of One Group Mutual Funds, possible late trading of certain of these funds and related matters. In its settlement with the SEC, BOIA 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, BOIA agreed to pay disgorgement of $10 million and a civil money penalty of $40 million for a total payment of $50 million, which is being distributed to certain current and former shareholders of certain funds. Pursuant to the settlement agreement with the NYAG, BOIA reduced its management fee for certain funds which were series of One Group Mutual Funds (now known as JPMorgan Trust II) in the aggregate amount of approximately $8 million annually over a five-year period commencing September, 2004.

Annual and Cumulative Expense Examples

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 JPMT II) and JPMorgan U.S. Equity Fund (the successor by merger to the One Group Diversified Equity Fund and a series of JPMT I) are subject to a Reduced Rate. The Reduced Rates on various classes of those Funds was implemented on September 27, 2004, and will remain in place at least through June 30, 2009.

68 JPMORGAN U.S. EQUITY FUNDS

REDUCED RATE FUNDS

				Class				Net Expense Ratio %				Gross Expense Ratio %
JPMorgan Large Cap Value Fund				R Class					0.6 2				0.6 2
JPMorgan U.S. Equity Fund				R Class					0.59				0.6 5

NON-REDUCED RATE FUND

				Class				Net Expense Ratio %				Gross Expense Ratio %
JPMorgan Small Cap Value Fund				R Class					0.9 2				0.9 2

•

On 11/1/07 , you invest $10,000 in the Fund and you will hold the shares for the entire 10 year period;

•

Your investment has a 5% return each year;

•

The Fund’s operating expenses remain at the levels discussed below and are not affected by increases or decreases in Fund assets over time;

•

At the time of purchase, any applicable initial sales charges (loads) are deducted; and

•

There is no sales charge (load) on reinvested dividends.

•

The annual costs are calculated using the Net Expense Ratios for the period through the expiration of any fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIM , JPMIA and/or its affiliates; and the Gross Expense Ratios thereafter.

NOVEMBER 1, 2007 69

Legal Proceedings and Additional Fee and Expense Information (continued)

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

JPMorgan Large Cap Value Fund

	R Class
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
October 31, 2008	$	63		5.00	%		4.38	%		4.38	%
October 31, 2009		66		10.25			8.95			4.38
October 31, 2010		69		15.76			13.72			4.38
October 31, 2011		72		21.55			18.71			4.38
October 31, 2012		75		27.63			23.90			4.38
October 31, 2013		79		34.01			29.33			4.38
October 31, 2014		82		40.71			35.00			4.38
October 31, 2015		86		47.75			40.91			4.38
October 31, 2016		89		55.13			47.08			4.38
October 31, 2017		93		62.89			53.52			4.38

JPMorgan U.S. Equity Fund

	R Class
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
October 31, 2008	$	60		5.00	%		4.41	%		4.41	%
October 31, 2009		69		10.25			8.95			4.35
October 31, 2010		72		15.76			13.69			4.35
October 31, 2011		76		21.55			18.64			4.35
October 31, 2012		79		27.63			23.80			4.35
October 31, 2013		82		34.01			29.18			4.35
October 31, 2014		86		40.71			34.80			4.35
October 31, 2015		90		47.75			40.67			4.35
October 31, 2016		93		55.13			46.79			4.35
October 31, 2017		97		62.89			53.17			4.35

70 JPMORGAN U.S. EQUITY FUNDS

JPMorgan Small Cap Value Fund

	R Class
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
October 31, 2008	$	94		5.00	%		4.08	%		4.08	%
October 31, 2009		98		10.25			8.33			4.08
October 31, 2010		102		15.76			12.75			4.08
October 31, 2011		106		21.55			17.35			4.08
October 31, 2012		110		27.63			22.13			4.08
October 31, 2013		115		34.01			27.12			4.08
October 31, 2014		119		40.71			32.30			4.08
October 31, 2015		124		47.75			37.70			4.08
October 31, 2016		129		55.13			43.32			4.08
October 31, 2017		135		62.89			49.17			4.08

NOVEMBER 1, 2007 71

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

STATEMENT OF ADDITIONAL INFORMATION (SAI)

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 this information. You can also find information online at www.jpmorganfunds.com.

Public Reference Room of the SEC
Washington, DC 20549-0102
1-202-551-8090
Email: publicinfo@sec.gov

Reports, a copy of the SAIs and other information about the Funds are also available on the SEC’s website at http://www.sec.gov.

Investment Company Act File No. for each of the Funds except Large Cap Value Fund and Small Cap Value Fund is 811-21295

Investment Company Act File No. for Large Cap Value Fund and Small Cap Value Fund is 811-4236

PR-EQR-1107

PROSPECTUS NOVEMBER 1, 200 7

JPMorgan

U.S. Equity

Funds

Class A & Class C Shares

JPMorgan Micro Cap Fund
JPMorgan Mid Cap Equity Fund (Class A)*

Closed to new investors. Additional and new investments are permitted as described in the section entitled “How to Do Business with the Funds — Purchasing Fund Shares.”

CONTENTS

JPMorgan Micro Cap Fund					1
JPMorgan Mid Cap Equity Fund					6
The Funds’ Management and Administration					11
How to Do Business with the Funds					13
Purchasing Fund Shares					13
Sales Charges					18
Rule 12b-1 Fees					22
Networking and Sub-Transfer Agency Fees					22
Exchanging Fund Shares					22
Redeeming Fund Shares					23
Shareholder Information					27
Distributions and Taxes					27
Shareholder Statements and Reports					28
Availability of Proxy Voting Record					28
Portfolio Holdings Disclosure					28
Risk and Reward Elements for the Funds					29
Financial Highlights					36
Legal Proceedings Relating to Banc One Investment Advisors Corporation and Certain of its Affiliates					40
How to Reach Us					Back cover

JPMorgan Micro Cap Fund

What is the goal of the Fund?

The Fund seeks capital growth over the long term.

What are the Fund’s main investment strategies?

Under normal circumstances, the Fund invests at least 80% of its Assets in securities of micro cap companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. Micro cap companies are companies with market capitalizations equal to those within the universe of the Russell Microcap™ Index at the time of purchase. As of September 30, 2007, market capitalizations of companies in the Russell Microcap® Index ranged from approximately $ 14 million to $ 1.3 billion, with an average equal-weighted market capitalization of approximately $ 426 million. Because of the nature of micro cap companies, the market capitalization range can vary greatly over time. The Fund invests primarily in common stocks.

For cash management or temporary defensive purposes, the Fund may invest any portion of its Assets in cash and cash equivalents , including affiliated money market funds, high-quality money market instruments or repurchase agreements.

The Fund’s Board of Trustees may change any of these 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.

Investment Process

In managing the Fund, the adviser, J.P. Morgan Investment Management Inc. (JPMIM) , employs a process that combines research, valuation and stock selection to identify companies that have a history of above-average growth or which the adviser believes will achieve above-average growth in the future. Growth companies purchased for the Fund include those with leading competitive positions, predictable and durable business models and management that can achieve sustained growth. The adviser makes specific purchase decisions based on a number of quantitative factors, including valuation and improving fundamentals, as well as the stock and industry insights of the adviser’s research and portfolio management teams. Finally, a disciplined, systematic portfolio construction process is employed to minimize uncompensated risks relative to the benchmark.

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

NOVEMBER 1, 2007 1

JPMorgan Micro Cap Fund (continued)

The Fund’s Main Investment Risks

Micro Cap Company Risk. Investments in micro cap companies involve substantial risks and should be considered speculative. Because the Assets in this Fund are invested mostly in micro cap companies, the value of your investment is likely to fluctuate more dramatically than an investment in a fund which invests mostly in larger companies. Securities of micro cap companies generally trade less frequently and in smaller volumes, which may lead to more volatility in the prices of their securities and to less liquidity. The adviser may need more time to purchase or sell its positions in these securities. The purchase or sale of more than a limited number of shares of a micro cap security also may affect its market price.

In addition, micro cap companies may be more vulnerable to economic, market and industry changes. Because micro cap companies may have limited product lines, markets or financial resources or may depend on a few key employees, they may be more susceptible to particular economic events or competitive factors than larger capitalization companies. There also tends to be less publicly available information about micro cap companies.

Derivatives Risk. 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. Derivatives are also subject to the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index. 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.

Non-Diversified Fund Risk. 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 sensitive to economic results among those issuing the securities.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 2 9–3 4.

2 JPMORGAN U.S. EQUITY FUNDS

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. The bar chart shows the performance of the Fund’s Class A Shares over the past calendar year. 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 and the life of the Fund. It compares that performance to the Russell Microcap ® Index, a broad-based securities market index, and the Lipper Micro-Cap Funds Index, an index based on the total return of certain mutual funds within the Fund’s designated category as determined by Lipper.

The performance figures in the bar chart do not reflect a 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.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS¹

Best Quarter

1st quarter, 2006

12.67

Worst Quarter

2nd quarter, 2006

–6.71

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/07 was 1.81%.

NOVEMBER 1, 2007 3

JPMorgan Micro Cap Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time, for periods ended December 31, 2006


CLASS A SHARES
Return Before Taxes	2.74	5.10
Return After Taxes on Distributions	2.51	4.91
Return After Taxes on Distributions and Sale of Fund Shares	1.77	4.22

CLASS C SHARES
Return Before Taxes	6.87	9.50

RUSSELL MICROCAP® INDEX^ˆ,2
(Reflects No Deduction for Fees, Expenses or Taxes)	16.54	18.33

LIPPER MICRO-CAP FUNDS INDEX^ˆ,3
(Reflects No Deduction for Taxes)	13.25	16.25

The after-tax returns are shown for only the Class A Shares, and not the other class offered by this prospectus, and after-tax returns for the 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.

The Fund commenced operations on 10/31/05.

The Russell Microcap Index is an unmanaged index which measures the performance of the 1,000 smallest stocks (on the basis of capitalization) in the small-cap Russell 2000 Index plus the next 1,000 smallest securities. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of mutual fund expenses, including sales charges, if applicable.

The performance of the Lipper Micro-Cap Funds Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund.

ˆInvestors cannot invest directly in an index.

Investor Expenses for Class A and Class C Shares

The expenses for Class A and Class C Shares (including acquired fund fees and expenses) before and after reimbursements 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)


Maximum Sales Charge (Load) When You Buy Shares, as % of the Offering Price*	5.25		NONE

Maximum Deferred Sales Charge (Load) as % of Original Cost of the Shares	NONE	**	1.00

Redemption Fee on Shares Held Less than 60 Days as a % of Amount Redeemed/Exchanged	2.00		2.00

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 ″Sale Charges — Class A Shares.″

4 JPMORGAN U.S. EQUITY FUNDS

ANNUAL FUND OPERATING EXPENSES (%)

(Expenses that are deducted from Class A and Class C assets)


Management Fees	1.25		1.25
Distribution (Rule 12b-1) Fees	0.25		0.75
Shareholder Service Fees	0.25		0.25
Other Expenses¹	1.58		1.58

Total Annual Operating Expenses	3.33		3.83
Fee Waivers and Expense Reimbursements²	( 1.63	)	( 1.63	)

Net Expenses²	1.70		2.20

“Other Expenses” have been calculated based on the actual other expenses incurred in the most recent fiscal year.

JPMIM, the Fund’s Administrator and Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of Class A and Class C Shares (excluding acquired fund fees and expenses, dividend expenses relating to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 1.70% and 2.20%, respectively, of their average daily net assets through 10/31/08. 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 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 10/31/0 8 and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of 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* ($)					689				1,352				2,037				3,852
CLASS C SHARES ($)**					323				1,020				1,835				3,959

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

				1 Year				3 Years				5 Years				10 Years
CLASS A SHARES* ($)					689				1,352				2,037				3,852
CLASS C SHARES ($)					223				1,020				1,835				3,959

Assumes sales charge is deducted when shares are purchased.

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

NOVEMBER 1, 2007 5

JPMorgan Mid Cap Equity Fund

Currently, the Fund is publicly offered on a limited basis. (See “Purchasing Fund Shares — What does it mean that the Mid Cap Equity Fund is publicly offered on a limited basis?” for more information.)

What is the goal of the Fund?

The Fund’s objective is long-term capital growth.

What are the Fund’s main investment strategies?

Under normal circumstances, the Fund invests at least 80% of its Assets in equity securities of mid cap companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. Mid cap companies are companies with market capitalizations equal to those within the universe of the Russell Midcap^® Index securities at the time of purchase. Market capitalization is the total market value of a company’s shares. The Fund invests primarily in common stocks.

For cash management or temporary defensive purposes, the Fund may invest any portion of its Assets in cash and cash equivalents , including affiliated money market funds, high-quality money market instruments or repurchase agreements.

The Fund’s Board of Trustees may change any of these 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.

Investment Process

In managing the Fund, the adviser, JPMIM, employs a bottom-up approach to stock selection, constructing portfolios based on company fundamentals, quantitative screening and proprietary fundamental analysis. We focus on mid-sized companies with increasing market share, strong earnings prospects and sustainable free cash flows as compared to their competitors. We also look for dominant franchises with predictable business models deemed capable of achieving sustained growth and undervalued companies with the potential to grow their intrinsic value per share. Potential investments are subjected to rigorous financial analysis and a disciplined approach to valuation.

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

6 JPMORGAN U.S. EQUITY FUNDS

The Fund’s Main Investment Risks

Derivatives Risk. 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. Derivatives are also subject to the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index. 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.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 2 9–3 4.

NOVEMBER 1, 2007 7

JPMorgan Mid Cap Equity Fund (continued)

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Fund’s Class A Shares have not commenced operations, the bar chart shows how the performance of the Fund’s Select Class Shares has varied from year to year for the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the Select Class’ average annual total returns over the past one year, five years and ten years. It compares that performance to the Russell Midcap^® Index, a broad-based securities market index, and the Lipper Mid-Cap Core Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS*^,1

Best Quarter

4th quarter, 1998

22.51

Worst Quarter

3rd quarter, 1998

–19.48

Because Class A Shares have not commenced operations as of the date of this prospectus, the performance in the bar chart is the performance of the Select Class Shares of the Fund (whose investment program is identical to the investment program of Class A Shares but whose shares are not offered in this prospectus). During the period, the actual returns of Class A Shares would have been lower than the returns shown because Class A Shares have higher expense s than those of the Select Class Shares.

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/0 7 was 12.17 %.

8 JPMORGAN U.S. EQUITY FUNDS

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time, for periods ended December 31, 2006


SELECT SHARES*
Return Before Taxes	14.24	11.36	12.17
Return After Taxes on Distributions	12.56	9.79	10.02
Return After Taxes on Distributions and Sale of Fund Shares	10.79	9.38	9.80

RUSSELL MIDCAP® INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	15.26	12.88	12.14

LIPPER MID-CAP CORE FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	13.44	10.10	10.69

Because Class A Shares have not commenced operations as of the date of this prospectus , the average annual total returns shown are those of the Select Class Shares of the Fund. The actual returns of Class A Shares would have been lower than those shown because Class A Shares have higher expenses than those of Select Class Shares.

The Russell Midcap® Index is an unmanaged index which measures the performance of the 800 smallest companies in the Russell 1000^® Index. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of the mutual fund expenses, including sales charges if applicable.

ˆInvestors cannot invest directly in an index.

Investor Expenses for Class A Shares

The expenses of Class A Shares (including acquired fund fees and expenses) 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)


Maximum Sales Charge (Load) When You Buy Shares, as % of the Offering Price*	5.25

Maximum Deferred Sales Charge (Load), as % of Original Cost of the Shares	NONE	**

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.”

NOVEMBER 1, 2007 9

JPMorgan Mid Cap Equity Fund (continued)

ANNUAL OPERATING EXPENSES (%)

(Expenses that are deducted from Class A assets)

“Other Expenses” are based on estimated expenses.

JPMIM, the Fund’s Administrator and Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of Class A Shares (excluding acquired fund fees and expenses, dividend expenses relating to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 1.35% of their average daily net assets through 10/31/0 8 . 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 Class A Shares with the cost of investing in other mutual funds. The example assumes:

•

$10,000 initial investment,

•

5% return each year, and

•

total annual operating expenses.

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

YOUR COST* ($)

(with or without redemption)

1 Year	3 Years	5 Years	10 Years
654	927	1,221	2,053

Assumes sales charge is deducted when shares are purchased.

10 JPMORGAN U.S. EQUITY FUNDS

The Funds’ Management and Administration

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

The Funds’ Investment Adviser

J.P. Morgan Investment Management Inc. (JPMIM) acts as investment adviser to the Funds and makes day-to-day investment decisions for the Funds.

During the most recent fiscal year ended 6/30/ 07, the Funds paid JPMIM a management fee (net of waivers), as shown below, as a percentage of average daily net assets:

Micro Cap Fund				0.59%
Mid Cap Equity Fund				0.65

A discussion of the basis the Board of Trustees of the Trust used in reapproving the investment advisory agreement for each Fund is available in the semi-annual report for the most recent fiscal period ended December 31.

The Portfolio Managers

Micro Cap Fund

The portfolio management team is led by Christopher Mark Vyvyan Jones, Managing Director of JPMIM and a CFA charterholder, and Gary Schnierow, Vice President of JPMIM. Mr. Jones is the chief investment officer of the U.S. Equity Growth and Small Cap team and has worked as a portfolio manager with JPMIM and its various affiliates (or their predecessors) since 1982. Mr. Schnierow, a CFA charterholder, is an analyst in the U.S. Equity Research Group and has been the Fund’s portfolio manager since 2006. He has been an employee of the firm since 2000.

Mid Cap Equity Fund

The portfolio management team is led by Jonathan K.L. Simon, Managing Director of JPMIM, and Christopher Mark Vyvyan Jones, Managing Director of JPMIM. Mr. Simon has worked as a portfolio manager for JPMIM and its affiliates (or their predecessors) since 1987 and has been employed by the firm since 1980. Information on Mr. Jones is discussed earlier in this section.

The Funds’ Administrator

JPMorgan Funds Management, Inc. (the Administrator) provides administrative services for and oversees the other service providers of each Fund. 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 Funds (excluding funds of funds and money market funds) in the JPMorgan Funds Complex plus 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 up to 0.25% of the average daily net assets of the Class A and Class C Shares of each Fund. JPMDS may enter into service agreements with Financial Intermediaries under which it will pay all or a portion of the 0.25% annual fee to such Financial Intermediaries for performing shareholder and administrative services.

NOVEMBER 1, 2007 11

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 and the Administrator.

Additional Compensation to Financial Intermediaries

JPMIM, JPMDS and, from time to time, other affiliates of JPMorgan Chase may also, at their own expense and out of their own legitimate profits, provide additional cash payments to Financial Intermediaries whose customers invest in 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 JPMDS. These additional cash payments are payments over and above any sales charges (including Rule 12b-1 fees), shareholder servicing, sub-t ransfer agency and/or networking fees that are paid to such Financial Intermediaries, as described elsewhere in this prospectus. These additional cash payments are generally made to Financial Intermediaries that provide shareholder, sub-transfer agency 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 and/or for training and educating a Financial Intermediary’s employees. 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. Such additional compensation may provide such Financial Intermediaries with an incentive to favor sales of shares of the JPMorgan Funds over other investment options they make available to their customers. See the Statement of Additional Information for more information.

12 JPMORGAN U.S. EQUITY FUNDS

How to Do Business with the Funds

PURCHASING FUND SHARES

Where can I buy shares?

You may purchase Fund shares:

•

Directly from the Funds through JPMDS.

Who can buy shares?

Class A and Class C shares may be purchased by the general public.

What does it mean that the Mid Cap Equity Fund is publicly offered on a limited basis?

The Mid Cap Equity Fund is publicly offered on a limited basis. The date as of which the limited offering began was August 15, 2005 (Limited Offering Date).

Investors are not eligible to purchase shares of the Mid Cap Equity Fund except as described below:

•

Shareholders of the Fund as of the Fund’s Limited Offering Date may continue to purchase additional shares of their respective Fund either through JPMorgan Fund Services or a Financial Intermediary and may continue to reinvest dividends or capital gains distributions from shares owned in each of the respective Funds;

•

Shareholders of record of the Fund as of the Fund’s Limited Offering Date will be able to add to their accounts in that Fund through exchanges from other JPMorgan Funds;

•

Group employer retirement plans including 401(k), 403(b) and 457 plans (and their successor plans) offering the Fund as of its Limited Offering Date may open new participant accounts in such Fund and purchase additional shares in existing participant accounts. Group employer retirement plans including 401(k), 403(b) and 457 plans (and their successor plans), which offered, but did not fund plans with shares of, the Fund as of the Fund’s Limited Offering Date may also open new participant accounts in the Fund if the Fund received notice of the group employer retirement plan’s intention to offer the Fund to its participant prior to the Limited Offering Date of the Fund; or

•

Wrap program sponsors may open new participant accounts in the Fund and purchase additional shares in existing participant accounts provided the wrap program sponsor established account(s) with the Fund that are part of a wrap program prior to the Limited Offering Date for the Fund. Other Financial Intermediaries which have selected and offered the Funds as part of an asset allocation model used for client accounts for which such Financial Intermediary has investment discretion may also open new client accounts in the Fund and purchase additional shares in existing client accounts, provided such Financial Intermediary established account(s) with the Fund as part of such Financial Intermediary’s asset allocation model prior to the Limited Offering Date for the Fund.

After the Fund’s Limited Offering Date, if all shares of the Fund in an existing shareholder’s account are voluntarily redeemed or involuntarily redeemed (due to instances when a shareholder does not meet aggregate account balance minimums or when participants in Systematic Investment Plans do not meet minimum investment requirements, as described in the prospectus), then the shareholder’s account will be closed. Such former Fund shareholders will not be able to buy additional Fund shares nor reopen their accounts in the Fund. The foregoing restrictions, however, do not apply to participants in eligible employer retirement plans.

The Fund reserves the right to change these policies at any time.

When can I buy shares?

Only purchase orders accepted by a Fund or a Financial Intermediary before 4:00 p.m. Eastern Time (ET) will be effective at that day’s price. JPMorgan Funds Services

NOVEMBER 1, 2007 13

How to Do Business with the Funds (continued)

will accept your order when federal funds, a wire, a check, or Automated Clearing House (ACH) transaction is received together with a completed 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 a Fund or a Financial Intermediary after the NYSE closes will be effective the following business day.

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

The JPMorgan Funds’ Board 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 or preceded by a redemption or exchange out of the same Fund. If the Distributor detects that you have completed two round trips within 60 days in the same Fund, the Distributor will reject your purchase and exchange orders for a period of at least 90 days. For subsequent violations, the Distributor, in its sole discretion, may reject your purchase and exchange orders temporarily or permanently. In identifying market timers, the Distributor may also consider activity of accounts that it believes to be under common ownership or control.

The JPMorgan Funds will seek to apply the Funds’ market timing policies and restrictions as uniformly as practicable to accounts with the Funds, except with respect to the following:

14 JPMORGAN U.S. EQUITY FUNDS

Trades that occur through omnibus accounts at financial intermediaries as described above,

Purchases, redemptions and exchanges made on a systematic basis,

Automatic reinvestments of dividends and distributions,

Purchases, redemptions or exchanges that are part of a rebalancing program, such as a wrap program, or

Bona fide asset allocation programs.

Please see the Statement of Additional Information for a further description of these arrangements.

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 and Class C Shares, both 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 $50,000 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 contingent deferred sales charge (CDSC) except for purchases of $1 million or more, which are not subject to an upfront sales charge. Please see “Sales Charges.”

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

There is no maximum investment amount for Class A Shares.

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.

Class C Shares have higher Rule 12b-1 fees than Class A Shares. That means you keep paying the higher Rule 12b-1 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 A 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. 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 Rule 12b-1 fees, which are lower for Class A Shares. These fees appear in the table called Annual Operating Expenses for each Fund.

NOVEMBER 1, 2007 15

How to Do Business with the Funds (continued)

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.

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 equity securities, except for North American, Central American, South American and Caribbean 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, determines that the market quotations do not accurately reflect the value of a security and determines that use of another fair valuation methodology is appropriate.

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 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 each Fund. A Financial Intermediary may impose different investment minimums. Subsequent investments must be at least $25 per Fund.

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?”

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.

16 JPMORGAN U.S. EQUITY FUNDS

Send the completed Account Application and a check to:

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

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:

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 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.

NOVEMBER 1, 2007 17

How to Do Business with the Funds (continued)

•

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

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 tables in the sections below show 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 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.

The table below shows the amount of sales charge 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 FUNDS¹

Amount of Purchases
Less than $50,000	5.25	5.54	4.75
$50,000–$99,999	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	**

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

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 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 or all of the Class A Shares of a Fund during the first 12 months after purchase and 0.50% if you redeem any or all of the Class A Shares of any Fund between 12 and 18 months after purchase. The charges apply unless the Distributor receives notice before you invest indicating that your Financial Intermediary is waiving its commission. Such charges apply to exchanges into money market funds. 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.

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 JPMorgan Funds that you would

18 JPMORGAN U.S. EQUITY FUNDS

like to have one or more of the 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 Shares holdings from prior purchases through the Right of Accumulation. To calculate the sales charge applicable to your net purchase of Class A Share, 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:

Your account(s);

Account(s) of your spouse or domestic partner;

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

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;

Solely controlled business accounts; and

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 JPMorgan 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.

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:

Bought with the reinvestment of dividends and capital gains distributions.

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

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:

NOVEMBER 1, 2007 19

How to Do Business with the Funds (continued)

•

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 Share 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.

Bought by employees of:

•

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

•

Financial Intermediaries or financial institutions that 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). This waiver includes the employees’ immediate family members (i.e., spouses, domestic partners, children, grandchildren, parents, grandparents and any dependent of the employee, as defined in Section 152 of the Internal Revenue Code).

•

Washington Management Corporation and its subsidiaries and affiliates.

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 plans 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 accounts 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 appropriate 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.

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.

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.

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.

Bought when one Fund invests in another JPMorgan Fund.

10.

Bought 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.

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.

20 JPMORGAN U.S. EQUITY FUNDS

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 C Shares

Class C Shares are offered at NAV per share, without any upfront 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 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 C Shares, 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 Fund, the transfer agent and your Financial Intermediary may not maintain such information.

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 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 C CDSC

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

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?”

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.

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.

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.

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

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

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.

Exchanged for Class C Shares of other JPMorgan Funds. However, you may pay a Sales Charge 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?”

NOVEMBER 1, 2007 21

How to Do Business with the Funds (continued)

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 Shares 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 sale or distribution. Appropriate documentation may be required.

To take advantage of any of these waivers of the CDSC applicable to 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. Payments are not tied to actual expenses incurred.

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

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.

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 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 C Shares without an upfront 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 ongoing 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, 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?

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.

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.

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.

22 JPMORGAN U.S. EQUITY FUNDS

When are exchanges processed?

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

•

The Fund receives the request by 4:00 p.m. ET (or before the NYSE closes, if the NYSE closes before 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 C Shares of a Fund for Class C Shares, respectively, of another Fund, you will not pay a sales charge at the time of the exchange, however:

Your new Class C Shares will be subject to the CDSC of the Fund from which you exchanged except for Class C Shares of the Short Term Bond Funds. If you exchange Class C Shares of the Short Term Bond Funds, your new Class C Shares will be subject to the CDSC of the Fund into which you exchanged.

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

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.

Do I pay a redemption fee on an exchange?

Because exchanges involve redemptions, you will pay a redemption fee on certain exchanges. See “Do I pay a redemption fee?” below.

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?

REDEEMING FUND SHARES

When can I redeem shares?

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

NOVEMBER 1, 2007 23

How to Do Business with the Funds (continued)

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:

A financial institution; or

Your Financial Intermediary.

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 or Class C Shares and the Fund or the 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 and any applicable redemption fee.

Do I pay a redemption fee?

If you sell or exchange your shares of the JPMorgan Micro Cap Fund within 60 days of purchase or exchange into the Fund, you will pay a redemption fee of 2.00% of the value of the shares sold in addition to any applicable CDSC. The day after your purchase order is accepted (i.e., trade date plus 1) is considered the first day for purposes of calculating the 60-day holding period. Shares acquired in conjunction with a Fund merger, the transfer of substantially all of the assets of a common or collective fund, or the substitution of the Fund for an existing investment alternative by an employee benefit plan shall be deemed to be held for 60 days for purposes of calculating the 60 day holding period.

The redemption fee does not apply to:

Shares acquired through reinvested distributions (dividends and capital gains),

Shares purchased by mutual fund wrap fee programs,

Shares redeemed in connection with death or disability (as defined in Section 72(m)(7) of the Internal Revenue Code) within one year of such death or disability,

Shares redeemed as part of a termination of certain employer-sponsored retirement plans,

Redemption of an employer-sponsored retirement plan’s entire share position with the Fund,

Involuntary redemptions resulting from a failure to maintain the required minimum balance in an account or involuntary forfeiture of shares by a participant of an employee benefit plan,

Shares redeemed by balance forward qualified retirement plans,

Shares redeemed by a “fund of funds” such as the JPMorgan Investor Funds or JPMorgan SmartRetirement Funds provided the “fund of funds” is registered under the Investment Company Act of 1940,

Shares redeemed on a systematic basis, including shares redeemed as a result of required minimum distributions under certain employer-sponsored retirement plans or IRAs or as part of a rebalancing program,

10.

Shares obtained through operation of the conversion feature applicable to Class B Shares,

11.

Shares redeemed by 529 Plans including shares redeemed as the result of rebalancing or as a result of participant direction, and

12.

Shares redeemed as part of a bona fide asset allocation program.

Notwithstanding the foregoing, a redemption fee may be charged in the event that the Distributor determines that any redemptions potentially falling into one of the categories listed above are being used as a market timing strategy. The Statement of Additional Information contains additional details concerning redemption fees. Your Financial Intermediary may not recognize the same exceptions to the imposition of a redemption fee. Check with your Financial Intermediary for more details.

The redemption fees are paid to the Fund and are designed to offset the brokerage commissions, capital gains impact, and other costs associated with fluctuations in fund asset levels and cash flow caused by

24 JPMORGAN U.S. EQUITY FUNDS

short-term shareholder trading. The Fund does not impose a redemption fee if the amount of such fee would be less than $50. Your Financial Intermediary may have a lower minimum or no minimum for charging redemption fees. Check with your Financial Intermediary for more details.

The Fund often does not have direct access to shareholder information and is dependent upon Financial Intermediaries to apply redemption fees to Fund accounts held by such Financial Intermediaries on behalf of multiple investors. These accounts, which may include omnibus accounts or retirement plan accounts, typically provide the Fund with a net purchase or redemption request on any given day where purchasers of Fund shares and redeemers of Fund shares are netted against one another. In these circumstances, the identity of individual purchasers and redeemers whose orders are aggregated are not known by the Fund. While the Fund may request information concerning individual shareholders, the Fund generally must rely on the Financial Intermediary to identify shareholders who should be charged a redemption fee as well as to collect the redemption fee and remit it to the Fund. There is no assurance that such Financial Intermediaries will be effective or uniform in applying the redemption fees to underlying accounts or that such Financial Intermediaries will assess, collect or remit such redemption fees.

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.

You may write to:

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

Can I redeem on a systematic basis?

Yes.

•

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 up-front sales charge. If you own Class C Shares, you or your designated payee may receive monthly, quarterly or annual systematic payments. The applicable 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 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.

NOVEMBER 1, 2007 25

How to Do Business with the Funds (continued)

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

Additional Information Regarding Redemptions

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.

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.

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:

Trading on the NYSE is restricted;

The NYSE is closed (other than weekend and holiday closings);

Federal securities laws permit;

The SEC has permitted a suspension; or

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.

26 JPMORGAN U.S. EQUITY FUNDS

Shareholder Information

DISTRIBUTIONS AND TAXES

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

The Micro Cap Fund generally distribute s net investment income, if any, at least annually. The Mid Cap Equity Fund generally distributes net investment income, if any, at least quarterly. The Funds will distribute net capital gain (that is, the excess of net long-term capital gain over net short-term capital loss), if any, at least annually. For each taxable year, each Fund will distribute substantially all of its net investment income and net capital gain.

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.

For federal income tax purposes, distributions of net investment income and any net short-term capital gain are taxable generally as ordinary income. Dividends of net investment income paid to a non-corporate U.S. shareholder during a taxable year beginning before January 1, 2011 that are properly designated as qualified dividend income will be taxable generally to such shareholder at a maximum rate of 15%. The amount of dividend income that may be so designated by a Fund will be limited generally to the aggregate of the eligible dividends received by each Fund. In addition, each Fund must meet certain holding period and other 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 and other requirements with respect to the Fund shares. Dividends of net investment income that are not designated as qualified dividend income will be taxable as ordinary income.

If you receive distributions that are properly designated as capital gain dividends, the tax rate will be based on how long a Fund held a particular asset, not on how long you have owned your shares. Distributions of net capital gain from the sale of investments that a Fund owned for more than one year and that are properly designated by a Fund as capital gain dividends will be taxable as long-term capital gain. Capital gain dividends of a non-corporate U.S. shareholder recognized during a taxable year beginning before January 1, 2011 generally will be taxed at a maximum rate of 15%. Distributions of net short-term capital gain in excess of net long-term capital loss, if any, will be taxable to shareholders as ordinary income. 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. Distributions are taxable to you even if they are paid from income or gain earned by a Fund before your investment (and thus were included in the price you paid). Any gain resulting from the sale or exchange of Fund shares will be taxable as long-term or short-term gain, depending upon how long you have held your shares.

A Fund’s investments in derivative instruments may require the 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 liquidate other investments in its portfolio that it otherwise would have continued to hold (including when it is not advantageous to do so).

The extent to which a Fund can invest in MLPs is limited by the Fund’s intention to qualify as a regulated investment company under the Internal Revenue Code.

A Fund’s investment in other investment companies could affect the amount, timing, and character of distributions from the Fund, and, therefore, may increase the amount of taxes payable by shareholders.

The dates on which dividends and capital gain will be distributed are available online at www.jpmorganfunds.com.

Early in each calendar year, each 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 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.

NOVEMBER 1, 2007 27

Shareholder Information (continued)

SHAREHOLDER STATEMENTS AND REPORTS

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 periodically send you proxy statements and other reports.

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 Funds to the applicable investment adviser. 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 JPMorgan 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

In addition to providing hard copies upon request, the Funds will post these quarterly schedules on the JPMorgan Funds’ website at www.jpmorganfunds.com and on the SEC’s website at www.sec.gov.

28 JPMORGAN U.S. EQUITY FUNDS

Risk and Reward Elements for the Funds

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

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Market conditions

• Each Fund’s share price and performance will fluctuate in response to stock and/or bond market movements • The market value of convertible securities and other debt securities tends to fall when prevailing interest rates rise. The value of convertible securities also tends to change whenever the market value of the underlying common or preferred stock fluctuates • 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 the Fund from achieving its investment objective • Each Fund is non-diversified, which means that a relatively high percentage of each 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	• Stocks have generally outperformed more stable investments (such as bonds and cash equivalents) over the long term	• Under normal circumstances each Fund plans to remain fully invested in accordance with its policies and the Fund may invest uninvested cash in affiliated money market funds; in addition to the securities described in the section titled “What are the Fund’s main investment strategies?”, equity securities may include convertible securities¹, preferred stocks², depositary receipts, (such as American Depositary Receipts and European Depositary Receipts), trust or partnership interests, warrants and rights³ and investment company securities • Each Fund seeks to limit risk and enhance performance through active management and/or diversification • During severe market downturns, each Fund has the option of investing up to 100% of its assets in high quality short-term instruments

Convertible securities are bonds or preferred stock that can convert to common stock.

Preferred stock is a class of stock that generally pays a dividend at a specified rate and has preference over common stock in the payment of dividends and in liquidation.

Warrants and rights are securities, typically issued with preferred stock or bonds, that give the holder the right to buy a proportionate amount of common stock at a specified price.

NOVEMBER 1, 2007 29

Risk and Reward Elements for the Funds (continued)

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Management choices
• A Fund could underperform its benchmark due to its securities and asset allocation choices	• A Fund could outperform its benchmark due to these same choices	• The adviser focuses its active management on securities selection, the area where it believes its commitment to research can most enhance returns and manage risks in a consistent way

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 a Fund that would not have otherwise occurred • A Fund may have difficulty exiting a derivatives position • Derivatives used for risk management or to increase a Fund’s income or gain may not have the intended effects and may result in losses or missed opportunities • The counterparty to a derivatives contract could default • Derivatives that involve leverage could magnify losses • Certain types of derivatives involve costs to the Fund which can reduce returns • Segregated or earmarked assets and collateral accounts established in connection with derivatives may limit the Funds’ investment flexibility • 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 a Fund, accelerate recognition of income to the Fund, affect the holding period of a Fund’s assets, and defer recognition of certain of a 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 the investment 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 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 may also use derivatives in an effort to produce increased income or gain • A Fund only establishes hedges that it expects will be highly correlated with underlying positions • While the Funds may use derivatives that incidentally involve leverage, they do not use them for the specific purpose of leveraging their portfolios • A Fund segregates or earmarks liquid assets to cover its derivatives and offset a portion of the average risk

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.

30 JPMORGAN U.S. EQUITY FUNDS

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Foreign investments
• Currency exchange rate movements could reduce gains or create losses • A Fund could lose money because of foreign government actions, political instability or lack of adequate and accurate information • Currency and investment risks tend to be higher in emerging markets; these markets also present higher liquidity and valuation risks	• Favorable exchange rate movements could generate gains or reduce losses • Foreign investments, which represent a major portion of the world’s securities, offer attractive potential performance and opportunities for diversification • Emerging markets can offer higher returns	• The Funds anticipate that total foreign investments will not exceed 20% of total assets

Real Estate Investment Trusts (REITs)¹

• The value of real estate securities in general, and REITs in particular, are subject to the same risks as direct investments in real estate and will depend on the value of the underlying properties or the underlying loans or interests • The value of these securities will rise and fall in response to many factors, including economic conditions, the demand for rental property and interest rates. In particular, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management of the underlying properties • REITs may be more volatile and/or more illiquid than other types of equity securities • If a REIT fails to distribute its required taxable income or to satisfy the other requirements of REIT status, it would be taxed as a corporation, and amounts available for distribution to shareholders (including a Fund) would be reduced by any corporate taxes payable by the REIT	• A Fund can gain exposure to an additional asset class in order to further diversify its assets • A Fund may receive current income from its REIT investments • If a REIT meets the requirements of the Internal Revenue Code, as amended, it will not be taxed on income it distributes to its shareholders; as a result, more income can be distributed by the REIT	• A Fund’s adviser will carefully evaluate particular REITs before and after investment based on its investment process and will also monitor economic and real estate trends affecting the value of REITs

REITs are pooled investment vehicles which invest primarily in income-producing real estate or loans related to real estate.

NOVEMBER 1, 2007 31

Risk and Reward Elements for the Funds (continued)

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Exchange Traded Funds (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	• Generally, 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)¹ • Exemptive orders granted to various iShares funds (which are ETFs), other ETFs and their investment advisers by the Securities and Exchange Commission (SEC) permit the Fund to invest beyond the 1940 Act limits, subject to certain terms and conditions, including a finding of the Board 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 • Under SEC Rule 12d1-1, a Fund may invest in both affiliated and unaffiliated money market funds without limit subject to a Fund’s investment policies and restrictions and the conditions of the rule

Master Limited Partnerships (MLPs)

• Holders of MLP units have limited control and voting rights, similar to those of a limited partner • An MLP could be taxed, contrary to its intention, as a corporation, resulting in decreased returns • MLPs may, for tax purposes, affect the character of the gain and loss realized by a Fund and affect the holding period of a Fund’s assets	• MLPs can offer attractive returns • MLPs may offer more attractive yields or potential growth than comparable equity securities • MLPs offer attractive potential performance and opportunities for diversification	• A Fund will limit its direct and indirect investments in MLPs to maintain its status as a registered investment company • A Fund anticipates that its total investments in MLPs will not exceed 10% of total assets

Short-term trading
• Increased trading could raise a Fund’s brokerage and related costs • Increased short-term capital gains distributions could raise shareholders’ income tax liability. Such an increase in transaction costs and/or tax liability, if not offset by gains from short-term trading, would reduce the Fund’s returns	• The Funds could realize gains in a short period of time • The Funds could protect against losses if a stock is overvalued and its value later falls	• The Funds generally avoid short-term trading, except to take advantage of attractive or unexpected opportunities or to meet demands generated by shareholder activity

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 a Fund’s total assets when a Fund invests in another investment company; and no more than 10% of its total assets when a Fund invests in two or more investment companies.

32 JPMORGAN U.S. EQUITY FUNDS

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

U.S. government and agency securities
• The value of most debt securities, including government and agency securities, will fall when interest rates rise; the longer a security’s maturity and the lower its credit quality, the more its value typically falls • Indebtedness of certain government issuers 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 • Government agency issued mortgage-backed securities (securities representing an interest in, or secured by, a pool of mortgages) involve risk of loss due to payments that occur earlier or later than expected	• Most bonds will rise in value when interest rates fall • Government and agency securities have generally outperformed money market instruments over the long-term with less risk than stocks or debt securities of lower quality issuers • Mortgage-backed securities can offer attractive returns	• The Funds seek to limit risk and enhance performance through active management • The adviser monitors interest rate trends, as well as geographic and demographic information related to mortgage-backed securities

When-issued and delayed delivery securities and forward commitments
• When a Fund buys securities before issue or for delayed delivery , it could be exposed to leverage risk if it does not segregate or earmark liquid assets	• The Funds can take advantage of attractive transaction opportunities	• The Funds segregates or earmarks liquid assets to offset leverage risks

Securities lending for the Mid Cap Equity Fund
• When the Fund lends a security, there is a risk that the loaned securities may not be returned if the borrower or the lending agent defaults • The collateral will be subject to the risks of the securities in which it is invested	• The Fund may enhance income through the investment of the collateral received from the borrower	• The adviser maintains a list of approved borrowers • The Fund receives collateral equal to at least 100% of the current value of the securities loaned plus accrued interest • The lending agents indemnify the 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

NOVEMBER 1, 2007 33

Risk and Reward Elements for the Funds (continued)

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Illiquid holdings
• Each Fund could have difficulty valuing these holdings precisely • Each Fund could be unable to sell these holdings at the time or price it desires	• 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 high quality short-term securities (including repurchase agreements) and, for temporary or extraordinary purposes, may borrow from banks up to 33-1/3% of the value of its total assets including drawing on a line of credit

34 JPMORGAN U.S. EQUITY FUNDS

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NOVEMBER 1, 2007 35

Financial Highlights

The financial highlights tables are intended to help you understand the Micro Cap Fund’s financial performance for each share class for each of the past fiscal periods. 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 for each period presented has been audited by PricewaterhouseCoopers LLP, whose reports, along with the Fund’s financial statements, are included in the Fund’s annual report, which is available upon request. Because the Class A Shares of the Mid Cap Equity Fund had not commenced operations as of 6/30/2007, there are no financial highlights provided for that Fund.

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			Redemption fees
Micro Cap Fund
Year Ended June 30, 2007	$	16.26	$	(0.21	)	$	1.62	$	1.41	$	—	$	(0.32	)	$	(0.32	)	$	—	( f)
January 1, 2006 through June 30, 2006 (d)		15.47		(0.11	)		0.90		0.79		—		—			—			—
October 31, 2005 (e) through December 31, 2005		15.00		(0.04	)		0.51		0.47		—		—			—			—

(a)

Annualized for periods less than one year.

(b)

Not annualized for periods less than one year.

(c)

(d)

The Fund changed its fiscal year end from December 31 to June 30.

(e)

Commencement of operations.

(f)

Amount rounds to less than $0.01.

36 JPMORGAN U.S. EQUITY FUNDS

	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)

$17.35		8.74	%	$	589		1.70	%		(1.27	)%		3.33	%		73	%
16.26		5.11			542		1.70			(1.38	)		5.19			45
15.47		3.13			516		1.70			(1.43	)		5.58			8

NOVEMBER 1, 2007 37

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			Redemption fees
Micro Cap Fund
Year Ended June 30, 2007	$	16.20	$	(0.29	)	$	1.62	$	1.33	$	—	$	(0.32	)	$	(0.32	)	$	—	(f)
January 1, 2006 through June 30, 2006 (d)		15.46		(0.16	)		0.90		0.74		—		—			—			—
October 31, 2005 (e) through December 31, 2005		15.00		(0.05	)		0.51		0.46		—		—			—			—

(a)

Annualized for periods less than one year.

(b)

Not annualized for periods less than one year.

(c)

(d)

The Fund changed its fiscal year end from December 31 to June 30.

(e)

Commencement of operations.

(f)

Amount rounds to less than $0.01.

38 JPMORGAN U.S. EQUITY FUNDS

				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)

$17.21		8.28	%	$	585		2.20	%		(1.77	)%		3.83	%		73	%
16.20		4.79			540		2.20			(1.88	)		5.69			45
15.46		3.07			515		2.20			(1.93	)		6.08			8

NOVEMBER 1, 2007 39

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

None of the actions described below allege that any unlawful activity took place with respect to the Funds whose shares are offered in this prospectus.

Prior to becoming an affiliate of JPMorgan Chase, on June 29, 2004, Banc One Investment Advisors Corporation (BOIA), now known as JPMorgan Investment Advisors Inc., entered into agreements with the Securities and Exchange Commission (the SEC) and the New York Attorney General (NYAG) in resolution of investigations conducted by the SEC and the NYAG into market timing of certain funds advised by BOIA which were series of One Group Mutual Funds, possible late trading of certain funds and related matters. In its settlement with the SEC, BOIA 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, BOIA agreed to pay disgorgement of $10 million and a civil money penalty of $40 million for a total payment of $50 million, which is being distributed to certain current and former shareholders of certain funds. Pursuant to the settlement agreement with the NYAG, BOIA reduced its management fee for certain funds which were series of One Group Mutual Funds (now known as JPMorgan Trust II) in the aggregate amount of approximately $8 million annually over a five-year period commencing September, 2004.

In addition to the matters involving the SEC and NYAG, various lawsuits were filed by private plaintiffs in connection with these circumstances in various state and federal courts. These actions were 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. The plaintiffs filed consolidated amended complaints, naming as defendants, among others, BOIA, Bank One Corporation and JPMorgan Chase (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, and certain current and former Trustees of One Group Mutual Funds. These complaints alleged, 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.

40 JPMORGAN U.S. EQUITY FUNDS

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 the Funds’ investments and performance. The annual report also includes details about the market conditions and investment strategies that had a significant effect on the Funds’ 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 this 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
Email: 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. for the Funds is 811-21295

PR-EQSEED- 1107

PROSPECTUS NOVEMBER 1 , 2007

JPMorgan

U.S. Equity

Funds

Select Class Shares

JPMorgan Equity Income II Fund*

Closed to new investors. Additional and new
investments are permitted as described in
the section entitled “How to Do Business with
the Funds — Purchasing Fund Shares.”

CONTENTS

JPMorgan Equity Income II Fund					1
The Fund’s Management and Administration					6
Additional Compensation to Financial Intermediaries					6
How to Do Business with the Fund					8
Purchasing Fund Shares					8
Networking and Sub-Transfer Agency Fees					1 2
Exchanging Fund Shares					1 2
Redeeming Fund Shares					1 3
Shareholder Information					1 5
Distributions and Taxes					1 5
Shareholder Statements and Reports					1 6
Availability of Proxy Voting Record					1 6
Portfolio Holdings Disclosure					1 6
Risk and Reward Elements for the Fund					1 7
Legal Proceedings Relating to Banc One Investment Advisors Corporation and Certain of its Affiliates					2 2
Financial Highlights					2 4
How To Reach Us					Inside back cover

JPMorgan Equity Income II Fund

Currently, the Fund is publicly offered on a limited basis. (See “Purchasing Fund Shares — What does it mean that the Fund is publicly offered on a limited basis?” for more information.)

What is the goal of the Fund?

The Fund seeks current income and as a secondary objective, capital appreciation.

What are the Fund’s main investment strategies?

Under normal circumstances, the Fund invests at least 80% of its Assets in equity investments of large-cap companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. Large-cap companies have a market capitalization over $2 billion at the time of purchase. Market capitalization is the total market value of a company’s shares.

The Fund attempts to keep its dividend yield above the Standard & Poor’s 500 Composite Price Index (S&P 500 Index) by investing in common stock of corporations that regularly pay dividends, as well as stocks with favorable long-term fundamental characteristics. The Fund may invest in common stock, preferred stock, real estate investment trusts (REITs), preferred stock convertible to common stock, debt securities, depositary receipts and warrants and rights to buy common stock. REITs are pooled investment vehicles which invest primarily in income-producing real estate or loans related to real estate. As part of its main investment strategy, the Fund may also invest in convertible bonds. Because yield is the main consideration in selecting securities, the Fund may purchase stocks of companies that are out of favor in the financial community and therefore, are selling below what the Fund’s adviser, J.P. Morgan Investment Management Inc. (JPMIM), believes to be their long-term investment value.

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 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 may invest any portion of its Assets that is not in equity securities in cash and cash equivalents, including affiliated money market funds, high-quality money market instruments and repurchase agreements.

The Fund’s Board of Trustees may change any of these 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.

Investment Process

In managing the Fund, the adviser seeks to invest in undervalued companies with durable franchises, strong management and the ability to grow their intrinsic value per share. Given this approach, the Fund’s investments typically include companies which the adviser believes possess sustainable competitive advantages, healthy balance sheets and management committed to increasing shareholder value. The adviser applies a “bottom-up” approach when constructing the Fund’s portfolio, basing its stock selection on a combination of quantitative screening and fundamental analysis. The Fund’s investments are subject to extensive financial analysis and a disciplined valuation process.

The frequency with which the Fund buys and sells securities will vary from year to year, depending on market conditions.

NOVEMBER 1, 2007 1

JPMorgan Equity Income II Fund (continued)

The Fund’s Main Investment Risks

Derivatives Risk. 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 investment and could result in losses that significantly exceed the Fund’s original investment. Derivatives are also subject to the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index. 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.

Foreign Securities Risk. The Fund’s investments may take the form of depositary receipts, including unsponsored depositary receipts. Unsponsored depositary receipts may not provide as much information about the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. Unsponsored depositary receipts are issued by one or more depositaries in response to market demand, but without a formal agreement with the company that issues the underlying securities. Furthermore, depository receipts are subject to political and economic risks, greater volatility, higher transaction costs, possible foreign controls on investment and less stringent investor protection and disclosure standards of some foreign markets, all of which could adversely affect the Fund’s investments in a foreign country.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 17–21.

2 JPMORGAN U.S. EQUITY FUNDS

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s Select Class 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 over the past one year, five years and ten years. It compares that performance to the S&P 500 Index, a broad-based securities market index, and the Lipper Equity Income Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper.

Past performance (before and after taxes) is not necessarily an indication of how any class of the Fund will perform in the future.

YEAR-BY-YEAR RETURNS^*,1

Best Quarter

4th quarter, 1998

16.85

Worst Quarter

3rd quarter, 2002

–16.59

Prior to 9/15/06 the Fund was managed in a tax-sensitive manner.

The Fund’s fiscal year end is 6/30 .

The Fund’s year-to-date total return through 9/30/07 was 6.57%.

NOVEMBER 1, 2007 3

JPMorgan Equity Income II Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time, for periods ended December 31, 2006*


SELECT CLASS SHARES
Return Before Taxes	20.97	8.52	6.87
Return After Taxes on Distributions	17.00	7.55	4.74
Return After Taxes on Distributions and Sale of Fund Shares	18.87	7.28	5.04

S&P 500 INDEX^1,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	15.80	6.19	8.42

LIPPER EQUITY INCOME FUNDS INDEX^2,ˆ
(Reflects No Deduction for Taxes)	18.30	7.67	8.54

Prior to 9/15/06 the Fund was managed in a tax-sensitive manner.

The performance of the Lipper Equity Income Funds Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund.

Investors cannot invest directly in an index.

4 JPMORGAN U.S. EQUITY FUNDS

Investor Expenses for Select Class Shares

The expenses of Select Class Shares (including acquired fund fees and expenses) are shown below. The table below does not reflect charges or credits which you might incur if you invest through a financial institution.

ANNUAL OPERATING EXPENSES (%)

(Expenses that are deducted from Select Class assets)

“Other Expenses” have been calculated on the actual amounts incurred in the most recent fiscal year.

JPMIM, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding a cquired f und f ees and e xpenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.85% of the average daily net assets through 10/31 /08.

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

•

total annual operating expenses.

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

YOUR COST ($)

(with or without redemption)

1 Year	3 Years	5 Years	10 Years
8 7	2 71	4 71	1,0 49

NOVEMBER 1, 2007 5

The Fund’s Management and Administration

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

The Fund may operate 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.

The 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 to obtain more information concerning all of the Fund’s 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 Fund’s Investment Adviser

J.P. Morgan Investment Management Inc. (JPMIM) is the investment adviser to the Fund and makes the day-to-day investment decisions for the Fund. 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 period ended 6/30/07, the adviser was paid management fees (net of waivers) of 0.40 % of average daily net assets. During the most recent fiscal year ended 10/31/06, the adviser was paid management fees (net of waivers) of 0.40% of average daily net assets.

A discussion of the basis the Board of Trustees of the Trust used in reapproving the investment advisory agreement for the Fund is available in the annual report dated October 3 1, 200 6 .

The Portfolio Managers

Jonathan K.L. Simon, Managing Director of JPMIM, and Clare Hart, Vice President of JPMIM and CPA, are the portfolio managers for the Fund. Mr. Simon has worked as a portfolio manager for JPMIM and its affiliates (or their predecessors) since 1987 and has been employed by the firm since 1980. Ms. Hart has been a portfolio manager since 2002 and is also an investment analyst covering the financial services and real estate sectors. She has been employed by the firm since 1999.

Additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and their ownership of securities in the Fund is provided in the Fund’s Statement of Additional Information.

The Fund’s Administrator

JPMorgan Funds Management, Inc. (the Administrator) provides administrative services for and oversees the other service providers of the Fund. The Administrator receives a pro-rata portion of the following annual fee on behalf of the Fund for administrative services: 0.15% of the first $25 billion of average daily net assets of all Funds (excluding funds of funds and money market funds) in the JPMorgan Funds Complex plus 0.075% of average daily net assets over $25 billion.

The Fund’s Shareholder Servicing Agent

The Trust, on behalf of the Fund, has entered into shareholder servicing agreements 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 up to 0.25% of the average daily net assets of the Select Class Shares of the Fund. JPMDS may enter into service agreements with Financial Intermediaries under which it will pay all or a portion of the 0.25% annual fee to such Financial Intermediaries for performing shareholder and administrative services.

The Fund’s Distributor

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

Additional Compensation to Financial Intermediaries

6 JPMORGAN U.S. EQUITY FUNDS

JPMorgan Chase, that have entered into agreements with JPMDS. These additional cash payments are payments over and above any sales charges (including Rule 12b-1 fees), shareholder servicing, sub-transfer agency and/or networking fees that are paid to such Financial Intermediaries, as described elsewhere in this prospectus. These additional cash payments are generally made to Financial Intermediaries that provide shareholder, subtransfer agency 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 and/or for training and educating a Financial Intermediary’s employees. 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. Such additional compensation may provide such Financial Intermediaries with an incentive to favor sales of shares of the JPMorgan Funds over other investment options they make available to their customers. See the Statement of Additional Information for more information.

NOVEMBER 1, 2007 7

How to Do Business with the Fund

PURCHASING FUND SHARES

Where can I buy shares?

You may purchase Fund shares:

•

Directly from the Fund through JPMDS.

Who can buy shares?

Select 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 Select Class Shares — See “How do I open an account?”

•

Select Class Shares may also be purchased through your Financial Intermediary or any other organization, including affiliates of JPMorgan Chase authorized to act in a fiduciary, advisory, custodial or agency capacity for its clients or customers. 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 Fund by officers, directors or trustees, retirees and employees and their immediate families (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:

•

JPMorgan Funds.

•

JPMorgan Chase and its subsidiaries and affiliates.

What does it mean that the Fund is publicly offered on a limited basis?

The Fund is now publicly offered on a limited basis. Investors are not eligible to purchase shares of the Fund except as described below:

•

Shareholders of record as of September 15, 2006, are able to continue to purchase additional shares of the Fund either through JPMorgan Funds Services or a Financial Intermediary (as defined in the prospectus) and may continue to reinvest dividends or capital gains distributions from shares owned in the Fund;

•

Shareholders of record as of September 15, 2006, are able to add to their accounts through exchanges from other JPMorgan Funds for shares of the Fund;

•

Trusts, fiduciary accounts, investment management and other investment clients of JPMorgan Chase Bank or its affiliates; or

•

Wrap program sponsors may open new participant accounts in the Fund and purchase additional shares in existing participant accounts, provided the wrap program sponsor established account(s) with the Fund that were part of a wrap program prior to September 15, 2006. Other Financial Intermediaries which have selected and offered the Fund as part of an asset allocation model used for client accounts for which such Financial Intermediary has investment discretion may also open new client accounts in the Fund and purchase additional shares in existing client accounts, provided such Financial Intermediary established account(s) with the Fund as part of such Financial Intermediary’s asset allocation model prior to September 15, 2006.

If all shares of the Fund in an existing shareholder’s account are voluntarily redeemed or involuntarily redeemed (due to instances when a shareholder does not meet aggregate account balance minimums, as described in the Prospectus), then the shareholder’s account will be closed. Such former Fund shareholders will not be able to buy additional Fund shares nor reopen their account in the Fund.

If the Fund receives a purchase order directly from an investor who does not currently have an account with the Fund, JPMorgan Funds Services will attempt to contact the investor to determine whether he or she would like to purchase shares of another Fund or would prefer that the investment be refunded. If JPMorgan Funds Services cannot contact the investor within 30 days, the entire investment will be refunded.

The Fund reserves the right to change these policies at any time.

When can I buy shares?

Purchases may be made on any business day. This includes any day that the Fund is open for business, other than weekends and days on which the New York Stock Exchange (NYSE) is closed, including the following

8 JPMORGAN U.S. EQUITY FUNDS

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 the Fund or a Financial Intermediary before 4:00 p.m. Eastern Time (ET) will be effective 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 completed 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.

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

The Fund’s Board 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 or preceded by a redemption or exchange out of the same Fund. If the Distributor detects that you have completed two round trips within 60 days in the same Fund, the Distributor will reject your purchase and exchange orders for a period of at least 90 days. For subsequent violations, the Distributor, in its sole discretion, reject your purchase and exchange orders temporarily or permanently. 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 Fund is 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 Fund’s own operational systems or procedures will identify and eliminate all market-timing strategies. For example, certain accounts, which are known as omnibus accounts, include multiple investors and typically provide the Fund 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 are not known by the Fund. While the Fund seeks to monitor for market timing activities in omnibus accounts, the netting effect limits the Fund’s ability to locate and eliminate individual market timers. As a result, the Fund is often dependent upon Financial Intermediaries who utilize their own policies and procedures to identify market timers. These policies and procedures may be different than those utilized by the Fund.

The Fund has attempted to put safeguards in place to assure that Financial Intermediaries have implemented procedures designed to deter market timing and abusive trading. Despite these safeguards, there is no assurance that the Fund will be able to effectively identify and eliminate market timing and abusive trading in the Fund particularly with respect to omnibus accounts.

NOVEMBER 1, 2007 9

How to Do Business with the Fund (continued)

The JPMorgan Funds will seek to apply the Fund’s market timing policies and restrictions as uniformly as practicable to accounts with the Fund, except with respect to the following:

Trades that occur through omnibus accounts at financial intermediaries as described above,

Purchases, redemptions and exchanges made on a systematic basis,

Automatic reinvestments of dividends and distributions,

Purchases, redemptions or exchanges that are part of a rebalancing program, such as a wrap program, or

Bona fide asset allocation programs.

Please see the Statement of Additional Information for a further description of these arrangements.

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 the 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 the 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 Fund’s Board of Trustees. A security’s valuation may differ depending on the method used for determining value. In addition, the Fund has implemented fair value pricing on a daily basis for all equity securities, except North American, Central American, South American and Caribbean equity securities, held by the Fund. The fair value pricing utilizes the quotations of an independent pricing service unless the adviser, in accordance with valuation procedures adopted by the Fund’s Board, determines that the market quotations do not accurately reflect the value of a security and determines that use of another fair valuation methodology is appropriate.

The 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. To the extent the Fund invests in securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares, the value of the Fund’s shares may change on days when you will not be able to purchase or redeem your shares.

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. A Financial Intermediary may impose a different investment minimum. There are no minimum levels for subsequent purchases.

Select Class Shares 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 Shares accounts of former One Group Funds opened on or before February 18, 2005 will be subject to a $200,000 minimum.

10 JPMORGAN U.S. EQUITY FUNDS

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, trustees, retirees 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 Fund and not through a Financial Intermediary. Please call 1-800-480-4111 for more information. All other new accounts for officers, directors or trustees, 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) and 403(b)) 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 1-800-480-4111.

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.

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

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 JPMorgan Funds or the Fund are considered third-party checks. The redemption of shares purchased through 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 Fund.

If you choose to pay by wire, please call 1-800-480-4111 to notify the Fund 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 Funds.

NOVEMBER 1, 2007 11

How to Do Business with the Fund (continued)

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:

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.

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 Fund may also directly enter into agreements with Financial Intermediaries pursuant to which the Fund 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 the Fund may be exchanged for Select Class Shares of another non-money market JPMorgan Fund or for another class of the Fund.

When are exchanges processed?

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

•

The Fund receives the request by 4:00 p.m. ET (or before the NYSE closes, if the NYSE closes before 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?

12 JPMORGAN U.S. EQUITY FUNDS

limit excessive exchange activity as described in “Purchasing Fund Shares.”

REDEEMING FUND SHARES

When can I redeem shares?

You may redeem all or some of your shares on any day that the Fund is 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. Thereafter, a redemption order can be processed as otherwise described.

Redemption orders accepted by the 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 Fund 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:

A financial institution; or

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 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.

What will my shares be worth?

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 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.

NOVEMBER 1, 2007 13

How to Do Business with the Fund (continued)

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

Additional Information Regarding Redemptions

Due to the relatively high cost of maintaining small accounts, if your account value falls below the required minimum balance, 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 . Before either of these actions is taken, you will be given 60 days’ advance written notice in order to provide you with time to increase your account balance to the required minimum by purchasing sufficient shares, in accordance with the terms of this prospectus. To collect the $10 sub-minimum account fee, the Fund 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 Fund may suspend your ability to redeem when:

Trading on the NYSE is restricted;

The NYSE is closed (other than weekend and holiday closings);

Federal securities laws permit;

The SEC has permitted a suspension; or

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.

14 JPMORGAN U.S. EQUITY FUNDS

Shareholder Information

DISTRIBUTIONS AND TAXES

The Fund can earn income and can realize capital gain. The Fund deducts any expenses and then pays out these earnings to shareholders as distributions.

The Fund generally declares dividends on the last business day of each month and pays such dividends on the first business day of the following month. The Fund will distribute net capital gain (that is, the excess of net long-term capital gain over net short-term capital loss), if any, at least annually.

You have three options for your distributions. You may:

•

reinvest all of them 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.

For federal income tax purposes, distributions of net investment income and any net short-term capital gain (see below) are taxable generally as ordinary income. Dividends of net investment income paid to a non-corporate U.S. shareholder during a taxable year beginning before January 1, 2011 that are properly designated as qualified dividend income will generally be taxable to such shareholder at a maximum rate of 15%. The amount of dividend income that may be so designated by a Fund will be limited generally to the aggregate of the eligible dividends received by the Fund. In addition, each 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 also must meet certain holding - period requirements with respect to the Fund shares. Dividends of net investment income that are not designated as qualified dividend income and dividends of net short-term capital gain will be taxable to shareholders a s ordinary income .

If you receive distributions that are properly designated as net capital gain dividends, the tax rate will be based on how long the Fund held a particular asset, not on how long you have owned your shares. Distributions of net capital gain from the sale of investments that a Fund owned for more than one year and that are properly designated by a Fund as capital gain dividends will be taxable as long-term capital gains. Capital gain dividends of a non-corporate U.S. shareholder recognized during a taxable year beginning before January 1, 2011 generally will be taxed at a maximum rate of 15%. Distributions of net short-term capital gain in excess of net long-term capital loss, if any, will be taxable to shareholders as ordinary income. 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 if it is paid from income or gains earned by a Fund before your investment (and thus was included in the price you paid). Any gain resulting from the sale or exchange of Fund shares will be taxable as long-term or short-term gain, depending upon how long you have held the shares.

The Fund’s investments in certain debt securities, REIT securities, and derivative instruments may require the Fund to accrue and distribute income not yet received. In order to generate sufficient cash to make the requisite distributions, the Fund may be required to sell other investments in its portfolio that it otherwise would have continued to hold (including when it is not advantageous to do so). The Fund’s investments in REIT securities also may 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. Please see the Statement of Additional Information for additional discussion of the tax consequences of these investments to the Fund.

The extent to which the Fund can invest in MLPs is limited by the Fund’s intention to qualify as a regulated investment company under the Internal Revenue Code.

The Fund’s investments in other investment companies, could affect the amount, timing, and character of distributions from the Fund, and, therefore, may increase the amount of taxes payable by shareholders.

The dates on which dividends and capital gain will be distributed 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 investor for whom the Fund does not have a valid Taxpayer Identification Number may be subject to backup withholding.

NOVEMBER 1, 2007 15

Shareholder Information (continued)

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 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 quarterly account statements. Please review these statements carefully. The Fund 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. JPMorgan Funds will charge a fee for requests for statements that are older than two years. Please retain all of your statements, as they could be needed for tax purposes.

To reduce expenses and conserve natural resources, the Fund 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 Fund reasonably believes they are members of the same family. If you would like to receive separate mailings, please call 1-800-480-4111 and the Fund 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 Fund. In addition, the Fund will periodically send you proxy statements and other reports.

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 the applicable investment adviser. 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 JPMorgan Funds’ 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

No sooner than 30 days after the end of each month, the 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, the Fund will make available a certified, complete schedule of its portfolio holdings as of the last day of that quarter.

In addition to providing hard copies upon request, the Fund will post these quarterly schedules on the JPMorgan Funds’ website at www.jpmorganfunds.com and on the SEC’s website at www.sec.gov.

The Fund will disclose the Fund’s 10 largest stock portfolio holdings and the percentage that each of these 10 largest stock portfolio holdings represents of the Fund’s total assets as of the most recent month end online at www.jpmorganfunds.com, no sooner than 10 calendar days after month end.

Shareholders may request portfolio holdings schedules at no charge by calling 1-800-480-4111. 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.

16 JPMORGAN U.S. EQUITY FUNDS

Risk and Reward Elements for the Fund

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

When-issued and delayed delivery securities
• When the Fund buys securities before issue or for delayed delivery, it could be exposed to leverage risk if it does not segregate or earmark liquid assets	• The Fund can take advantage of attractive transaction opportunities	• The Fund segregates or earmarks liquid assets to offset leverage risks

Short-term trading
• Increased trading could raise the Fund’s brokerage and related costs • Increased short-term capital gains distributions could raise shareholders’ income tax liability. Such an increase in transaction costs and/or tax liability, if not offset by gains from short-term trading, would reduce the Fund’s returns	• The Fund could realize gains in a short period of time • The Fund could protect against losses if a stock is overvalued and its value later falls	• The Fund generally avoids short-term trading, except to take advantage of attractive or unexpected opportunities or to meet demands generated by shareholder activity

Real Estate Investment Trusts (REITs)¹

• The value of real estate securities in general, and REITs in particular, are subject to the same risks as direct investments in real estate and will depend on the value of the underlying properties or the underlying loans or interests • The value of these securities will rise and fall in response to many factors, including economic conditions, the demand for rental property and interest rates. In particular, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management of the underlying properties • REITs may be more volatile and/or more illiquid than other types of equity securities • If a REIT fails to distribute its required taxable income or to satisfy the other requirements of REIT status, it would be taxed as a corporation, and amounts available for distribution to shareholders (including the Fund) would be reduced by any corporate taxes payable by the REIT	• The Fund can gain exposure to an additional asset class in order to further diversify its assets • The Fund may receive current income from its REIT investments • If a REIT meets the requirements of the Internal Revenue Code, as amended, it will not be taxed on income it distributes to its shareholders; as a result, more income can be distributed by the REIT	• The Fund’s adviser will carefully evaluate particular REITs before and after investment based on its investment process and will also monitor economic and real estate trends affecting the value of REITs

REITs are pooled investment vehicles which invest primarily in income-producing real estate or loans related to real estate.

NOVEMBER 1, 2007 17

Risk and Reward Elements for the Fund (continued)

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Exchange Traded Funds (ETFs) and other investment companies
• 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 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	• Generally, the Fund’s investments in other investment companies, including ETFs, are subject to the percentage limitations of the Investment Company Act of 1940 (1940 Act)¹ • Exemptive orders granted to various iShares funds (which are ETFs), other ETFs, and their investment advisers by the Securities and Exchange Commission (SEC) permit a Fund to invest beyond the 1940 Act limits, subject to certain terms and conditions, including a finding of the Board 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 • Under SEC Rule 12d1-1, the Fund may invest in both affiliated and unaffiliated money market funds without limit subject to the Fund’s investment policies and restrictions and the conditions of the rule

Under the 1940 Act, the Fund may not own more than 3% of the outstanding voting stock of another investment company. Additionally, the 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.

18 JPMORGAN U.S. EQUITY 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 Fund that would not have otherwise occurred • The Fund may have difficulty exiting a derivatives position • Derivatives used for risk management or to increase the Fund’s income or gain may not have the intended effects and may result in losses or missed opportunities • The counterparty to a derivatives contract could default • Derivatives that involve leverage could magnify losses • Certain types of derivatives involve costs to the Fund which can reduce returns • Segregated or earmarked assets and collateral accounts established in connection with derivatives may limit the Fund ’ s investment flexibility • 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 Fund, accelerate recognition of income to the Fund, 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 • The Fund could make money and protect against losses if investment analysis proves correct • Derivatives that involve leverage could generate substantial gains at low cost	• The Fund uses 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 Fund only establishes hedges that it expects will be highly correlated with underlying positions • While the Fund may use derivatives that incidentally involve leverage, it does not use them for the specific purpose of leveraging their portfolio • The Fund segregates or earmarks liquid assets to cover its derivatives and offset a portion of the leverage risk

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

NOVEMBER 1, 2007 19

Risk and Reward Elements for the Fund (continued)

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Master Limited Partnerships (MLPs)

• Holders of MLP units have limited control and voting rights, similar to those of a limited partner • An MLP could be taxed, contrary to its intention, as a corporation, resulting in decreased returns • MLPs may, for tax purposes, affect the character of the gain and loss realized by the Fund and affect the holding period of the Fund’s assets	• MLPs can offer attractive returns • MLPs may offer more attractive yields or potential growth than comparable equity securities • MLPs offer attractive potential performance and opportunities for diversification	• The Fund will limit its direct and indirect investments in MLPs to maintain its status as a registered investment company • The Fund anticipates that its total investments in MLPs will not exceed 10% of total assets

Market conditions

• The Fund’s share price and performance will fluctuate in response to stock and/or bond market movements • The market value of convertible securities and other debt securities tends to fall when prevailing interest rates rise. The value of convertible securities also tends to change whenever the market value of the underlying common or preferred stock fluctuates. • Adverse market, economic, political or other conditions may from time to time cause the Fund to take temporary defensive positions that are inconsistent with its principal investment strategies and may hinder the Fund from achieving its investment objective	• Stocks have generally outperformed more stable investments (such as bonds and cash equivalents) over the long term	• Under normal circumstances the Fund plans to remain fully invested in accordance with its policies and the Fund may invest uninvested cash in affiliated money market funds; in addition to the securities described in the “What are the Fund’s main investment strategies?” section , equity securities may include convertible securities¹, preferred stocks², depositary receipts, (such as American Depositary Receipts and European Depositary Receipts), trust or partnership interests, warrants and rights³ and investment company securities • The Fund seeks to limit risk and enhance performance through active management and/or diversification • During severe market downturns, the Fund has the option of investing up to 100% of its assets in high quality short-term instruments

Management choices
• The Fund could underperform its benchmark due to its securities and asset allocation choices	• The Fund could outperform its benchmark due to these same choices	• The adviser focuses its active management on securities selection, the area where it believes its commitment to research can most enhance returns and manage risks in a consistent way

Convertible securities are bonds or preferred stock that can convert to common stock.

Preferred stock is a class of stock that generally pays a dividend at a specified rate and has preference over common stock in the payment of dividends and in liquidation.

Warrants and rights are securities, typically issued with preferred stock or bonds, that give the holder the right to buy a proportionate amount of common stock at a specified price.

20 JPMORGAN U.S. EQUITY FUNDS

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Foreign investments
• Currency exchange rate movements could reduce gains or create losses • The Fund could lose money because of foreign government actions, political instability or lack of adequate and accurate information • Currency and investment risks tend to be higher in emerging markets; these markets also present higher liquidity and valuation risks	• Favorable exchange rate movements could generate gains or reduce losses • Foreign investments, which represent a major portion of the world’s securities, offer attractive potential performance and opportunities for diversification • Emerging markets can offer higher returns	• The Fund anticipates that total foreign investments will not exceed 20% of total assets • The Fund actively manages the currency exposure of its foreign investments relative to their benchmarks, and may hedge back into the U.S. dollar from time to time (see also “Derivatives”); these currency management techniques may not be available for certain emerging markets investments

Illiquid holdings
• The Fund could have difficulty valuing these holdings precisely • The Fund could be unable to sell these holdings at the time or price it desires	• These holdings may offer more attractive yields or potential growth than comparable widely traded securities	• The Fund may not invest more than 15% of net assets in illiquid holdings • To maintain adequate liquidity to meet redemptions, the Fund may hold high quality short-term securities (including repurchase agreements) and, for temporary or extraordinary purposes, may borrow from banks up to 33-1/3% of the value of its total assets including drawing on a line of credit

U.S. government and agency securities
• The value of most debt securities, including government and agency securities, will fall when interest rates rise; the longer a security’s maturity and the lower its credit quality, the more its value typically falls • Indebtedness of certain government issuers 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 • Government agency issued mortgage-backed securities (securities representing an interest in, or secured by, a pool of mortgages) involve risk of loss due to payments that occur earlier or later than expected	• Most bonds will rise in value when interest rates fall • Government and agency securities have generally outperformed money market instruments over the long-term with less risk than stocks or debt securities of lower quality issuers • Mortgage-backed securities can offer attractive returns	• The Fund seeks to limit risk and enhance performance through active management • The adviser monitors interest rate trends, as well as geographic and demographic information related to mortgage-backed securities

NOVEMBER 1, 2007 21

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

None of the actions described allege that any unlawful activity took place with respect to the Fund whose shares are offered in this prospectus.

In addition to the matters involving the SEC and NYAG, various lawsuits were filed by private plaintiffs in connection with these circumstances in various state and federal courts. These actions were 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. The plaintiffs filed consolidated amended complaints, naming as defendants, among others, BOIA, Bank One Corporation and JPMorgan Chase (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, and certain current and former Trustees of One Group Mutual Funds. These complaints alleged, 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.

22 JPMORGAN U.S. EQUITY FUNDS

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NOVEMBER 1, 2007 23

Financial Highlights

The financial highlights tables are intended to help you understand the Fund’s financial performance for each of 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 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
Equity Income II Fund
November 1, 2006 through June 30, 2007 (d)	$	26.43	$	0.42	$	2.31		$	2.73		$	(0.41	)	$	(5.55	)	$	(5.96	)
Year Ended October 31, 2006 ( e )		22.52		0.39		3.89			4.28			(0.37	)		—			(0.37	)
Year Ended October 31, 2005		21.19		0.29		1.33			1.62			(0.29	)		—			(0.29	)
Year Ended October 31, 2004		18.65		0.25		2.56			2.81			(0.27	)		—			(0.27	)
Year Ended October 31, 2003		16.01		0.26		2.64			2.90			(0.26	)		—			(0.26	)
January 1, 2002 to October 31, 2002 ( f )		19.74		0.22		(3.74	)		(3.52	)		(0.21	)		—			(0.21	)

(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)

The Fund changed its fiscal year end from October 31 to June 30.

( e )

Effective September 15, 2006, the Fund’s investment objective and strategies changed.

( f )

The Fund changed its fiscal year end from December 31 to October 31.

24 JPMORGAN U.S. EQUITY FUNDS

					Ratios/Supplemental data
						Ratios to average net assets (a)
Net asset value, end of period	Total return (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)
$23.20		11.83	%	$	203,409		0.85	%		2.61	%		0.85	%		52	%
26.43		19.16			366,765		0.80			1.57			0.81			63
22.52		7.67			556,571		0.81			1.31			0.81			77
21.19		15.12			538,753		0.85			1.20			0.85			39
18.65		18.34			349,000		0.85			1.55			0.85			33
16.01		(17.94	)		327,000		0.79			1.43			0.85			80

NOVEMBER 1, 2007 25

This Page Intentionally Left Blank.

HOW TO REACH US

MORE INFORMATION

For investors who want more information on the Fund the following documents are available free upon request:

ANNUAL/SEMI-ANNUAL REPORTS

Our annual and semi-annual reports contain more information about 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. 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 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 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, D.C. 20549-0102
1-202-551-8090
E-mail: publicinfo@sec.gov

Reports, a copy of the SAI and other information about the Fund are also available on the SEC’s website at http://www.sec.gov.

Investment Company Act File No.: 811-21295

PR-EQINCIIS-1107

PROSPECTUS NOVEMBER 1 , 2007

JPMorgan

SmartRetirement

Funds

Class A and Class C Shares

JPMorgan SmartRetirement Income Fund
JPMorgan SmartRetirement 2010 Fund
JPMorgan SmartRetirement 2015 Fund
JPMorgan SmartRetirement 2020 Fund
JPMorgan SmartRetirement 2025 Fund
JPMorgan SmartRetirement 2030 Fund
JPMorgan SmartRetirement 2035 Fund
JPMorgan SmartRetirement 2040 Fund
JPMorgan SmartRetirement 2045 Fund
JPMorgan SmartRetirement 2050 Fund

The Securities and Exchange Commission has not approved or disapproved the shares of any of the Funds as an investment or determined whether this prospectus is accurate or complete. Anyone who tells you otherwise is committing a crime.

CONTENTS

Fund Summaries: Investments, Risk & Performance
JPMorgan SmartRetirement Income Fund					1
JPMorgan SmartRetirement 2010 Fund					5
JPMorgan SmartRetirement 2015 Fund					10
JPMorgan SmartRetirement 2020 Fund					1 5
JPMorgan SmartRetirement 2025 Fund					20
JPMorgan SmartRetirement 2030 Fund					2 5
JPMorgan SmartRetirement 2035 Fund					30
JPMorgan SmartRetirement 2040 Fund					35
JPMorgan SmartRetirement 2045 Fund					40
JPMorgan SmartRetirement 2050 Fund					45
More About the Funds					50
Principal Investment Strategies					50
Temporary Defensive Positions					59
Portfolio Turnover					59
How to Do Business with the Funds					60
Purchasing Fund Shares					60
Sales Charges					64
Rule 12b-1 Fees					68
Shareholder Servicing Fees					69
Networking and Sub-Transfer Agency Fees					69
Exchanging Fund Shares					69
Redeeming Fund Shares					70
Shareholder Information					73
Distributions and Taxes					73
Shareholder Statements and Reports					74
Availability of Proxy Voting Record					74
Portfolio Holdings Disclosure					74
Management of the Funds					75
The Adviser, Administrator and Distributor					75
Advisory Fees					75
Additional Compensation to Financial Intermediaries					75
The Fund Managers					75
Legal Proceedings Relating to Banc One Investment Advisors Corporation and Certain of its Affiliates					77
Financial Highlights					78
Appendix A — Underlying Funds					82
How to Reach Us					B ack cover

JPMorgan SmartRetirement Income Fund

Fund Summary: Investments, Risk & Performance

What is the goal of the Fund?

The Fund seeks current income and some capital appreciation.

What are the Fund’s main investment strategies?

The JPMorgan SmartRetirement Income Fund is a “fund of funds” that mainly invests its assets in a combination of equity, fixed income and short-term mutual funds in the same group of investment companies (i.e., JPMorgan Funds). The Fund’s adviser, J.P. Morgan Investment Management Inc. (“JPMIM” or the “Adviser”) uses an asset allocation strategy designed for investors who are retired or expect to retire soon. The Fund’s target allocation as of November 1 , 2007 is as follows:

For purposes of the chart, U.S. Equity Funds include small cap funds, mid cap funds, large cap funds, and REIT funds , and International Equity Funds include emerging markets equity funds . Cash and Cash Equivalents include money market funds as well as cash and cash equivalents.

The Adviser may adjust the Fund’s target allocation from time to time if the Adviser believes another allocation will provide a tactical or other advantage to the Fund. In addition, to the extent permitted by applicable law or exemptive relief obtained from the Securities and Exchange Commission (“SEC”), the Fund may invest directly in futures and other securities to overweight or underweight allocations among various sectors or markets. For more information about the Fund’s investment strategies, please read “More About the Funds” and “Principal Investment Strategies.”

What are the main risks of investing in the Fund?

The main risks of investing in the Fund and the circumstances likely to adversely affect your investment are described below. The share price of the Fund will change every day in response to market conditions. You may lose money if you invest in the Fund.

MAIN RISKS

Investments in Mutual Funds Risk . The Fund’s investments are concentrated in underlying JPMorgan Funds, so the Fund’s investment performance is directly related to the performance of the underlying funds. The Fund’s net asset value will change with changes in the equity and bond markets and the value of the mutual funds in which it invests. In addition, the Fund indirectly pays a portion of the expenses incurred by the underlying funds. As the underlying funds or the Fund’s allocations among the underlying funds change from time to time, or to the extent that the expense ratio of the underlying funds changes, the weighted average operating expenses borne by the Fund may increase or decrease. Because the Adviser or its affiliates provide services to and receive fees from the underlying funds, investments in the Fund benefit the Adviser and its affiliates.

Fixed Income Funds Risk . The underlying fixed income funds invest primarily in fixed income securities. These securities will increase or decrease in value based on changes in interest rates. If rates increase, the value of a fund’s investments generally declines. On the other hand, if rates fall, the value of the investments generally increases. The value of your investment in the Fund will change as the value of investments of the underlying JPMorgan Funds increases and decreases.

High Yield Securities Risk . Some of the underlying funds invest in debt securities that are considered to be speculative (commonly known as junk bonds). These securities are issued by companies that are highly leveraged, less creditworthy or financial ly distressed. While these investments generally provide a higher yield than higher rated debt securities, the high degree of risk involved in these investments can result in substantial or total losses.

Equity Funds Risk . The underlying equity funds invest primarily in equity securities (such as stocks) that are more volatile and carry more risks than some other forms of investment. The price of equity securities may rise or fall because of economic or political changes or changes in a company’s financial condition. Equity securities also are subject to “stock market risks,” meaning that stock prices in general may decline over short or extended periods of time. When the value of the stocks held by an underlying JPMorgan equity fund goes down, the value of your investment in the Fund will be affected. Some of the underlying funds invest in securities of real estate companies and real estate investment trusts (REITs). These types of securities are subject to the investment risks facing direct investments in real estate as well as risks that are unique to REITs. REITs may have limited

NOVEMBER 1, 2007 1

JPMorgan SmartRetirement Income Fund (continued)

resources, may trade less frequently and in limited volume and may be more volatile than other securities.

Smaller Companies Risk . Some of the underlying funds invest in securities of smaller companies. Investments in smaller, newer companies may be riskier than investments in larger, more established companies. Securities of smaller companies tend to be less liquid than securities of larger companies. In addition, small companies may be more vulnerable to economic, market and industry changes. Because economic events have a greater impact on smaller companies, there may be greater and more frequent changes in their stock price. This may cause unexpected and frequent decreases in the value of the underlying fund’s investments. Finally, emerging companies in certain sectors may not be profitable and may not realize earning profits in the foreseeable future.

Foreign and Emerging Market Risks. Some of the underlying funds invest in foreign securities including equity and debt securities in emerging markets. Funds investing in foreign securities are subject to special risks in addition to those of U.S. investments. These risks include political and economic risks, currency fluctuations, higher transaction costs, delayed settlement, and less stringent investor protection and disclosure standards of some foreign markets. These risks can make foreign investments more volatile and potentially less liquid than U.S. investments. The risks associated with foreign securities are magnified in countries in “emerging markets.” These countries may have relatively unstable governments and less-established market economies than developed countries. Emerging markets may face greater social, economic, regulatory and political uncertainties. These risks make emerging market securities more volatile and less liquid than securities issued in more developed countries.

Derivative Risk. The underlying funds may use derivatives, which are investments that have a value based on another investment, exchange or index. Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic and market conditions than other types of investments and could result in losses that significantly exceed the underlying fund s’ original investment. Derivatives are also subject to the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index. The use of derivatives for hedging or risk management purposes or to increase income or gain may not be successful, resulting in losses to the underlying funds, and the cost of such strategies may reduce the underlying funds’ returns.

Futures and Other Securities Risks . Although the Fund mainly invests in other JPMorgan Funds, it may also invest directly in futures (if permitted) and other securities as part of its tactical allocation strategy to overweight or underweight its investments among various sectors or markets including foreign and emerging markets. There is no guarantee that the use of these securities will produce the intended result of effectively allocating the Fund’s investments to a specific market or sector. In addition, futures and other securities are subject to additional risks specific to their structure, sector or market (e.g., futures on foreign securities are subject to foreign investment and emerging market risk; debt securities are subject to credit risk). Depending on the type of security, the market value may move up and down, sometimes rapidly and unpredictably causing a security to be worth less than the price originally paid for it. To the extent that a security decreases in value, the value of your investment in the Fund will be affected.

Not FDIC Insured. An investment in the Fund is not a deposit of JPMorgan Chase & Co. or any of its affiliates or any other bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

The Fund’s Performance

The Fund was launched on May 15, 2006 and, therefore, has limited performance history. Once the Fund has operated for at least one calendar year, a bar chart and a performance table will be included in the prospectus to show the performance of the Fund.¹ An appropriate broad-based market index will also be included in the performance table. Although past performance of a Fund is no guarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing in the Fund.

The Fund’s fiscal year end is 6/30.

2 JPMORGAN SMARTRETIREMENT FUNDS

Fees and Expenses for Class A and Class C Shares

The expenses (including acquired fund (underlying fund) fees and expenses) before and after reimbursement are shown below. The table 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)¹


Maximum Sales Charge (Load) when you buy Shares, as a % of O ffering P rice ²	5.25		NONE

Maximum Deferred Sales Charge (Load) as a % of Original Cost of the Shares	NONE	³	1.00

Redemption Fee	NONE		NONE

Exchange Fee	NONE		NONE

If you buy or sell shares through a Financial Intermediary, you may be charged separate transaction fees by the Financial Intermediary. In addition, an annual sub-minimum account fee may be applicable.

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.”

ANNUAL FUND OPERATING EXPENSES (%)

(Expenses that are deducted from Fund assets)


Management Fees	NONE		NONE
Distribution (Rule 12b-1) Fees	0.25		0.75
Shareholder Service Fees¹	0.25		0.25
Other Expenses²	0 .52		0.45
Acquired Fund (Underlying Fund) Fees and Expenses³	0.5 8		0.5 8

Total Annual Fund Operating Expenses⁴	1.60		2.03
Fee Waivers and/or Expense Reimbursements^1,5	( 0 .60	)	( 0.5 3	)

Net Expenses⁵	1 . 00		1. 50

The shares of the underlying funds in which the Fund invests impose a separate shareholder service fee. To avoid charging a shareholder service fee at an effective rate above 0.25%, the shareholder servicing agent will waive shareholder service fees with respect to the Fund in an amount equal to the weighted average pro rata amount of shareholder service fees charged by the underlying funds. This amount is shown as a waiver under “Fee Waiver and/or Expense Reimbursement.”

“Other Expenses” are based on actual amounts for the most recent fiscal year .

“Acquired Fund (Underlying Fund) Fees and Expenses” are based on the allocation of the Fund’s assets among the underlying funds calculated on a daily basis through the Fund’s last fiscal year . This amount reflects the allocation through the Fund’s last fiscal year and does not reflect subsequent allocations among the underlying funds. The Fund invests in R Class Shares of the underlying funds to the extent that they are available. To the extent that an underlying fund does not offer R Class Shares, the Fund will invest in Institutional Class Shares, if available. “Acquired Fund (Underlying Fund) Fees and Expenses” will vary with changes in the expenses of the underlying funds, as well as allocation of the Fund’s assets, and may be higher or lower than those shown.

The Total Annual Fund Operating Expenses included in the fee table do not correlate to the ratio of expenses to average net assets in the Financial Highlights. The Financial Highlights reflect only the operating expenses of the Fund and do not include Acquired Fund (Underlying Fund) Fees and Expenses.

JPMIM, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses (excluding Acquired Fund (Underlying Fund) Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.42% and 0.92%, respectively, of the average daily net assets of the Class A and Class C Shares through October 31, 2008. Without the Acquired Fund (Underlying Fund) Fees and Expenses, the Total Annual Fund Operating Expenses of the Fund would be 1 .02% and 1 . 45 % of the average daily net assets for Class A and C Shares, respectively.

NOVEMBER 1, 2007 3

JPMorgan SmartRetirement Income Fund (continued)

Example

The example below is intended to help you compare the cost of investing in 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 10/31/08, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of 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
C LASS A SHARES* ($)					62 2				948				1, 296				2,277
C LASS C SHARES** ($)					25 3				585				1, 044				2, 316

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

				1 Year				3 Years				5 Years				10 Years
CLASS A SHARES* ($)					62 2				948				1, 296				2 , 277
CLASS C SHARES ($)					15 3				585				1, 044				2,316

Assumes sales charge is deducted when shares are purchased.

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

4 JPMORGAN SMARTRETIREMENT FUNDS

JPMorgan SmartRetirement 2010 Fund

Fund Summary: Investments, Risk & Performance

What is the goal of the Fund?

The Fund seeks total return with a shift to current income and some capital appreciation over time as the Fund approaches and passes the target retirement date.

What are the Fund’s main investment strategies?

The JPMorgan SmartRetirement 2010 Fund is a “fund of funds” that mainly invests its assets in a combination of equity, fixed income and short-term mutual funds in the same group of investment companies (i.e., JPMorgan Funds). The Fund’s adviser, JPMIM, uses an asset allocation strategy designed for investors expecting to retire around the year 2010 (the “target retirement date”). Generally, the Adviser will change the Fund’s asset allocation on an annual basis with the asset allocation becoming more conservative as the Fund nears the target retirement date. The Fund’s target allocation as of November 1 , 2007 is as follows:

For purposes of the chart, U.S. Equity Funds include small cap funds, mid cap funds, and large cap funds , and International Equity Funds include emerging markets equity funds. Cash and Cash Equivalents include money market funds as well as cash and cash equivalents.

Within 1 to 5 years of the target retirement date, the Fund anticipates reaching a target allocation that approximates the allocation in the JPMorgan SmartRetirement Income Fund. The Adviser may adjust the Fund’s periodic or target allocation from time to time if the Adviser believes another allocation will provide a tactical or other advantage to the Fund. When the target asset allocation of the Fund is substantially the same as the JPMorgan SmartRetirement Income Fund, the Fund may be combined with the JPMorgan SmartRetirement Income Fund at which point the Fund’s shareholders would become shareholders of the JPMorgan SmartRetirement Income Fund. In addition, to the extent permitted by applicable law or exemptive relief obtained from the SEC, the Fund may invest directly in futures and other securities to overweight or underweight allocations among various sectors or markets. For more information about the Fund’s investment strategies, please read “More About the Funds” and “Principal Investment Strategies.”

What are the main risks of investing in the Fund?

MAIN RISKS

NOVEMBER 1, 2007 5

JPMorgan SmartRetirement 2010 Fund (continued)

in a company’s financial condition. Equity securities also are subject to “stock market risks,” meaning that stock prices in general may decline over short or extended periods of time. When the value of the stocks held by an underlying JPMorgan equity fund goes down, the value of your investment in the Fund will be affected.

Securities of Real Estate Companies and REITs Risks . Investments by certain of the underlying funds will be highly concentrated in the securities of companies in the real estate sector. Although these underlying funds do not invest in real estate directly, they are subject to investment risks that are similar to those associated with direct ownership of real estate. As a result, the performance of these underlying funds is closely tied to, and affected by regulatory, business and economic developments that impact the value of real estate. The underlying funds’ investments and your investment may decline in response to declines in property values or other adverse changes to the real estate market. In addition to the risks facing real estate securities, some of the underlying funds invest in real estate investment trusts (REITs). REITs may have limited financial resources, may trade less frequently and in limited volume and may be more volatile than other securities.

6 JPMORGAN SMARTRETIREMENT FUNDS

The Fund’s Performance

The Fund’s fiscal year end is 6/30.

NOVEMBER 1, 2007 7

JPMorgan SmartRetirement 2010 Fund (continued)

Fees and Expenses for Class A and Class C Shares

SHAREHOLDER FEES (%)

(Fees paid directly from your investment)¹


Maximum Sales Charge (Load) when you buy Shares, as a % of O ffering P rice ²	5.25		NONE

Maximum Deferred Sales Charge (Load) as a % of Original Cost of the Shares	NONE	³	1.00

Redemption Fee	NONE		NONE

Exchange Fee	NONE		NONE

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.”

ANNUAL FUND OPERATING EXPENSES (%)

(Expenses that are deducted from Fund assets)


Management Fees	NONE		NONE
Distribution (Rule 12b-1) Fees	0.25		0.75
Shareholder Service Fees¹	0.25		0.25
Other Expenses²	0. 06		0.0 8
Acquired Fund (Underlying Fund) Fees and Expenses³	0.63		0.63

Total Annual Fund Operating Expenses⁴	1. 19		1.7 1
Fee Waivers and/or Expense Reimbursements^1,5	(0. 13	)	(0.1 5	)

Net Expenses⁵	1.06		1.56

“Other Expenses” are based on actual amounts for the most recent fiscal year .

JPMIM, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses (excluding Acquired Fund (Underlying Fund) Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.43% and 0.93%, respectively, of the average daily net assets of the Class A and Class C Shares through October 31, 2008. Without the Acquired Fund (Underlying Fund) Fees and Expenses, the Total Annual Fund Operating Expenses of the Fund would be 0 .56 % and 1. 08 % of the average daily net assets for Class A and Class C Shares, respectively.

8 JPMORGAN SMARTRETIREMENT FUNDS

Example

The example below is intended to help you compare the cost of investing in 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 10/31/08, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of 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* ($)					627				8 71				1,1 33				1, 881
CLASS C SHARES** ($)					259				5 24				9 14				2,0 07

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

				1 Year				3 Years				5 Years				10 Years
CLASS A SHARES* ($)					627				8 71				1,1 33				1, 881
CLASS C SHARES ($)					159				5 24				9 14				2,00 7

Assumes sales charge is deducted when shares are purchased.

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

NOVEMBER 1, 2007 9

JPMorgan SmartRetirement 2015 Fund

Fund Summary: Investments, Risk & Performance

What is the goal of the Fund?

The Fund seeks total return with a shift to current income and some capital appreciation over time as the Fund approaches and passes the target retirement date.

What are the Fund’s main investment strategies?

The JPMorgan SmartRetirement 2015 Fund is a “fund of funds” that mainly invests its assets in a combination of equity, fixed income and short-term mutual funds in the same group of investment companies (i.e., JPMorgan Funds). The Fund’s adviser, JPMIM, uses an asset allocation strategy designed for investors expecting to retire around the year 2015 (the “target retirement date”). Generally, the Adviser will change the Fund’s asset allocation on an annual basis with the asset allocation becoming more conservative as the Fund nears the target retirement date. The Fund’s target allocation as of November 1 , 2007 is as follows:

For purposes of the chart, U.S. Equity Funds include small cap funds, mid cap funds, and large cap funds , and International Equity Funds include emerging markets equity funds.

What are the main risks of investing in the Fund?

MAIN RISKS

Equity Funds Risk . The underlying funds invest primarily in equity securities (such as stocks) that are more volatile and carry more risks than some other forms of investment. The price of equity securities may rise or fall because of economic or political changes or changes in a company’s financial condition. Equity securities also are subject to “stock market risks,” meaning that stock prices in general may decline over short or extended periods of time. When the value of the stocks held by an underlying JPMorgan equity fund goes down, the value of your investment in the Fund will be affected.

10 JPMORGAN SMARTRETIREMENT FUNDS

High Yield Securities Risk. Some of the underlying funds invest in debt securities that are considered to be speculative ( commonly known as junk bonds). These securities are issued by companies that are highly leveraged, less creditworthy or financially distressed. While these investments generally provide a higher yield than higher rated debt securities, the high degree of risk involved in these investments can result in substantial or total losses.

NOVEMBER 1, 2007 11

JPMorgan SmartRetirement 2015 Fund (continued)

The Fund’s Performance

The Fund’s fiscal year end is 6/30.

12 JPMORGAN SMARTRETIREMENT FUNDS

Fees and Expenses for Class A and Class C Shares

SHAREHOLDER FEES (%)

(Fees paid directly from your investment)¹


Maximum Sales Charge (Load) when you buy Shares, as a % of O ffering P rice ²	5.25		NONE

Maximum Deferred Sales Charge (Load) as a % of Original Cost of the Shares	NONE	³	1.00

Redemption Fee	NONE		NONE

Exchange Fee	NONE		NONE

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.”

ANNUAL FUND OPERATING EXPENSES (%)

(Expenses that are deducted from Fund assets)


Management Fees	NONE		NONE
Distribution (Rule 12b-1) Fees	0.25		0.75
Shareholder Service Fees¹	0.25		0.25
Other Expenses²	0. 0 3		0.0 5
Acquired Fund (Underlying Fund) Fees and Expenses³	0.6 9		0.6 9

Total Annual Fund Operating Expenses⁴	1.2 2		1.7 4
Fee Waivers and/or Expense Reimbursements^1,5	(0.1 0	)	(0.1 2	)

Net Expenses⁵	1.1 2		1.6 2

“Other Expenses” are based on actual amounts for the most recent fiscal year .

JPMIM, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses (excluding Acquired Fund (Underlying Fund) Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.43% and 0.93%, respectively, of the average daily net assets of the Class A and Class C Shares through October 31, 2008. Without the Acquired Fund (Underlying Fund) Fees and Expenses, the Total Annual Fund Operating Expenses of the Fund would be 0. 53 % and 1.0 5 % of the average daily net assets for Class A and Class C Shares, respectively.

NOVEMBER 1, 2007 13

JPMorgan SmartRetirement 2015 Fund (continued)

Example

The example below is intended to help you compare the cost of investing in 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 10/31/08, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of 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* ($)					63 3				8 83				1,1 51				1,9 16
CLASS C SHARES** ($)					2 65				5 36				9 33				2,0 42

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

				1 Year				3 Years				5 Years				10 Years
CLASS A SHARES* ($)					63 3				8 83				1,1 51				1,9 16
CLASS C SHARES ($)					16 5				5 36				9 33				2,0 42

Assumes sales charge is deducted when shares are purchased.

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

14 JPMORGAN SMARTRETIREMENT FUNDS

JPMorgan SmartRetirement 2020 Fund

Fund Summary: Investments, Risk & Performance

What is the goal of the Fund?

The Fund seeks high total return with a shift to current income and some capital appreciation over time as the Fund approaches and passes the target retirement date.

What are the Fund’s main investment strategies?

The JPMorgan SmartRetirement 2020 Fund is a “fund of funds” that mainly invests its assets in a combination of equity, fixed income and short-term mutual funds in the same group of investment companies (i.e., JPMorgan Funds). The Fund’s adviser, JPMIM, uses an asset allocation strategy designed for investors expecting to retire around the year 2020 (the “target retirement date”). Generally, the Adviser will change the Fund’s asset allocation on an annual basis with the asset allocation becoming more conservative as the Fund nears the target retirement date. The Fund’s target allocation as of November 1 , 2007 is as follows:

For purposes of the chart, U.S. Equity Funds include small cap funds, mid cap funds, and large cap funds , and International Equity Funds include emerging markets equity funds.

What are the main risks of investing in the Fund?

MAIN RISKS

NOVEMBER 1, 2007 15

JPMorgan SmartRetirement 2020 Fund (continued)

less-established market economies than developed countries. Emerging markets may face greater social, economic, regulatory and political uncertainties. These risks make emerging market securities more volatile and less liquid than securities issued in more developed countries.

High Yield Securities Ris k. Some of the underlying funds invest in debt securities that are considered to be speculative ( commonly known as junk bonds). These securities are issued by companies that are highly leveraged, less creditworthy or financially distressed. While these investments provide a higher yield than higher rated debt securities, the high degree of risk involved in these investments can result in substantial or total losses.

Smaller Companies Risk . Some of the underlying funds invest in securities of smaller companies. Investments in smaller, newer companies may be riskier than investments in larger, more established companies. Securities of smaller companies tend to be less liquid than securities of larger companies. In addition, small companies may be more vulnerable to economic, market and industry changes. Because economic events have a greater impact on smaller companies, there may be greater and more frequent changes in their stock price. This may cause unexpected and frequent decreases in the value of the underlying f und’s investments. Finally, emerging companies in certain sectors may not be profitable and may not anticipate earning profits in the foreseeable future.

16 JPMORGAN SMARTRETIREMENT FUNDS

The Fund’s Performance

The Fund’s fiscal year end is 6/30.

NOVEMBER 1, 2007 17

JPMorgan SmartRetirement 2020 Fund (continued)

Fees and Expenses for Class A and Class C Shares

SHAREHOLDER FEES (%)

(Fees paid directly from your investment)¹


Maximum Sales Charge (Load) when you buy Shares, as a % of O ffering P rice ²	5.25		NONE

Maximum Deferred Sales Charge (Load) as a % of Original Cost of the Shares	NONE	³	1.00

Redemption Fee	NONE		NONE

Exchange Fee	NONE		NONE

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.”

ANNUAL FUND OPERATING EXPENSES (%)

(Expenses that are deducted from Fund assets)


Management Fees	NONE	NONE
Distribution (Rule 12b-1) Fees	0.25	0.75
Shareholder Service Fees¹	0.25	0.25
Other Expenses²	0.0 2	0.0 2
Acquired Fund (Underlying Fund) Fees and Expenses³	0.7 3	0.7 3

Total Annual Fund Operating Expenses⁴	1.25	1.75
Fee Waivers and/or Expense Reimbursements^1,5	(0. 09 )	(0. 09 )

Net Expenses⁵	1.1 6	1.6 6

“Other Expenses” are based on actual amounts for the most recent fiscal year .

JPMIM, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses (excluding Acquired Fund (Underlying Fund) Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.43% and 0.93%, respectively, of the average daily net assets of the Class A and Class C Shares through October 31, 2008. Without the Acquired Fund (Underlying Fund) Fees and Expenses, the Total Annual Fund Operating Expenses of the Fund would be 0.5 2 % and 1. 02 % of the average daily net assets for Class A and Class C Shares, respectively.

18 JPMORGAN SMARTRETIREMENT FUNDS

Example

The example below is intended to help you compare the cost of investing in 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

•

ne t expenses through 10/31/08, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of 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* ($)					63 7				89 2				1,16 7				1,949
CLASS C SHARES** ($)					26 9				54 2				94 1				2,05 5

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

				1 Year				3 Years				5 Years				10 Years
CLASS A SHARES* ($)					63 7				89 2				1,16 7				1,949
CLASS C SHARES ($)					16 9				54 2				94 1				2,05 5

Assumes sales charge is deducted when shares are purchased.

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

NOVEMBER 1, 2007 19

JPMorgan SmartRetirement 2025 Fund

Fund Summary: Investments, Risk & Performance

What is the goal of the Fund?

The Fund seeks high total return with a shift to current income and some capital appreciation over time as the Fund approaches and passes the target retirement date.

What are the Fund’s main investment strategies?

The JPMorgan SmartRetirement 2025 Fund is a “fund of funds” that mainly invests its assets in a combination of equity, fixed income and short-term mutual funds in the same group of investment companies (i.e., JPMorgan Funds). The Fund’s adviser, JPMIM, uses an asset allocation strategy designed for investors expecting to retire around the year 2025 (the “target retirement date”). Generally, the Adviser will change the Fund’s asset allocation on an annual basis with the asset allocation becoming more conservative as the Fund nears the target retirement date. The Fund’s target allocatio n as of November 1 , 200 7 is as follows:

For purposes of the chart, U.S. Equity Funds include small cap funds, mid cap funds, and large cap funds , and International Equity Funds include emerging markets equity funds.

What are the main risks of investing in the Fund?

MAIN RISKS

High Yield Securities Risk. Some of the underlying funds invest in debt securities that are considered to be speculative ( commonly known as junk bonds). These securities

20 JPMORGAN SMARTRETIREMENT FUNDS

are issued by companies that are highly leveraged, less creditworthy or financially distressed. While these investments generally provide a higher yield than higher rated debt securities, the high degree of risk involved in these investments can result in substantial or total losses.

NOVEMBER 1, 2007 21

JPMorgan SmartRetirement 2025 Fund (continued)

The Fund’s Performance

The Fund was launched on July 31, 2007, and therefore has limited performance history. Once the Fund has operated for at least one calendar year, a bar chart and a performance table will be included in the prospectus to show the performance of the Fund¹. An appropriate broad-based market index will also be included in the performance table. Although past performance of a Fund is no guarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing in the Fund.

The Fund’s fiscal year end is 6/30.

22 JPMORGAN SMARTRETIREMENT FUNDS

Estimated Fees and Expenses for Class A and Class C Shares

The estimated expenses (including acquired fund (underlying fund) fees and expenses) before and after reimbursement are shown below. The table 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)¹


Maximum Sales Charge (Load) when you buy Shares, as a % of O ffering P rice ²	5.25		NONE

Maximum Deferred Sales Charge (Load) as a % of Original Cost of the Shares	NONE	³	1.00

Redemption Fee	NONE		NONE

Exchange Fee	NONE		NONE

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.”

ANNUAL FUND OPERATING EXPENSES (%)

(Expenses that are deducted from Fund assets)


Management Fees	NONE		NONE
Distribution (Rule 12b-1) Fees	0.25		0.75
Shareholder Service Fees¹	0.25		0.25
Other Expenses²	0.07		0.07
Acquired Fund (Underlying Fund) Fees and Expenses³	0.79		0.79

Total Annual Fund Operating Expenses⁴	1.36		1.86
Fee Waivers and/or Expense Reimbursements^1,5	(0.13	)	(0.13	)

Net Expenses⁵	1.23		1.73

“Other Expenses” are based on estimated amounts for the current fiscal year.

“ Acquired Fund (Underlying Fund) Fees and Expenses ” are estimated based upon the anticipated target allocation of the Fund’s assets among the underlying funds through the Fund’s fiscal year ending June 30, 2008. This amount reflects the estimated allocation only. The Fund invests in R Class Shares in the underlying funds to the extent that they are available. To the extent that an underlying fund does not offer R Class Shares, the Fund will invest in Institutional Class Shares, if available. Acquired Fund (Underlying Fund) Fees and Expenses will vary with changes in the expenses of the underlying funds, as well as allocation of the Fund’s assets, and may be higher or lower than those shown.

The Total Annual Fund Operating Expenses included in the fee table will not correlate to the ratio of expenses to average net assets in the Financial Highlights. The Financial Highlights will reflect only the operating expenses of the Fund and do not include Acquired Fund (Underlying Fund) Fees and Expenses.

JPMIM, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses (excluding Acquired Fund (Underlying Fund) Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.44% and 0.94%, respectively, of the average daily net assets of the Class A and Class C Shares through October 31, 2008. Without the Acquired Fund (Underlying Fund) Fees and Expenses, the Total Annual Fund Operating Expenses of the Fund would be 0.57% and 1.07% of the average daily net assets for Class A and Class C Shares, respectively.

NOVEMBER 1, 2007 23

JPMorgan SmartRetirement 2025 Fund (continued)

Example

The example below is intended to help you compare the cost of investing in 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 10/31/08, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of 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
CLASS A SHARES* ($)					644				921
CLASS C SHARES** ($)					276				572

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

				1 Year				3 Years
CLASS A SHARES* ($)					644				921
CLASS C SHARES ($)					176				572

Assumes sales charge is deducted when shares are purchased.

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

24 JPMORGAN SMARTRETIREMENT FUNDS

JPMorgan SmartRetirement 2030 Fund

Fund Summary: Investments, Risk & Performance

What is the goal of the Fund?

The Fund seeks high total return with a shift to current income and some capital appreciation over time as the Fund approaches and passes the target retirement date.

What are the Fund’s main investment strategies?

The JPMorgan SmartRetirement 2030 Fund is a “fund of funds” that mainly invests its assets in a combination of equity, fixed income and short-term mutual funds in the same group of investment companies (i.e., JPMorgan Funds). The Fund’s adviser, JPMIM, uses an asset allocation strategy designed for investors expecting to retire around the year 2030 (the “target retirement date”). Generally, the Adviser will change the Fund’s asset allocation on an annual basis with the asset allocation becoming more conservative as the Fund nears the target retirement date. The Fund’s target allocation as of November 1 , 2007 is as follows:

For purposes of the chart, U.S. Equity Funds include small cap funds, mid cap funds, and large cap funds , and International Equity Funds include emerging markets equity funds.

What are the main risks of investing in the Fund?

MAIN RISKS

Investments in Mutual Funds Risk . The Fund’s investments are concentrated in underlying JPMorgan Funds, so the Fund’s investment performance is directly related to the performance of the underlying funds. The Fund’s net asset value will change with changes in the equity and bond markets and the value of the mutual funds in which it invests. In addition, the Fund indirectly pays a portion of the expenses incurred by the underlying funds. As the underlying funds or the Fund’s allocations among the underlying funds change from time to time, or to the extent that the expense ratio of the underlying funds changes, the weighted average operating expenses borne by the Fund may increase or decrease. Because the Adviser or its affiliates provide services to and receive fees from the underlying funds, investments in the Fund benefit the Adviser and its affiliates.

NOVEMBER 1, 2007 25

JPMorgan SmartRetirement 2030 Fund (continued)

High Y ield Securities Risk. Some of the underlying funds invest in debt securities that are considered to be speculative ( commonly know as junk bonds). These securities are issued by companies that are highly leveraged, less creditworthy or financially distressed. While these investments generally provide a higher yield than higher rated debt securities, the high degree of risk involved in these investments can result in substantial or total losses.

Securities of Real Estate Companies and REITs Risks . Investments by certain of the underlying funds will be highly concentrated in the securities of companies in the real estate sector. Although these underlying funds do not invest in real estate directly, they are subject to investment risks that are similar to those associated with direct ownership of real estate. As a result, the performance of these underlying funds is closely tied to, and affected by regulatory, business and economic developments that impact the value of real estate. The underlying funds’ investments and your investment may decline in response to declines in property values or other adverse changes to the real estate market. In addition to the risks facing real estate securities, some of the underlying funds invest in real estate investment trusts (REITs). REITs may have limited financial resources, may trade less frequently and in limited volume and may be more volatile than other securities.

Smaller Companies Risk . Some of the underlying funds invest in securities of smaller companies. Investments in smaller, newer companies may be riskier than investments in larger, more established companies. Securities of smaller companies tend to be less liquid than securities of larger companies. In addition, small companies may be more vulnerable to economic, market and industry changes. Because economic events have a greater impact on smaller companies, there may be greater and more frequent changes in their stock price. This may cause unexpected and frequent decreases in the value of the underlying f und’s investments. Finally, emerging companies in certain sectors may not be profitable and may not anticipate earning profits in the foreseeable future.

26 JPMORGAN SMARTRETIREMENT FUNDS

The Fund’s Performance

The Fund’s fiscal year end is 6/30.

NOVEMBER 1, 2007 27

JPMorgan SmartRetirement 2030 Fund (continued)

Fees and Expenses for Class A and Class C Shares

SHAREHOLDER FEES (%)

(Fees paid directly from your investment)¹


Maximum Sales Charge (Load) when you buy Shares, as a % of O ffering P rice ²	5.25		NONE

Maximum Deferred Sales Charge (Load) as a % of Original Cost of the Shares	NONE	³	1.00

Redemption Fee	NONE		NONE

Exchange Fee	NONE		NONE

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.”

ANNUAL FUND OPERATING EXPENSES (%)

(Expenses that are deducted from Fund assets)


Management Fees	NONE		NONE
Distribution (Rule 12b-1) Fees	0.25		0.75
Shareholder Service Fees¹	0.25		0.25
Other Expenses²	0.03		0.03
Acquired Fund (Underlying Fund) Fees and Expenses³	0.8 4		0.8 4

Total Annual Fund Operating Expenses⁴	1.3 7		1.8 7
Fee Waivers and/or Expense Reimbursements^1,5	(0.09	)	(0.09	)

Net Expenses⁵	1.2 8		1.7 8

“Other Expenses” are based on actual amounts for the most recent fiscal year .

JPMIM, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses (excluding Acquired Fund (Underlying Fund) Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.44% and 0.94%, respectively, of the average daily net assets of the Class A and Class C Shares through October 31, 2008. Without the Acquired Fund (Underlying Fund) Fees and Expenses, the Total Annual Fund Operating Expenses of the Fund would be 0.53% and 1.03% of the average daily net assets for Class A and Class C Shares, respectively.

28 JPMORGAN SMARTRETIREMENT FUNDS

Example

The example below is intended to help you compare the cost of investing in 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 10/31/08, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of 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* ($)					64 9				92 8				1,22 7				2,0 77
CLASS C SHARES** ($)					28 1				57 9				1,003				2,1 83

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

				1 Year				3 Years				5 Years				10 Years
CLASS A SHARES* ($)					64 9				92 8				1,22 7				2,0 77
CLASS C SHARES ($)					18 1				57 9				1,003				2,1 83

Assumes sales charge is deducted when shares are purchased.

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

NOVEMBER 1, 2007 29

JPMorgan SmartRetirement 2035 Fund

Fund Summary: Investments, Risk & Performance

What is the goal of the Fund?

The Fund seeks high total return with a shift to current income and some capital appreciation over time as the Fund approaches and passes the target retirement date.

What are the Fund’s main investment strategies?

The JPMorgan SmartRetirement 2035 Fund is a “fund of funds” that mainly invests its assets in a combination of equity, fixed income and short-term mutual funds in the same group of investment companies (i.e., JPMorgan Funds). The Fund’s adviser, JPMIM, uses an asset allocation strategy designed for investors expecting to retire around the year 2035 (the “target retirement date”). Generally, the Adviser will change the Fund’s asset allocation on an annual basis with the asset allocation becoming more conservative as the Fund nears the target retirement date. The Fund’s target allocation as of November 1, 2007 is as follows:

For purposes of the chart, U.S. Equity Funds include small cap funds, mid cap funds, and large cap funds , and International Equity Funds include emerging markets equity funds.

What are the main risks of investing in the Fund?

MAIN RISKS

30 JPMORGAN SMARTRETIREMENT FUNDS

High Yield Securities Risk. Some of the underlying funds invest in securities that are considered to be speculative ( commonly known as junk bonds). These securities are issued by companies that are highly leveraged, less creditworthy or financially distressed. While these investments generally provide a higher yield than higher rated debt securities, the high degree of risk involved in these investments can result in substantial or total losses.

Smaller Companies Risk . Some of the underlying funds invest in securities of smaller companies. Investments in smaller, newer companies may be riskier than investments in larger, more established companies. Securities of smaller companies tend to be less liquid than securities of larger companies. In addition, small companies may be more vulnerable to economic, market and industry changes. Because economic events have a greater impact on smaller companies, there may be greater and more frequent changes in their stock price. This may cause unexpected and frequent decreases in the value of the underlying f und’s investments. Finally, emerging companies in certain sectors may not be profitable and may not anticipate earning profits in the foreseeable future.

NOVEMBER 1, 2007 31

JPMorgan SmartRetirement 2035 Fund (continued)

The Fund’s Performance

The Fund’s fiscal year end is 6/30.

32 JPMORGAN SMARTRETIREMENT FUNDS

Estimated Fees and Expenses for Class A and Class C Shares

SHAREHOLDER FEES (%)

(Fees paid directly from your investment)¹


Maximum Sales Charge (Load) when you buy Shares, as a % of O ffering P rice ²	5.25		NONE

Maximum Deferred Sales Charge (Load) as a % of Original Cost of the Shares	NONE	³	1.00

Redemption Fee	NONE		NONE

Exchange Fee	NONE		NONE

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.”

ANNUAL FUND OPERATING EXPENSES (%)

(Expenses that are deducted from Fund assets)


Management Fees	NONE		NONE
Distribution (Rule 12b-1) Fees	0.25		0.75
Shareholder Service Fees¹	0.25		0.25
Other Expenses²	0.07		0.07
Acquired Fund (Underlying Fund) Fees and Expenses³	0.85		0.85

Total Annual Fund Operating Expenses⁴	1.42		1.92
Fee Waivers and/or Expense Reimbursements^1,5	(0.13	)	(0.13	)

Net Expenses⁵	1.29		1.79

“Other Expenses” are based on estimated amounts for the current fiscal year.

JPMIM, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses (excluding Acquired Fund (Underlying Fund) Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.44% and 0.94%, respectively, of the average daily net assets of the Class A and Class C Shares through October 31, 2008. Without the Acquired Fund (Underlying Fund) Fees and Expenses, the Total Annual Fund Operating Expenses of the Fund would be 0.57% and 1.07% of the average daily net assets for Class A and Class C Shares, respectively.

NOVEMBER 1, 2007 33

JPMorgan SmartRetirement 2035 Fund (continued)

Example

The example below is intended to help you compare the cost of investing in 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 10/31/08, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of 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
CLASS A SHARES* ($)					649				939
CLASS C SHARES** ($)					282				591

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

				1 Year				3 Years
CLASS A SHARES* ($)					649				939
CLASS C SHARES ($)					182				591

Assumes sales charge is deducted when shares are purchased.

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

34 JPMORGAN SMARTRETIREMENT FUNDS

JPMorgan SmartRetirement 2040 Fund

Fund Summary: Investments, Risk & Performance

What is the goal of the Fund?

The Fund seeks high total return with a shift to current income and some capital appreciation over time as the Fund approaches and passes the target retirement date.

What are the Fund’s main investment strategies?

The JPMorgan SmartRetirement 2040 Fund is a “fund of funds” that mainly invests its assets in a combination of equity, fixed income and short-term mutual funds in the same group of investment companies (i.e., JPMorgan Funds). The Fund’s adviser, JPMIM, uses an asset allocation strategy designed for investors expecting to retire around the year 2040 (the “target retirement date”). Generally, the Adviser will change the Fund’s asset allocation on an annual basis with the asset allocation becoming more conservative as the Fund nears the target retirement date. The Fund’s target allocation as of November 1 , 2007 is as follows:

For purposes of the chart, U.S. Equity Funds include small cap funds, mid cap funds, and large cap funds , and International Equity Funds include emerging markets equity funds.

What are the main risks of investing in the Fund?

MAIN RISKS

NOVEMBER 1, 2007 35

JPMorgan SmartRetirement 2040 Fund (continued)

Smaller Companies Risk . Some of the underlying funds invest in securities of smaller companies. Investments in smaller, newer companies may be riskier than investments in larger, more established companies. Securities of smaller companies tend to be less liquid than securities of larger companies. In addition, small companies may be more vulnerable to economic, market and industry changes. Because economic events have a greater impact on smaller companies, there may be greater and more frequent changes in their stock price. This may cause unexpected and frequent decreases in the value of the underlying f und’s investments. Finally, emerging companies in certain sectors may not be profitable and may not anticipate earning profits in the foreseeable future.

36 JPMORGAN SMARTRETIREMENT FUNDS

The Fund’s Performance

The Fund’s fiscal year end is 6/30.

NOVEMBER 1, 2007 37

JPMorgan SmartRetirement 2040 Fund (continued)

Fees and Expenses for Class A and Class C Shares

SHAREHOLDER FEES (%)

(Fees paid directly from your investment)¹


Maximum Sales Charge (Load) when you buy Shares, as a % of O ffering P rice ²	5.25		NONE

Maximum Deferred Sales Charge (Load) as a % of Original Cost of the Shares	NONE	³	1.00

Redemption Fee	NONE		NONE

Exchange Fee	NONE		NONE

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.”

ANNUAL FUND OPERATING EXPENSES (%)

(Expenses that are deducted from Fund assets)


Management Fees	NONE		NONE
Distribution (Rule 12b-1) Fees	0.25		0.75
Shareholder Service Fees¹	0.25		0.25
Other Expenses²	0.04		0.03
Acquired Fund (Underlying Fund) Fees and Expenses³	0.84		0.84

Total Annual Fund Operating Expenses⁴	1.38		1.87
Fee Waivers and/or Expense Reimbursements^1,5	(0.10	)	(0.09	)

Net Expenses⁵	1.28		1.78

“Other Expenses” are based on actual amounts for the most recent fiscal year .

JPMIM, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses (excluding Acquired Fund (Underlying Fund) Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.44% and 0.94%, respectively, of the average daily net assets of the Class A and Class C Shares through October 31, 2008. Without the Acquired Fund (Underlying Fund) Fees and Expenses, the Total Annual Fund Operating Expenses of the Fund would be 0.54% and 1.03% of the average daily net assets for Class A and Class C Shares, respectively.

38 JPMORGAN SMARTRETIREMENT FUNDS

Example

The example below is intended to help you compare the cost of investing in 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 10/31/08, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of 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* ($)					649				930				1,232				2,087
CLASS C SHARES** ($)					281				579				1,003				2,183

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

				1 Year				3 Years				5 Years				10 Years
CLASS A SHARES* ($)					649				930				1,232				2,087
CLASS C SHARES ($)					181				579				1,003				2,183

Assumes sales charge is deducted when shares are purchased.

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

NOVEMBER 1, 2007 39

JPMorgan SmartRetirement 2045 Fund

Fund Summary: Investments, Risk & Performance

What is the goal of the Fund?

The Fund seeks high total return with a shift to current income and some capital appreciation over time as the Fund approaches and passes the target retirement date.

What are the Fund’s main investment strategies?

The JPMorgan SmartRetirement 2045 Fund is a “fund of funds” that mainly invests its assets in a combination of equity, fixed income and short-term mutual funds in the same group of investment companies (i.e., JPMorgan Funds). The Fund’s adviser, JPMIM, uses an asset allocation strategy designed for investors expecting to retire around the year 2045 (the “target retirement date”). Generally, the Adviser will change the Fund’s asset allocation on an annual basis with the asset allocation becoming more conservative as the Fund nears the target retirement date. The Fund’s target allocation as of November 1, 2007 is as follows:

For purposes of the chart, U.S. Equity Funds include small cap funds, mid cap funds, and large cap funds , and International Equity Funds include emerging markets equity funds.

What are the main risks of investing in the Fund?

MAIN RISKS

40 JPMORGAN SMARTRETIREMENT FUNDS

Securities of Real Estate Companies and REITs Risk s . Investments by certain of the underlying funds will be highly concentrated in the securities of companies in the real estate sector. Although these underlying funds do not invest in real estate directly, they are subject to investment risks that are similar to those associated with direct ownership of real estate. As a result, the performance of these underlying funds is closely tied to, and affected by regulatory, business and economic developments that impact the value of real estate. The underlying funds’ investments and your investment may decline in response to declines in property values or other adverse changes to the real estate market. In addition to the risks facing real estate securities, some of the underlying funds invest in real estate investment trusts (REITs). REITs may have limited financial resources, may trade less frequently and in limited volume and may be more volatile than other securities.

Smaller Companies Risk . Some of the underlying funds invest in securities of smaller companies. Investments in smaller, newer companies may be riskier than investments in larger, more established companies. Securities of smaller companies tend to be less liquid than securities of larger companies. In addition, small companies may be more vulnerable to economic, market and industry changes. Because economic events have a greater impact on smaller companies, there may be greater and more frequent changes in their stock price. This may cause unexpected and frequent decreases in the value of the underlying f und’s investments. Finally, emerging companies in certain sectors may not be profitable and may not anticipate earning profits in the foreseeable future.

NOVEMBER 1, 2007 41

JPMorgan SmartRetirement 2045 Fund (continued)

The Fund’s Performance

The Fund was launched on July 31, 2007 , and therefore has limited performance history. Once the Fund has operated for at least one calendar year, a bar chart and a performance table will be included in the prospectus to show the performance of the Fund¹. An appropriate broad-based market index will also be included in the performance table. Although past performance of a Fund is no guarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing in the Fund.

The Fund’s fiscal year end is 6/30.

42 JPMORGAN SMARTRETIREMENT FUNDS

Estimated Fees and Expenses for Class A and Class C Shares

SHAREHOLDER FEES (%)

(Fees paid directly from your investment)¹


Maximum Sales Charge (Load) when you buy Shares, as a % of O ffering P ric e ²	5.25		NONE

Maximum Deferred Sales Charge (Load) as a % of Original Cost of the Shares	NONE	³	1.00

Redemption Fee	NONE		NONE

Exchange Fee	NONE		NONE

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.”

ANNUAL FUND OPERATING EXPENSES (%)

(Expenses that are deducted from Fund assets)


Management Fees	NONE		NONE
Distribution (Rule 12b-1) Fees	0.25		0.75
Shareholder Service Fees¹	0.25		0.25
Other Expenses²	0.07		0.07
Acquired Fund (Underlying Fund) Fees and Expenses³	0.85		0.85

Total Annual Fund Operating Expenses⁴	1.42		1.92
Fee Waivers and/or Expense Reimbursements^1,5	(0.13	)	(0.13	)

Net Expenses⁵	1.29		1.79

“Other Expenses” are based on estimated amounts for the current fiscal year.

JPMIM, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses (excluding Acquired Fund (Underlying Fund) Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.44% and 0.94%, respectively, of the average daily net assets of the Class A and Class C Shares through October 31, 2008. Without the Acquired Fund (Underlying Fund) Fees and Expenses, the Total Annual Fund Operating Expenses of the Fund would be 0.57% and 1.07% of the average daily net assets for Class A and Class C Shares, respectively.

NOVEMBER 1, 2007 43

JPMorgan SmartRetirement 2045 Fund (continued)

Example

The example below is intended to help you compare the cost of investing in 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 10/31/08, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of 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
CLASS A SHARES* ($)					649				939
CLASS C SHARES** ($)					282				591

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

				1 Year				3 Years
CLASS A SHARES* ($)					649				939
CLASS C SHARES ($)					182				591

Assumes sales charge is deducted when shares are purchased.

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

44 JPMORGAN SMARTRETIREMENT FUNDS

JPMorgan SmartRetirement 2050 Fund

Fund Summary: Investments, Risk & Performance

What is the goal of the Fund?

The Fund seeks high total return with a shift to current income and some capital appreciation over time as the Fund approaches and passes the target retirement date.

What are the Fund’s main investment strategies?

The JPMorgan SmartRetirement 2050 Fund is a “fund of funds” that mainly invests its assets in a combination of equity, fixed income and short-term mutual funds in the same group of investment companies (i.e., JPMorgan Funds). The Fund’s adviser, JPMIM, uses an asset allocation strategy designed for investors expecting to retire around the year 2050 (the “target retirement date”). Generally, the Adviser will change the Fund’s asset allocation on an annual basis with the asset allocation becoming more conservative as the Fund nears the target retirement date. The Fund’s target allocation as of November 1, 2007 is as follows:

For purposes of the chart, U.S. Equity Funds include small cap funds, mid cap funds, and large cap funds , and International Equity Funds include emerging markets equity funds.

What are the main risks of investing in the Fund?

MAIN RISKS

NOVEMBER 1, 2007 45

JPMorgan SmartRetirement 2050 Fund (continued)

Smaller Companies Risk . Some of the underlying funds invest in securities of smaller companies. Investments in smaller, newer companies may be riskier than investments in larger, more established companies. Securities of smaller companies tend to be less liquid than securities of larger companies. In addition, small companies may be more vulnerable to economic, market and industry changes. Because economic events have a greater impact on smaller companies, there may be greater and more frequent changes in their stock price. This may cause unexpected and frequent decreases in the value of the underlying f und’s investments. Finally, emerging companies in certain sectors may not be profitable and may not anticipate earning profits in the foreseeable future.

46 JPMORGAN SMARTRETIREMENT FUNDS

The Fund’s Performance

The Fund’s fiscal year end is 6/30.

NOVEMBER 1, 2007 47

JPMorgan SmartRetirement 2050 Fund (continued)

Estimated Fees and Expenses for Class A and Class C Shares

SHAREHOLDER FEES (%)

(Fees paid directly from your investment)¹


Maximum Sales Charge (Load) when you buy Shares as a % of O ffering P rice ²	5.25		NONE

Maximum Deferred Sales Charge (Load) as a % of Original Cost of the Shares	NONE	³	1.00

Redemption Fee	NONE		NONE

Exchange Fee	NONE		NONE

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.”

ANNUAL FUND OPERATING EXPENSES (%)

(Expenses that are deducted from Fund assets)


Management Fees	NONE		NONE
Distribution (Rule 12b-1) Fees	0.25		0.75
Shareholder Service Fees¹	0.25		0.25
Other Expenses²	0.07		0.07
Acquired Fund (Underlying Fund) Fees and Expenses³	0.85		0.85

Total Annual Fund Operating Expenses⁴	1.42		1.92
Fee Waivers and/or Expense Reimbursements^1,5	(0.13	)	(0.13	)

Net Expenses⁵	1.29		1.79

“Other Expenses” are based on estimated amounts for the current fiscal year.

JPMIM, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses (excluding Acquired Fund (Underlying Fund) Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.44% and 0.94%, respectively, of the average daily net assets of the Class A and Class C Shares through October 31, 2008. Without the Acquired Fund (Underlying Fund) Fees and Expenses, the Total Annual Fund Operating Expenses of the Fund would be 0.57% and 1.07% of the average daily net assets for Class A and Class C Shares, respectively.

48 JPMORGAN SMARTRETIREMENT FUNDS

Example

The example below is intended to help you compare the cost of investing in 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 10/31/08, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of 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
CLASS A SHARES* ($)					649				939
CLASS C SHARES** ($)					282				591

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

				1 Year				3 Years
CLASS A SHARES* ($)					649				939
CLASS C SHARES ($)					182				591

Assumes sales charge is deducted when shares are purchased.

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

NOVEMBER 1, 2007 49

More About the Funds

Each of the Funds described in this prospectus is a series of JPMorgan Trust I (Trust) and is managed by JPMIM. The underlying funds are managed by JPMIM, JPMorgan Investment Advisors Inc. (JPMIA) or Security Capital Research & Management Incorporated (SC-R&M). Highbridge Capital Management, LLC (HCM) is the sub-adviser to the Highbridge Statistical Market Neutral Fund. JF International Management Inc. (JFIMI) is the sub-adviser to the JPMorgan China Region Fund and the JPMorgan India Fund. JPMIA is under common control with JPMIM. SC-R&M is a subsidiary of JPMIA. JPMorgan Asset Management Holdings Inc. holds a majority interest in HCM. JFIMI is a wholly-owned subsidiary of JPMorgan Asset Management (ASIA) Inc., which is wholly-owned by JPMorgan Asset Management Holdings Inc. As a result, these advisers are considered control affiliates and the underlying funds advised by those entities are in the same group of investment companies. For more information about the Funds and JPMIM, please read “Management of the Funds” and the Statement of Additional Information.

PRINCIPAL INVESTMENT STRATEGIES

The Funds are designed to produce risk-appropriate investment returns by using three major asset classes: stocks, bonds, and cash or cash equivalents. Diversification is primarily achieved by investing in other JPMorgan Funds, but may also be achieved by investing in futures (if permitted) and other securities. A brief description of these underlying JPMorgan Funds can be found in Appendix A. The principal investment strategies that are used to meet each Fund’s investment objective are described in “Fund Summaries: Investments, Risk & Performance” in the front of this prospectus. They are also described below.

The JPMorgan SmartRetirement 2010 Fund, the JPMorgan SmartRetirement 2015 Fund, the JPMorgan SmartRetirement 2020 Fund, the JPMorgan SmartRetirement 2025 Fund, the JPMorgan SmartRetirement 2030 Fund, the JPMorgan SmartRetirement 2035 Fund, the JPMorgan SmartRetirement 2040 Fund, the JPMorgan SmartRetirement 2045 Fund and the JPMorgan SmartRetirement 2050 Fund (collectively, the “Age-Based Funds”) are designed for investors who expect to retire near the applicable target retirement date. The JPMorgan SmartRetirement Income Fund is designed for investors who are retired or expect to retire soon. The Funds are diversified for purposes of the Investment Company Act of 1940, as amended (the Investment Company Act).

JPMIM uses a strategic asset allocation strategy for each of the Age-Based Funds that changes over time as a Fund approaches its target retirement date. As a Fund approaches its target retirement date, each Age-Based Fund’s investment objective migrates from seeking total return to current income. It is anticipated that each Fund’s target asset allocation will match that of the JPMorgan SmartRetirement Income Fund within 1 to 5 years of the target retirement date of the Fund. Once an Age-Based Fund’s asset allocation is substantially the same as the JPMorgan SmartRetirement Income Fund, the Age-Based Fund may combine with the JPMorgan SmartRetirement Income Fund upon approval of the Board of Trustees of the Trust.

For each JPMorgan SmartRetirement Fund, the Adviser sets a target asset allocation among JPMorgan Funds including U.S. large cap equity funds, U.S. mid cap equity funds, U.S. small cap equity funds, REIT funds, international and emerging markets equity funds, U.S. fixed income funds, emerging markets debt funds, high yield fixed income funds, market neutral funds, and money market funds. The JPMorgan Funds in which the JPMorgan SmartRetirement Funds may invest are referred to in this prospectus as the “underlying funds.” For each Age-Based Fund, the Adviser generally establishes the target asset allocation among the underlying funds on an annual basis. However, the Adviser may make tactical changes to the asset allocation model and target asset allocations and ranges or shift investments among the underlying funds when it believes it is beneficial to a Fund or may maintain the target allocation for longer periods of time. For each Fund , the target asset allocation among types of underlying funds as of November 1 , 2007 is set forth below.

50 JPMORGAN SMARTRETIREMENT FUNDS

The Adviser may make changes to the target asset allocation within the ranges indicated below.


	JPMorgan SmartRetirement Income Fund						JPMorgan SmartRetirement 2010 Fund
Type of Investment	Target Asset Allocation			Range			Target Asset Allocation			Range
U.S. Large Cap Equity Funds		15	%		0– 30	%		21	%		6 – 36	%
U.S. Small/Mid Cap Equity Funds		5			0–10			7			0–10
REIT Funds		4			0–10			6			0–20
International Equity Funds		8			0– 23			12			0– 27
Emerging Markets Equity Funds		1			0–5			2			0–10
U.S. Fixed Income Funds		49			30–90			42			20–80
Emerging Markets Debt Funds		4			0–15			4			0–15
High Yield Fixed Income Funds		4			0–15			4			0–15
Money Market Funds/Cash and Cash Equivalents		10			0–20			2			0–10
Market Neutral Funds		0			0–20			0			0–20


	JPMorgan SmartRetirement 2015 Fund						JPMorgan SmartRetirement 2020 Fund
Type of Investment	Target Asset Allocation			Range			Target Asset Allocation			Range
U.S. Large Cap Equity Funds		27	%		12– 42	%		32	%		17 – 47	%
U.S. Small/Mid Cap Equity Funds		7			0–20			8			0–20
REIT Funds		7			0–20			9			0–20
International Equity Funds		14			0 – 30			16			0 –30
Emerging Markets Equity Funds		3			0–10			4			0–10
U.S. Fixed Income Funds		34			20–60			25			10–50
Emerging Markets Debt Funds		4			0–15			3			0–15
High Yield Fixed Income Funds		4			0–15			3			0–15
Money Market Funds/Cash and Cash Equivalents		0			0–10			0			0–10
Market Neutral Funds		0			0–20			0			0–20


	JPMorgan SmartRetirement 2025 Fund						JPMorgan SmartRetirement 2030 Fund
Type of Investment	Target Asset Allocation			Range			Target Asset Allocation			Range
U.S. Large Cap Equity Funds		35	%		20 – 50	%		38	%		2 0 – 55	%
U.S. Small/Mid Cap Equity Funds		9			0–20			10			0–20
REIT Funds		9			0–20			10			0–20
International Equity Funds		18			5 – 35			20			5 – 35
Emerging Markets Equity Funds		4			0–10			5			0–10
U.S. Fixed Income Funds		19			0–40			11			0–40
Emerging Markets Debt Funds		3			0–15			3			0–15
High Yield Fixed Income Funds		3			0–1 5			3			0–15
Money Market Funds/Cash and Cash Equivalents		0			0–10			0			0–10
Market Neutral Funds		0			0–20			0			0–20

NOVEMBER 1, 2007 51

More About the Funds (continued)


	JPMorgan SmartRetirement 2035 Fund						JPMorgan SmartRetirement 2040 Fund
Type of Investment	Target Asset Allocation			Range			Target Asset Allocation			Range
U.S. Large Cap Equity Funds		39	%		25 – 55	%		39	%		25 – 55	%
U.S. Small/Mid Cap Equity Funds		10			0–20			10			0–20
REIT Funds		10			0–20			10			0–20
International Equity Funds		20			5 –3 5			20			5 – 35
Emerging Markets Equity Funds		5			0–10			5			0–10
U.S. Fixed Income Funds		10			0–40			10			0–40
Emerging Markets Debt Funds		3			0–15			3			0–15
High Yield Fixed Income Funds		3			0–1 5			3			0–15
Money Market Funds/Cash and Cash Equivalents		0			0–10			0			0–10
Market Neutral Funds		0			0–20			0			0–20


	JPMorgan SmartRetirement 2045 Fund						JPMorgan SmartRetirement 2050 Fund
Type of Investment	Target Asset Allocation			Range			Target Asset Allocation			Range
U.S. Large Cap Equity Funds		39	%		25 – 55	%		39	%		25 – 55	%
U.S. Small/Mid Cap Equity Funds		10			0–20			10			0–20
REIT Funds		10			0–20			10			0–20
International Equity Funds		20			5 – 35			20			5 – 35
Emerging Markets Equity Funds		5			0–10			5			0–10
U.S. Fixed Income Funds		10			0–40			10			0–40
Emerging Markets Debt Funds		3			0–15			3			0–15
High Yield Fixed Income Funds		3			0–1 5			3			0–1 5
Money Market Funds/Cash and Cash Equivalents		0			0–10			0			0–10
Market Neutral Funds		0			0–20			0			0–20

52 JPMORGAN SMARTRETIREMENT FUNDS

Each of the JPMorgan SmartRetirement Funds may invest in any of the following underlying JPMorgan Funds within the following ranges, subject to changes as described above.


	Income Fund			2010 Fund			2015 Fund			2020 Fund			2025 Fund
U.S. LARGE CAP EQUITY FUNDS
JPMorgan Disciplined Equity Fund		0–20	%		0–25	%		0–32	%		0–40	%		0–46	%
JPMorgan Equity Income Fund		0–20			0–25			0–32			0–40			0–46
JPMorgan Equity Index Fund		0–20			0–25			0–32			0–40			0–46
JPMorgan Intrepid America Fund		0–20			0–25			0–32			0–40			0–46
JPMorgan Intrepid Growth Fund		0–20			0–25			0–32			0–40			0–46
JPMorgan Intrepid Plus Fund		0–20			0–25			0–32			0–40			0–46
JPMorgan Intrepid Value Fund		0–20			0–25			0–32			0–40			0–46
JPMorgan Large Cap Growth Fund		0–20			0–25			0–32			0–40			0–46
JPMorgan Large Cap Value Fund		0–20			0–25			0–32			0–40			0–46
JPMorgan U.S. Equity Fund		0–20			0–25			0–32			0–40			0–46
JPMorgan U.S. Large Cap Core Plus Fund		0–20			0–25			0–32			0–40			0–46
JPMorgan Value Discovery Fund		0–20			0–25			0–32			0–40			0–46

MARKET NEUTRAL FUNDS
Highbridge Statistical Market Neutral Fund		0–10			0–10			0–10			0–10			0–10
JPMorgan Market Neutral Fund		0–10			0–10			0–10			0–10			0–10
JPMorgan Multi-Cap Market Neutral Fund		0–10			0–10			0–10			0–10			0–10


	2030 Fund			2035 Fund			2040 Fund			2045 Fund			2050 Fund
U.S. LARGE CAP EQUITY FUNDS
JPMorgan Disciplined Equity Fund		0–46	%		0–46	%		0–46	%		0–46	%		0–46	%
JPMorgan Equity Income Fund		0–46			0–46			0–46			0–46			0–46
JPMorgan Equity Index Fund		0–46			0–46			0–46			0–46			0–46
JPMorgan Intrepid America Fund		0–46			0–46			0–46			0–46			0–46
JPMorgan Intrepid Growth Fund		0–46			0–46			0–46			0–46			0–46
JPMorgan Intrepid Plus Fund		0–46			0–46			0–46			0–46			0–46
JPMorgan Intrepid Value Fund		0–46			0–46			0–46			0–46			0–46
JPMorgan Large Cap Growth Fund		0–46			0–46			0–46			0–46			0–46
JPMorgan Large Cap Value Fund		0–46			0–46			0–46			0–46			0–46
JPMorgan U.S. Equity Fund		0–46			0–46			0–46			0–46			0–46
JPMorgan U.S. Large Cap Core Plus Fund		0–46			0–46			0–46			0–46			0–46
JPMorgan Value Discovery Fund		0–46			0–46			0–46			0–46			0–46

MARKET NEUTRAL FUNDS
Highbridge Statistical Market Neutral Fund		0–10			0–10			0–10			0–10			0–10
JPMorgan Market Neutral Fund		0–10			0–10			0–10			0–10			0–10
JPMorgan Multi-Cap Market Neutral Fund		0–10			0–10			0–10			0–10			0–10

NOVEMBER 1, 2007 53

More About the Funds (continued)


	Income Fund			2010 Fund			2015 Fund			2020 Fund			2025 Fund
U.S. SMALL/MID CAP EQUITY FUNDS
JPMorgan Capital Growth Fund		0–10	%		0–10	%		0–20	%		0–20	%		0–20	%
JPMorgan Diversified Mid Cap Growth Fund		0–10			0–10			0–20			0–20			0–20
JPMorgan Diversified Mid Cap Value Fund*		0–10			0–10			0–20			0–20			0–20
JPMorgan Dynamic Small Cap Growth Fund		0–10			0–10			0–20			0–20			0–20
JPMorgan Growth Advantage Fund		0–10			0–10			0–20			0–20			0–20
JPMorgan Intrepid Mid Cap Fund		0–10			0–10			0–20			0–20			0–20
JPMorgan Intrepid Multi Cap Fund		0–10			0–10			0–20			0–20			0–20
JPMorgan Market Expansion Index Fund		0–10			0–10			0–20			0–20			0–20
JPMorgan Micro Cap Fund		0–10			0–10			0–20			0–20			0–20
JPMorgan Mid Cap Equity Fund*		0–10			0–10			0–20			0–20			0–20
JPMorgan Mid Cap Value Fund*		0–10			0–10			0–20			0–20			0–20
JPMorgan Small Cap Core Fund*		0–10			0–10			0–20			0–20			0–20
JPMorgan Small Cap Equity Fund		0–10			0–10			0–20			0–20			0–20
JPMorgan Small Cap Growth Fund		0–10			0–10			0–20			0–20			0–20
JPMorgan Small Cap Value Fund		0–10			0–10			0–20			0–20			0–20
JPMorgan Strategic Small Cap Value Fund		0–10			0–10			0–20			0–20			0–20
JPMorgan U.S. Small Company Fund		0–10			0–10			0–20			0–20			0–20
JPMorgan Value Advantage Fund		0–10			0–10			0–20			0–20			0–20
Undiscovered Managers Behavioral Growth Fund		0–10			0–10			0–20			0–20			0–20
Undiscovered Managers Behavioral Value Fund		0–10			0–10			0–20			0–20			0–20
Undiscovered Managers Small Cap Growth Fund		0–10			0–10			0–20			0–20			0–20

The designated underlying fund is currently closed to new investors. The JPMorgan SmartRetirement Funds will not invest in such fund until it is open to new investors such as JPMorgan SmartRetirement Funds.

54 JPMORGAN SMARTRETIREMENT FUNDS


	2030 Fund			2035 Fund			2040 Fund			2045 Fund			2050 Fund
U.S. SMALL/MID CAP EQUITY FUNDS
JPMorgan Capital Growth Fund		0–20	%		0–20	%		0–20	%		0–20	%		0–20	%
JPMorgan Diversified Mid Cap Growth Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan Diversified Mid Cap Value Fund*		0–20			0–20			0–20			0–20			0–20
JPMorgan Dynamic Small Cap Growth Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan Growth Advantage Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan Intrepid Mid Cap Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan Intrepid Multi Cap Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan Market Expansion Index Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan Micro Cap Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan Mid Cap Equity Fund*		0–20			0–20			0–20			0–20			0–20
JPMorgan Mid Cap Value Fund*		0–20			0–20			0–20			0–20			0–20
JPMorgan Small Cap Core Fund*		0–20			0–20			0–20			0–20			0–20
JPMorgan Small Cap Equity Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan Small Cap Growth Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan Small Cap Value Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan Strategic Small Cap Value Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan U.S. Small Company Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan Value Advantage Fund		0–20			0–20			0–20			0–20			0–20
Undiscovered Managers Behavioral Growth Fund		0–20			0–20			0–20			0–20			0–20
Undiscovered Managers Behavioral Value Fund		0–20			0–20			0–20			0–20			0–20
Undiscovered Managers Small Cap Growth Fund		0–20			0–20			0–20			0–20			0–20

NOVEMBER 1, 2007 55

More About the Funds (continued)


	Income Fund			2010 Fund			2015 Fund			2020 Fund			2025 Fund
REIT FUNDS
JPMorgan International Realty Fund		0–10	%		0–20	%		0–20	%		0–20	%		0–20	%
JPMorgan Realty Income Fund		0–10			0–20			0–20			0–20			0–20
JPMorgan U.S. Real Estate Fund		0–10			0–20			0–20			0–20			0–20

INTERNATIONAL EQUITY FUNDS
JPMorgan Asia Equity Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan China Region Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan India Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan International Equity Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan International Equity Index Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan International Opportunities Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan International Value Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan Intrepid European Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan Intrepid International Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan Japan Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan Latin America Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan Russia Fund		0–20			0–20			0–20			0–20			0–20

EMERGING MARKETS EQUITY FUNDS
JPMorgan Emerging Markets Equity Fund		0–5			0–10			0–10			0–10			0–10

U.S. FIXED INCOME FUNDS
JPMorgan Bond Fund		0–90			0–80			0–60			0–50			0–40
JPMorgan Core Bond Fund		0–90			0–80			0–60			0–50			0–40
JPMorgan Core Plus Bond Fund		0–90			0–80			0–60			0–50			0–40
JPMorgan Enhanced Income Fund		0–90			0–80			0–60			0–50			0–40
JPMorgan Government Bond Fund		0–90			0–80			0–60			0–50			0–40
JPMorgan Intermediate Bond Fund		0–90			0–80			0–60			0–50			0–40
JPMorgan Mortgage-Backed Securities Fund		0–90			0–80			0–60			0–50			0–40
JPMorgan Real Return Fund		0–90			0–80			0–60			0–50			0–40
JPMorgan Short Term Bond Fund		0–90			0–80			0–60			0–50			0–40
JPMorgan Short Term Bond Fund II		0–90			0–80			0–60			0–50			0–40
JPMorgan Strategic Income Fund		0–90			0–80			0–60			0–50			0–40
JPMorgan Treasury & Agency Fund		0–90			0–80			0–60			0–50			0–40
JPMorgan Ultra Short Duration Bond Fund		0–90			0–80			0–60			0–50			0–40

56 JPMORGAN SMARTRETIREMENT FUNDS


	2030 Fund			2035 Fund			2040 Fund			2045 Fund			2050 Fund
REIT FUNDS
JPMorgan International Realty Fund		0–20	%		0–20	%		0–20	%		0–20	%		0–20	%
JPMorgan Realty Income Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan U.S. Real Estate Fund		0–20			0–20			0–20			0–20			0–20

INTERNATIONAL EQUITY FUNDS
JPMorgan Asia Equity Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan China Region Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan India Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan International Equity Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan International Equity Index Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan International Opportunities Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan International Value Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan Intrepid European Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan Intrepid International Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan Japan Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan Latin America Fund		0–20			0–20			0–20			0–20			0–20
JPMorgan Russia Fund		0–20			0–20			0–20			0–20			0–20

EMERGING MARKETS EQUITY FUNDS
JPMorgan Emerging Markets Equity Fund		0–10			0–10			0–10			0–10			0–10

U.S. FIXED INCOME FUNDS
JPMorgan Bond Fund		0–40			0–40			0–40			0–40			0–40
JPMorgan Core Bond Fund		0–40			0–40			0–40			0–40			0–40
JPMorgan Core Plus Bond Fund		0–40			0–40			0–40			0–40			0–40
JPMorgan Enhanced Income Fund		0–40			0–40			0–40			0–40			0–40
JPMorgan Government Bond Fund		0–40			0–40			0–40			0–40			0–40
JPMorgan Intermediate Bond Fund		0–40			0–40			0–40			0–40			0–40
JPMorgan Mortgage-Backed Securities Fund		0–40			0–40			0–40			0–40			0–40
JPMorgan Real Return Fund		0–40			0–40			0–40			0–40			0–40
JPMorgan Short Term Bond Fund		0–40			0–40			0–40			0–40			0–40
JPMorgan Short Term Bond Fund II		0–40			0–40			0–40			0–40			0–40
JPMorgan Strategic Income Fund		0–40			0–40			0–40			0–40			0–40
JPMorgan Treasury & Agency Fund		0–40			0–40			0–40			0–40			0–40
JPMorgan Ultra Short Duration Bond Fund		0–40			0–40			0–40			0–40			0–40

NOVEMBER 1, 2007 57

More About the Funds (continued)


	Income Fund			2010 Fund			2015 Fund			2020 Fund			2025 Fund
EMERGING MARKETS DEBT FUNDS
JPMorgan Emerging Markets Debt Fund		0–15	%		0–15	%		0–15	%		0–15	%		0–15	%

HIGH YIELD FIXED INCOME FUNDS
JPMorgan High Yield Bond Fund		0– 15			0– 15			0– 15			0– 15			0– 15

MONEY MARKET FUNDS
JPMorgan 100% U.S. Treasury Securities Money Market Fund		0–20			0–10			0–10			0–10			0–10
JPMorgan Federal Money Market Fund		0–20			0–10			0–10			0–10			0–10
JPMorgan Liquid Assets Money Market Fund		0–20			0–10			0–10			0–10			0–10
JPMorgan Prime Money Market Fund		0–20			0–10			0–10			0–10			0–10
JPMorgan U.S. Government Money Market Fund		0–20			0–10			0–10			0–10			0–10
JPMorgan U.S. Treasury Plus Money Market Fund		0–20			0–10			0–10			0–10			0–10


	2030 Fund			2035 Fund			2040 Fund			2045 Fund			2050 Fund
EMERGING MARKETS DEBT FUNDS
JPMorgan Emerging Markets Debt Fund		0–15	%		0–15	%		0–15	%		0–15	%		0–15	%

HIGH YIELD FIXED INCOME FUNDS
JPMorgan High Yield Bond Fund		0– 15			0– 15			0– 15			0– 15			0– 15

MONEY MARKET FUNDS
JPMorgan 100% U.S. Treasury Securities Money Market Fund		0–10			0–10			0–10			0–10			0–10
JPMorgan Federal Money Market Fund		0–10			0–10			0–10			0–10			0–10
JPMorgan Liquid Assets Money Market Fund		0–10			0–10			0–10			0–10			0–10
JPMorgan Prime Money Market Fund		0–10			0–10			0–10			0–10			0–10
JPMorgan U.S. Government Money Market Fund		0–10			0–10			0–10			0–10			0–10
JPMorgan U.S. Treasury Plus Money Market Fund		0–10			0–10			0–10			0–10			0–10

58 JPMORGAN SMARTRETIREMENT FUNDS

The Funds invest in R Class Shares to the extent that they are available. However, many of the underlying funds currently do not have R Class Shares. As a result, the Funds may invest in Institutional Class Shares of the underlying funds. Institutional Class Shares have higher expenses than R Class Shares. To the extent that the Funds invest in underlying funds without R Class Shares, the Funds’ total expenses will be higher.

Additional JPMorgan Funds may be added to the list of underlying funds from time to time. Although the JPMorgan SmartRetirement Funds mainly invests in JPMorgan Funds and cash and cash equivalents, the Funds, to the extent permitted by applicable law or exemptive relief obtained from the SEC, may also invest in futures and other types of securities in lieu of the underlying funds to overweight or underweight allocations among various sectors and markets. Under ordinary circumstances, the Funds will not invest more than 20% of their total assets in futures and other securities; provided, however, the Funds may invest up to 40% of their total assets in futures and other securities for temporary defensive purposes or to respond to unusual market conditions or large cash inflows.

There can be no assurance that the Funds will achieve their investment objectives. Please note that each Fund also may use strategies that are not described herein, but which are described in the Statement of Additional Information. The Funds’ Board of Trustees may change any of these investment policies (but not a Fund’s investment objective) without shareholder approval. For more information about risks associated with the types of investments that the Funds purchase, please read “Fund Summaries: Investments, Risk & Performance” and the Statement of Additional Information.

TEMPORARY DEFENSIVE POSITIONS

For liquidity and to respond to unusual market conditions, the Funds may invest all or most of their assets in cash and cash equivalents for temporary defensive purposes. These investments may result in a lower yield than lower-quality or longer-term investments, and prevent the Funds from meeting their investment objectives.

WHAT IS A CASH EQUIVALENT?

Cash equivalents are highly liquid, high-quality instruments with maturities of three months or less on the date they are purchased. They include securities issued by the U.S. government, its agencies and instrumentalities, repurchase agreements (other than equity repurchase agreements), certificates of deposit, bankers’ acceptances, commercial paper (rated in one of the two highest rating categories), variable rate master demand notes, money market mutual funds and bank money market deposit accounts.

While the Funds are engaged in a temporary defensive position, they will not be pursuing their investment objectives. Therefore, the Funds will pursue a temporary defensive position only when market conditions warrant.

PORTFOLIO TURNOVER

Portfolio turnover may vary greatly from year to year, as well as within a particular year. Higher portfolio turnover rates will likely result in higher transaction costs to the Funds and may result in additional tax consequences to you. The portfolio turnover rate for each Fund for the fiscal year ended June 30, 2007, other than the JPMorgan SmartRetirement 2025 Fund, the JPMorgan SmartRetirement 2035 Fund, the JPMorgan SmartRetirement 2045 Fund, and the JPMorgan SmartRetirement 2050 Fund, is shown in the Financial Highlights. The portfolio turnover rate for each of the JPMorgan SmartRetirement 2025 Fund, the JPMorgan SmartRetirement 2035 Fund, the JPMorgan SmartRetirement 2045 Fund, and the JPMorgan SmartRetirement 2050 Fund is expected to be below 100%. To the extent portfolio turnover results in short-term capital gains, such gains will generally be taxable to you as ordinary income .

NOVEMBER 1, 2007 59

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 & Co. (JPMorgan Chase), that have entered into agreements with JPMorgan Distribution Services, Inc. (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 and Class C Shares may be purchased by the general public.

When can I buy shares?

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 Financial Intermediary after the NYSE closes will be effective the following business day.

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

The JPMorgan 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 or preceded by a redemption or exchange out of the same Fund. If the Distributor detects that you have completed two round trips within 60 days in the same Fund, the Distributor will reject your purchase and exchange orders for a period of at least 90 days. For subsequent violations, the Distributor may, in its sole discretion, reject your purchase and exchange orders temporarily or permanently. 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

60 JPMORGAN SMARTRETIREMENT FUNDS

JPMorgan 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’ own operational systems and procedures will identify and eliminate all market-timing strategies. 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 are not known by the Funds. While the Funds seek to monitor for market timing activities in omnibus accounts, the netting effect limits the Funds’ ability to locate and eliminate individual market timers. As a result, the Funds are often dependent upon Financial Intermediaries who utilize their own policies and procedures to identify market timers. These policies and procedures may be different than those utilized by the Funds.

The JPMorgan Funds will seek to apply the Funds’ market timing policies and restrictions as uniformly as practicable to accounts with the Funds, except with respect to the following:

Trades that occur through omnibus accounts at Financial Intermediaries as described above,

Purchase s , redemptions and exchanges made on a systematic basis,

Automatic reinvestments of dividends and distributions,

Purchases, redemptions or exchanges that are part of a rebalancing program, such as a wrap program, or

Bona fide asset allocation programs.

Please see the Statement of Additional Information for a further description of these arrangements.

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 and Class C Shares, all of which are available to the general public.

Class A Shares

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

Sales charges are reduced on investments of $50,000 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 contingent deferred sales charge (CDSC) except for purchases of $1 million or more, which are not subject to an upfront sales charge. Please see “Sales Charges.”

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

NOVEMBER 1, 2007 61

How to Do Business with the Funds (continued)

There is no maximum investment amount for Class A Shares.

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.

Class C Shares have higher Rule 12b-1 fees than Class A Shares. Class C Shares are not converted to Class A Shares. That means you keep paying the higher Rule 12b-1 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 A Shares.

There is no maximum investment amount for Class C Shares.

Which class of shares is best?

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 Rule 121-b fees, which are lower for Class A Shares. These fees appear in the table called Annual Fund Operating Expenses for each Fund, in the section “Fund Summar y: Investments, Risk & Performance.”

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.

The NAV of the Fund is calculated based on the reported NAV of the various underlying funds as well as the market value of the Fund’s direct investments in futures and other securities. The market value of an underlying fund’s investments and the Funds’ direct investments in futures (if permitted) and other securities is determined primarily on the basis of readily available market quotations for the fund’s portfolio securities. 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 or an underlying fund’s NAV is calculated, that security may be valued at its fair value in accordance with policies and procedures adopted by the JPMorgan Funds’ Board of Trustees. A security’s valuation may differ depending on the method used for determining value. In addition, the JPMorgan Funds have implemented fair value pricing on a daily basis for all equity securities, except for North American, Central American, South American and Caribbean equity securities, held by the JPMorgan Funds. The fair value pricing utilizes the quotations of an independent pricing service unless the adviser, in accordance with valuation procedures adopted by the JPMorgan 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.

62 JPMORGAN SMARTRETIREMENT FUNDS

How do I open an account?

Read the prospectus carefully, and select the Fund or Funds and share class most appropriate for you.

Decide how much you want to invest.

Class A and Class C Shares are subject to a $500 minimum investment requirement per Fund. You are required to maintain a minimum account balance equal to the minimum initial investment in each Fund. Subsequent investments must be at least $25 per Fund.

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? ”

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.

Send the completed Account Application and a check to:

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

NOVEMBER 1, 2007 63

How to Do Business with the Funds (continued)

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:

Orders by wire may be cancelled if JPMorgan Funds Services does not receive payment by 4:00 p.m. E.T. 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:

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 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 $500 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

SALES CHARGES

The tables in the sections 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 “Management of the Funds.”

64 JPMORGAN SMARTRETIREMENT FUNDS

Class A Shares

The table below shows the amount of sales charges 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 FUNDS¹

Amount of Purchases
Less than $50,000	5.25	5.54	4.75
$50,000–$99,999	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	**

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

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 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 or all of the Class A Shares during the first 12 months after purchase or 0.50% of the purchase price if you redeem any or all of the Class A Shares between 12 and 18 months after purchase. These charges apply unless the Distributor receives notice before you invest indicating that your Financial Intermediary is waiving its commission. For purposes of these charges, such charges apply to exchanges into money market funds. If you exchange your Class A Shares of the Fund 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 the Fund 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 in Class A Shares. These commissions are paid at the rate of up to 1% 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.

Reducing Your Class A Sales Charges

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 JPMorgan 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 Share holdings 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:

Your account(s);

Account(s) of your spouse or domestic partner;

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

Solely controlled business accounts; and

NOVEMBER 1, 2007 65

How to Do Business with the Funds (continued)

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

Waiver of the Class A Sales Charge

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

Bought with the reinvestment of dividends and capital gains distributions.

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

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:

•

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.

Bought by employees of:

•

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

•

66 JPMORGAN SMARTRETIREMENT FUNDS

members (i.e., spouses, domestic partners, children, grandchildren, parents, grandparents, and any dependent of the employee, as defined in Section 152 of the Internal Revenue Code ).

•

Washington Management Corporation and its subsidiaries and affiliates.

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.

•

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.

•

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

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.

Bought when one Fund invests in another JPMorgan Fund.

10.

Bought in connection with plans of reorganizations 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.

11.

Purchased during a JPMorgan Fund’s special offering.

12.

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.

NOVEMBER 1, 2007 67

How to Do Business with the Funds (continued)

How the 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 C Shares, 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 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.

Waiver of the Class C CDSC

No CDSC is imposed on redemptions of Class C Shares of the Funds:

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.

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

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

Exchanged for Class C Shares of other JPMorgan Funds. However, you may pay a sales charge 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? ”

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.

RULE 12b-1 FEES

68 JPMORGAN SMARTRETIREMENT FUNDS

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:

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.

Rule 12b-1 fees, together with the CDSC, help the Distributor sell 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.

SHAREHOLDER SERVICING FEES

The Trust, on behalf of the Funds, has entered into a shareholder servicing agreement with 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 0.25% of the average daily net assets of the Class A and Class C Shares of each Fund. JPMDS may enter into service agreements with Financial Intermediaries under which it will pay all or a portion of the 0.25% annual fee to such Financial Intermediaries for performing shareholder and administrative services.

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?

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.

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.

When are exchanges processed?

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

•

The Fund receives the request by 4:00 p.m. ET (or before the NYSE closes, if the NYSE closes before 4:00 p.m. ET).

•

You have contacted your Financial Intermediary, if necessary.

NOVEMBER 1, 2007 69

How to Do Business with the Funds (continued)

•

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” and below.

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

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

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?

REDEEMING FUND SHARES

When can I redeem shares?

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.

70 JPMORGAN SMARTRETIREMENT FUNDS

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

A financial institution; or

Your Financial Intermediary.

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 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.

You may write to:

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

Can I redeem on a systematic basis?

Yes

•

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:

•

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 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.

NOVEMBER 1, 2007 71

How to Do Business with the Funds (continued)

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 the shares issued by the underlying funds and other 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.

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.

The Funds may suspend your ability to redeem when:

Trading on the NYSE is restricted;

The NYSE is closed (other than weekend and holiday closings);

Federal securities laws permit;

The SEC has permitted a suspension; or

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.

72 JPMORGAN SMARTRETIREMENT FUNDS

Shareholder Information

DISTRIBUTIONS AND TAXES

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

Each Fund generally declares dividends on the last business day of each quarter. Dividends are distributed on the first business day of the next month after they are declared. The Funds generally distribute net investment income, if any, at least annually. The Funds will distribute net capital gain (that is, the excess of net long-term capital gain over net short-term capital loss), if any, at least annually. For each taxable year, the Funds will distribute substantially all of its net investment income and net capital gain.

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.

For federal income tax purposes, distributions of net investment income and any net short-term capital gain (see below) are taxable generally as ordinary income. Dividends of net investment income paid to a non-corporate U.S. shareholder during a taxable year beginning before January 1, 2011 that are properly designated as qualified dividend income will be taxable generally to such shareholder at a maximum rate of 15%. The amount of dividend income that may be so designated by a Fund will be limited generally to the aggregate of the eligible dividends received by the Fund. In addition, a Fund must meet certain holding period and other requirements with respect to the shares on which the Fund received the eligible dividends, and the non-corporate U.S. shareholder must meet certain holding period and other requirements with respect to the Fund shares. Dividends of net investment income that are not designated as qualified dividend income will be taxable as ordinary income.

If you receive distributions that are properly designated as capital gain dividends, the tax rate will be based on how long a Fund held a particular asset, not on how long you have owned your shares. Distributions of net capital gain from the sale of investments that a Fund owned for more than one year and that are properly designated by a Fund as capital gain dividends will be taxable as long-term capital gain. Capital gain dividends of a non-corporate U.S. shareholder recognized during a taxable year beginning before January 1, 2011 generally will be taxed at a maximum rate of 15%. Distributions of net short -term capital gain in excess of net long-term capital loss, if any, will be taxable to shareholders as ordinary income. Capital gain of a corporate shareholder is taxed at the same rate as ordinary income. Any gain resulting from the sale or exchange of Fund shares will be taxable as long-term or short-term gain, depending upon how long you have held your shares.

Distributions by a Fund to retirement plans and other entities that qualify for tax-exempt treatment under federal income tax laws will not be taxable. Special tax rules apply to investments by such entities. You should consult your tax advisor to determine the suitability of a Fund as an investment and the tax treatment of distributions.

A Fund’s investments in derivative instruments may cause the 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 liquidate other investments in its portfolio that it otherwise would have continued to hold (including at times when it is not advantageous to do so). Please see the Statement of Additional Information for additional discussion of the tax consequences of these investments to a Fund.

The dates on which dividends and capital gain will be distributed are available online at www.jpmorganfunds.com.

A Fund’s use of a fund-of-funds structure could affect the amount, timing and character of distributions from the Fund, and therefore, may increase the amount of taxes payable by shareholders. See “Distributions and Tax Matters — Investment in Other Funds” In the Statement of Additional Information.

Early in each calendar year, the Funds will send you a notice showing the amount of distributions you received in the preceding year and the tax status of those distributions.

Any investor for whom a Fund does not have a valid Taxpayer Identification Number may be subject to backup withholding.

NOVEMBER 1, 2007 73

Shareholder Information (continued)

SHAREHOLDER STATEMENTS AND REPORTS

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 that 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 periodically send you proxy statements and other reports.

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 Funds to JPMIM. 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 JPMorgan 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

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 JPMorgan Funds’ website at www.jpmorganfunds.com and on the SEC’s website at www.sec.gov.

Each of the Funds will disclose the complete holdings list and the percentage that each of the underlying funds represents of the Fund’s total assets as of the most recent month end online at www.jpmorganfunds.com, no sooner than ten calendar days after month end.

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.

74 JPMORGAN SMARTRETIREMENT FUNDS

Management of the Funds

The Adviser, Administrator and Distributor

J.P. Morgan Investment Management Inc. (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, a bank holding company.

JPMorgan Funds Management, Inc. (the Administrator) (1111 Polaris Parkway, Suite 2-J, Columbus, Ohio 43 230 ) provides administrative services and oversees the Funds’ other service providers. The Administrator does not receive a separate fee for services to the JPMorgan SmartRetirement Funds but does receive fees for its services to the underlying funds. The Administrator is an indirect, wholly-owned subsidiary of JPMorgan Chase.

JPMorgan Distribution Services, Inc. (the Distributor or JPMDS) (1111 Polaris Parkway, Suite 2-J , Columbus, Ohio 43 230 ) is the distributor for the Funds. The Distributor is a direct, wholly-owned subsidiary of JPMorgan Chase.

A discussion of the basis the Board of Trustees used in approving the investment advisory agreement for each Fund (except the JPMorgan SmartRetirement 2025 Fund, JPMorgan SmartRetirement 2035 Fund, JPMorgan SmartRetirement 2045 Fund, and JPMorgan SmartRetirement 2050 Fund) is included in that Fund’s semi-annual report for the six-month period ended December 31. A discussion of the basis the Board of Trustees used in approving the investment advisory agreement for the JPMorgan SmartRetirement 2025 Fund, JPMorgan SmartRetirement 2035 Fund, JPMorgan SmartRetirement 2045 Fund, and JPMorgan SmartRetirement 2050 Fund, will be available in the shareholder report of the period after the first re-approval of the investment advisory agreement.

Advisory Fees

JPMIM does not charge an investment advisory fee for its services to the Funds, although it and its affiliates receive investment advisory fees from the underlying funds.

Additional Compensation to Financial Intermediaries

JPMIM, JPMDS, and from time to time, other affiliates of JPMorgan Chase, 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 JPMDS. These additional cash payments are payments over and above any sales charges (including Rule 12b-1 fees), shareholder servicing , sub-transfer agency and/or networking fees that are paid to such Financial Intermediaries, as described elsewhere in this prospectus. These additional cash payments are generally made to Financial Intermediaries, that provide shareholder , sub-transfer agency 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 and/or for training and educating a Financial Intermediary’s employees . 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. Such additional compensation may provide such Financial Intermediaries with an incentive to favor sales of shares of the JPMorgan Funds over other investment options they make available to their customers. See the Statement of Additional Information for more information.

The Fund Managers

The Funds are managed by JPMIM’s Global Multi-Asset Group (GMAG) which is led by Patrik Jakobson. Subject to oversight by Mr. Jakobson, Anne Lester and Michael Schoenhaut, CFA, both members of GMAG, serve as portfolio managers for the Funds. Mr. Jakobson, Ms. Lester and Mr. Schoenhaut have been the portfolio managers for the Funds since their inception. In their capacity as portfolio managers, Ms. Lester, Mr. Schoenhaut, and the team of portfolio managers and analysts manage the portfolio construction, investment strategy selection and tactical asset allocation processes for each Fund, which is comprised of the underlying equity and fixed income strategies. Mr. Jakobson, as portfolio manager and head of GMAG, is responsible for managing GMAG’s tactical allocation investment process and global portfolio strategy. An employee of JPMIM since 1987, Mr. Jakobson has served as portfolio manager for the firm’s global asset allocation and balanced portfolios since 1995 and has worked extensively with institutional clients on strategic asset allocation issues. Ms. Lester has been a portfolio manager in GMAG since June 2000, and is responsible for managing multi-asset class portfolios for defined contribution and defined

NOVEMBER 1, 2007 75

Management of the Funds (continued)

benefit clients. She joined JPMIM in 1992 and, prior to her current role, worked in the Product Development group, as a fixed income and currency trader and as a fixed income portfolio manager. Mr. Schoenhaut is head of quantitative portfolio management for GMAG. An employee since 1997, he is currently responsible for quantitative research for balanced strategies and for the implementation of strategy across balanced accounts. His areas of focus include tactical asset allocation, portfolio construction, strategic asset allocation, and portfolio implementation.

JPMIM, JPMIA, and SC-R&M serve as the advisers, and certain affiliates serve as sub-advisers, to the underlying mutual funds, for which they receive a fee.

The Funds’ Statement of Additional Information provides information about the other accounts managed by the portfolio managers, if any, the structure of their compensation and their ownership of Fund securities.

76 JPMORGAN SMARTRETIREMENT FUNDS

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

None of the actions described below allege that any unlawful activity took place with respect to the JPMorgan SmartRetirement Funds whose shares are offered in this prospectus. The following summary is provided because certain of the underlying funds are subject to the actions described below.

Prior to becoming an affiliate of JPMorgan Chase, on June 29, 2004, Banc One Investment Advisors Corporation (BOIA), now known as JPMorgan Investment Advisors Inc., entered into agreements with the Securities and Exchange Commission (the SEC) and the New York Attorney General (NYAG) in resolution of investigations conducted by the SEC and the NYAG into market timing of certain underlying funds, possible late trading of certain underlying funds and related matters. In its settlement with the SEC, BOIA 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, BOIA agreed to pay disgorgement of $10 million and a civil money penalty of $40 million for a total payment of $50 million, which is being distributed to certain current and former shareholders of certain underlying funds. Pursuant to the settlement agreement with the NYAG, BOIA reduced its management fee for certain underlying funds which were series of One Group Mutual Funds, now known as JPMorgan Trust II, in the aggregate amount of approximately $8 million annually over a five-year period commencing September, 2004.

In addition to the matters involving the SEC and NYAG, various lawsuits were filed by private plaintiffs in connection with these circumstances in various state and federal courts. These actions were 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. The plaintiffs filed consolidated amended complaints, naming as defendants, among others, BOIA, Bank One Corporation and JPMorgan Chase (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, and certain current and former Trustees of One Group Mutual Funds. These complaints alleged, 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.

The foregoing speaks only as of the date of this prospectus. Additional lawsuits presenting allegations and requests for relief arising out of the foregoing matters may be filed against these and related parties in the future.

JPMorgan Investment Advisors Inc. serves as investment adviser to some of the underlying funds.

NOVEMBER 1, 2007 77

Financial Highlights

The financial highlights table is intended to help you understand the Funds’ financial performance for the past fiscal period s . Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Funds (assuming reinvestment of all dividends and distributions). Because the JPMorgan SmartRetirement 2025 Fund, the JPMorgan SmartRetirement 2035 Fund, the JPMorgan SmartRetirement 2045 Fund and the JPMorgan SmartRetirement 2050 Fund were launched on July 31, 2007 , no financial highlights for those Funds are shown. The information below has been audited by PricewaterhouseCoopers LLP, whose report, along with the Funds’ annual report for the fiscal year ended June 30, 200 7 , is incorporated by reference in the Statement of Additional Information, which is available on request. The annual report and semi-annual report are 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
JPMorgan SmartRetirement Income Fund
Year Ended June 30, 2007		$ 14.88		$ 0.62	(g)		$ 0.94			$ 1.56			$ (0.46	)	$	—	(h)		$ (0.46	)
May 15, 2006 (f) through June 30, 2006		15.00		0.10			(0.13	)		(0.03	)		(0.09	)		—			(0.09	)

JPMorgan SmartRetirement 2010 Fund
Year Ended June 30, 2007		14.88		0.50			1.39			1.89			(0.54	)		(0.01	)		(0.55	)
May 15, 2006 (f) through June 30, 2006		15.00		0.09			(0.16	)		(0.07	)		(0.05	)		—			(0.05	)

JPMorgan SmartRetirement 2015 Fund
Year Ended June 30, 2007		14.83		0.41	(g)		1.83			2.24			(0.50	)		(0.01	)		(0.51	)
May 15, 2006 (f) through June 30, 2006		15.00		0.07			(0.19	)		(0.12	)		(0.05	)		—			(0.05	)

JPMorgan SmartRetirement 2020 Fund
Year Ended June 30, 2007		14.78		0.37	(g)		2.17			2.54			(0.45	)		(0.01	)		(0.46	)
May 15, 2006 (f) through June 30, 2006		15.00		0.06			(0.23	)		(0.17	)		(0.05	)		—			(0.05	)

JPMorgan SmartRetirement 2030 Fund
Year Ended June 30, 2007		14.75		0.20	(g)		2.77			2.97			(0.40	)		—	(h)		(0.40	)
May 15, 2006 (f) through June 30, 2006		15.00		0.05			(0.26	)		(0.21	)		(0.04	)		—			(0.04	)

JPMorgan SmartRetirement 2040 Fund
Year Ended June 30, 2007		14.76		0.23	(g)		2.75			2.98			(0.42	)		—	(h)		(0.42	)
May 15, 2006 (f) through June 30, 2006		15.00		0.05			(0.25	)		(0.20	)		(0.04	)		—			(0.04	)

(a)

Annualized for periods less than one year.

(b)

Not annualized for periods less than one year.

(c)

(d)

Represents only expenses of the Fund, not Underlying Funds.

(e)

Net investment income (loss) is affected by timing of distributions from Underlying Funds.

(f)

Commencement of operations.

(g)

Calculated based upon average shares outstanding.

(h)

Amount rounds to less than $0.01.

78 JPMORGAN SMARTRETIREMENT FUNDS

	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 (d)			Net investment income (loss) ( e )			Expenses without waivers, reimbursements and earnings credits			Portfolio turnover rate (b)

$15 .98		10.55	%		$ 134		0.42	%		3.91	%		1.02	%		38	%
14.88		(0.19	)		25		0.41			5.10			0.73			1


16.22		12.85			2,622		0.43			3.15			0.56			27
14.88		(0.47	)		25		0.43			4.60			0.80			2


16.56		15.24			3,713		0.43			2.47			0.53			25
14.83		(0.82	)		26		0.43			3.88			0.78			2


16.86		17.38			2,049		0.43			2.21			0.52			36
14.78		(1.15	)		54		0.43			5.17			0.77			6


17.32		20.38			2,930		0.44			1.18			0.53			27
14.75		(1.40	)		27		0.44			2.76			0.71			6


17.32		20.45			1,089		0.44			1.33			0.54			25
14.76		(1.34	)		26		0.43			2.73			0.72			6

NOVEMBER 1, 2007 79

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
JPMorgan SmartRetirement Income Fund
Year Ended June 30, 2007		$ 14.88		$ 0.50	(g)		$ 0.97			$ 1.47			$ (0.37	)	$	—	(h)		$ (0.37	)
May 15, 2006 (f) through June 30, 2006		15.00		0.08			(0.12	)		(0.04	)		(0.08	)		—			(0.08	)

JPMorgan SmartRetirement 2010 Fund
Year Ended June 30, 2007		14.88		0.39			1.41			1.80			(0.46	)		(0.01	)		(0.47	)
May 15, 2006 (f) through June 30, 2006		15.00		0.07			(0.15	)		(0.08	)		(0.04	)		—			(0.04	)

JPMorgan SmartRetirement 2015 Fund
Year Ended June 30, 2007		14.83		0.31	(g)		1.85			2.16			(0.41	)		(0.01	)		(0.42	)
May 15, 2006 (f) through June 30, 2006		15.00		0.06			(0.19	)		(0.13	)		(0.04	)		—			(0.04	)

JPMorgan SmartRetirement 2020 Fund
Year Ended June 30, 2007		14.79		0.22	(g)		2.24			2.46			(0.37	)		(0.01	)		(0.38	)
May 15, 2006 (f) through June 30, 2006		15.00		0.05			(0.22	)		(0.17	)		(0.04	)		—			(0.04	)

JPMorgan SmartRetirement 2030 Fund
Year Ended June 30, 2007		14.75		0.13	(g)		2.76			2.89			(0.33	)		—	(h)		(0.33	)
May 15, 2006 (f) through June 30, 2006		15.00		0.04			(0.26	)		(0.22	)		(0.03	)		—			(0.03	)

JPMorgan SmartRetirement 2040 Fund
Year Ended June 30, 2007		14.76		0.13	(g)		2.78			2.91			(0.34	)		—	(h)		(0.34	)
May 15, 2006 (f) through June 30, 2006		15.00		0.04			(0.25	)		(0.21	)		(0.03	)		—			(0.03	)

(a)

Annualized for periods less than one year.

(b)

Not annualized for periods less than one year.

(c)

(d)

Represents only expenses of the Fund, not Underlying Funds.

(e)

Net investment income (loss) is affected by timing of distributions from Underlying Funds.

(f)

Commencement of operations.

(g)

Calculated based upon average shares outstanding.

(h)

Amount rounds to less than $0.01 .

80 JPMORGAN SMARTRETIREMENT FUNDS

	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 (d)			Net investment income (loss) ( e )			Expenses without waivers, reimbursements and earnings credits			Portfolio turnover rate (b)

$1 5.98		9.98	%		$ 73		0.92	%		3.18	%		1.45	%		38	%
14.88		(0.25	)		25		0.91			4.61			1.19			1


16.21		12.28			32		0.93			2.63			1.08			27
14.88		(0.53	)		25		0.93			3.99			1.25			2


16.57		14.70			15		0.93			1.98			1.05			25
14.83		(0.88	)		25		0.93			3.38			1.26			2


16.87		16.76			169		0.93			1.37			1.02			36
14.79		(1.15	)		33		0.93			3.42			1.27			6


17.31		19.73			80		0.94			0.81			1.03			27
14.75		(1.47	)		25		0.94			2.20			1.29			6


17.33		19.84			56		0.94			0.82			1.03			25
14.76		(1.40	)		25		0.94			2.17			1.28			6

NOVEMBER 1, 2007 81

Appendix A — Underlying Funds

The following is a brief description of the principal investment policies of each of the underlying funds.

Highbridge Statistical Market Neutral Fund

Highbridge Statistical Market Neutral Fund seeks to provide long-term absolute (positive) returns in all market environments from a broadly diversified portfolio of stocks while neutralizing the general risks associated with stock market investing. The Fund purchases equity securities that Highbridge Capital Management, LLC, the sub- adviser, believes are undervalued and sells short securities that it believes are overvalued. The Fund will take long and short positions selected from a universe of mid- to large-capitalization stocks with characteristics similar to those of the Russell 1000 ^® Index. The Fund intends to maintain approximately equal value exposure in its long and short positions in an effort to offset the effects on the Fund’s performance of general stock market movements or sector swings. The Fund’s investment strategy emphasizes stock selection as the primary means of generating returns and providing diversification, and hedging through short sales as a means of reducing risk. The Fund implements its strategy through an automated trading process designed to be cost-efficient.

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

JPMorgan 100% U.S. Treasury Securities Money Market Fund aims to provide the highest possible level of current income while still maintaining liquidity and providing maximum safety of principal. The Fund invests its assets exclusively in obligations of the U.S. Treasury, including Treasury bills, bonds and notes. The Fund is managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940 .

JPMorgan Asia Equity Fund

JPMorgan Asia Equity Fund seeks total return from long-term capital growth. The Fund primarily invests in equity securities of foreign companies located throughout the Asian Region except Japan. Under normal circumstances, the Fund will invest at last 80% of its assets in equity securities of such issuers. The “Asian Region” includes but is not limited to, Korea, Taiwan, Hong Kong, Malaysia, Singapore, China, Thailand and Indonesia. Equity securities in which the Fund can invest may include common stocks, preferred stocks, convertible securities, depositary receipts, rights and warrants to buy common stocks and privately placed securities. While the Fund is not limited in the amount it invests in any one country, it will try to choose investments in a wide range of industries and companies of varying sizes.

JPMorgan Bond Fund

JPMorgan Bond Fund seeks to provide high total return consistent with moderate risk of capital and maintenance of liquidity. Under normal circumstances, the Fund invests at least 80% of the value of its assets in debt investments, including but not limited to, asset-backed and mortgage-backed securities, U.S. government and agency securities, corporate bonds and private placements that it believes have the potential to provide a high total return over time. These securities may be of any maturity, but under normal market conditions the management team will keep the Fund’s duration within one year of that of the Lehman Brothers Aggregate Bond Index. The Fund may use derivatives as substitutes for securities in which it can invest.

JPMorgan Capital Growth Fund

JPMorgan Capital Growth Fund seeks capital growth over the long term. The Fund invests primarily in common stocks of mid-cap companies which its adviser , JPMIM, believes are capable of achieving sustained growth. Under normal circumstances, the Fund invests at least 80% of its assets in a broad portfolio of common stocks of companies with market capitalizations equal to those within the universe of Russell Midcap ® Growth Index at the time of purchase.

JPMorgan China Region Fund

JPMorgan China Region Fund seeks long-term capital growth. Under normal market conditions, the Fund will invest at least 80% of the value of its assets in equity securities of companies in the China region or instruments that have similar economic characteristics. A company in the China region is one: that is organized under the laws of, or has a principal office in the People’s Republic of China (including Hong Kong and Macau) (China), or Taiwan; the principal securities market for which is China or Taiwan; that derives at least 50% of its total revenues or profits from goods that are produced or sold, investments made, or services performed in China or Taiwan; or at least 50% of the assets of which are located in China or Taiwan. Equity securities in which the Fund can invest may include common stocks, preferred stocks, convertible securities, depositary receipts, rights and warrants to buy common stocks and privately placed securities.

82 JPMORGAN SMARTRETIREMENT FUNDS

JPMorgan Core Bond Fund

JPMorgan Core Bond Fund seeks to maximize total return by investing primarily in a diversified portfolio of intermediate- and long-term debt securities. The Fund invests mainly in investment grade bonds and debt securities (or unrated bonds and debt securities which the adviser, JPMIA, determines to be of comparable quality), as well as preferred stock and loan participations. Such securities include U.S. government securities such as U.S. Treasury obligations as well as Fannie Mae, Ginnie Mae, Freddie Mac and other government agency mortgage-backed securities. As a matter of fundamental policy, the Fund will invest at least 80% of its net assets in bonds.

JPMorgan Core Plus Bond Fund

JPMorgan Core Plus Bond Fund seeks a high level of current income by investing primarily in a diversified portfolio of high-, medium- and low-grade debt securities. The Fund mainly invests in investment grade debt securities or unrated debt securities that are determined to be of comparable quality by the adviser, JPMIA. In addition, the Fund also may invest in bonds, convertible securities, preferred stock, loan participations and other debt securities (including foreign and emerging market debt securities) rated below investment grade (i.e., high yield or junk bonds.) As a matter of fundamental policy, the Fund will invest at least 80% of its net assets in bonds. JPMIA will invest across the credit spectrum to provide the Fund exposure to various credit rating categories. Under normal conditions, at least 65% of the Fund’s total assets must be invested in securities, that at the time of purchase, are rated investment grade or better by Moody’s, S&P, Fitch or the equivalent by another national rating organization, or in securities that are unrated but are deemed by the adviser to be of comparable quality. The balance of the Fund’s assets are not required to meet any minimum quality rating although the Fund will not, under normal circumstances, invest more than 35% of its total assets in below investment grade securities (or the unrated equivalent). Up to 35% of the Fund’s net assets may be invested in foreign securities, including securities denominated in foreign currencies (some of which may be below investment grade securities subject to the limitations on such securities).

JPMorgan Disciplined Equity Fund

JPMorgan Disciplined Equity Fund seeks to provide a consistently high total return from a broadly diversified portfolio of equity securities with risk characteristics similar to the Standard & Poor’s 500 Composite Stock Price Index (S&P 500 Index). ¹ Under normal circumstances, the Fund invests at least 80% of its assets in equity securities. The Fund primarily invests in common stock of large-and mid-capitalization U.S. companies. Sector by sector, the Fund’s weighting s are similar to those of the S&P 500 Index. The Fund does not look to overweight or underweight sectors relative to the S&P 500 Index.

“S&P 500” is a registered service mark of Standard and Poor’s Corporation, which does not sponsor and is in no way affiliated with the Fund.

JPMorgan Diversified Mid Cap Growth Fund

JPMorgan Diversified Mid Cap Growth Fund seeks growth of capital and, secondarily, current income by investing primarily in equity securities. The Fund invests primarily in common stocks of mid-cap companies which the adviser, JPMIA, believes are capable of achieving sustained growth. Under normal circumstances, at least 80% of the Fund’s assets will be invested in equity securities of mid-cap companies, including common stocks and debt securities and preferred stocks that are convertible to common stocks. Mid-cap companies are companies with market capitalizations similar to those within the universe of the Russell Midcap^® Growth Index at the time of purchase. Market capitalization is the total market value of a company’s shares.

JPMorgan Diversified Mid Cap Value Fund

JPMorgan Diversified Mid Cap Value Fund seeks capital appreciation with the secondary goal of achieving current income by investing primarily in equity securities. Under normal circumstances, at least 80% of the Fund’s assets will be invested in equity securities of mid-cap companies, including common stocks and debt securities and preferred stocks, both of which are convertible into common stocks. Mid-cap companies are companies with market capitalizations similar to those within the universe of the Russell Midcap^® Value Index at the time of purchase. Market capitalization is the total market value of a company’s shares. The Fund’s investments are primarily in common stocks and real estate investment trusts (REITs).

JPMorgan Dynamic Small Cap Growth Fund

JPMorgan Dynamic Small Cap Growth Fund seeks capital growth over the long term. Under normal circumstances, the Fund invests at least 80% of its assets in equity securities of small-cap companies. Small-cap companies are companies with market capitalizations equal to those within the universe of Russell 2000 ^® Growth Index and/or with market capitalizations of

NOVEMBER 1, 2007 83

Appendix A — Underlying Funds (continued)

less than $3.5 billion at the time of purchase. The Fund invests primarily in common stocks.

JPMorgan Emerging Markets Debt Fund

JPMorgan Emerging Markets Debt Fund seeks to provide high total return from a portfolio of fixed income securities of emerging markets issuers. Under normal circumstances, the Fund invests at least 80% of the value of its assets in emerging market debt investments. The Fund invests primarily in debt securities that it believes have the potential to provide a high total return from countries whose economies or bond markets are less developed. This designation currently includes most countries in the world except Australia, Canada, Hong Kong, Japan, New Zealand, the U.S., the United Kingdom and most western European countries. These securities may be of any maturity and quality, but under normal market conditions the Fund’s duration will generally be similar to that of the Emerging Markets Bond Index Global. The Fund does not have any minimum quality rating and may invest without limit in securities that are rated below investment grade (commonly known as junk bonds) or the unrated equivalent. The Fund may use derivatives as substitutes for securities in which it can invest.

JPMorgan Emerging Markets Equity Fund

JPMorgan Emerging Markets Equity Fund seeks to provide high total return from a portfolio of equity securities from emerging markets issuers. Under normal circumstances, the Fund invests at least 80% of the value of its assets in equity securities of emerging markets. Emerging markets include most countries in the world except Australia, Canada, Japan, New Zealand, the U.S., the United Kingdom and most countries of Western Europe. Equity securities in which the Fund can invest may include common stocks, preferred stocks, convertible securities, depositary receipts, rights and warrants to buy common stocks and privately placed securities. The Fund may also invest to a lesser extent in debt securities of the above countries. The Fund may invest in shares of exchange-traded funds (ETFs), affiliated money market funds and other investment companies. The Fund may use derivatives to hedge various investments and for risk management. The Fund may overweight or underweight countries relative to its benchmark, the Morgan Stanley Capital International (MSC I) Emerging Markets Equity Index. The Fund emphasizes securities that are ranked as undervalued, while underweighting or avoiding securities that appear overvalued. The Fund typically maintains full currency exposure to those markets in which it invests. However, the Fund may from time to time hedge a portion of its foreign currency exposure into the U.S. dollar. The Fund may invest in securities denominated in U.S. dollars, major reserve currencies and currencies of other countries in which it can invest. The Fund may also invest in high-quality, short-term money market instruments and repurchase agreements.

JPMorgan Enhanced Income Fund

JPMorgan Enhanced Income Fund seeks to provide high current income consistent with principal preservation. The Fund invests in taxable fixed-income securities, including asset-backed and mortgage- related securities, U.S. government and agency securities, domestic and foreign corporate bonds and money market instruments, that the adviser , JPMIM, believes have the potential to provide high current income. These securities may be of any maturity, but under normal market conditions the Fund’s duration will be no longer than 1.5 years. T he 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 or to increase income or gain to the Fund.

JPMorgan Equity Income Fund

JPMorgan Equity Income Fund seeks current income through regular payment of dividends with the secondary goal of achieving capital appreciation by investing primarily in equity securities. Under normal circumstances, at least 80% of the Fund’s assets will be invested in equity securities of corporations that regularly pay dividends, including common stocks and debt securities and preferred stock convertible to common stock. The Fund attempts to keep its dividend yield above the S & P 500 Index by investing in common stock of corporations that regularly pay dividends, as well as stocks with favorable long-term fundamental characteristics. Because yield is the main consideration in selecting securities, the Fund may purchase stocks of companies that are out of favor in the financial community and are, therefore, selling below what the adviser, JPMIA, believes to be their long-term investment value. Equity securities in which the Fund primarily invests include common stocks, convertible securities and REITs .

JPMorgan Equity Index Fund

JPMorgan Equity Index Fund seeks investment results that correspond to the aggregate price and dividend performance of the securities in the S&P 500 Index . The Fund invests in stocks included in the S&P 500 Index and also may invest in stock index futures and other

84 JPMORGAN SMARTRETIREMENT FUNDS

equity derivatives. The adviser, JPMIA, attempts to track the performance of the S&P 500 Index to achieve a correlation of at least 0.95 between the performance of the Fund and that of the S&P 500 Index without taking into account the Fund’s expenses. Perfect correlation would be 1.00. The percentage of a stock that the Fund holds will be approximately the same percentage that the stock represents in the S&P 500 Index. The adviser generally picks stocks in the order of their weightings in the S&P 500 Index, starting with the heaviest weighted stock.

JPMorgan Federal Money Market Fund

JPMorgan Federal Money Market Fund aims to provide current income while still preserving capital and maintaining liquidity. 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 Fund is managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940 .

JPMorgan Government Bond Fund

JPMorgan Government Bond Fund seeks a high level of current income with liquidity and safety of principal. Under normal circumstances, the Fund will invest at least 80% of its assets in bonds issued by the U.S. government and its agencies and instrumentalities, which includes stripped government securities and mortgage-related and mortgage-backed securities and collateralized mortgage obligations. The Fund mainly invests in government bonds with intermediate to long remaining maturities. These include mortgage-backed securities, including those issued by Ginnie Mae, Fannie Mae, or Freddie Mac.

JPMorgan Growth Advantage Fund

JPMorgan Growth Advantage Fund seeks to provide long-term capital growth. The Fund will invest primarily in common stocks across all market capitalizations. Market capitalization is the total market value of a company’s shares. Although the Fund may invest in securities of companies across all market capitalizations, it may at any given time invest a significant portion of its assets in companies of one particular market capitalization category, such as large-capitalization companies , when the adviser , JPMIM, believes such companies offer attractive opportunities. The Fund invests in companies that the adviser believes have strong earnings growth potential.

JPMorgan High Yield Bond Fund

JPMorgan High Yield Bond Fund seeks a high level of current income by investing primarily in a diversified portfolio of debt securities which are rated below investment grade or are unrated. Capital appreciation is a secondary objective. The Fund invests in all types of high-yield, high-risk debt securities. The Fund also may invest in convertible securities, preferred stock, common stock, and loan participations and assignments. The Fund may invest up to 100% of its total assets in below investment grade or unrated securities. Such securities are also known as junk bonds. As a matter of fundamental policy, the Fund will invest at least 80% of its net assets in bonds. Under normal circumstances, the Fund invests at least 80% of its assets in bonds, loan participations, preferred stocks and other debt securities which are rated below investment grade or unrated.

JPMorgan India Fund

JPMorgan India Fund seeks long-term capital growth. Under normal market conditions, the Fund will invest at least 80% of the value of its assets in equity securities of Indian companies or instruments that have similar economic characteristics. An Indian company is any company: that is organized under the laws of, or has a principal office in India; the principal securities market for which is India; that derives at least 50% of its total revenues or profits from goods that are produced or sold, investments made, or services performed in India; or at least 50% of the assets of which are located in India. Equity securities in which the Fund can invest may include common stocks, preferred stocks, convertible securities, depositary receipts, rights and warrants to buy common stocks and privately placed securities.

JPMorgan Intermediate Bond Fund

JPMorgan Intermediate Bond Fund seeks current income consistent with the preservation of capital through investments in high- and medium-grade fixed income securities with intermediate maturities. As a matter of fundamental policy, the Fund will invest at least 80% of its net assets in bonds and at least 50% of total assets will consist of obligations issued by the U.S. government or its agencies and instrumentalities, some of which may be subject to repurchase agreements. The Fund mainly invests in investment grade debt securities of all types (or unrated debt securities which the adviser, JPMIA, determines to be of comparable quality) including bonds, notes and U.S. government obligations with intermediate maturities. These include mortgage-backed and asset-backed securities and collateralized mortgage obligations.

NOVEMBER 1, 2007 85

Appendix A — Underlying Funds (continued)

JPMorgan International Equity Fund

JPMorgan International Equity Fund seeks total return from long-term capital growth and income. Under normal conditions, the Fund will invest at least 80% of the value of its assets in equity investments. The Fund will primarily invest in foreign companies of various sizes, including foreign subsidiaries of U.S. companies. Equity securities in which the Fund can invest may include common stocks, preferred stocks, convertible securities, depositary receipts and rights and warrants to buy common stocks. The Fund may invest in shares of ETFs , affiliated money market funds and other investment companies. The Fund may use derivatives to hedge various investments, for risk management and to increase the Fund’s income or gain. The Fund may invest in securities denominated in U.S. dollars, major reserve currencies, and currencies of other countries in which it can invest. In managing the Fund, the adviser, JPMIM, seeks to diversify the Fund’s portfolio by investing in at least three different issuers in countries other than the United States, but may invest a substantial part of its assets in just one country. The Fund intends to invest in companies (or governments) in the Far East (including Japan, Hong Kong, Singapore and Malaysia), Western Europe (including the United Kingdom, Germany, the Netherlands, France, Switzerland, Italy, Scandinavia and Spain), Australia, Canada, and other countries or other areas that JPMIM may select from time to time. A substantial part of the Fund’s assets may be invested in U.S. companies based in countries that are represented in the Morgan Stanley Capital International (MSCI), Europe, Australia and Far East (EAFE) Index. However, the Fund may also invest in companies or governments in emerging markets.

JPMorgan International Equity Index Fund

JPMorgan International Equity Index Fund seeks to provide investment results that correspond to the aggregate price and dividend performance of the securities in the Morgan Stanley Capital International Europe, Australasia, and Far East Gross Domestic Product Index (MSCI EAFE GDP Index).¹ Under normal circumstances, at least 80% of the Fund’s assets will be invested in common stock (including American Deposit ary Receipts), preferred stocks, convertible securities (provided they are traded on an exchange or over-the-counter), warrants, receipts and other equity securities that comprise the index or indices identified by the Fund. The Fund invests mainly in foreign stocks included in the MSCI EAFE GDP Index without taking into account the Fund’s expenses. Up to 10% of the Fund’s net assets may be invested in securities of emerging international markets included in the Morgan Stanley Emerging Market Free Index, such as Mexico, Chile, Brazil, India and South Africa. The adviser , JPMIM, selects securities of emerging markets based on size, risk and ease of investing in the country’s market (e.g., reasonable settlement procedures). Most of the Fund’s assets will be denominated in foreign currencies.

“MSCI EAFE GDP Index” is a registered service mark of Morgan Stanley Capital International, which does not sponsor and is in no way affiliated with the Fund.

JPMorgan International Opportunities Fund

JPMorgan International Opportunities Fund seeks to provide high total return from a portfolio of equity securities of foreign companies in developed and, to a lesser extent, emerging markets. The Fund’s assets are invested primarily in equity securities of companies from developed countries other than the United States. The Fund’s assets may also be invested to a limited extent in emerging markets issuers. Developed countries include Australia, Canada, Japan, New Zealand, the United Kingdom, and most of the countries of western Europe; emerging markets include most other countries in the world. Equity securities in which the Fund can invest may include common stocks, preferred stocks, convertible securities, depositary receipts and warrants and rights to buy common stocks. The Fund focuses on individual equity selection , emphasizing those equity securities that are ranked as undervalued according to proprietary research of JPMIM , the adviser . The Fund is not constrained by capitalization, style or geographic limits and will be broadly diversified across industries.

JPMorgan International Realty Fund

JPMorgan International Realty Fund seeks long-term capital growth. Under normal market conditions, the Fund will invest at least 80% of its value in assets in equity securities of REITs, including REITs with relatively small market capitalizations, and other real estate companies. The Fund will invest primarily in foreign companies of various sizes, including foreign subsidiaries of U.S. companies. For the Fund, a real estate company is defined as a company that derives at least 50% of its revenues from the ownership, construction, financing, management or sale of commercial, industrial, or residential real estate (or that has at least 50% of its assets invested in such real estate). The Fund concentrates its investments in the real estate sector. This means that, under normal circumstances, the Fund will invest at least 25% of its assets in an industry or group of industries in the real estate sector.

JPMorgan International Value Fund

JPMorgan International Value Fund seeks to provide high total return from a portfolio of foreign company equity

86 JPMORGAN SMARTRETIREMENT FUNDS

securities. The Fund invests primarily in equity securities from developed countries included in the Morgan Stanley Capital International (MSCI) Europe, Australasia and Far East (EAFE) Value Index, which is the F und’s benchmark. The Fund typically does not invest in U.S. companies. The Fund’s sector weightings generally approximate those of the MSCI EAFE Value Index, although it does not seeks to mirror the index in its choice of individual securities. In choosing stocks, the Fund emphasizes those that are ranked as undervalued according to the proprietary research of the adviser, JPMIM , while underweighting or avoiding those that appear overvalued.

JPMorgan Intrepid America Fund

JPMorgan Intrepid America Fund seeks to provide long-term capital growth. Under normal circumstances, the Fund invests at least 80% of its assets in equity investments of large-capitalization (generally over $10 billion at the time of purchase) and mid-capitalization (generally between $1 billion and $10 billion at the time of purchase) U.S. companies. Although the Fund may invest in securities of large- and mid-capitalization companies, it may at any given time invest a significant portion of its assets in either large- or mid-capitalization companies, when the adviser, JPMIM, believes such companies offer attractive opportunities. The Fund invests primarily in a broad portfolio of common stocks that JPMIM believes have strong earnings growth potential and/or are undervalued. The Fund combines a “value” style strategy, which focuses on identifying securities that have a market price below what JPMIM believes they are worth, with a “growth” style strategy, which focuses on identifying securities that JPMIM believes have above-average growth potential over a long-term time horizon. JPMIM applies an active equity management style to identify value- and growth-oriented securities with momentum. Sector by sector, the Fund may overweight its holdings of equity securities relative to those of the Russell 1000^® Index. The Fund will sell a stock if JPMIM determines that the issuer no longer meets the criteria listed above or if it believes that more attractive opportunities are available.

JPMorgan Intrepid European Fund

JPMorgan Intrepid European Fund seeks total return from long-term capital growth. Total return consists of capital growth and current income. The Fund invests primarily in equity securities issued by companies with principal business activities in western Europe. Under normal market conditions, the Fund invests at least 80% of the value of its assets in equity securities of European issuers.

JPMorgan Intrepid Growth Fund

JPMorgan Intrepid Growth Fund seeks to provide long-term capital growth. Under normal circumstances, the Fund invests at least 80% of its assets in equity investments of large-capitalization (generally over $10 billion at the time of purchase) and mid-capitalization (generally between $1 billion and $10 billion at the time of purchase) companies. Although the Fund may invest in securities of large- and mid-capitalization companies, it may at any given time invest a significant portion of its assets in large- or mid-capitalization companies, when the adviser, JPMIM , believes such companies offer attractive opportunities. The Fund invests in a broad portfolio of common stocks that JPMIM believes have strong earnings growth potential. A “growth” style strategy focuses on identifying securities that JPMIM believes have above-average growth potential over a long-term time horizon with the potential for capital appreciation. JPMIM applies an active equity management style to identify growth-oriented companies with momentum. Sector by sector, the Fund may overweight its holdings of equity securities relative to those of the Russell 1000 ^® Growth Index. The Fund will sell a stock if JPMIM determines that the issuer no longer meets the growth criteria listed above or if it believes that more attractive opportunities are available.

JPMorgan Intrepid International Fund

JPMorgan Intrepid International Fund seeks to maximize long-term capital growth by investing primarily in equity securities in developed markets outside the U.S. The Fund’s assets are invested primarily in equity securities of companies from developed countries other than the U.S. The Fund’s assets also may be invested, to a limited extent, in equity securities of companies from emerging markets. Developed countries include Australia, Canada, Japan, New Zealand, the United Kingdom and most of the countries of western Europe; emerging markets include most of the other countries in the world.

JPMorgan Intrepid Mid Cap Fund

JPMorgan Intrepid Mid Cap Fund seeks long-term capital growth by investing primarily in equity securities of companies with intermediate capitalizations. The Fund invests primarily in common stocks of mid-cap companies. Under normal circumstances, at least 80% of the Fund’s assets will be invested in common and preferred stocks, rights, warrants, convertible securities and other equity securities of mid-cap companies. Mid-cap companies are companies with market capitalizations similar to

NOVEMBER 1, 2007 87

Appendix A — Underlying Funds (continued)

those within the universe of the Russell Midcap^® Index at the time of investment . The Fund invests in a broad portfolio of common stocks that the adviser believes are undervalued and/or have strong growth potential. It combines a “value” style strategy, which focuses on identifying securities that have a market price below what the adviser, JPMIA , believes they are worth, with a “growth” style strategy, which focuses on identifying securities that the adviser believes have above-average growth potential over a long-term horizon. The adviser applies an active equity management style to identify value- and growth-oriented securities with momentum. Sector by sector, the Fund may overweight its holdings of equity securities relative to those of the Russell Midcap ^® Index. The Fund will sell a stock if the adviser determines that the issuer no longer meets the Fund’s investment criteria listed above or if the adviser believes that more attractive opportunities are available.

JPMorgan Intrepid Multi Cap Fund

JPMorgan Intrepid Multi Cap Fund seeks to provide long-term capital appreciation. Under normal circumstances, the Fund invests at least 80% of its assets in equity investments across all market capitalizations. The Fund will generally invest in companies with a market capitalization of $500 million or greater at the time of purchase. Although the Fund may invest in securities across all market capitalizations, it may at any given time invest a significant portion of its assets in companies of one particular market capitalization category, when the adviser, JPMIM , believes such companies offer attractive opportunities. The Fund invests primarily in a broad portfolio of common stocks of companies that JPMIM believes are undervalued and/or have strong growth potential. It combines a “value” style strategy, which focuses on underlying securities that have a market price below what JPMIM believes they are worth, with a “growth” style strategy, which focuses on identifying securities that JPMIM believes have above-average growth potential over a long-term horizon. JPMIM applies an active equity management style to identify value- and growth-oriented securities with momentum. Sector by sector, the Fund may overweight its holdings of equity securities relative to those of the Russell 3000 ^® Index. The Fund will sell a stock if JPMIM determines that the issuer no longer meets the Fund’s investment criteria or if JPMIM believes that more attractive opportunities are available.

JPMorgan Intrepid Plus Fund

JPMorgan Intrepid Plus Fund seeks to provide long-term capital appreciation. Under normal circumstances, the Fund will invest at least 80% of its assets in long and short positions with respect to equity securities. The Fund will take long positions in equity securities the adviser, JPMIM, believes offer attractive return potential and sell short securities the adviser believes will underperform. These equity securities will primarily be common stock. By purchasing equity securities expected to outperform and underweighting or selling short equity securities expected to underperform while maintaining a full exposure to the equity market, the Fund seeks to produce returns that exceed those of the Russell 1000^® Index. At the same time, by controlling factor or risk exposures through portfolio construction, the Fund seeks to limit its volatility to that of the overall market, as represented by the Russell 1000^® Index. The Fund can underweight or overweight industries or sectors when it believes such underweighting or overweighting will benefit performance. The Fund intends to maintain an approximate net 100% long exposure to the equity market (long market value minus short market value). However, the long and short positions held by the Fund will vary in size as market opportunities change. The Fund’s long positions and their equivalents will range between 100% and 150% of the value of the Fund’s net assets. The Fund’s short positions will range between 0% and 50% of the value of the Fund’s net assets. In rising markets, the Fund expects that the long positions will appreciate more rapidly than the short positions, and in declining markets, that the short positions will decline faster than the long positions.

JPMorgan Intrepid Value Fund

JPMorgan Intrepid Value Fund seeks to provide long-term capital appreciation. Under normal circumstances, the Fund invests at least 80% of its assets in equity investments of large-capitalization (generally over $10 billion at the time of purchase) and mid-capitalization (generally between $1 billion and $10 billion at the time of purchase) companies. Although the Fund may invest in securities of large- and mid-capitalization companies, it may at any given time invest a significant portion of its assets in large- or mid-capitalization companies, when the adviser, JPMIM , believes such companies offer attractive opportunities. The Fund invests primarily in a broad portfolio of common stocks that JPMIM believes are undervalued. A “value” style strategy focuses on identifying securities that have a market price below what JPMIM believes they are worth with potential to realize their value. JPMIM applies an active equity management style to identify value-oriented companies with momentum. Sector by sector, the Fund may overweight its holdings of equity securities relative to those of the Russell 1000 ^® Value Index. The

88 JPMORGAN SMARTRETIREMENT FUNDS

Fund will sell a stock if the adviser determines that the issuer no longer meets the Fund’s investment criteria or if the adviser believes that more attractive opportunities are available.

JPMorgan Japan Fund

JPMorgan Japan Fund seeks total return from long-term capital growth. Total return consists of capital growth and current income. Under normal conditions, the Fund will invest at least 80% of its assets in equity securities of Japanese issuers. The Fund, may, from time to time, also invest in securities traded in other markets of the Pacific and the Far East. Under normal circumstances, the Fund anticipates that most of its assets will be invested in securities traded on Japanese markets.

JPMorgan Latin America Fund

JPMorgan Latin America Fund seeks long-term capital growth. Under normal market conditions, the Fund will invest at least 80% of the value of its assets in securities of Latin American issuers and other investments that are tied economically to Latin America. Latin America includes, but is not limited to, Argentina, Brazil, Chile, Colombia, Ecuador, Guatemala, Mexico, Peru, Panama and Venezuela. The Fund will invest primarily in foreign companies of various sizes, including foreign subsidiaries of U.S. companies. The adviser, JPMIM , considers a number of factors to determine whether an investment is tied economically to Latin America including: the source of government guarantees (if any); the primary trading market; the issuer’s domicile, sources of revenue, and location of assets; whether the investment is included in an index representative of a particular country in Latin America or the Latin American region; and whether the investment is exposed to the economic fortunes and risks of a particular country in Latin America or the Latin American region. Equity securities in which the Fund can invest may include common stocks, preferred stocks, convertible securities, depositary receipts, rights and warrants to buy common stocks and privately placed securities.

JPMorgan Large Cap Growth Fund

JPMorgan Large Cap Growth Fund seeks long-term capital appreciation and growth of income by investing primarily in equity securities. Under normal circumstances, at least 80% of the Fund’s assets will be invested in equity securities of large, well-established companies. Large, well-established companies are companies with market capitalizations equal to those within the universe of the Russell 1000 ^® Growth Index at the time of purchase. Typically, the Fund invests in companies with a history of above-average growth or companies expected to enter periods of above-average growth.

JPMorgan Large Cap Value Fund

JPMorgan Large Cap Value Fund seeks capital appreciation with the incidental goal of achieving current income by investing primarily in equity securities. Under normal circumstances, at least 80% of the Fund’s assets will be invested in equity securities of large companies, including common stocks, and debt and preferred stocks which are convertible to common stock. Large companies are companies with market capitalization s equal to those within the universe of the Russell 1000 ^® Value Index at the time of purchase. The adviser , JPMIA, invests in companies whose securities are, in the adviser’s opinion, undervalued when purchased but which have the potential to increase their intrinsic value per share. The Fund invests primarily in common stocks.

JPMorgan Liquid Assets Money Market Fund

JPMorgan Liquid Assets Money Market Fund seeks current income with liquidity and stability of principal. 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; and 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 managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940 .

JPMorgan Market Expansion Index Fund

JPMorgan Market Expansion Index Fund seeks to provide a return which substantially duplicates the price and yield performance of domestically traded common stocks in the small- and mid-capitalization equity markets, as represented by a market capitalization weighted combination of the Standard and Poor’s SmallCap 600 Index (S&P SmallCap 600) and the Standard and Poor’s MidCap 400 Index (S&P MidCap 400).¹ The Fund invests

“S&P SmallCap 600” and “S&P MidCap 400” are registered service marks of Standard & Poor’s Corporation, which does not sponsor and is in no way affiliated with the Fund.

NOVEMBER 1, 2007 89

Appendix A — Underlying Funds (continued)

in stocks of medium-sized and small U.S. companies that are included in the S&P SmallCap 600 and S&P MidCap 400 and which trade on the New York and American Stock Exchanges, as well as over-the-counter stocks that are part of the National Market System. The Fund seeks to closely track the sector and industry weights within the combined indices. Because the Fund uses an enhanced index strategy, not all of the stocks in the indices are included in the Fund and the Fund’s position in an individual stock may be overweighted or underweighted when compared to the indices. Nonetheless, the Fund, under normal circumstances, will hold 80% or more of the stocks in the combined indices in order to closely replicate the performance of the combined indices. The Fund seeks to achieve a correlation between the performance of its portfolio and that of the indices of at least 0.95, without taking into account the Fund’s expenses. Perfect correlation would be 1.00.

JPMorgan Market Neutral Fund

JPMorgan Market Neutral Fund seeks to provide long-term capital appreciation from a broadly diversified portfolio of U.S. stocks while neutralizing the general risks associated with stock market investing. The Fund takes long and short positions in different securities, selecting from a universe of mid- to large-capitalization stocks with characteristics similar to those of the Russell 1000^® Index and/or the S&P 500 Index, in an effort to insulate the Fund’s performance from the effects of general stock market movements. In rising markets, the Fund expects that the long positions will appreciate more rapidly than the short positions, and in declining markets, that the short positions will decline faster than the long positions. The Fund expects that this difference in rates of appreciation, along with any returns on cash generated by short sales, will generate a positive return; the Fund pursues returns exceeding those of 90-day U.S. Treasury Bills. The Fund purchases securities that it believes are undervalued and sells short securities that it believes are overvalued. The long and short positions are matched on a variety of risk characteristics in order to limit exposure to macroeconomic factors. In each sector in which the Fund invests, it balances the dollars invested in long and short positions to remain sector neutral. In attempting to neutralize market and sector risks, the Fund emphasizes stock selection as the primary means of generating returns. The Fund may also invest in ETFs, derivatives and mortgage-related securities, including REITs.

JPMorgan Micro Cap Fund

JPMorgan Micro Cap Fund seeks capital growth over the long term. Under normal circumstances, the Fund invests at least 80% of its assets in securities of micro cap companies. Micro cap companies are companies with market capitalization equal to those within the universe of the Russell Microcap ™ Index at the time of investment. The Fund invests primarily in common stocks.

JPMorgan Mid Cap Equity Fund

JPMorgan Mid Cap Equity Fund’s objective is long-term capital growth. Under normal circumstances, the Fund invests at least 80% of its assets in equity securities of mid-cap companies. Mid-cap companies are companies with market capitalizations equal to those within the universe of the Russell Midcap ® Index securities at the time of purchase. Market capitalization is the total market value of a company’s shares. The Fund invests primarily in common stocks.

JPMorgan Mid Cap Value Fund

JPMorgan Mid Cap Value Fund seeks growth from capital appreciation. Under normal circumstances, the Fund invests at least 80% of its assets in equity securities of mid-cap companies. Mid-cap companies have market capitalizations between $1 billion and $20 billion at the time of purchase. Market capitalization is the total market value of a company’s shares. The Fund’s investments are primarily in common stocks and REITs .

JPMorgan Mortgage-Backed Securities Fund

JPMorgan Mortgage-Backed Securities Fund seeks to maximize total return by investing primarily in a diversified portfolio of debt securities backed by pools of residential and/or commercial mortgages. Under normal circumstances, the Fund invests at least 80% of its assets in mortgage-backed securities. The Fund invests mainly in investment grade bonds and debt securities or unrated bonds and debt securities which the Fund’s adviser , JPMIA, determines to be of comparable quality. These include mortgage-backed securities issued by U.S. government agencies or instrumentalities, such as Ginnie Mae, Fannie Mae, and Freddie Mac, commercial mortgage securities , collateralized mortgage obligations and other securities representing an interest in or secured by mortgages. The Fund also may invest in other types of non-mortgage related debt securities, including U.S. government securities, asset-backed securities, taxable or tax-exempt municipal securities and corporate debt securities.

JPMorgan Multi-Cap Market Neutral Fund

JPMorgan Multi-Cap Market Neutral Fund seeks long-term capital preservation and growth by using strategies

90 JPMORGAN SMARTRETIREMENT FUNDS

designed to produce returns which have no correlation with general domestic market performance. The Fund attempts to neutralize exposure to general domestic market risk by primarily investing in common stocks that the adviser, JPMIA, considers to be attractive and ‘short selling’ stocks that the adviser considers to be unattractive. The adviser considers a company’s fundamentals and valuation in determining whether a stock is attractive or unattractive and whether to invest in or short sell a stock. The Fund uses a multi-style approach, meaning that it may invest across different industries, sectors and capitalization levels targeting both value- and growth-oriented domestic companies. The Fund intends to maintain approximately equal value exposure in its long and short positions in order to offset the effects on its performance resulting from general domestic stock market movements or sector swings. By using this strategy, the Fund seeks to generate returns independent of the direction of the market. Because the Fund seeks returns over the long term, the adviser will not attempt to time the market.

JPMorgan Prime Money Market Fund

JPMorgan Prime Money Market Fund aims to provide the highest possible level of current income while still maintaining liquidity and preserving capital. 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 and 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 managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940 .

JPMorgan Real Return Fund

JPMorgan Real Return Fund seeks to maximize inflation protected return. The Fund invests primarily in a portfolio of inflation-linked securities and inflation and non-inflation-linked swaps, options, futures contracts, and other derivatives. “Real Return” means total return less the estimated cost of inflation. Inflation-linked securities include fixed and floating rate debt securities of varying maturities issued by the U.S. government, its agencies and instrumentalities, such as Treasury Inflation Protected Securities (TIPS). The Fund also invests in inflation-linked debt securities issued by other entities such as corporations, foreign government and other foreign issuers. The Fund will utilize conventional fixed income strategies including duration management; credit sector; and yield curve management; and relative value trading. Further , the Fund will actively manage the inflation protection components using a variety of strategies and tools. The Fund may also invest a significant portion of its assets in derivatives such as futures contracts and options . The Fund will invest primarily in securities that, at the time of purchase, are rated as investment grade or the equivalent by a national rating organization, or unrated but deemed by JPMIM , the adviser, to be of comparable quality.

JPMorgan Realty Income Fund

JPMorgan Realty Income Fund seeks to achieve high total investment return through a combination of capital appreciation and current income. The Fund seeks to achieve its objective by investing substantially all of its assets and in any event under normal circumstances at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities of REITs , including REITs with relatively small market capitalization. The Fund may invest in both equity REITs and mortgage REITs.

JPMorgan Russia Fund

JPMorgan Russia Fund seeks long-term capital growth. Under normal market conditions, the Fund will invest at least 80% of the value of its assets in equity securities of Russian companies or instruments that have similar economic characteristics. The Fund may, to a lesser extent, invest in equity securities of companies located in the former Soviet Union countries other than Russia or instruments that have similar economic characteristics. A Russian company is any company: that is organized under the laws of, or has a principal office in Russia; the principal securities market for which is Russia , that derives at least 50% of its total revenues or profits from goods that are produced or sold; investments made , or services performed in Russia; or at least 50% of the assets of which are located in Russia. Equity securities in which the Fund can invest may include common stocks, preferred stocks, convertible securities, depositary

NOVEMBER 1, 2007 91

Appendix A — Underlying Funds (continued)

receipts, rights and warrants to buy common stocks and privately placed securities. The Fund will primarily invest in a focused portfolio of depositary receipts.

JPMorgan Short Term Bond Fund

JPMorgan Short Term Bond Fund seeks to provide high total return, consistent with low volatility of principal. Under normal circumstances, the Fund invests at least 80% of the value of its assets in debt investments. These investments can include asset-backed and mortgage-related securities, U.S. government and agency securities, domestic and foreign corporate bonds, private placements and money market instruments that it believes have the potential to provide a high total return over time. These securities may be of any maturity, but under normal market conditions the Fund’s duration will range between zero and three years, similar to that of the Merrill Lynch 1–3 Year Treasury Index.

JPMorgan Short Term Bond Fund II

JPMorgan Short Term Bond Fund II seeks a high level of income, consistent with preservation of capital. Under normal circumstances, the Fund invests at least 80% of the value of its assets in debt investment s . These investments can include asset-backed and mortgage- related securities, U.S. government and agency securities, domestic and foreign corporate bonds, private placements and money market instruments, that JPMIM , the adviser, believes have the potential to provide a high total return over time. These securities may be of any maturity, but under normal market conditions the Fund’s duration will range between one and three years.

JPMorgan Small Cap Core Fund

JPMorgan Small Cap Core Fund seeks capital growth over the long term. Under normal circumstances, the Fund invests at least 80% of its assets in equity securities of small cap companies with market capitalizations equal to those within the universe of Russell 2000 ^® Index at the time of purchase. Market capitalization is the total market value of a company’s shares. The Fund’s investments are primarily in common stocks and REITs.

JPMorgan Small Cap Equity Fund

JPMorgan Small Cap Equity Fund seeks capital growth over the long term. Under normal circumstances, the Fund invests at least 80% of its assets in equity securities of small-cap companies. Small-cap companies are companies with market capitalizations equal to those within the universe of the Russell 2000^® Index stocks at the time of purchase. Market capitalization is the total market value of a company’s shares. The Fund invests primarily in common stock.

JPMorgan Small Cap Growth Fund

JPMorgan Small Cap Growth Fund seeks long-term capital growth primarily by investing in a portfolio of equity securities of small-capitalization and emerging growth companies. Under normal circumstances, at least 80% of the Fund’s assets will be invested in securities of small-capitalization companies. Small-cap companies are companies with market capitalizations equal to those within the universe of the Russell 2000^® Growth Index stocks at the time of purchase. Market capitalization is the total market value of a company’s shares. Typically, the Fund invests in securities of companies with a history of above-average growth, as well as companies expected to have above-average growth.

JPMorgan Small Cap Value Fund

JPMorgan Small Cap Value Fund seeks long-term capital growth primarily by investing in equity securities of small-capitalization companies. Under normal circumstances, the Fund invests at least 80% of its assets in equity securities of small-cap companies. Small-cap companies are companies with market capitalizations equal to those within the universe of the Russell 2000^® Value Index at the time of purchase. Market capitalization is the total market value of a company’s shares. In reviewing investment opportunities for the Fund, the adviser, JPMIA, uses a value-oriented approach. The Fund’s investments are primarily in common stocks and REITs .

JPMorgan Strategic Income Fund

JPMorgan Strategic Income Fund seeks to provide high total return primarily from a portfolio of fixed income investments of foreign and domestic issuers and counterparties. The Fund mainly invests in a wide range of debt securities from the U.S. and other markets, both developed and emerging. Issuers may include governments, corporations, financial institutions and supranational organizations that the Fund believes have the potential to provide a high total return over time. The Fund may also invest in convertible securities, preferred securities, and equity securities that the adviser, JPMIM , believes will produce income or generate return.

JPMorgan Strategic Small Cap Value Fund

JPMorgan Strategic Small Cap Value Fund seeks capital growth over the long term. Under normal circumstances, the Fund invests at least 80% of its assets in equity securities of small-cap companies, which are expected

92 JPMORGAN SMARTRETIREMENT FUNDS

to include both long and short positions. Small-cap companies are companies with market capitalizations equal to those within the universe of the Russell 2000 ^® Value Index stocks at the time of purchase. Market capitalization is the total market value of a company’s shares. In reviewing investments for the Fund, the adviser, JPMIM , uses a value-oriented approach. The Fund’s investments are primarily in common stocks and REITs .

JPMorgan Treasury & Agency Fund

JPMorgan Treasury & Agency Fund seeks a high level of current income by investing in U.S. Treasury and other U.S. agency obligations with a primary, but not exclusive, focus on issues that produce income exempt from state income taxes. The Fund invests in U.S. Treasury and other U.S. agency obligations including U.S. Treasury bills, notes, agency debentures, repurchase agreements and other obligations issued or guaranteed by U.S. government agencies and instrumentalities. Under normal circumstances, the Fund will invest at least 80% of its assets in Treasury and Agency Obligations.

JPMorgan U.S. Equity Fund

JPMorgan U.S. Equity Fund seeks to provide high total return from a portfolio of selected equity securities. Under normal circumstances, the Fund invests at least 80% of its assets in equity securities of U.S. companies. The Fund primarily invests in large- and medium-capitalization U.S. companies. Market capitalization is the total market value of a company’s shares. Sector by sector, the Fund’s weightings are similar to those of the S&P 500 Index . The Fund can moderately underweight or overweight sectors when it believes it will benefit performance. Within each sector, the Fund focuses on those equity securities that it considers most undervalued and seeks to outperform the S&P 500 Index through superior stock selection. By emphasizing undervalued equity securities, the Fund seeks to produce returns that exceed those of the S&P 500 Index. At the same time, by controlling the sector weightings of the Fund so they can differ only moderately from the sector weightings of the S&P 500 Index, the Fund seeks to limit its volatility to that of the overall market, as represented by this index. Equity securities in which the Fund primarily invests include common stocks, depositary receipts, ETFs and REITs .

JPMorgan U.S. Government Money Market Fund

JPMorgan U.S. Government Money Market Fund seeks high current income with liquidity and stability of principal. 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 and instrumentalities or repurchase agreements fully collateralized by U.S. Treasury and U.S. government securities. The Fund is managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940 .

JPMorgan U.S. Large Cap Core Plus Fund

JPMorgan U.S. Large Cap Core Plus Fund seeks to provide a high total return from a portfolio of selected equity securities. Under normal circumstances, at least 80% of the value of the Fund’s assets, which are expected to include both long and short positions, will consist of different U.S. securities selected from a universe of publicly traded large capitalization securities with characteristics similar to those comprising the Russell 1000^® Index and the S&P 500 Index. The Fund takes long and short positions mainly in equity securities and derivatives on those securities of companies that each have a market capitalization of at least $4 billion at the time of purchase. “Plus” in the Fund’s name refers to the additional return the Fund endeavors to add, both relative to the S&P 500 Index as well as relative to traditional strategies which do not have the ability to sell stock short. Selling stock short allows the Fund to more fully exploit insight in stocks that the Fund’s manager expects to underperform, as well as enabling the Fund to establish additional long positions while keeping the Fund’s net exposure to the market at a level similar to a traditional “long-only” strategy. Viewed sector by sector, the Fund’s net weightings of equity securities are similar to those of the S&P 500 Index. The Fund can moderately underweight or overweight industry sectors when it believes such underweighting or overweighting will benefit performance.

JPMorgan U.S. Real Estate Fund

JPMorgan U.S. Real Estate Fund seeks a high level of current income and long-term capital appreciation primarily through investments in real estate securities. The Fund mainly invests in common stocks of REITs and other real estate companies. The Fund may also invest in other types of equity securities of real estate companies including rights, warrants, convertible securities and preferred stocks. The Fund does not invest in real estate directly. Under normal circumstances, at least 80% of the Fund’s assets will be invested in equity securities

NOVEMBER 1, 2007 93

Appendix A — Underlying Funds (continued)

of publicly-traded real estate companies operating in the U.S.

JPMorgan U.S. Small Company Fund

JPMorgan U.S. Small Company Fund seeks to provide high total return from a portfolio of small company stocks. Under normal circumstances, the Fund invests at least 80% of its assets in small-cap U.S. companies. Small-cap companies are companies with market capitalizations similar to those within the universe of the Russell 2000 ^® Index at the time of purchase. Sector by sector, the Fund’s weightings are similar to those of the Russell 2000 ^® Index. The Fund can moderately underweight or overweight sectors when it believes it will benefit performance. Within each sector, the Fund focuses on those stocks that it considers most attractive. Stocks become candidates for sale when they appear unattractive or when the company is no longer a small-cap company. The Fund may also continue to hold them if it believes further substantial growth is possible. The Fund pursues returns that exceed those of the Russell 2000 ^® Index while seeking to limit its volatility relative to this index. The Fund’s investments are primarily in common stocks and REITs .

JPMorgan U.S. Treasury Plus Money Market Fund

JPMorgan U.S. Treasury Plus Money Market Fund seeks current income with liquidity and stability of principal. 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 and repurchase agreements fully collateralized by U.S. Treasury securities. The Fund is managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940 .

JPMorgan Ultra Short Duration Bond Fund

JPMorgan Ultra Short Duration Bond Fund seeks a high level of current income consistent with low volatility of principal by investing in a diversified portfolio of short-term investment grade securities. The Fund mainly invests in all types of investment grade debt securities (or unrated securities which the adviser, JPMIA , determines to be of comparable quality), including mortgage-backed securities, asset-backed securities , adjustable rate mortgages, other structured investments, including collateralized mortgage obligations, and money market instruments. Under normal circumstances, the Fund will invest as least 80% of its assets in bonds. T he Fund invests in fixed and floating rate debt securities representing an interest in or secured by residential mortgage loans.

JPMorgan Value Advantage Fund

JPMorgan Value Advantage Fund seeks to provide long-term total return from a combination of income and capital gains. The Fund will invest primarily in equity securities across all market capitalizations. Market capitalization is the total market value of a company’s shares. Although the Fund may invest in securities across all market capitalizations, it may at any given time invest a significant portion of its assets in companies of one particular market capitalization category, such as large-capitalization companies, when the adviser, JPMIM, believes such companies offer attractive opportunities. Equity securities in which the Fund primarily invests include common stocks and REITs .

JPMorgan Value Discovery Fund

JPMorgan Value Discovery Fund seeks long-term capital appreciation. Under normal circumstances, the Fund will be invested primarily in equity securities of large U.S. companies, which are companies with market capitalizations similar to those within the universe of the Russell 1000^® Value Index at the time of purchase. The Fund, however, is permitted to invest in securities across all market capitalizations when the Fund’s adviser, JPMIM, believes such companies offer attractive opportunities; therefore, at any given time, the Fund may invest a significant portion of its assets in companies with small or mid capitalizations. Market capitalization is the total market value of a company’s shares. The Fund invests primarily in common stocks, convertible securities (debt and preferred stocks that are convertible into common stock within a particular period of time at a specified price or formula), preferred stock, warrants and rights, REITs , depositary receipts and ETFs .

Undiscovered Managers Behavioral Growth Fund

Undiscovered Managers Behavioral Growth Fund seeks growth of capital. The Fund seeks to achieve its objective by investing primarily in common stocks of U.S. companies that the Fund’s sub-adviser, Fuller & Thaler, believes have growth characteristics. In selecting stocks, Fuller & Thaler applies princip les based on behavioral studies. Fuller & Thaler believes that behavioral biases on the part of investors may cause the market to underreact to new, positive information concerning a company. Fuller & Thaler analyzes companies that have recently announced higher than expected earnings and seeks to determine whether the market value of a company’s stock fully

94 JPMORGAN SMARTRETIREMENT FUNDS

reflects Fuller & Thaler’s expectations as to the company’s future earnings and growth prospects. Under normal market conditions, the Fund will invest substantially all of its assets in common stocks.

Undiscovered Managers Behavioral Value Fund

Undiscovered Managers Behavioral Value Fund seeks to achieve capital appreciation by investing primarily in common stocks of U.S. companies that the Fund’s sub-adviser, Fuller & Thaler, believes have value characteristics. In selecting stocks for the Fund, Fuller & Thaler applies principles based on behavioral studies by looking at companies that have price-to-earnings ratios below the median in their industry group or decreasing stock values on an absolute basis. Fuller & Thaler selects investments for the Fund based on factors such as recent under-performance of the company’s stock relative to the market, significant share purchases by company insiders or stock repurchase activity by the company. Under normal market conditions, the Fund will invest substantially all of its assets in common stocks.

Undiscovered Managers Small Cap Growth Fund

Undiscovered Managers Small Cap Growth Fund seeks long-term capital appreciation. The Fund seeks to achieve its objective by investing in common stocks of small cap, U.S. companies with market capitalizations equal to those within the universe of the Russell 2000 Growth Index or with market capitalization of less than $3.5 billion at the time of purchase, that the Fund’s sub-adviser, Mazama Capital Management, Inc. (“Mazama”), believes posses superior growth characteristics. Mazama utilizes a proprietary Price Performance Model to assist it in identifying growth companies it believes are undervalued relative to their management quality and earnings potential. Under normal circumstances, the Fund will invest at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in common stocks of small cap companies .

A more complete description of these underlying funds may be found in their prospectuses. For a free copy of an underlying fund’s prospectus, call 1-800-480-4111 and ask for the prospectus offering shares of the underlying fund. You can also find the same information online at www.jpmorganfunds.com.

NOVEMBER 1, 2007 95

This Page Intentionally Left Blank.

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933				x
Pre-Effective Amendment No.				o
Post-Effective Amendment No. 66				x

and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940				x
Amendment No. 67 (Check appropriate box or boxes)				x

o	immediately upon filing pursuant to paragraph (b)	x	on November 1, 2007, pursuant to paragraph (b).
o	60 days after filing pursuant to paragraph (a)(1).	o	on November 1, 2007, pursuant to paragraph (a)(1).
o	75 days after filing pursuant to paragraph (a)(2)	o	on (date) pursuant to paragraph (a)(2).

	1 Year			3 Years			5 Years			10 Years
	614			803			1,008			1,597


*CLASS A SHARES ($)**	635	909	1,202	2,037
CLASS B SHARES ($)**	668	860	1,178	2,012	***
CLASS C SHARES ($)**	268	560	978	2,143


*CLASS A SHARES ($)**	635	909	1,202	2,037
CLASS B SHARES ($)	168	560	978	2,012	***
CLASS C SHARES ($)	168	560	978	2,143

JPMorgan Disciplined Equity Fund					1
JPMorgan Diversified Fund					6
JPMorgan Equity Income Fund					13
JPMorgan Equity Index Fund					18
JPMorgan Growth Advantage Fund					23
JPMorgan Growth and Income Fund					29
JPMorgan Large Cap Growth Fund					34
JPMorgan Large Cap Value Fund					39
JPMorgan Market Expansion Index Fund					44
JPMorgan Multi-Cap Market Neutral Fund					49
JPMorgan U.S. Equity Fund					5 5
JPMorgan U.S. Large Cap Core Plus Fund					6 1
JPMorgan Value Advantage Fund					6 8
JPMorgan Value Opportunities Fund					7 3
The Funds’ Management and Administration					7 9
How to Do Business with the Funds					8 3
Purchasing Fund Shares					8 3
Sales Charges					8 8
Rule 12b-1 Fees					9 2
Networking and Sub-Transfer Agency Fees					9 3
Exchanging Fund Shares					9 3
Redeeming Fund Shares					9 4
Shareholder Information					9 7
Distributions and Taxes					9 7
Shareholder Statements and Reports					9 8
Availability of Proxy Voting Record					9 8
Portfolio Holdings Disclosure					9 8
Risk and Reward Elements for the Funds					9 9
Financial Highlights					10 6
Legal Proceedings and Additional Fee and Expense Information					12 6
How to Reach Us					B ack cover


CLASS A SHARES
Return Before Taxes	9.12	3.80	6.84
Return After Taxes on Distributions	8.93	3.63	6.44
Return After Taxes on Distributions and Sale of Fund Shares	6.15	3.21	5.79

S&P 500 INDEX ^ˆ,2
(Reflects No Deduction for Fees, Expenses or Taxes)	15.80	6.19	7.83

LIPPER LARGE-CAP CORE FUNDS INDEX ^ˆ,3
(Reflects No Deduction for Taxes)	13.39	5.00	6.76


Maximum Sales Charge (Load) When You Buy Shares, as % of the Offering Price*	5.25

Maximum Deferred Sales Charge (Load) , as % of Original Cost of the Shares	NONE	**


CLASS A SHARES
Return Before Taxes	6.40	4.75	6.14
Return After Taxes on Distributions	5.32	4.16	4.91
Return After Taxes on Distributions and Sale of Fund Shares	4.98	3.83	4.63

CLASS B SHARES
Return Before Taxes	6.72	5.09	6.47

CLASS C SHARES
Return Before Taxes	10.75	5.42	6.47

FUND BENCHMARK^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	11.12	5.99	7.88

S&P 500 INDEX^ˆ,2
(Reflects No Deduction for Fees, Expenses or Taxes)	15.80	6.19	8.42

LIPPER BALANCED FUNDS INDEX^ˆ,3
(Reflects No Deduction for Taxes)	11.60	6.50	7.44


CLASS A SHARES
Return Before Taxes	14.34	6.10	7.51
Return After Taxes on Distributions	11.55	3.78	5.26
Return After Taxes on Distributions and Sale of Fund Shares	12.95	4.85	5.86

CLASS B SHARES
Return Before Taxes	15.03	6.24	7.48	³

CLASS C SHARES*
Return Before Taxes	19.04	6.57	7.39

S&P 500 INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	15.80	6.19	8.42

LIPPER EQUITY INCOME FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	18.40	8.29	8.43


*CLASS A SHARES ($)**	639	880	1,140	1,882
CLASS B SHARES ($)**	671	830	1,113	1,854	***
CLASS C SHARES ($)**	271	530	913	1,987


CLASS A SHARES
Return Before Taxes	9.28	4.52	7.28
Return After Taxes on Distributions	9.04	4.26	6.78
Return After Taxes on Distributions and Sale of Fund Shares	6.33	3.80	6.17

CLASS B SHARES
Return Before Taxes	9.44	4.53	7.21	³

CLASS C SHARES*
Return Before Taxes	13.44	4.86	7.07

S&P 500 INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	15.80	6.19	8.42

LIPPER S&P 500 OBJECTIVE FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	15.55	5.91	8.13


*CLASS A SHARES ($)**	569	762	972	1,577
CLASS B SHARES ($)**	622	732	964	1,567	***
CLASS C SHARES ($)**	222	432	764	1,704


*CLASS A SHARES ($)**	655	992	1,352	2,363
CLASS B SHARES ($)**	708	968	1,353	2,365	***
CLASS C SHARES**	308	670	1,158	2,503


CLASS A SHARES
Return Before Taxes	12.32	6.62	6.71
Return After Taxes on Distributions	11.40	6.23	5.20
Return After Taxes on Distributions and Sale of Fund Shares	9.17	5.63	5.23

CLASS B SHARES
Return Before Taxes	12.94	6.94	6.85	³

CLASS C SHARES*
Return Before Taxes	16.94	7.24	6.57

S&P 500/CITIGROUP VALUE INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	20.80	9.06	9.28

LIPPER LARGE-CAP VALUE FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	18.30	7.67	8.54


*CLASS A SHARES ($)**	638	877	1,135	1,871
CLASS B SHARES ($)**	670	826	1,107	1,843	***
CLASS C SHARES ($)**	270	526	907	1,976


*CLASS A SHARES ($)**	645	902	1,178	1,966
CLASS B SHARES ($)**	679	854	1,154	1,942	***
CLASS C SHARES ($)**	279	554	954	2,073


*CLASS A SHARES ($)**	628	847	1,084	1,762
CLASS B SHARES ($)**	660	796	1,055	1,733	***
CLASS C SHARES ($)**	260	496	855	1,867


*CLASS A SHARES ($)**	604	798	1,007	1,609
CLASS B SHARES ($)**	646	752	982	1,580	***
CLASS C SHARES ($)**	247	456	787	1,724


CLASS A SHARES
Return Before Taxes	1.44	3.55
Return After Taxes on Distributions	0.63	2.94
Return After Taxes on Distributions and Sale of Fund Shares	1.10	2.78

CLASS B SHARES
Return Before Taxes	1.23	3.57

CLASS C SHARES
Return Before Taxes	5.23	4.33

MERRILL LYNCH 3-MONTH US TREASURY BILL INDEX^{ˆ, 2}
(Reflects No Deduction for Fees, Expenses or Taxes)	4.85	2.75

LIPPER EQUITY MARKET NEUTRAL FUNDS AVERAGE^ˆ,3
(Reflects No Deduction for Taxes)	5.24	3.22


*CLASS A SHARES ($)**	807	1,420	2,056	3,755
CLASS B SHARES ($)**	864	1,406	2,069	3,761	***
CLASS C SHARES ($)**	464	1,106	1,869	3,871


CLASS A SHARES
Return Before Taxes	10.68	3.85	6.43
Return After Taxes on Distributions	8.17	3.24	4.60
Return After Taxes on Distributions and Sale of Fund Shares	9.01	3.17	4.75

CLASS B SHARES
Return Before Taxes	11.19	4.00	6.65

CLASS C SHARES
Return Before Taxes	15.21	4.33	6.65

S&P 500 INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	15.80	6.19	8.42

LIPPER LARGE-CAP CORE FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	13.39	5.00	7.27


*CLASS A SHARES ($)**	626	852	1,095	1,791
CLASS B SHARES ($)**	660	802	1,068	1,764	***
CLASS C SHARES ($)**	260	502	868	1,898


CLASS A SHARES
Return Before Taxes	14.98	17.55
Return After Taxes on Distributions	14.75	17.27
Return After Taxes on Distributions and Sale of Fund Shares	9.84	14.82

CLASS C SHARES
Return Before Taxes	19.83	22.51

S&P 500 INDEX^2,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	15.80	17.10

LIPPER LONG/SHORT EQUITY FUNDS AVERAGE^3,ˆ
(Reflects No Deduction for Taxes)	11.03	11.47

				1 Year				3 Years				5 Years				10 Years
*CLASS A SHARES ($)**					686				1,125				1,589				2,869
CLASS C SHARES ($)**					320				794				1,395				3,020


CLASS A
Return Before Taxes	15.60	12.53
Return After Taxes on Distributions	14.99	11.97
Return After Taxes on Distributions and Sale of Fund Shares	10.35	10.47

CLASS C
Return Before Taxes	20.41	15.31

RUSSELL 3000^® VALUE INDEX^2,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	22.34	15.00

LIPPER MULTI-CAP VALUE FUNDS INDEX^3,ˆ
(Reflects No Deduction for Taxes)	17.07	12.44

				1 Year				3 Years				5 Years				10 Years
*CLASS A SHARES ($)**					649				942				1,256				2,146
CLASS C SHARES ($)**					281				594				1,032				2,251


CLASS A SHARES
Return Before Taxes	13.61	9.85	9.85
Return After Taxes on Distributions	18.91	8.85	8.85
Return After Taxes on Distributions and Sale of Fund Shares	12.67	7.68	7.68

CLASS B SHARES
Return Before Taxes	14.33	10.00	10.00

CLASS C SHARES¹
Return Before Taxes	18.35	10.28	10.28

RUSSELL 1000^® VALUE INDEX^ˆ,2
(Reflects No Deduction for Fees, Expenses or Taxes)	22.24	10.86	10.86

LIPPER LARGE-CAP VALUE FUNDS INDEX^ˆ,3
(Reflects No Deduction for Taxes)	18.30	7.67	7.67


*CLASS A SHARES ($)**	628	876	1,142	1,902
CLASS B SHARES ($)**	660	825	1,115	1,875	***
CLASS C SHARES ($)**	260	525	915	2,008

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

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Derivatives*^,1

• Derivatives such as futures, options, swaps, and forward foreign currency contracts² that are used for hedging the portfolio or specific securities may not fully offset the underlying positions and this could result in losses to a Fund that would not have otherwise occurred • A Fund may have difficulty exiting a derivatives position • Derivatives used for risk management or, for certain Funds, to increase a Fund’s gain may not have the intended effects and may result in losses or missed opportunities • The counterparty to a derivatives contract could default • Derivatives that involve leverage could magnify losses • Certain types of derivatives involve costs to a Fund which can reduce returns • Segregated or earmarked assets and collateral accounts established in connection with derivatives may limit a Fund’s investment flexibility • 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 a Fund, accelerate recognition of income to a Fund, affect the holding period of a Fund’s assets, and defer recognition of certain of a 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 investment 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; all Funds except for Disciplined Equity Fund, Diversified Fund, Large Cap Value Fund, U.S. Equity Fund, U.S. Large Cap Core Plus Fund and Value Opportunities Fund, may use derivatives in an effort to produce increased income or gain • A Fund only establishes hedges that it expects will be highly correlated with underlying positions • While the U.S. Large Cap Core Plus Fund may use derivatives to leverage its portfolio, the shorts are intended to offset the additional market exposure caused by that leverage • While the Funds may use derivatives that incidentally involve leverage, except for U.S. Large Cap Core Plus Fund, the y do not use them for the specific purpose of leveraging their portfolios • A Fund segregates or earmarks liquid assets to cover its derivatives and offset a portion of the leverage risk

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Short selling by Multi-Cap Market Neutral Fund and U.S. Large Cap Core Plus Fund
• Short sales may not have the intended effects and may result in losses • A Fund may not be able to close out a short position at a particular time or at an acceptable price • A Fund may not be able to borrow certain securities to sell short, resulting in missed opportunities • Segregated or earmarked assets and posting collateral with respect to short sales may limit a Fund’s investment flexibility • Short sales involve leverage risk, credit exposure to the brokers that execute the short sale and retain the proceeds, have no cap on maximum losses and gains are limited to the price of the stock at the time of the short sale	• A Fund could make money and protect against losses if investment analysis proves correct • Short selling may allow a Fund to implement insights into securities it expects to underperform • Short selling may allow a Fund to diversify its holdings across a larger number of securities	• A Fund sets aside liquid assets in segregated or earmarked broker accounts to cover short positions and offset a portion of the leverage risk • A Fund makes short sales through brokers that the adviser has determined to be highly creditworthy • The U.S. Large Cap Core Plus Fund will not engage in short selling if the total market value of all securities sold short would exceed 50% of the Fund’s net assets

Exchange Traded Funds (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	• Generally, 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)¹ • Exemptive orders granted to various iShares funds (which are ETFs), other ETFs, and their investment advisers by the Securities and Exchange Commission (SEC) permit a Fund to invest beyond the 1940 Act limits, subject to certain terms and conditions, including a finding of the Board 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 • Under SEC Rule 12d1-1, a Fund may invest in both affiliated and unaffiliated money market funds without limit subject to a Fund’s investment policies and restrictions and the conditions of the rule

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Real Estate Investment Trusts (REITs)¹

• The value of real estate securities in general, and REITs in particular, are subject to the same risks as direct investments in real estate and will depend on the value of the underlying properties or the underlying loans or interests • The value of these securities will rise and fall in response to many factors, including economic conditions, the demand for rental property and interest rates. In particular, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management of the underlying properties • REITs may be more volatile and/or more illiquid than other types of equity securities • If a REIT fails to distribute its required taxable income or to satisfy the other requirements of REIT status, it would be taxed as a corporation, and amounts available for distribution to shareholders (including a Fund) would be reduced by any corporate taxes payable by the REIT	• A Fund can gain exposure to an additional asset class in order to further diversify its assets • A Fund may receive current income from its REIT investments • If a REIT meets the requirements of the Internal Revenue Code, as amended, it will not be taxed on income it distributes to its shareholders; as a result, more income can be distributed by the REIT	• A Fund’s adviser will carefully evaluate particular REITs before and after investment based on its investment process and will also monitor economic and real estate trends affecting the value of REITs • Unless investing in REITs is described in the “What are the Fund’s main investment strategies?” section, a Fund’s investments in REITs will generally be limited to less than 10% of the Fund’s assets

Securities lending
• When a Fund¹ lends a security, there is a risk that the loaned securities may not be returned if the borrower or the lending agent defaults • The collateral will be subject to the risks of the securities in which it is invested	• The Funds 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 the securities loaned plus accrued interest • The lending agents indemnify the Funds 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

				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 (including dividend expenses for securities sold short)			Net expenses (excluding dividend expenses for securities sold short)			Net investment income (loss)			Expenses without waivers, reimbursements and earnings credits (including dividend expenses for securities sold short)			Expenses without waivers, reimbursements and earnings credits (excluding dividend expenses for securities sold short)			Portfolio turnover rate (b)
$20.98		28.35	%	$	3,090		1.66	%		1.25	%		0.64	%		2.17	%		1.76	%		138	%
16.48		10.13			551		1.50			1.24			0.71			4.82			4.55			92


20.45		21.58			201,151		1.25			1.25			1.36			1.41			1.41			77
17.17		8.12			77,691		1.25			1.25			1.16			1.67			1.67			55
15.88		7.46			45,163		1.25			1.25			1.02			1.82			1.82			90


21.32		23.23			97,106		1.07			1.07			1.28			1.21			1.21			80
17.95		4.66			77,228		1.10			1.10			1.47			1.23			1.23			42
17.15		3.66			74,797		1.07			1.07			1.22			1.17			1.17			70
17.00		17.14			43,255		1.44			1.44			0.88			1.62			1.62			41
16.62		32.63			39,014		1.41			1.41			0.64			1.65			1.65			61
15.48		(12.54	)		31,796		1.46			1.46			0.42			N/A			N/A			51

	Class
JPMorgan Diversified Fund	Class A	1.14	%	1.34	%
	Class B	1.65		1.84
	Class C	1.65		1.84


JPMorgan Large Cap Growth Fund	Class A	1.24		1.26
	Class B	1.76		1.76
	Class C	1.76		1.76


JPMorgan Market Expansion Index Fund	Class A	0.82		0.94
	Class B	1.43		1.43
	Class C	1.44		1.44


JPMorgan Multi-Cap Market Neutral Fund	Class A	2.95		3.11
	Class B	3.61		3.61
	Class C	3.61		3.61

Management Fees

Distribution (Rule 12b-1) Fees

Shareholder Service Fees

Other Expenses¹

Total Annual Operating Expenses ²